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Ord 781 Amending the Ordinance Authorizing the 2011 Certificates of Obligation TOWN OF WESTLAKE ORDINANCE NO. 781 ORDINANCE BY THE TOWN COUNCIL OF TOWN OF WESTLAKE, TEXAS, AMENDING THE ORDINANCE AUTHORIZING THE ISSUANCE OF THE TOWN OF WESTLAKE, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION, SERIES 2011, AND ENACTING OTHER PROVISIONS RELATED TO THE SUBJECT WHEREAS,the Town of Westlake, Texas (the "Town") has previously issued its Combination Tax and Revenue Certificate of Obligation, Series 2011 (the "Certificate") pursuant to an Ordinance adopted by the Town Council of the Town (the "Council") on February 28, 2011 (the "Certificate Ordinance"); and WHEREAS, the Council desires to amend certain provisions of the Certificate Ordinance to change the interest rate on and redemption features of the Certificate; and WHEREAS, any capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Certificate Ordinance; and WHEREAS,the meeting at which this Ordinance is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code,as amended;and WHEREAS, the Town Council of the Town of Westlake, Texas, is of the opinion that it is in the best interests of the town and its citizens this ordinance should be approved and adopted. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE,TEXAS,THAT: SECTION l: Certificate Ordinance Amendment. Pursuant to Section 14 of the Certificate Ordinance, Section 4(a) of the Certificate Ordinance is hereby amended and restated in its entirety as set forth in Exhibit A hereto. The amendment shall be effective as of the date hereof. The Town will issue a Certificate in exchange for the outstanding Certificate that reflects the changed terms. SECTION 2: Further Procedures. The Mayor, the Mayor Pro Tem, the Town Manager and the Town Secretary, individually or jointly, shall be and are hereby authorized and directed to furnish and execute such documents, instruments and certifications relating to the Town and the amendment of the Certificate Ordinance, including certifications as to facts, estimates, circumstances and reasonable expectations, and to make or approve such revisions, additions, deletions and variations to this Ordinance as may be necessary or convenient to carry out or assist in carrying out the intent and purposes of this Ordinance, or as may be necessary (i) to correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and (ii) for the exchange of the Certificate with the beneficial owner thereof. In addition, the statements, findings, Ordinance 781 Page 1 of 8 representations and determinations set forth in the recitals to this Ordinance are hereby incorporated into and made a part of this Ordinance for all purposes. SECTION 3: This ordinance shall take effect immediately from and after its passage as the law in such case provides. PASSED AND APPROVED THIS 25TH DAY OF APRIL,2016. Laura eat, Mayor ATTEST: q�t � 'Q-VkR wxh- 75W�a Kelly)Edward Town Secretary Tom Bryme , own anager APPROV T E AL FORM: Or- WEST L. anton Lo o Attorney rE X As Ordinance 781 Page 2 of 8 Exhibit A (a) Form of Certificate. NO. R- PRINCIPAL UNITED STATES OF AMERICA AMOUNT STATE OF TEXAS $2,095,000 TOWN OF WESTLAKE,TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION SERIES 2011 DELIVERY DATE: 12011 REGISTERED OWNER: TIB—THE INDEPENDENT BANKERSBANK PRINCIPAL AMOUNT: TWO MILLION NINETY-FIVE THOUSAND DOLLARS The Town of Westlake, Texas (the "Issuer"), being a political subdivision of the State of Texas located in Tarrant County, for value received, promises to pay, from the sources described herein, to the registered owner specified above, or registered assigns (the "Registered Owner"), the principal amount specified above, and to pay interest thereon, from the Delivery Date set forth above, on the balance of said principal amount from time to time remaining unpaid, at the rate of 2.40% per annum for each principal installment as set forth in the table below,calculated on the basis of a 360-day year of twelve 30-day months. The unpaid principal of this Certificate shall mature and shall be payable in installments on the dates and in the amounts set forth in the table below: Payment Principal Payment Principal Date Installment Date Installment s s February 15,2012 $ 88,000 February 15,2022 $ 96,000 February 15,2013 90,000 February 15,2023 101,000 February 15, 2014 93,000 February 15,2024 106,000 February 15, 2015 97,000 February 15, 2025 111,000 February 15, 2016 100,000 February 15,2026 117,000 February 15, 2017 75,000 February 15,2027 123,000 February 15,2018 79,000 February 15, 2028 129,000 February 15,2019 83,000 February 15, 2029 136,000 February 15, 2020 87,000 February 15,2030 143,000 February 15, 2021 91,000 February 15, 2031 150,000 THE PRINCIPAL OF AND INTEREST ON THIS CERTIFICATE are payable in lawful money of the United States of America, without exchange or collection charges. The Issuer shall pay interest on this Certificate on August 15, 2011 and on each February 15 and August 15 thereafter to the date of maturity or redemption prior to maturity. The last principal installment