16-R-78 - Schertz, Seguin, SSLGC Authorization of Revenue Bonds Series 2016RESOLUTION NO. 16 -R -78
APPROVING A BOND RESOLUTION PREVIOUSLY ADOPTED BY THE
BOARD OF DIRECTORS OF THE SCHERTZ /SEGUIN LOCAL
GOVERNMENT CORPORATION AUTHORIZING THE ISSUANCE OF
BONDS DESIGNATED AS "SC ERTZ /SEGUIN LOCAL GOVERNMENT
CORPORATION CONTRACT REVENUE BONDS, NEW SERIES 2016
(TEXAS WATER DEVELOPMENT BOARD SWIRFT PROJECT
FINANCING)"; ACKNOWLEDGING THAT THESE OBLIGATIONS
WERE SOLD TO THE TEXAS WATER DEVELOPMENT BOARD
PURSUANT TO A FINANCING AGREEMENT; RATIFYING,
RECONFIRMING, AND READOPTING THE PROVISIONS OF A
REGIONAL WATER SUPPLY CONTRACT EXECUTED BETWEEN THE
CITY OF SCHERTZ, TEXAS, THE CITY OF SEGUIN, TEXAS, AND THE
SCHERTZ /SEGUIN LOCAL GOVERNMENT CORPORATION;
AUTHORIZING THE MAYOR, THE CITY MANAGER, AND THE CITY
SECRETARY 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 COUNCIL OF THE CITY OF
SCHERTZ, TEXAS THAT:
Section 1. The City Council of the City of Schertz, Texas (the "City ") has reviewed
and hereby approves (i) 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 (the "Corporation ") relating to the
issuance of obligations designated as "Schertz/Seguin Local Government Corporation Contract
Revenue Bonds, New Series 2016 (Texas Water Development Board SWIRFT Project
Financing)" (the "Bonds "), (ii) the Bonds that were sold to the Texas Water Development Board
(the "TWDB "), (iii) the 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 "), and the Schertz /Seguin Local Government Corporation (the
"Contract ") which provides certain security for the payment of these obligations, (iv) the bond
purchase contract (the "Purchase Contract "), if any, authorizing the sale of the Bonds to the
TWDB, (v) the Sale and Offering Documents (as defined in the Contract), including, but not
limited to, the City's annual continuing disclosure requirements in accordance with the Rule (as
defined in the Contract), and (vi) the City's obligations under the Contract and acknowledges that
the payment of principal of and interest on such Bonds is payable, in whole or in part, from the
Annual Payments to be made by the Cities to the Corporation under and pursuant to the Contract.
The Mayor, the City Manager, and the City Secretary of the City of Schertz, Texas are hereby
authorized to execute on behalf of the City any and all documents in connection with this
transaction. This resolution may be relied upon by the appropriate representatives of the parties
to this transaction and the Texas Attorney General in his review and approval of this transaction.
Section 2. The City Council recognizes that Section 54 of the Bond Resolution
contains covenants of the City relating to the Bonds. Since certain financial information,
financial status, operating data, and annual audits of the City's utility system will be entirely
27503787.2
within the control and disposition of the City, and the Private Placement Memorandum prepared
in connection with the issuance of the Bonds (the "Memorandum "), describe a continuing
disclosure undertaking agreement (the "Undertaking ") of the City, the City Council specifically
adopts the covenants hereinafter described, which comprise the Undertaking, and shall comply
therewith for so long as all or any portion of the Annual Payments made by the City under the
Contract act as security for or a source of repayment of the Bonds.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the
general public, without charge, on the internet through the uniform resource locator (URL)
http://www.emma.msrb.org.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2 -12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
B. Annual Reports.
The City shall file annually with the MSRB, (1) within six months after the end of each
fiscal year of the City ending in or after 2016, financial information and operating data with
respect to the City of the general type included in the Private Placement Memorandum authorized
by Section 35 of the Bond Resolution, being the information described in Exhibit C thereto, and
(2) if not provided as part of such financial information and operating data, audited financial
statements of the City, when and if available. Any financial statements so to be provided shall be
(i) prepared in accordance with the accounting principles described in Exhibit C thereto, or such
other accounting principles as the City may be required to employ from time to time pursuant to
state law or regulation, and (ii) audited, if the City commissions an audit of such financial
statements and the audit is completed within the period during which they must be provided. If
the audit of such financial statements is not complete within such period, then the City shall file
unaudited financial statements within such period and audited financial statements for the
applicable fiscal year to the MSRB, when and if the audit report on such financial statements
becomes available. Under current Texas law, including, but not limited to, Chapter 103, as
amended, Texas Local Government Code, the City must have its records and accounts audited
annually and shall have an annual financial statement prepared based on the audit. The annual
financial statement, including the auditor's opinion on the statement, shall be filed in the office of
the City Secretary within 180 days after the last day of the City's fiscal year. Additionally, upon
the filing of this financial statement and the annual audit, these documents are subject to the
Texas Open Records Act, as amended, Texas Government Code, Chapter 552.
If the City changes its fiscal year, it will file notice of such change (and of the date of the
new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
27503787.2 -2-
C. Notice of Certain Events.
The City shall file notice of any of the following events with respect to the Bonds to the
MSRB in a timely manner and not more than 10 business days after occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non - payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB), or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall
occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the City or
the sale of all or substantially all of its assets, other than in the ordinary course of business, the
entry into of a definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if material; and
(14) Appointment of a successor or additional paying agent /registrar or the change of
name of a paying agent/registrar, if material.
For these purposes, any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
27503787.2 -3
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall file notice with the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations, Disclaimers, and Amendments.
