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19-R-146 Authorization issuance of obligations designated as Schertz-Seguin Local Government Corporation contract revenue refunding bondsRESOLUTION NO. 19 -R -146 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 REFUNDING BONDS, SERIES 2019 (SAN ANTONIO WATER SYSTEM EXPANSION WATER TREATMENT PROJECT 2) "; ACKNOWLEDGING THAT THESE OBLIGATIONS WERE SOLD TO THE AUTHORIZED REPRESENTATIVE OF A GROUP OF UNDERWRITERS IDENTIFIED IN THE PRELIMINARY OFFICIAL STATEMENT 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, THE CITY SECRETARY, AND /OR 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 COUNCIL 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 "Schertz /Seguin Local Government Corporation Contract Revenue Refunding Bonds, Series 2012 (San Antonio Water System Expansion Water Treatment Project 2) (the "Bonds "), (ii) the Bonds that will be sold to an authorized representative of a group of underwriters (the "Underwriters ") as identified in the Preliminary Official Statement (as defined in the Bond Resolution), (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 through 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, the City Secretary, and/or 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 75008381.2 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. [The remainder of this page intentionally left blank.] 75008381.2 -2- APPROVED THIS THE 22ND DAY Ol ATTEST: City Secretary 75008381.2 S -1 CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § COUNTIES OF GUADALUPE, COMAL § AND BEXAR § CITY OF SCHERTZ § THE UNDERSIGNED HEREBY CERTIFIES that: 1. On the 22nd day of October, 2019, 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 of the City (the Meeting), the duly constituted members of the Council being as follows: Michael Carpenter Mark E. Davis Ralph Gutierrez Scott Larson Cedric Edwards David L. Scagliola Allison Heyward Tim Brown Mayor Councilmember Councilmember Councilmember 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: 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 REFUNDING BONDS, SERIES 2019 (SAN ANTONIO WATER SYSTEM EXPANSION WATER TREATMENT PROJECT 2) "; ACKNOWLEDGING THAT THESE OBLIGATIONS WERE SOLD TO THE AUTHORIZED REPRESENTATIVE OF A GROUP OF UNDERWRITERS IDENTIFIED IN THE PRELIMINARY OFFICIAL STATEMENT 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, THE CITY SECRETARY, AND /OR THE CITY MANAGER OF THE CITY OF SCHERTZ, TEXAS TO EXECUTE ON BEHALF OF THE CITY OF SCHERTZ, TEXAS ALL DOCUMENTS IN 75005051.2 CONNECTION WITH THIS TRANSACTION; AND OTHER MATTERS IN CONNECTION THEREWITH was introduced and submitted to the Council. After presentation and due consideration of the Resolution, a motion was made by Coufteihnembe O-C ` nvl that the Resolution be finally a passed and adopted in cord ce with the City's Home Rule Charter. The motion was seconded by Councilmember e' • and carried by the following vote: 4 voted "For" `voted "Against" -b 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 Board; the duly qualified and acting members of the Board on the date of the Meeting are those persons shown above, and, according to the records of my office, each member of the Board was given actual notice of the time, place, and purpose of the Meeting and had actual notice that the matter 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. [The remainder of this page intentionally left blank.] -2- 75005051.2 IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the City, this 22nd day of October, 2019. AAA- City Secretary City of Schertz, Texas (SEAL) 7500505 1.2 S -1 EXHIBIT A CURRENTLY OUTSTANDING INDEBTEDNESS PAYABLE FROM UTILITY SYSTEM REVENUES Description Amount Total $-0- Additionally, 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 /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, (iii) 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 $41,720,000, (iv) Schertz /Seguin Local Government Corporation Contract Revenue Bonds, New Series 2016 (Texas Water Development Board SWIRFT Project Financing), dated August 1, 2016, issued in the aggregate original principal amount of $43,670,000, (v) Schertz/Seguin Local Government Corporation SWIFT Funding Loan Agreement dated November 16, 2016, issued in the aggregate original principal amount of $22,830,000 and (vi) "Schertz /Seguin Local Government Corporation Contract Revenue Refunding Bonds, New Series 2018 ", dated November 1, 2018, issued in the aggregate original principal amount of $19,045,000. 75004957.4 A-1 EXHIBIT B UTILITY RATES 75004957.4 B-1 EXHIBIT C OPERATING SCHEDULE 75004957.4 C-1 GENERAL CERTIFICATE OF THE CITY OF SCHERTZ, TEXAS THE STATE OF TEXAS § COUNTIES OF BEXAR, COMAL, AND § GUADALUPE § CITY OF SCHERTZ § THE UNDERSIGNED MAYOR AND CITY SECRETARY 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 Brenda Dennis City Secretary 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 Mutual Regional Water Supply Contract, dated as of January 1, 2011 (the Contract) between the Schertz /Seguin Local Government Corporation, the City of Seguin, Texas, the City, and the City of San Antonio, Texas, acting by and through its San Antonio Water System 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. 7. Appearing below are the true and correct signatures of the persons holding the offices of Mayor and City Secretary. By his signature hereon, the Mayor certifies that the signature of the City Secretary appearing hereon is their genuine signature and by their signature hereon, the City Secretary certifies that the signature of the Mayor appearing hereon is his genuine signature. 75004957.4 8. Capitalized terms not defined in this certificate shall have the meanings ascribed to them in the bond resolution passed and adopted by the Schertz /Seguin Local Government Corporation on the 17th day of October, 2019 (the Bond Resolution). 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 and the Contract. None of the obligations being refunded by the Bonds has ever been held in or purchased for the account of the special Funds created and maintained for the payment and security of such obligations being refunded and, none of the obligations being refunded by the Bonds is currently owned nor has any of the same ever been purchased or held for any account or fund of the City. Authorization of Attorne, General to Date Certificate 10. This certificate is submitted pursuant to 1 TAC §53.247. 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 unless we advise him otherwise. [The remainder of this page intentionally left blank.] 75004957.4 -2- WITNESS OUR HANDS AND THE SEAL OF THE CITY OF SCHERTZ, TEXAS, this CITY OF I4TZ, TEXAS f i City ecretary (CITY SEAL) 75004957.4 S -1