of this Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at the principal office of TIB - The Independent BankersBank, Irving, Texas, which is the "Paying Agent/Registrar" for this Certificate. The payment of all other principal installments of Ordinance 781 Page 3 of 8 and interest on this Certificate shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each principal and interest payment date by check or draft,dated as of such principal and interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the Certificate Ordinance to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first- class postage prepaid, on each such interest payment date,to the Registered Owner hereof, at its address as it appeared on the last business day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, principal and 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. ANY ACCRUED INTEREST due in connection with the final installment of principal of this Certificate or upon redemption of this Certificate in whole at the option of the Issuer prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Certificate for payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the Registered Owner of this Certificate that on or before each principal payment date and interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds,of all principal of and interest on the Certificate,when due. IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS CERTIFICATE is dated March 1, 2011, and authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of$2,095,000 for paying all or a portion of the Issuer's contractual obligations incurred in connection with(i)constructing, reconstructing and improving streets and roads, sidewalks and alleys including related drainage, signalization, landscaping, lighting and signage; (ii) constructing and equipping renovations to existing buildings at the Westlake Academy, including landscaping and related infrastructure; and (iii) legal, fiscal and engineering fees in connection with such projects(collectively,the "Project"). ON FEBRUARY 15, 2021, or any date thereafter, the unpaid principal installments of this Certificate may be redeemed prior to their scheduled due dates, 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 principal installments or portions thereof, to be redeemed shall be selected and designated by the Issuer, at a redemption price equal to the principal amount to be redeemed, plus accrued interest to the date fixed for redemption. AT LEAST 20 DAYS PRIOR to the date fixed for any optional redemption of the Certificate or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid,to the Registered Owner of the Certificate at its address as it appeared on the Registration Books on the day such notice of redemption is mailed; 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 this Certificate. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Certificate or portions thereof which 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 Certificate or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to its scheduled maturity, and shall not bear interest Ordinance 781 Page 4 of 8 after the date fixed for redemption, and 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. UPON THE PAYMENT OR PARTIAL REDEMPTION of the outstanding principal balance of this Certificate, the Paying Agent/Registrar, shall note in the Payment Record appearing on this Certificate the amount of such payment or partial redemption, the date said payment was made and the remaining unpaid principal balance of this Certificate and shall then have said entry signed by an authorized official of the Paying Agent/Registrar. The Paying Agent/Registrar shall also record such information in the Certificate Registration Books, and the Paying Agent/Registrar shall also record in the Certificate Registration Books all payments of principal installments on such Certificate when made on their respective due dates. THIS CERTIFICATE is issuable in the form of one fully-registered Certificate without coupons in the denomination of $2,095,000. This Certificate may be transferred or exchanged as provided in the Certificate Ordinance, only upon the registration books kept for that purpose at the above-mentioned office of the Paying Agent/Registrar upon surrender of this Certificate together with a written instrument of transfer or authorization for exchange satisfactory to the Paying Agent/Registrar and duly executed by the Registered Owner or his duly authorized attorney, and thereupon a new Certificate of the same maturity and in the same aggregate principal amount shall be issued by the Paying Agent/Registrar to the transferee in exchange therefor as provided in the Certificate Ordinance, and upon payment of the charges therein prescribed. The Issuer and the Paying Agent/Registrar may deem and treat the person in whose name this Certificate is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Paying Agent/Registrar shall not be required to make any such transfer 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)within 30 days prior to a redemption date. IN THE