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Res 19-40 Approval of Bracewell as Bond Attorneys TOWN OF WESTLAKE RESOLUTION 19-40 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING AN ENGAGEMENT AGREEMENT WITH BRACEWELL LLP RELATING TO BOND COUNSEL SERVICES. WHEREAS, The Town of Westlake, Texas (the "Town") plans to issue bonds or other obligations from time to time for various public purposes authorized by Texas statutes; and WHEREAS, the Town desires to engage competent, experienced bond counsel services for the issuance of these bonds and other obligations; and WHEREAS, Bracewell LLP ("Bracewell" or the "Firm") is a nationally recognized law firm providing bond counsel services; and WBEREAS, the Town and the Firm desire to enter into an engagement agreement (the "Engagement Agreement") that sets forth the agreement between the parties with respect to bond counsel services; and WHEREAS,the Town Council finds that the passage of this Resolution is in the best interest of the people of Westlake. NOW, THEREFORE,BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: THAT, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: It is hereby found, determined and declared that there is a substantial need for Bracewell's legal services; the legal services cannot be adequately performed by the attorneys and supporting personnel of the Town; and the legal services cannot reasonably be obtained from attorneys in private practice under a contract providing only for the payment of hourly fees, without regard to the outcome of the matter, because of the nature of the matter for which the services will be obtained and the compensation for such services will be paid from the proceeds of the bonds or other obligations issued by Town. SECTION 3: The Town Council of the Town (the "Town Council") approves the Engagement Agreement by and between the Town and Bracewell in substantially the form attached hereto as Exhibit A, with such changes as may be approved by the Mayor or Town Manager, and the Mayor or Town Manager is hereby authorized to execute such Engagement Agreement and this Resolution and the Town Secretary may attest such signature. SECTION 4: It is hereby found, determined, and declared that a sufficient written notice of the date, hour, place, and subject of this meeting of the Town Council was posted at the location and the time required by law preceding this meeting, as required by the Open Meetings Act, Resolution 19-40 Page 1 of 2 Chapter 551, Texas Government Code, and that this meeting has been open to the public as required by law at all times during which this Resolution and the subject matter thereof has been discussed, considered and formally acted upon. It is further found, determined and declared that sufficient written notice of the Engagement Agreement was posted as required by Chapter 2254, Texas Government Code. The Town Council further ratifies, approves and confirms such written notices and the contents and posting thereof. SECTION 5: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 6: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 18Tn DAY OF NOVEMBER 2019. ATTEST: M inn Tadya Morris, Assistant to tfib Town Secretary APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Laura Wheat, Mayor y1N OF .wFS; Ar : m TEXAS Resolution 19-40 Page 2 of 2 November 18, 2019 Honorable Mayor and Town Council Members Town of Westlake,Texas 1500 Solana Blvd, Bldg 7, Suite 7200 Westlake,TX 76262 Dear Honorable Mayor and Town Council Members: We are pleased to set forth in this letter the terms of our engagement as bond and finance counsel for the Town of Westlake, Texas (the "Town") in connection with its issuance from time to time of bonds and other debt instruments, and such other general finance matters as may be referred to us from time to time. We appreciate the confidence you have shown in Bracewell LLP ("Bracewell" or "Firm") and look forward to this opportunity to represent your interests. It is our practice to confirm the terms and conditions of our engagements, and that is the purpose of this Engagement Letter and the attached Terms of Engagement. This engagement has been approved by Bracewell subject to the conditions described in this letter. Scope of Engagement We agree that our services as Bond Counsel will include the following services: 1. Attendance at all meetings of the Town as required or requested in connection with the planning and authorization of Bonds, including consultation on federal income tax matters; 2. Preparation of the ordinances of the Town authorizing issuance of Bonds, together with all other legal documents comprising the transcript of proceedings for authorization and issuance of Bonds and other debt instruments; 3. Preparation of and submission to the Attorney General of Texas of a transcript of proceedings for the Bonds to obtain the approval of the Attorney General and registration of the Bonds by the Comptroller of Public Accounts of Texas; 4. Preparation and filing of legal documents required under federal income tax law for the Bonds, and the preparation of and delivery to the Town of a Letter of Instructions with respect to the federal income tax treatment of Certificate proceeds; Julie M. Partain T:+1.214.758.1606 F:+1.800.404.3970 Counsel 1445 Ross Avenue,Suite 3800,Dallas,Texas 75202-2724 julie.partain@bracewell.com bracewell.com Honorable Mayor and Town Council Members November 18, 2019 Page 2 S. Representation of the Town at the closing of the sale of the Bonds, including preparation of all closing documents; and 6. If appropriate, the delivery at closing of our approving opinion as to the validity of the Bonds under Texas law, and the exclusion of interest on the Bonds from gross income of the holders under federal income tax