The City shall be obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as, the City remains an "obligated person" with respect to the
Bonds within the meaning of the Rule, except that the City in any event will give notice of any
deposit that causes the Bonds to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the holders 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 City 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 City'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 City 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.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
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 CITY, WHETHER NEGLIGENT OR WITH 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.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under the Bond Resolution for purposes of any other provision of
the Bond Resolution.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City 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 City, 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 to the date of such amendment, as well as such
changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount
(or any greater amount required by any other provision of the Bond Resolution that authorizes
27503787.2 -4-
such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the holders and beneficial owners of the
Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or
repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from lawfully
purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such
provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so
amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Format — Incorporation by Reference.
The City information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified
from time to time thereby. Under the current rules of the MSRB, continuing disclosure
documents submitted to EMMA must be in word - searchable portable document format (PDF)
files that permit the document to be saved, viewed, printed, and retransmitted by electronic means
and the series of obligations to which such continuing disclosure documents relate must be
identified by CUSIP number or numbers.
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) available to the public
through EMMA or filed with the SEC.
Section 3. Authorized Officials of the City will review and approve the Private
Placement Memorandum. Information appearing in the Private Placement Memorandum
concerning the City (including, particularly, the description of the Undertaking and Appendices C
and E thereto), as of its date, were and are true and correct in all material respects. Insofar as the
City and its affairs, including its financial affairs, are concerned, such Private Placement
Memorandum did not and does not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading. Insofar as the descriptions and
statements, including financial data, of or pertaining to entities, other than the City, and their
activities contained in such Private Placement Memorandum are concerned, such statements and
data have been obtained from sources which the City believes to be reliable, and the City has no
reason to believe that they are untrue in any material respect.
Section 4. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 5. All ordinances and resolutions, or parts thereof, which are in conflict or
inconsistent with any provision of this Resolution are hereby repealed to the extent of such
27503787.2 -5-
conflict, and the provisions of this Resolution shall be and remain controlling as to the matters
resolved herein.
Section 6. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 7. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application of
such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 8. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, as amended, Texas Government Code.
Section 9. This Resolution shall be in force and effect from and after the date of its
adoption, and it is so resolved.
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27503787.2 -6-
APPROVED THIS THE 25TH DAY OF OCTOBER, 2016.
ATTEST:
- 16L
City Secretary
27503787.2 -7-
Mayor
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CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
COUNTIES OF BEXAR, COMAL, AND §
GUADALUPE §
CITY OF SCHERTZ §
THE UNDERSIGNED HEREBY CERTIFIES that:
1. On the 25th day of October, 2016, the City Council (the Council) of the City of
Schertz, Texas (the City) convened in regular session at its regular meeting place in the City Hall
(the Meeting), the duly constituted members of the Council being as follows:
Michael Carpenter
Cedric Edwards, Sr.
Grumpy Azzoz
Jim Fowler
Daryl John
Robin Thompson
Mayor
Mayor Pro Tem
Councilmember
Councilmember
Councilmember
Councilmember
and all of such persons were present at the Meeting, except the following: ,
thus constituting a quorum. Among other business considered at the Meeting, the attached
resolution (the Resolution) entitled:
APPROVING A BOND RESOLUTION PREVIOUSLY ADOPTED BY THE
BOARD OF DIRECTORS OF THE SCHERTZ /SEGUIN LOCAL
GOVERNMENT CORPORATION AUTHORIZING THE ISSUANCE OF
BONDS DESIGNATED AS "SCHERTZ /SEGUIN LOCAL GOVERNMENT
CORPORATION CONTRACT REVENUE BONDS, NEW SERIES 2016
(TEXAS WATER DEVELOPMENT BOARD SWIRFT PROJECT
FINANCING) "; ACKNOWLEDGING THAT THESE OBLIGATIONS WERE
SOLD TO THE TEXAS WATER DEVELOPMENT BOARD PURSUANT TO
A FINANCING AGREEMENT; RATIFYING, RECONFIRMING, AND
READOPTING THE PROVISIONS OF A REGIONAL WATER SUPPLY
CONTRACT EXECUTED BETWEEN THE CITY OF SCHERTZ, TEXAS,
THE CITY OF SEGUIN, TEXAS, AND THE SCHERTZ /SEGUIN LOCAL
GOVERNMENT CORPORATION; AUTHORIZING THE MAYOR, THE CITY
MANAGER, AND THE CITY SECRETARY 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
was introduced and submitted to the Council for passage and adoption. After presentation and
discussion of the Resolution, a motion was made by Councilmember �7 7 PAZ
that the Resolution be finally passed and adopted in accordance with the City's Home Rule
27605501.1
Charter. The motion was seconded by Councilmember J 3tr (eft !�� and carried
by the following vote:
voted "For" -0- voted "Against" C�— abstained
all as shown in the official Minutes of the Council for the Meeting.
2. The attached Resolution is a true and correct copy of the original on file in the
official records of the City; the duly qualified and acting members of the Council of the City on
the date of the Meeting are those persons shown above, and, according to the records of my
office, each member of the Council was given actual notice of the time, place, and purpose of the
Meeting and had actual notice that the Resolution would be considered; and the Meeting and
deliberation of the aforesaid public business, was open to the public and written notice of said
meeting, including the subject of the Resolution, was posted and given in advance thereof in
compliance with the provisions of Chapter 551, as amended, Texas Government Code.
IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the
City, this 25h day of October, 2016.
CITTseiretary,
City of Schertz, Texas
(CITY SEAL)
-2-
27605501.1
THE STATE OF TEXAS §
COUNTIES OF BEXAR, COMAL, AND §
GUADALUPE §
CITY OF SCHERTZ §
THE UNDERSIGNED MAYOR AND CITY MANAGER HEREBY CERTIFY that:
1. The City of Schertz, Texas (the City) is a duly incorporated home rule city, having
more than 5,000 inhabitants, operating and existing under the laws of the State of Texas and the
City's duly adopted home rule charter.
2. The outstanding indebtedness payable from the net revenues of the City's
combined utility system (the Utility System) and the debt service requirements in connection
therewith are shown on Exhibit A. The City is not in default as to any covenant, condition or
obligation contained in the ordinances authorizing the issuance of the outstanding bonds of the
City shown on Exhibit A; and there is on hand in the special funds created for the payment and
security of the aforesaid obligations the amounts now required to be on deposit therein.