EVENT any Paying Agent/Registrar for the Certificate is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owner of the Certificate. THIS CERTIFICATE shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Certificate Ordinance until the Certificate of Authentication shall have been executed by the Paying Agent/Registrar or the Comptroller's Registration Certificate hereon shall have been executed by the Texas Comptroller of Public Accounts. IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Certificate have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law, and that this Certificate is additionally secured by and payable from a limited pledge of the revenues (not to exceed $1,000) of the Issuer's waterworks and sewer system, remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve, and other requirements in connection with all of the Issuer's revenue bonds or other obligations (now or hereafter outstanding), which are payable from all or any part of the net revenues of the Issuers waterworks and sewer system, all as provided in the Certificate Ordinance. THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as provided therein, and under some (but not all)circumstances amendments thereto must be approved by the Registered Owner of the Certificate. Ordinance 781 Page 5 of 8 BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer,and agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between the Registered Owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, by the Major Pro Tem) and countersigned with the manual or facsimile signature of the Town Secretary of said Issuer, and has caused the official seal of the Issuer to be duly impressed,or placed in facsimile, on this Certificate. QA)u 1AI, X'F(A I �aA�2 4U�Uz Tow Secret � Mayor ? OF WAST (TOWN SEAL) rE X P" Ordinance 781 Page 6 of 8 CERTIFICATE FOR ORDINANCE I, the undersigned Town Secretary of Town of Westlake, Texas ("Town"), hereby certify as follows: 1. The Town Council of said Town convened in a regular meeting on the 25th day of April, 2016, at the regular meeting place thereof, and the roll was called of the duly constituted officers and members of said Town Council, to wit: Laura Wheat, Mayor Carol Langdon, Mayor Pro Tem Michael Barrett, Council Member Alesa Belvedere, Council Member Wayne Stoltenberg, Council Member Rick Rennhack, Council Member Kelly Edwards, Town Secretary and all of said persons were present, except &u I ien6w , thus constituting a quorum. Whereupon, among other business, t ewing was tr s cted at said meeting: a written ORDINANCE BY THE TOWN COUNCIL OF TOWN OF WESTLAKE, TEXAS, AMENDING THE ORDINANCE AUTHORIZING THE ISSUANCE OF THE TOWN OF WESTLAKE, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION, SERIES 2011, AND ENACTING OTHER PROVISIONS RELATED TO THE SUBJECT was duly introduced for the consideration of said Town Council. It was then duly moved and seconded that said Ordinance be passed; and, after due discussion, said motion carrying with it the passage of said Ordinance,prevailed and carried by the following vote: AYES: NOES: 2. That a true, full and correct copy of the aforesaid Ordinance passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Ordinance has been duly recorded in said Town Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said Town Council's minutes of said Meeting pertaining to the passage of said Ordinance; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said Town Council as indicated therein; that each of the officers and members of said Town Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Ordinance would be introduced and considered for passage at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code. Ordinance 781 Page 7 of 8 3. The Town Council has approved and hereby approves the aforesaid Ordinance; and the Mayor and the Town Secretary of said Town hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Ordinance for all purposes. SIGNED AND SEALED ON APRIL 25, 2016. �41 !« 1 r Kelly)EdwardO a Wheat Town Secretary Mayor Town of Westlake, Texas Town of Westlake, Texas (Town Seal) TE X PPB Ordinance 781 Page 8 of 8 NO. R-2 UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT $2,095,000 TOWN OF WESTLAKE, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION SERIES 2011 DELIVERY DATE: March 29, 2011 REGISTERED OWNER: TIB—THE INDEPENDENT BANKERSBANK PRINCIPAL AMOUNT: TWO MILLION NINETY-FIVE THOUSAND DOLLARS The Town of Westlake, Texas (the "Issuer"), being a political subdivision of the State of Texas located in Tarrant County, for value received, promises to pay, from the sources described herein, to the registered owner specified above, or registered assigns (the "Registered Owner"), the principal amount specified above, and to pay interest thereon, from the Delivery Date set forth above, on the balance of said principal amount from time to time remaining unpaid, at the interest rates per annum for each principal installment as set forth below, calculated on the basis of a 360-day year of twelve 30-day months. The unpaid principal of this Certificate shall mature and shall be payable in