law. The services outlined above do not include such matters as services as disclosure counsel in connection with the sale of the Bonds, work on post closing federal tax or disclosure issues, obtaining IRS rulings or clarifications of federal tax law, presentations to rating agencies or bond insurers, or "blue sky" or securities registration services. We will be pleased to provide legal services in connection with any matters not included in paragraphs 1 through 6 above, but we believe that such additional services, if requested by the Town, should be the subject of an addendum to this letter or a separate letter of engagement. Our representation of the Town with respect to Bonds will end upon the closing for the Bonds. This Engagement Letter may be supplemented to reflect new matters or issues that deviate from the current engagement in scope, billing arrangements, complexity, risk, or that otherwise require a substantial change in terms and conditions. The Terms of Engagement, however, will govern all projects and engagements for Client. Fees, Expenses and Billing with Respect to Services Our fees with respect to the Bonds shall be payable at the time of delivery of the Bonds to the purchaser thereof outlined in Exhibit A. Occasionally, the Town may request us to perform miscellaneous legal services not related to a specific issue of the Bonds, including assisting the Town with economic development projects or drafting of various agreements. We propose that such services be performed on an hourly basis according to our discount hourly rates charged to other clients and billed monthly. Conflicts of Interest: Applicable Standard For purposes of evaluating conflicts of interests, you acknowledge that Bracewell relies upon the Texas Disciplinary Rules of Professional Conduct. Bracewell may represent other clients that may be adverse to your interests in substantially unrelated matters, and it may represent other clients within the same industry. Alternative Dispute Resolution Disputes arising under or pertaining to this engagement shall be resolved, if possible, by a non- binding mediation conducted by a mutually acceptable mediator at a location acceptable to the Town and Bracewell. The mediation process may be initiated by a written request with a list of acceptable mediators and site for the proceeding. Conclusion You are encouraged to discuss the terms of this engagement letter with the independent counsel of your choice. Please call me if you wish to discuss any aspect of this engagement. Honorable Mayor and Town Council Members November 18, 2019 Page 3 If this Engagement Letter, including the provisions in the attached Terms of Engagement, correctly reflects your understanding of the terms and conditions of our representation, please sign the enclosed copy of this letter in the space provided and return one original to Bracewell. Thank you again for the opportunity to represent you in this matter. Very truly yours, Bracewell LLP By: T �L�IOJ Julie Melton Melton Partain Attachments AGREED AND ACCEPTED: TOWN OF WESTLAKE,TEXAS By: Aa-6apl� Its: A%Z� Date: I M91!-I EXHIBIT A Bond Counsel Fees Relating to Routine Debt Issues for the Town of Westlake,Texas Proceeds of Bonds Fee First$15 million $20,000 minimum fee Next$15 million $20,000 plus $1.15 per $1,000 of proceeds in excess of$15 million $30 million -$50 million $40,000 plus $1.00 per $1,000 of proceeds in excess of$30 million Over$50 million $55,000 plus $.85 per$1,000 of proceeds and in excess of$50 million Fees for refundings will be based on the same schedule times 1.30 Variable Rate Bonds (with third party credit or liquidity enhancement) Same as above, plus an amount to be agreed upon in advance based on complexity of each transaction. Bond Election Hourly rates not exceeding a total of $15,000 to be added to the initial bond issue following such election. Texas Water Development Board Transactions Same as above, plus $7,500 for CWSRF, DWSRF and WIF Bond issues. For State Participation Program applications and Master Agreements, fees shall be based on discounted hourly rates with such fees not to exceed $30,000. For other TWDB Bond issues, fees to be agreed upon in advance based on complexity of each transaction. Other Matters When and as requested and with the fees to be agreed upon in advance. PUBLIC IMPROVEMENT DISTRICT FINANCINGS Hourly Services Fees For fees relating to the creation of a public improvement district (a "PID") and levy of assessments, including the negotiation of development or financing agreements we will bill the Town based a fee separate from our bond counsel fee for PID Bonds and based on our hourly billing rates. We will negotiate the amount of such fee at the outset of each PID financing. Although the Town remains primarily responsible for the timely payment of all invoices, we acknowledges that the Town may require a third party developer to pay a portion of our legal fees, other than PID BOND fees, related to a PID financing. Invoices will be delivered to the Town. The Town is our only client in this engagement; no attorney-client or other relationship exists between us and any third party developer and no third-party developer will have any authority as to the performance of this engagement. The Town understands and consents to the payment of our fees and expenses by a third party developer to the extent negotiated by the Town. PID Bond Counsel Fees For our services as bond counsel in connection with the authorization, issuance and sale of any PID Bonds, the Town will pay us, solely from the proceeds of sale of each issue or installment of the PID Bonds, an amount equal to 1) 2%of the first$5,000,000 in principal amount of such PID Bonds; and 2) 1.5% of the principal amount of such PID Bonds above $5,000,000 