3. The rates now being charged by the City for utility services provided by the
Utility System are as shown on Exhibit B.
4. The duly qualified and acting officials of the City are as follows:
Michael Carpenter Mayor
John Kessel City Manager
5. A schedule of the gross receipts, operating expenses and net revenues of the
City's Utility System for the last five fiscal years is shown on Exhibit C.
6. The average annual debt service requirement for the City's obligations with
respect to the Bonds (as defined in the Contract) is shown on Exhibit D. The City has
covenanted in the Contract to establish, assess, and collect rates sufficient to make the Annual
Payments (as defined in the Contract), including an amount sufficient to pay the bond principal
and interest payments on the Bonds.
7. The Regional Water Supply Contract, dated as of November 15, 1999 (the
Contract) between the Schertz /Seguin Local Government Corporation, the City of Seguin, Texas
and the City has been duly authorized and is in compliance with any applicable statutory
requirements. The Contract, as submitted to the Attorney General of Texas, is still in full force
and effect and has not been amended or rescinded. No litigation is pending or threatened
concerning the title or authority of the officers or concerning the Contract.
8. Appearing below are the true and correct signatures of the persons holding the
offices of Mayor and City Manager. By his signature hereon, the Mayor certifies that the
27220118.1
signature of the City Manager appearing hereon is her genuine signature and by her signature
hereon, the City Manager certifies that the signature of the Mayor appearing hereon is his
genuine signature.
9. Capitalized terms not defined in this certificate shall have the meanings ascribed
to them in the Resolution passed and adopted by the Schertz /Seguin Local Government
Corporation on the 201h day of October, 2016 (the Resolution).
10. As Authorized Representatives (authorized to act in the City Manager's absence)
pursuant to the terms of the Contract, the Resolution and the Sale and Offering Documents (as
defined in the Contract) comply with the Contract.
11. This certificate is made for the benefit of the persons involved in this transaction
and the Attorney General of The State of Texas in connection with his examination into and the
approval of the Bonds.
Authorization of Attorney General to Date Certificate
12. This Certificate is submitted pursuant to 1 TAC §53.231. Upon the approval of
the Bonds and the Contract by the Attorney General of the State of Texas, he is authorized to
date this Certificate as of the date of such approval. If any litigation should develop, or if any
other event should occur which should make this Certificate inaccurate before the Attorney
General's approval of the Bonds and the Contract , we will notify the Attorney General at once
by both telephone and facsimile transmission. With this assurance, the Attorney General is
entitled to rely on the accuracy of this Certificate at the time of approval of the Bonds and the
Contract unless we advise him otherwise.
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27220118.1 -2-
WITNESS OUR HANDS AND THE SEAL OF THE CITY OF SCHERTZ, TEXAS, this
CITY OF CHERTZ, TEXAS
Mayor
City Manager
(CITY SEAL)
27220118.1 S -1
Description
C
CURRENTLY OUTSTANDING INDEBTEDNESS
PAYABLE FROM UTILITY SYSTEM REVENUES
NONE
TIP"a'm
However, the City has covenanted in the Contract to establish, assess, and collect rates sufficient
to make the Annual Payments (as defined in the Contract), including an amount sufficient to pay
the principal and interest payments on the Bonds and the Previously Issued Bonds designated as
(i) Schertz /Seguin Local Government Corporation Contract Revenue Bonds, Series 2001", dated
February 1, 2001, issued in the aggregate original principal amount of $41,040,000, (ii)
Schertz /Seguin Local Government Corporation Contract Revenue Refunding Bonds, Series
2005 ", dated May 1, 2005, issued in the aggregate original principal amount of $8,500,000, (iii)
Schertz /Seguin Local Government Corporation Contract Revenue Refunding Bonds, Series
2007 ", dated November 15, 2006, issued in the aggregate original principal amount of
$38,425,000, and (iv) $22,140,000 Schertz /Seguin Local Government Corporation Contract
Revenue Refunding Bonds, Series 2010 ", dated June 1, 2010.
2722011 s. l A -1
COMBINED DEBT SERVICE SCHEDULE
27220118.1 A -2
UTILITY RATES
27220118.1 B -1
OPERATING SCHEDULE
27220118.1 C -1
W021111,110
1
AVERAGE ANNUAL DEBT SERVICE REQUIREMENTS
27220118.1 D -1
The undersigned, being the duly chosen and qualified President, Board of Directors and
General Manager of the Schertz /Seguin Local Government Corporation (the Corporation), and
the property authorized officials or officers of the Cities of Seguin and Schertz, Texas (the
Cities) hereby certify with respect to the Schertz /Seguin Local Government Corporation Contract
Revenue Bonds, Series 2016 (Texas Water Development Board SWIRFT Project Financing) in
the aggregate principal amount of $43,670,000 (the Bonds) as follows:
A. General.
1. For all purposes of this certificate, unless otherwise defined, all defined terms
herein shall have the same meaning given to them in the Resolution and the Regulations (each as
defined below).
2. Pursuant to state law and the Resolution authorizing the issuance of the Bonds,
we, along with other officers of the Corporation, are charged with the responsibility for issuing
the Bonds.
3. This certificate is made pursuant to Treasury Regulations Sections 1.148 through
1.150 (the Regulations), and sections 103 and 141 through 150 of the Internal Revenue Code of
1986, as amended to the date hereof (the Code).
4. This certificate is based on the facts and estimates described herein in existence
on the Closing Date, which is the date of delivery of the Bonds to and payment for the Bonds by
the initial purchasers thereof, and, on the basis of such facts and estimates, the Corporation
expects that the future events described herein will occur. To the best knowledge and belief of
the undersigned, there are no other facts, estimates, or circumstances which would materially
change the following statements, and the expectations hereinafter set forth are reasonable. The
Corporation covenants not to take any intentional acts or actions after the Closing Date of the
Bonds to earn a Yield upon the investment of the proceeds materially higher than the Yield on
the Bonds, except as provided herein, or take any other action or omit to take any action which
would change the expectations of the Corporation set forth herein.