installments on the dates and in the amounts set forth in the table below: Payment Principal Payment Principal Date Installment Date Installment s s February 15,2012 $ 88,000 February 15, 2022 $ 96,000 February 15,2013 90,000 February 15, 2023 101,000 February 15,2014 93,000 February 15,2024 106,000 February 15, 2015 97,000 February 15, 2025 111,000 February 15,2016 100,000 February 15, 2026 117,000 February 15,2017 75,000 February 15,2027 123,000 February 15, 2018 79,000 February 15, 2028 129,000 February 15,2019 83,000 February 15,2029 136,000 February 15,2020 87,000 February 15, 2030 143,000 February 15,2021 91,000 February 15,2031 150,000 THIS CERTIFICATE SHALL BEAR INTEREST at the rate of 3.25% per annum from the Delivery Date shown above through April 24, 2016, and thereafter the Certificate shall bear interest at the rate of 2.40% per annum. THE PRINCIPAL OF AND INTEREST ON THIS CERTIFICATE are payable in lawful money of the United States of America, without exchange or collection charges. The Issuer shall pay interest on this Certificate on August 15, 2011 and on each February 15 and August 15 thereafter to the date of maturity or redemption prior to maturity. The last principal installment of this Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at the principal office of TIB - The Independent BankersBank, Irving, Texas, which is the "Paying Agent/Registrar" for this Certificate. The payment of all other principal installments of and interest on this Certificate shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each principal and interest payment date by check or draft, dated as of such principal and interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the Certificate Ordinance to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the last business day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, principal and 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. ANY ACCRUED INTEREST due in connection with the final installment of principal of this Certificate or upon redemption of this Certificate in whole at the option of the Issuer prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Certificate for payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the Registered Owner of this Certificate that on or before each principal payment date and interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance,the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificate,when due. IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close,then the date for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS CERTIFICATE is dated March 1, 2011, and authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of$2,095,000 for paying all or a portion of the Issuer's contractual obligations incurred in connection with (i) constructing, reconstructing and improving streets and roads, sidewalks and alleys including related drainage, signalization, landscaping, lighting and signage; (ii) constructing and equipping renovations to existing buildings at the Westlake Academy, including landscaping and related infrastructure; and (iii) legal, fiscal and engineering fees in connection with such projects (collectively,the "Project"). ON FEBRUARY 15, 2021, or any date thereafter, the unpaid principal installments of this Certificate may be redeemed prior to their scheduled due dates, 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 principal installments or portions thereof, to be redeemed shall be selected and designated by the Issuer, at a redemption price equal to the principal amount to be redeemed, plus accrued interest to the date fixed for redemption. AT LEAST 20 DAYS PRIOR to the date fixed for any optional redemption of the Certificate or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, to the Registered Owner of the Certificate at its address as it appeared on the Registration Books on the day such notice of redemption is mailed; 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 this Certificate. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Certificate or portions thereof which 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 Certificate or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for redemption, and 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. UPON THE PAYMENT OR PARTIAL REDEMPTION of the outstanding principal balance of this Certificate, the Paying Agent/Registrar, shall note in the Payment Record appearing on this Certificate the amount of such payment or partial redemption, the date said payment was made and the remaining unpaid principal balance of this Certificate and shall then have said entry signed by an authorized official of the Paying Agent/Registrar. The Paying Agent/Registrar shall also record such information in the Certificate Registration Books, and the Paying Agent/Registrar shall also record in the Certificate Registration Books all payments of principal installments on such Certificate when made on their respective due dates. THIS CERTIFICATE is issuable in the form of one fully-registered Certificate without coupons in the denomination of$2,095,000. This