in principal amount of such PID Bonds. This above fee schedule shall be applicable to each separate issue or installment of the PID Bonds but shall only be due with respect to PID Bonds actually issued, sold and delivered. Our fee for bond counsel services for any separate issue or installment of the PID Bonds shall not be less than $50,000. Our fee for serving as bond counsel on any issue of refunding PID Bonds will be 1% of the principal amount of such PID Bonds, but not less than $35,000. BRACEWELL LLP TERMS OF ENGAGEMENT Introduction These are the Terms of Engagement adopted by Bracewell LLP ("Bracewell") and the addressee of the preceding Engagement Letter ("Client") and referred to in our Engagement Letter as the basis for our representation. Because they are an integral part of our agreement to provide representation, we ask that you review this document carefully and retain it for your files. If you have any questions after reading it, please promptly inform your principal contact at the Firm. Client of the Firm Because Bracewell has been engaged to represent the Client only, the engagement does not include the Client's family members, affiliated or related entities, or their respective individual officers, directors, partners, equity owners or employees. Unless otherwise specifically stated in the Engagement Letter, our representation does not include any parent, subsidiary, or affiliated entity; employee, officer, director, shareholder, member or partner of an entity; or, any commonly owned entity. For any trade association, our representation does not include any member of the trade association; and for individuals, our representation does not include any employer, partner, spouse, sibling, or other family member. In the event we are asked to undertake representation of any other entity in connection with this engagement, we will do so only by agreement defined in the Engagement Letter. By execution of the Engagement Letter, Client consents to Bracewell's use of the name and a generic description of the transaction in Bracewell marketing materials. Confidential Client information will not be included in such materials. Our Relationship with Others and Conflicts of Interest Conflict of Interest is a concern for Bracewell and its clients. We attempt to identify actual and potential conflicts at the outset of each engagement. Unfortunately, conflicts sometimes arise or become apparent after work begins on an engagement. When that happens, we will do our best to address and resolve the situation in the manner that best serves the interests of all of our affected clients. Client and Bracewell agree that matters relating to legal ethics and professionalism, including Conflicts of Interest, will be resolved by the Texas Disciplinary Rules of Professional Conduct. Bracewell accepts this engagement on the understanding that our representation of you will not preclude us from accepting another engagement from a new or existing client provided that (1) such engagement is not substantially related to the subject matter of services we provide to you and (2) such other engagement would not impair the confidentiality of related client information. Staffing the Project In most cases, one attorney will be your primary contact. In order to provide you with the expertise of our firm, and to provide services on a cost effective basis, that attorney will delegate parts of your work to other lawyers, paralegals and professionals. Billing Arrangements and Terms of Payment Fees for professional services and expenses are not contingent on the outcome of the project, unless expressly stated in the Engagement Letter. Unless expressly stated in the Engagement Letter, Bracewell issues invoices on a periodic basis, normally each month, for fees and expenses. Invoices are due on receipt and are considered past due 30 days after receipt. Clients frequently ask us to estimate the fees and other charges they are likely to incur in connection with a particular matter. Any estimate is based on professional judgment and facts and circumstances that appear at the time. As such, any estimate is subject to the understanding that, unless we agree otherwise in writing, it does not represent a maximum, minimum, or fixed-fee quotation. The ultimate cost frequently is more or less than the amount estimated. It may be necessary for us to retain third parties, such as consultants, experts and investigators, in order to represent you adequately. In that event,you will be responsible for the prompt payment of the invoices of those third parties. Although we may advance third-party disbursements in reasonable amounts, we will ask you to pay larger third-party invoices (usually those over $500) directly to the third party providing the services. If the representation will require a concentrated period of activity, such as a trial, arbitration, or hearing, we reserve the right to require the payment of all amounts owed and the prepayment of the estimated fees and expenses to be incurred in completing the trial, arbitration, or hearing, as well as arbitration fees likely to be assessed. If you fail to pay timely the estimated fees and expenses, we will have the right to cease performing further work and the right to withdraw from the representation, subject to any applicable rules of court or other applicable tribunal. Although an insurer's payment of defense costs may be applied to billings of the firm, the payment obligation remains with you. Failure of any insurer to pay all or part of the billings for this project does not relieve you from the obligation to pay billings in full and in a timely manner. Taxes The Client agrees that all payments under the Engagement Letter shall be payable to Bracewell in U.S. Dollars, free and clear of any and all present and future taxes, levies, imposts, duties, deductions, withholdings, fees, liabilities and similar charges (the "Taxes"). If any Taxes are required to be withheld or deducted from any amount payable under the Engagement Letter, then the amount payable under the Engagement Letter shall be increased to the amount which, after deduction from such increased amount of all Taxes required to be withheld or deducted therefrom, will yield to Bracewell the amounts stated to be payable to Bracewell under the Engagement Letter. 