5. Terms used and not defined herein have the same meanings given to them in the
Resolution of the Corporation adopted on October 20, 2016 (the Resolution) authorizing the
issuance of the Bonds or in the Regulations.
6. The Corporation's employer identification number is 74- 2902229.
B. Purpose and Size.
1. The Bonds are being issued pursuant to the Resolution to provide funds to
finance, acquire, and construct a treatment facility, a water supply pipeline, booster pumps, other
appurtenances, and necessary easements and other interests in land concerning the State Water
Plan (the Project) and to pay the costs and expenses of issuing the Bonds.
27220055.3
2. The Corporation has entered into a Regional Water Supply Contract, dated as of
November 15, 1999, as amended (the Contract), with the Cities. Each City is a political
subdivision of the State of Texas with significant powers of eminent domain, taxation and /or
police. The debt service on the Bonds is payable solely from payments made by the Cities under
the Contract, and the Corporation hereby allocates those payments allocated to the Bonds to debt
service on the Bonds. The payments under the Contract are based exclusively on the amounts
necessary to pay the Priority Bonds (as defined in the Resolution), the Previously Issued New
Series Bonds (as defined in the Resolution), and the Bonds, to establish certain reserve and
contingency funds, and to maintain and operate the Project.
3. The Corporation and the Cities have and will, at all times prior to the last Stated
Maturity of the Bonds,
(a) exclusively own, operate, and possess all property acquired, refinanced,
constructed, or improved with Gross Proceeds of Bonds and not use or permit the use of
any property acquired, refinanced, constructed, or improved with Gross Proceeds of the
Bonds in any activity carried on by any person or entity (other than a state or local
government), unless such use is merely as a member of the general public, or by
governmental entities such as the Cities, or is pursuant to a contract or agreement whose
terms comply with Revenue Procedure 97 -13, or
(b) not directly or indirectly impose or accept any charge or other payment for
use of Gross Proceeds of the Bonds or any property acquired, refinanced, constructed, or
improved with Gross Proceeds of the Bonds, other than a charge or other payment merely
as a member of the general public or by governmental entities such as the Cities or
interest earned on Investments acquired with Gross Proceeds of the Bonds pending
application for their intended purposes.
4. Specifically, the property financed or referenced with the Bonds is not expected to
be used (directly or indirectly) in any "private business use" (within the meaning of Section 141
of the Code), i.e., a use of facilities in the trade or business of a person, other than a
governmental unit or instrumentality thereof. For this purpose a "use" includes use by such
person as an owner, lessee, purchaser of output of facilities under a "take and pay" or "take or
pay" contract, or manager or independent contractor under certain management or service
contracts. Use of the property financed or refinanced by Bonds by the general public is not
considered a "use" by nongovernmental persons in trades or businesses. Use of financed or
refinanced property by nongovernmental persons in their trades or businesses is treated as
general public use only if the property is intended to be available and in fact is reasonably
available for use on the same basis by natural persons not engaged in a trade or business. In
general, use under an arrangement that conveys priority rights or other preferential benefits is not
use on the same basis as the general public. Arrangements providing for use that is available to
the general public at no charge . or on the basis of rates that are generally applicable and
uniformly applied do not convey priority rights or other preferential benefits. For this purpose,
rates may be treated as generally applicable and uniformly applied even if -
(a) different rates apply to different classes of users, such as volume
purchasers, if the differences in rates are customary and reasonable; or
27220055.3 -2-
(b) a specially negotiated rate arrangement is entered into, but only if the user
is prohibited by federal law from paying the generally applicable rates, and the rates
established are as comparable as reasonably possible to the generally applicable rates.
5. We have been advised that use by a nongovernmental person pursuant to an
arrangement, other than an arrangement resulting in ownership of financed property by a
nongovernmental person, is not private business use if -
(a) the term of the use under the arrangement, including all renewal options, is
not longer than three years for output facilities and 50 days for all other facilities;
(b) the arrangement is a negotiated, arm's length arrangement that provides
for compensation at fair market value or is based on generally applicable and uniformly
applied rates; and
(c) the property is not financed for a principal purpose of providing that
property for use by that nongovernmental person.
6. We have been further advised that use by a nongovernmental person pursuant to
an arrangement, other than an arrangement resulting in ownership of financed property by a
nongovernmental person, is not private business use if the contract is a contract with a person
who will not resell the output and
(a) the obligations of purchaser to make payments is contingent upon the
requirements of a single user; and
(b) do not obligate the purchaser to make payments that are not contingent on
the requirements of the purchaser or obligates the purchaser to have requirements, or
require the purchaser not to cease operations.
Contract provisions that require the purchaser to pay reasonable and customary damages
(including liquidated damages) in the event of default or to pay a specified amount to terminate
the contract while the purchaser has requirements, in each case, provided the payment is
reasonably related to the purchaser's obligations to buy requirements that is discharged by the
payment.
7. We have been advised that a wholesale requirements contract will not result in
private business use if
(a) the term of the contract, including renewal options, does not exceed the
lesser of five years or 30% of the term of the Bonds, or
(b) the amount of output to be purchased under the contract does not exceed
five percent of the available output of the facilities financed by the Bonds.
8. We have been further advised that under Revenue Procedure 97 -13, as amended
by applicable notices, the Internal Revenue Service (the Service) has published guidelines
relating to when a favorable ruling will usually be issued with respect to the lack of private trade
27220055.3 -3-
or business use where a governmental unit which owns a bond - financed facility enters into a
management or service contract with private for - profit persons. Under these guidelines (the
Service Contract Guidelines), a ruling will usually be given to the effect that there is no trade or
business use in the situations described in such Revenue Procedure. All present and future
management or service contracts relating to the facilities financed or refinanced with the Bonds
entered into between the Cities or the Corporation and private persons (i.e., persons other than a
governmental unit) will comply with the requirements of the Service Contract Guidelines or
successor guidelines applicable to the Bonds, unless a written opinion of Norton Rose Fulbright
US LLP, or other nationally recognized bond counsel is received to the effect that
noncompliance of such management contracts with the Service Contract Guidelines will not
cause the loss of the exclusion from gross income provided under Section 103(a) of the Code for
interest on the Bonds or the treatment of interest on the Bonds as a preference item under Section
57 of the Code.