Certificate may be transferred or exchanged as provided in the Certificate Ordinance, only upon the registration books kept for that purpose at the above-mentioned office of the Paying Agent/Registrar upon surrender of this Certificate together with a written instrument of transfer or authorization for exchange satisfactory to the Paying Agent/Registrar and duly executed by the Registered Owner or his duly authorized attorney, and thereupon a new Certificate of the same maturity and in the same aggregate principal amount shall be issued by the Paying Agent/Registrar to the transferee in exchange therefor as provided in the Certificate Ordinance,and upon payment of the charges therein prescribed. The Issuer and the Paying Agent/Registrar may deem and treat the person in whose name this Certificate is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Paying Agent/Registrar shall not be required to make any such transfer 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) within 30 days prior to a redemption date. IN THE EVENT any Paying Agent/Registrar for the Certificate is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owner of the Certificate. THIS CERTIFICATE shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Certificate Ordinance until the Certificate of Authentication shall have been executed by the Paying Agent/Registrar or the Comptroller's Registration Certificate hereon shall have been executed by the Texas Comptroller of Public Accounts. IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Certificate have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law, and that this Certificate is additionally secured by and payable from a limited pledge of the revenues (not to exceed $1,000) of the Issuer's waterworks and sewer system, remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve, and other requirements in connection with all of the Issuer's revenue bonds or other obligations (now or hereafter outstanding), which are payable from all or any part of the net revenues of the Issuers waterworks and sewer system, all as provided in the Certificate Ordinance. THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as provided therein, and under some (but not all) circumstances amendments thereto must be approved by the Registered Owner of the Certificate. BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between the Registered Owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, by the Major Pro Tem) and countersigned with the manual or facsimile signature of the Town Secretary of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile,on this Certificate. 44 Uk-ly FdJ Lft A' �: - Town §ecreta Mayor �'OF WEST (TOWN SEAL) �0 TFX AS. FEDERAL TAX CERTIFICATE The Town of Westlake, Texas (the "Issuer") understands that the amendments to the interest rate mechanism on the Issuer's Combination Tax and Revenue Certificate of Obligation, Series 2011 (the "Obligations"), in accordance with section 14 of the original ordinance adopted on February 28,2011 (the "Original Ordinance")and an Ordinance amending the Original Ordinance adopted on April 25,2016(the "Amending Ordinance"),will constitute a reissuance of the Obligations for new obligations(the"Modified Obligations") under the Internal Revenue Code of 1986. This Certificate is executed for the purpose of establishing the reasonable expectations of the Issuer as to future events regarding such Modified Obligations. Modifications to the interest rate and to the call date for the Obligations made on April 25,2016 will be treated a reissuance of the Obligations, for federal tax purposes, which would result in the original obligations constituting the Obligations being treated as exchanged for the Modified Obligations. With respect to such an exchange,the proceeds of the Modified Obligations will be allocated to the retirement of the Obligations. Other than the modification to the Obligations described above,there have been no other changes or modifications to the Obligations. All of the proceeds of the Obligations have been expended as of the date hereof. Accordingly, in order to assure the tax exempt status of the interest payable on the Obligations as being exempt from federal income taxation,if the transaction were to be considered a reissuance,the Issuer reaffirms and incorporates the statements,expectations and representations made in that certain Federal Tax Certificate of the Issuer dated March 29,2011. It is the intention of the Issuer that this Certificate satisfy the requirements of section 1.148-2(b)of the Treasury Regulations. The holder of the Obligations agreed to the exchange as described in the Amending Ordinance. No payments have been made to or received by such holder as consideration for the modifications described above. There are no other obligations of the Issuer, that(a) are sold at substantially the same time as the Modified Obligations, i.e., within 15 days of the date of sale of the Modified Obligations, (b) are sold pursuant to a common plan of financing with the Modified Obligations,and(c)will be payable from the same source of funds as the