2 Termination Because Bracewell has been engaged to provide services in connection with the representation specifically defined in our Engagement Letter, the attorney-client relationship terminates upon our completion of those services. You may terminate the engagement at any time, with or without cause, by notifying us in writing. The firm also can terminate the engagement before the completion of its representation of you in the specified matter if(a) the continued representation would result in a violation of the applicable rules of professional conduct or other law; (b) the termination can be accomplished without material adverse effect on your interests; (c) you persist in a course of action that Bracewell reasonably believes is criminal or fraudulent, or you have used our services to perpetrate a crime or fraud, (d) the firm has a fundamental disagreement with the objective or tactics in this engagement; (e) you deliberately and substantially fail to discharge an obligation regarding this engagement, including the payment of fees and expenses and the duty of cooperation as provided in the Terms of Engagement; or (f) other good cause for termination exist. In the event that the firm intends to terminate the engagement, the firm will give reasonable notice and allow you access to your files relating to this engagement. For purposes of this Engagement Letter, this engagement terminates upon written notice of termination by Client or by Bracewell. The termination of our services will not affect your responsibility for payment of legal services rendered and other charges incurred before termination and in connection with an orderly transition of the project. After completion of the representation, however, changes may occur in the applicable laws or regulations that could affect your future rights and liabilities in regard to the matter. Bracewell has no continuing obligation to give advice with respect to any future legal developments that may relate to the project. Retention of Client Files Client files are limited to: materials supplied by Client; final contracts; estate planning documents, deeds and corporate records; and, routine correspondence related to this engagement. At the close of any matter, Client files may be returned to you, sent to a private storage facility, archived for a limited time or destroyed. The attorney closing the file will determine, at his or her discretion, the disposition of Client files, unless you make a specific written request that they be returned. Your request for return of Client files must be delivered to Bracewell no later than 120 days after the last substantive service relating to the closed matter. A substantive service does not include audit letter research and preparation, or any other service that does not directly relate to the substantive discharge of a Client engagement. Your request must be specific and designate your representative to receive the files. Client is responsible for paying the reasonable cost to retrieve, duplicate and deliver the Client files. 3 Bracewell adopted a program of document retention and management of electronically stored information, including regular deletion of outdated, corrupt or useless files. Such program may change from time-to-time. It is important for Client to alert Bracewell in advance of special treatment, sensitive information, retention requirements and other unique conditions pertaining to Client files. Client agrees that it will notify Bracewell in a timely, written and specific manner, concerning any requirement for special or unusual handling or attention of its Client files. This includes any statutory or regulatory requirements relating to confidentiality and retention of Client files. Bracewell Files You agree that Bracewell will own and retain its own files and any related electronically stored information pertaining to the engagement. You will not have the right or ability to require us to deliver such files and records (or copies thereof) to you. Examples of Bracewell files and records are: firm administrative records, financial files and documents, time and expense reports, personnel and staffing materials, credit and accounting records, electronic mail correspondence (other than such correspondence which was sent to you by a member of our firm) and internal lawyer's work product, such as drafts, notes, memoranda and legal and factual research, including investigative reports prepared by or for the internal use of lawyers. Further, at the discretion of the responsible partner for the project in question, we may destroy any such documentation which is the property of Bracewell or any documentation which such partner determines to be duplicative or unnecessary in all cases without having to obtain your consent. Choice of Law Because Bracewell performs legal services in a number of jurisdictions, for consistency and predictability, the Client and Bracewell agrees that the Texas Disciplinary Rules of Professional Conduct (found at www.texasbar.com or www.txethics.org) will govern all issues of legal ethics and professionalism. Disclaimer We cannot guarantee the outcome of any matter. Any expression of our professional judgment regarding your matter or the