9. The Cities and the Corporation, as appropriate, will not use Gross Proceeds of the
Bonds to make or finance or refinance loans to any person or entity other than a state or local
government. For purposes of the foregoing covenant, Gross Proceeds are considered to be
"loaned" to a person or entity if (1) property acquired, constructed, or improved with Gross
Proceeds is sold or leased to such person or entity in a transaction which creates a debt for
federal income tax purposes, (2) capacity in or service from such property is committed to such
person or entity under a take -or -pay, output, or similar contract or arrangement, or (3) indirect
benefits, or burdens and benefits of ownership, of Gross Proceeds or any property acquired,
constructed, or improved with Gross Proceeds are otherwise transferred in a transaction which is
the economic equivalent of a loan.
10. The Project will be owned, 'operated, and maintained by the Corporation or
another state or local government; and the Corporation has not contracted with any firm,
company, or other person or entity other than a state or local government to operate and /or
maintain the Project for and on behalf of the Corporation. The Corporation does not expect to
enter into any contract for the operation, maintenance or management of the Project unless with
another state or local government entity.
11. There is not as of the date hereof and the Corporation does not anticipate entering
into any lease, contract, or other understanding or arrangement with any person other than a state
or local governmental unit, pursuant to which the Corporation expects that proceeds of the Bonds
or the Project will be used in the trade or business of such person (including all activities of such
person who are individuals).
12. The amounts received from the sale of the Bonds, when added to available funds
on hand and amounts expected to be received from the investment of such proceeds, do not
exceed the amounts required to pay (i) the cost of the Project and (ii) the costs of offering and
issuing the Bonds.
13. No receipts from the sale of the Bonds or amounts received from the investment
thereof will be used to pay the principal of or interest on any currently outstanding issue of bonds
or other obligations of the Corporation other than the Bonds.
27220055.3 -4-
14. The Corporation has been created pursuant to and in accordance with and is
authorized by the provisions of the Texas Transportation Act, Texas Transportation Code
§ 431.000 et. seq. The Corporation and the Bonds have a public purpose of constructing and
operating facilities for purposes of furnishing water to the citizens of the Cities. As provided by
Section (c) of Article XVII of the Articles of Incorporation, all the assets of the Corporation shall
be transferred and delivered to each of the Cities, on an equal basis, after payment of all debts
and claims of the Corporation. The Corporation is a political subdivision of the State of Texas
with the significant power of eminent domain.
15. The Corporation will not use Gross Proceeds to make or finance loans to any
person or entity other than a state or local government. For purposes of the foregoing covenant,
Gross Proceeds are considered to be "loaned" to a person or entity if property acquired,
constructed, or improved with Gross Proceeds is sold or leased to such person or entity in a
transaction which creates a debt for federal income tax purposes, capacity in or service from such
property is committed to such person or entity under a take -or -pay, output, or similar contract or
arrangement, or indirect benefits, or burdens and benefits of ownership, of Gross Proceeds or
any property acquired, constructed, or improved with Gross Proceeds are otherwise transferred in
a transaction which is the economic equivalent of a loan
C. Original Proceeds.
1. The Bonds are being issued and delivered to the Texas Water Development
Board, Austin, Texas (the Purchaser). The Purchaser purchased the Bonds for par, less an
origination fee of $ , and no accrued interest.
2. The Corporation has caused the deposit of the Sale Proceeds of the Bonds this day
as follows:
Disposition Amount
Deposit to Construction Fund
Deposit to Bond Fund (Capitalized Interest)
TOTAL
3. Of the Bond proceeds, $ , representing capitalized interest (the
Capitalized Interest), will be deposited to the Bond Bund and used to pay interest on the Bonds.
The Capitalized Interest is less than interest on the Bonds through and including August 1, 2018,
which is less than three years after the issuance of the Bonds.
4. Of the remaining proceeds of the Bonds received by the Corporation from the
Purchaser, approximately $ will be used to pay the costs of issuance (including
underwriter's spread, if any) relating to the Obligations, and $ will be deposited in
a separate checking account of the Corporation (the Construction Account or Fund) and held
pursuant to the terms of the Escrow Agreement to pay costs of the Project. The Corporation
estimates that it will receive $ in income or profit from the investment of the
amounts deposited to the Construction Fund pending the disbursement of such amounts for the
governmental purposes for which the Bonds are being issued. Such amount will be used to pay
27220055.3 -5-
additional costs of the Project or deposited in the "Schertz /Seguin Local Government
Corporation Contract Revenue Bonds, Series 2016 Interest and Sinking Fund" (the Bond Fund)
to pay principal of or interest on the Bonds within one year from the date of receipt.
D. Temporary Periods and Time for Expenditures.
1. The amount disbursed or set aside to pay costs of issuance of the Bonds will be so
used within thirty (30) days from the date hereof, and may be invested without restriction as to
Yield until expended as described herein.
2. Within six months from the date hereof, the Corporation will have incurred
binding obligations or commitments in the amount of at least five percent of the principal
amount of the Bonds for the Project by entering into contracts for construction, architectural
services, engineering services, land acquisition, site development, construction materials, or the
purchase of equipment. The Corporation will account for the allocation of the Bond proceeds to
an expenditure not later than 18 months after the later of the date the expenditure is paid or the
date the Project is placed in service; but in all events 60 days after the earlier of the fifth
anniversary of the date of this certificate or the retirement of the Bonds.