Modified Obligations. No payments have been made by the Issuer or the holder of the Obligations for such modification. The Issuer(including any of its related entities)has not issued nor does it expect to issue any other tax-exempt obligations during the current calendar year in an amount which would exceed $10,000,000, within the meaning of section 265(b) of the Code. The Issuer hereby affirms and deems the Modified Obligations to be"qualified tax—exempt obligations"within the meaning of sections 265(b)(3)(C)(ii)and (D)(ii)of the Code. Based on the schedules provided by Lawrence Financial Consulting LLC, the weighted average maturity of the Obligations and the Modified Obligations is 8.72 years, and the yield on the Modified Obligations is 2.4002%. The Issuer has covenanted in the Original Ordinance to comply with the requirements of the Code, including section 148(f)of the Code, relating to the required rebate to the United States. Specifically, the Issuer will take steps to ensure that all earnings on gross proceeds of the Obligations and the Modified Obligations in excess of the yield on the Obligations or the Modified Obligations,respectively,required to be rebated to the United States will be timely paid to the United States. THE ISSUER UNDERSTANDS THAT THE MODIFICATION OF AND THE REISSUANCE OF THE OBLIGATIONS MAY CONSTITUTE A DISCHARGE OF THE OBLIGATIONS AND ACCELERATION OF THE REBATE LIABILITY, IF ANY,FOR THE OBLIGATIONS,WHICH WILL BECOME DUE AND OWNING WITHIN 60 DAYS OF THE DATE OF SUCH EVENT. DATED:April 25,2016 TOWN OF WESTLAKE,TEXAS BY: Town Manager FEDERAL TAX CERTIFICATE The Town of Westlake, Texas (the "Issuer") understands that the amendments to the interest rate mechanism on the Issuer's Combination Tax and Revenue Certificate of Obligation, Series 2011 (the "Obligations"), in accordance with section 14 of the original ordinance adopted on February 28,2011 (the "Original Ordinance")and an Ordinance amending the Original Ordinance adopted on April 25,2016(the "Amending Ordinance"),will constitute a reissuance of the Obligations for new obligations(the"Modified Obligations") under the Internal Revenue Code of 1986. This Certificate is executed for the purpose of establishing the reasonable expectations of the Issuer as to future events regarding such Modified Obligations. Modifications to the interest rate and to the call date for the Obligations made on April 25,2016 will be treated a reissuance of the Obligations, for federal tax purposes, which would result in the original obligations constituting the Obligations being treated as exchanged for the Modified Obligations. With respect to such an exchange,the proceeds of the Modified Obligations will be allocated to the retirement of the Obligations. Other than the modification to the Obligations described above,there have been no other changes or modifications to the Obligations. All of the proceeds of the Obligations have been expended as of the date hereof. Accordingly, in order to assure the tax exempt status of the interest payable on the Obligations as being exempt from federal income taxation,if the transaction were to be considered a reissuance,the Issuer reaffirms and incorporates the statements,expectations and representations made in that certain Federal Tax Certificate of the Issuer dated March 29,2011. It is the intention of the Issuer that this Certificate satisfy the requirements of section 1.148-2(b)of the Treasury Regulations. The holder of the Obligations agreed to the exchange as described in the Amending Ordinance. No payments have been made to or received by such holder as consideration for the modifications described above. There are no other obligations of the Issuer, that(a) are sold at substantially the same time as the Modified Obligations, i.e., within 15 days of the date of sale of the Modified Obligations, (b) are sold pursuant to a common plan of financing with the Modified Obligations,and(c)will be payable from the same source of funds as the Modified Obligations. No payments have been made by the Issuer or the holder of the Obligations for such modification. The Issuer(including any of its related entities)has not issued nor does it expect to issue any other tax-exempt obligations during the current calendar year in an amount which would exceed $10,000,000, within the meaning of section 265(b) of the Code. The Issuer hereby affirms and deems the Modified Obligations to be"qualified tax—exempt obligations"within the meaning of sections 265(b)(3)(C)(ii)and (D)(ii)of the Code. Based on the schedules provided by Lawrence Financial Consulting LLC, the weighted average maturity of the Obligations and the Modified Obligations is 8.72 years, and the yield on the Modified Obligations is 2.4002%. The Issuer has covenanted in the Original Ordinance to comply with the requirements of the Code, including section 148(f)of the Code, relating to the required rebate to the United States. Specifically,the Issuer will take steps to ensure that all earnings on gross proceeds of the Obligations and the Modified Obligations in excess of the yield on the Obligations or