3. After entering into said contracts, work on the construction or acquisition of the
Project will proceed with due diligence to completion, which is expected to occur on, and the
proceeds from the sale of the Bonds and investment earnings thereon are expected to be
expended by ,
4. The Purchaser is buying the Bonds with the proceeds of its General Obligation
Bonds, Series 2016, issued on , 20_ (the State Bonds). The Yield on the State
Bonds is percent. Accordingly, after , 20_, the Corporation may
not invest gross proceeds of the Bonds held in the Construction Funds at a Yield which is in
excess of the Yield on the State Bonds.
5. Based on the foregoing, the Corporation may invest Gross Proceeds held in the
Construction Fund without restriction as to Yield until , 20_. Thereafter, the
Corporation will restrict the Yield on investments of Gross Proceeds held in the Construction
Fund to the Yield on the Bonds.
E. Bond Fund.
1. The Bonds are payable from the deposit of the Bond Payment portion of the
Annual Payments as provided in the Resolution and the Contract. All Bond Payment portions of
the Annual Payments collected for and on account of the Bonds are to be deposited into the Bond
Fund.
2. Except for that portion of the Bond Fund, if any, consisting of deposits made to
defease in whole or in part the Bonds, the Bond Fund (i) was created primarily to achieve a
proper matching of revenues and debt service with respect to the Bonds within each bond year,
beginning on the Closing Date and ending on the anniversary of the Closing Date thereafter until
the Bonds are no longer Outstanding and (ii) will be depleted at least once a year except possibly
for a carry -over amount not greater than the larger of the preceding bond year's earnings from
27220055.3 -6-
the investment thereof or one - twelfth of the annual debt service paid during the preceding bond
year on the Bonds. All amounts deposited to the Bond Fund will be spent within 13 months of
deposit, and all amounts received from investment of such fund will be deposited therein and
will be expended within twelve months of receipt. Any amounts held in the Bond Fund during
such periods are expected to be invested by the Corporation without regard as to restriction of
Yield. Any amounts held in the Bond Fund in excess of such periods will be invested at a Yield
not to exceed the lesser of the Yield on the Bonds, taking into account any yield reduction
payments.
3. All money deposited in the Bond Fund will be used solely to pay the principal of,
and interest on, the Bonds as the same becomes due and payable, and there will be no other funds
that will be so used or pledged or otherwise restricted so as to be available with reasonable
certainty to be so used.
F. Yield, Rebate and Miscellaneous.
1. The Yield on the Bonds is 2.6363775 percent, calculated on the basis of the
information provided by the Corporation's financial advisors. The Purchaser has represented it
is acquiring the Bonds for its own account for investment and not for resale and not in the
capacity of an underwriter, broker, dealer or the like. The Corporation has no basis for believing
such representations are not correct.
2. The Corporation has covenanted to account for the Gross Proceeds of the Bonds
separately and apart from all other funds of the Corporation from the date hereof.
3. The weighted average maturity of the Bonds is 17.611 years, which is less than
120% of the reasonably expected economic life of the assets acquired or constructed with the
proceeds of the Bonds, calculated pursuant to section 147 of the Code.
4. The Corporation does not expect that the proceeds of the Bonds will be used in a
manner that would cause the Bonds to be arbitrage bonds within the meaning of section 148 of
the Code.
5. No other obligations payable from the same revenues of the Corporation were
issued within 15 days of the sale date of the Bonds.
6. The Corporation reasonably expects that at least 75% of the Available
Construction Proceeds (defined herein), including reasonably expected future earnings, of the
Bonds will be used for Construction Expenditures. For purposes of this paragraph, "Available
Construction Proceeds" means the issue price of the Bonds, increased by earnings on such issue
price and earnings on such earnings, reduced by the issuance costs financed by the issue.
"Construction Expenditures" means capital expenditures that are allocable to the cost of (i) real
property other than acquisitions of interest in land or other existing real property, (ii) certain
constructed personal property as defined in Regulation Section 1.148- 7(g)(3), or (iii) specially
developed computer software as defined in Regulation Section 1.148- 7(g)(4), which software is
functionally related and subordinate to real property or constructed personal property. The
Corporation does not elect to use actual facts under Regulation 1.148- 7(f)(2), but based on
estimated earnings set forth in Section C.4 hereof.
27220055.3 -7-
7. Unless the Corporation has qualified for an exception to rebate pursuant to section
148(f)(4) of the Code, not less frequently than each Computation Date, the Corporation has
covenanted in the Resolution to calculate or cause to be calculated by a nationally recognized
accounting, financial advisory firm or financial institution, in accordance with rules set forth in
section 148(f) of the Code and the Regulations and rulings thereunder, the Rebate Amount. The
Corporation has covenanted in the Resolution to maintain such calculations with the official
transcript of the proceedings relating to the issuance of the Bonds until six years after the final
Computation Date.
8. The Corporation has covenanted in the Resolution to pay to the United States the
amount described in the preceding paragraph of this Section, at the times, in the installments, to
the place, in the manner, and accompanied by such forms or other information as is or may be
required by section 148(f) of the Code and the Regulations and rulings thereunder.
9. The Corporation does not expect that the proceeds of the Bonds will be used in a
manner that would cause the Bonds to be arbitrage bonds within the meaning of section 148 of
the Code.
10. Approximately $ of the proceeds of the Loan will be used to reimburse
the Issuer for applicable Project expenditures made by the Issuer from its own funds prior to the
date hereof. With respect to such reimbursement, if any, the Issuer adopted an official intent for
the original expenditures (except possibly for "preliminary expenditures" as defined in section
1.150- 2(f)(2) of the Regulations) on October 20, 2016, which was not later than 60 days after
payment of the original expenditures, and a copy of such official intent is attached hereto as
Exhibit A and incorporated herein by this reference. Except for expenditures meeting the
preliminary expenditures exception set forth in section 1.150- 2(f)(2) of the Regulations, the Loan
is being issued and the reimbursement allocation is hereby being made not later than 18 months
after the later of (i) the date the original expenditures were paid, or (ii) the date the Project is
placed in service or abandoned, but in no event more than three years after the original
expenditures were paid. The original expenditures were capital expenditures, and in connection
with this allocation, the Issuer has not employed -any abusive arbitrage device under section
1.148 -10 of the Regulations to avoid the arbitrage restrictions or to avoid restrictions under
section 142 through 147 of the Code. The Issuer hereby allocates proceeds of the Loan to
reimburse the Issuer for the capital expenditures set forth in Exhibit B attached hereto and
incorporated herein by this reference.
G. No Abusive Arbitrage Device.
1. In connection with the issuance of the Bonds, the Corporation has not employed
any action which has the effect of overburdening the market for tax - exempt obligations by
issuing more bonds, issuing bonds earlier, or allowing bonds to remain outstanding longer than is
reasonably necessary to accomplish the governmental purposes of the Bonds.
2. In connection with the issuance of the Bonds, the Corporation has not employed
any action which has the effect of enabling the Corporation to exploit the difference between tax -
exempt and taxable interest rates to gain a material financial advantage.
27220055.3 -g'
H. Written Procedures. This certificate shall constitute written procedures and
processes that require the Corporation to insure that, after the Closing Date, the Corporation is in
compliance with the covenants and representations contained herein and the Code and
Regulations related to the Bonds and for a period of three (3) years after the Bonds are paid in
full will maintain records that show compliance with the covenants and representations contained
herein and the Code and Regulations related to the Bonds. The Corporation designates the
following officer(s) to have primary responsibility for maintaining post- issuance compliance
with the covenants and representations contained herein and the Code and Regulations related to
the Bonds:
General Manager
and the following officer(s) shall maintain the records related thereto:
General Manager
Such officers may assign and delegate responsibilities to others as they deem necessary or
appropriate.
I. Remedial Action/Voluntary Closing_ Agreement Program. If the Corporation in
complying with the terms and provisions the policies or guidelines set forth herein and the Code
and Regulations related to the Bonds determines that the requirements of these policies and
guidelines or the Code and Regulations related to the Bonds may have been violated, the
Corporation will make final determinations, if necessary with the assistance of its bond and tax
counsel and financial advisors, and take appropriate actions related to such noncompliance
including, if appropriate, any remedial action described under applicable Regulations or through
the Tax Exempt Bonds Voluntary Closing Agreement Program.
[The remainder of this page intentionally left blank]
27220055.3 -9-
EXECUTED AND DELIVERED this
SCHERTZ /SEGUIN LOCAL GOVERNMENT
CORPORATION
By:
President, Board of Directors
By:
General Manager
CITY OF SCHERTZ, TEXAS
By:
Name: John Kessel
Title: City Manager
CITY OF SEGUIN, TEXAS
By:
Name: Doug Faseler
Title: City Manager
27220055.3 -10-
The undersigned, the authorized representative of financial advisor to the Corporation,
certifies as to the accuracy of statements attributable to the financial advisor in Section C.3.
hereof.
SAMCO CAPITAL MARKETS, INC.
C
Name:
Title:
27220055.3 - I I -
:'.
Reimbursement Resolution
27220055.3 A -1
I WIN is, I I
Reimbursed Expenses
Description Amount
Total
27220055.3 B-I
THE STATE OF TEXAS §
COUNTIES OF BEXAR, COMAL, AND §
GUADALUPE §
CITY OF SCHERTZ
THE UNDERSIGNED MAYOR AND CITY MANAGER HEREBY CERTIFY that:
1. The City of Schertz, Texas (the City) is a duly incorporated home rule city, having
more than 5,000 inhabitants, operating and existing under the laws of the State of Texas and the
City's duly adopted home rule charter.
2. The outstanding indebtedness payable from the net revenues of the City's
combined utility system (the Utility System) and the debt service requirements in connection
therewith are shown on Exhibit A. The City is not in default as to any covenant, condition or
obligation contained in the ordinances authorizing the issuance of the outstanding obligations of
the City shown on Exhibit A; and there is on hand in the special funds created for the payment
and security of the aforesaid obligations the amounts now required to be on deposit therein.
3. The duly qualified and acting officials of the City are as follows:
Michael Carpenter Mayor
John Kessel City Manager
4. The Regional Water Supply Contract, dated as of November 15, 1999 (the
Contract) between the Schertz/Seguin Local Government Corporation, the City of Schertz,
Texas, and the City has been duly authorized and is in compliance with any applicable statutory
requirements. The Contract, as submitted to the Attorney General of Texas, is still in full force
and effect and has not been amended or rescinded. No litigation is pending or threatened
concerning the title or authority of the officers or concerning the Contract.
5. The average annual debt service requirement for the City's obligations with
respect to the City's outstanding obligations is shown on Exhibit A. The Schertz /Seguin Local
Government Corporation pledged and granted to the Texas Water Development Board as
security for the payments in the "Master Agreement Between Texas Water Development Board
and Schertz /Seguin Local Government Corporation" (the Master Agreement), a lien and pledge
on the Bond Payment portion of the Annual Payments (each as defined in the Contract). The
City has covenanted in the Contract to establish, assess, and collect rates sufficient to make the
Annual Payments, including an amount sufficient to pay the principal and interest payments as
specified in the Master Agreement.
6. Appearing below are the true and correct signatures of the persons holding the
offices of Mayor and City Manager. By his signature hereon, the Mayor certifies that the
signature of the City Manager appearing hereon is his genuine signature and by his signature
27516455.1
hereon, the City Manager certifies that the signature of the Mayor appearing hereon is his
genuine signature.
7. Capitalized terms not defined in this certificate shall have the meanings ascribed
to them in the Resolution passed and adopted by the Schertz /Seguin Local Government
Corporation on the 20th day of October, 2016 (the Resolution).
8. As Authorized Representatives (authorized to act in the City Manager's absence)
pursuant to the terms of the Contract, the Resolution and the Sale and Offering Documents (as
defined in the Contract) comply with the Contract.