the Modified Obligations,respectively,required to be rebated to the United States will be timely paid to the United States. THE ISSUER UNDERSTANDS THAT THE MODIFICATION OF AND THE REISSUANCE OF THE OBLIGATIONS MAY CONSTITUTE A DISCHARGE OF THE OBLIGATIONS AND ACCELERATION OF THE REBATE LIABILITY, IF ANY,FOR THE OBLIGATIONS,WHICH WILL BECOME DUE AND OWNING WITHIN 60 DAYS OF THE DATE OF SUCH EVENT. DATED: April 25, 2016 TOWN OF WESTLAKE,TEXAS By: AMR — Town Manager Form 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev.September 2011) 10-Under Interna)Revenue Code section 149(e) OMB No.1545-0720 Department of the Treasury ►See separate instructions. Internal Revenue Service Caution:/f the issue price is under$100,000,use Form 8038-GC. Reporting Authority If Amended Return,check here Do- 1 1 Issuer's name 2 Issuer's employer identification number(EIN) Westlake,Texas(Town of) 75-2449357 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a None N/A 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) 3 Village Circle 202 3 , 6 City,town,or post office,state,and ZIP code 7 Date of issue Westlake,Texas 76262 04/25/2016 8 Name of issue 9 CUSIP number Combination Tax and Revenue Certificate of Obligation,Series 2011 [Reissuance) None 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other instructions) employee shown on 10a Thomas E.Brymer,Town Manager (817)430-0941 Type of Issue(enter the issue price). See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12 _ 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other. Describe ► various municipal projects 18 1 1,627,000 19 If obligations are TANS or RANs,check only box 19a . . . . . . . . . . . . . ► ❑ If obligations are BANS,check only box 19b . . . . . . . . . . . . . . ► ❑ E 20 if obligations are in the form of a lease or installment sale,check box . . . . . . . . 10- 0 � k Description of Obligations.Complete for the entire issue for which this form is being filed.) a Final maturity date (c)Stated redemption (d)Weighted (e)( ) ty (b)Issue price price at maturity average maturity a Yield 21 02/15/2031 1,627,000 1,627,000 8.72 ears 2.4002 Uses of Proceeds of Bond Issue(including underwriters'discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 -0- 23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . 23 1,627,000 24 Proceeds used for bond issuance costs(including underwriters'discount). 24 -0- 25 Proceeds used for credit enhancement 25 -0- 26 Proceeds allocated to reasonably required reserve or replacement fund 26 -0- 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 1,627,000 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 -0- 29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . 29.:-; 1,627,000 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . 30 .0- Description of Refunded Bonds.Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► 8.72 years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► N/A years 33 Enter the last date on which the refunded bonds will be called(MM/DD/YYYY) . . . . . . ► 04/25/2016 34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY) 03/29/2011 For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011) Westlake,Texas(Town of) EIN: 75.2449357 Form 8038-G(Rev.9-2011) Page 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 -0- 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract 77 (GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a -0- b Enter the final maturity date of the GIC 0- c c Enter the name of the GIC provider)- 37 rovider►37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . 37x 0- 38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information: b. Enter the date of the master pool obligation► c Enter the EIN of the issuer of the master pool obligation 10- d d Enter the name of the issuer of the master pool obligation► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . . ► Q 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . . . . . 10- 41a 41a If the issuer has identified a hedge,check here► ❑ and enter the following information: b Name of hedge provider► c Type of hedge Po- d d Term of hedge► 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . . ► ❑✓ 44 If the issuer has established written procedures to monitor the requirements of section 148,check box . . . . . ► 45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount of reimbursement . . . . . . . . . ► b Enter the date the official intent was adopted Ills- Under Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,they are true,correct,and complete.I further declare that 1 consent to the IRS's disclosure of the issuer's return information,as necessary to and process thi eturn,to the person that I have authorized above. Consent ALC&I 04/25/2016 ' Sign ture of issuer's authorized representative Date Type or print name and title Paid Print/Type preparer's name jPrepa,6gn, ,,, Date Check F-1ifIN Preparer Stefano Taverna 04/2512016 self-employed P01067358 Use Only Firm's name P. McCall,Parkhurst&HortoP. Firm's EIN ► 75-0799392 Firm's address ► 717 N.Harwood,Suite 900,Dallas,TX 75201 Phone no. 214-754-9200 Form 8038-Ga(Rev.9-2011)