9. This certificate is made for the benefit of the persons involved in this transaction
and the Attorney General of The State of Texas in connection with his examination into and the
approval of the Bonds.
[The remainder of this page intentionally left blank.]
2751 6455.1 -2-
this
WITNESS OUR HANDS AND THE SEAL OF THE CITY OF SCHERTZ, TEXAS,
(CITY SEAL)
CITY CHERTZ, TEXAS
Mayor
City Manager
27516455.1 S-1
IM
CURRENTLY OUTSTANDING INDEBTEDNESS
PAYABLE FROM UTILITY SYSTEM REVENUES
None
However, the City has covenanted in the Contract to establish, assess, and collect rates
sufficient to make the Annual Payments (as defined in the Contract), including an amount
sufficient to pay the principal and interest payments on the Bonds and the Previously
Issued Bonds designated as (i) Schertz /Schertz Local Government Corporation Contract
Revenue Bonds, Series 2001 ", dated February 1, 2001, issued in the aggregate original
principal amount of $41,040,000, (ii) Schertz /Schertz Local Government Corporation
Contract Revenue Refunding Bonds, Series 2010 ", dated June 1, 2010, issued in the
aggregate original principal amount of $22,140,000, (iii) Schertz /Seguin Local
Government Corporation Contract Revenue Refunding Bonds, New Series 2014, dated
September 1, 2014, issued in the aggregate original principal amount of $6,275,000, and
(iv) Schertz /Seguin Local Government Corporation Contract Revenue Improvement and
Refunding Bonds, New Series 2015, dated October 1, 2014, issued in the aggregate
original principal amount of $41,025,000.
27516455.1 A -1
D C;
UTILITY RATES
27516455.1 B -1
'.
OPERATING SCHEDULE
27516455.1 C-1
10 ".:uff' If71 c
AVERAGE ANNUAL DEBT SERVICE REQUIREMENT
27516455.1 D-1
NORTON ROSE FULBRIGHT
October 14, 2016
Norton Rose Fulbright US LLP
Via E -Mail 300 Convent Street, Suite 2100
Via Federal Express San Antonio, Texas 78205 -3792
United States
Re: Schertz /Seguin Local Government Corporation Contract Revenue Bonds, New Series
2016 (Texas Water Development Board SWIRFT Project Financing) and the
Schertz /Seguin Local Government Corporation: Texas Water Development Board's
Board Participation Program
Dear Brenda:
I enclose the following documents in connection with the captioned matters for execution at the
October 25, 2016 regular meeting of the City Council:
SSLGC /SWIRFT Bonds:
1. Resolution authorizing the SWIRFT Bonds (one copy and five signature pages);
2. City Secretary's Certificate pertaining to this Resolution (two copies and five signature
pages);
3. General Certificate (one copy and five signature pages); and
4. Certificate as to Tax Exemption (one copy and five signature pages).
Board Participation Program:
General Certificate (one copy and five signature pages).
Please return one completed copy of the City Secretary's Certificate, and all executed signature
pages to me. The completed copies of the aforementioned documents should be retained for
the files of the City.
Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
27605209.1
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose
Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose
Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain
regulatory information, are available at nortonrosefulbright.com.
W. Jeffrey Kuhn
Ms. Brenda Dennis
Partner
City Secretary
Direct line +1 210 270 7131
City of Schertz
w. jeffrey .kuhn @nortonrosefulbright.com
1400 Schertz Parkway
Tel +1 210 224 5575
Schertz, Texas 78154
Fax +1 210 270 7205
norton rosefu I bright. corn
Re: Schertz /Seguin Local Government Corporation Contract Revenue Bonds, New Series
2016 (Texas Water Development Board SWIRFT Project Financing) and the
Schertz /Seguin Local Government Corporation: Texas Water Development Board's
Board Participation Program
Dear Brenda:
I enclose the following documents in connection with the captioned matters for execution at the
October 25, 2016 regular meeting of the City Council:
SSLGC /SWIRFT Bonds:
1. Resolution authorizing the SWIRFT Bonds (one copy and five signature pages);
2. City Secretary's Certificate pertaining to this Resolution (two copies and five signature
pages);
3. General Certificate (one copy and five signature pages); and
4. Certificate as to Tax Exemption (one copy and five signature pages).
Board Participation Program:
General Certificate (one copy and five signature pages).
Please return one completed copy of the City Secretary's Certificate, and all executed signature
pages to me. The completed copies of the aforementioned documents should be retained for
the files of the City.
Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
27605209.1
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose
Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose
Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain
regulatory information, are available at nortonrosefulbright.com.
Ms. Brenda Dennis
October 14, 2016
Page 2
NORTON ROSE FULBRIGHT
Thank you, in advance, for your prompt attention to this matter. If I can provide any additional
assistance concerning this matter, please do not hesitate to contact me.
Very truly yours,
w
W. Jeffry Kuhn
WJ K/j cq
Enclosures
cc: Mr.
Ms.
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27605209.1
Alan Cockerell (Schertz /Seguin Local Government Corporation)
Amber Briggs (Schertz /Seguin Local Government Corporation)
Pat Lindner (Davidson, Troilo, Ream & Garza P.C.)
John C. Kessel (City of Schertz, Texas)
Juan Santoya (City of Schertz, Texas)
Charles Zech (Denton, Navarro, Rocha, Bernal, Hyde & Zech, P.C.)
Mark McLiney (SAMCO Capital Markets, Inc.)
Andrew Friedman (SAMCO Capital Markets, Inc.)
Devon Whitlock (SAMCO Capital Markets, Inc.)
Veronica Alonzo (SAMCO Capital Markets, Inc.)
George Scofield (Firm)
Clay Binford (Firm)
Stephanie V. Leibe (Firm)
Adam Harden (Firm)
Arnold Cantu III (Firm)
Lauren N. Ferrero (Firm)
Matthew A. Lee (Firm)
Clay Chrisman (Firm)