potential outcome is, of course, limited by our knowledge of the facts and based on the law at the time of expression. It is also subject to any unknown or uncertain factors or conditions beyond our control. Either at the commencement or during the course of the representation, we may express opinions or beliefs about the matter or various courses of action and the results that might be anticipated. Any expressions on our part concerning the outcome of the representation, or any other legal matters, are based on our professional judgment and are not guarantees. By signing the Engagement Letter or otherwise indicating your acceptance of the Engagement Letter, you acknowledge that Bracewell has made no promises or guarantees to you about the 4 outcome of the representation, and nothing in these Terms of Engagement shall be construed as such a promise or guarantee. Your Cooperation To enable us to provide effective representation,you agree to: (1) disclose to us fully, accurately and on a timely basis, all facts and documents that are or might be material or that we may request; (2) keep us apprised on a timely basis of all developments relating to the representation that are or might be material; (3) attend meetings, conferences, and other proceedings when it is reasonable to do so; (4) provide updated information for conflicts purposes, if necessary; and (5) cooperate fully with us in all matters relating to the engagement. Modification of Our Agreement The Terms of Engagement reflect our agreement on the terms of all engagements, and are not subject to any oral agreements, modifications, or understandings. Any change in these Terms of Engagement must be made in writing signed by both Bracewell and Client. Anti-Boycott Verification. Bracewell hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to comply with Section 2270.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, 'boycott Israel' means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. Bracewell understands 'affiliate' to mean an entity that controls, is controlled by, or is under common control with Bracewell and exists to make a profit. Iran, Sudan and Foreign Terrorist Organizations. Bracewell represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law neither Bracewell nor any wholly-or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. Bracewell understands "affiliate"to mean any entity that controls, is controlled by, or is under common control with Bracewell and exists to make a profit. 5 In Conclusion If you have questions or concerns, at any time, relating to the terms and conditions of this engagement, the services or advice provided by Bracewell, or the fees and expenses reflected in the invoices, please bring them to the attention of your principal contact at our firm, or Bracewell's General Counsel. 6 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of Complete Nos.1-4 and 6 if there are interested parties, OFFICE USE.ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties, CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-546789 Bracewell LLP Houston,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/01/2019 being filed. Town of Westlake,Texas Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Bond Counsel Agreement Bond Counsel Services 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Bopp,Gregory Houston,TX United States X Wallace,Barron Houston,TX United States X Day, Kate Houston,TX United States X Hutt,Jason Washington D.C.,DC United X Crain,Stephen Houston,TX United States X Lewis,Mark Washington D.C.,DC United X Anderson,William. Houston,TX United States X Teaff,Brian Houston,TX United States X Collins,Robert Dallas,TX United States X Partain,Julie Dallas,TX United States X Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaF7d CERTIFICATE OF INTERESTED PARTIES FORM 1295 2 o12 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 it there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-546789 Bracewell LLP Houston,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 1010.V2019 being filed. Town of Westlake,Texas Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Bond Counsel Agreement Bond Counsel Services 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DIECLARAnOl�N I{,/'�{1y/�• �1 My name is L�nx.�r IC. 1 w``1 ` 1 /N, ' f,, J� �, and my date—off Mirth is /Q'r���1��-1 z My address is 111 Lo������f qo— J�l.t , J(JtJ. T'fU�,4II 11Yl .1X. '1t7U Z , A (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in f by J County, Stale of I IN 0 ,on the `,,day of f yh Iyx,20-d (month) (year) 17;ignatureitfauthoillent of contracting business entity ( carann Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 2 Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-546789 Bracewell LLP Houston,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/01/2019 being filed. Town of Westlake,Texas Date Acknowledged: 12/02/2019 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Bond Counsel Agreement Bond Counsel Services Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Bopp, Gregory Houston, TX United States X Wallace, Barron Houston, TX United States X Day, Kate Houston, TX United States X Hutt,Jason Washington D.C., DC United X Crain, Stephen Houston, TX United States X Lewis, Mark Washington D.C., DC United X Anderson, William Houston, TX United States X Teaff, Brian Houston, TX United States X Collins, Robert Dallas,TX United States X Partain,Julie Dallas,TX United States X Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d CERTIFICATE OF INTERESTED PARTIES FORM 1295 2 of 2 Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-546789 Bracewell LLP Houston,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/01/2019 being filed. Town of Westlake,Texas Date Acknowledged: 12/02/2019 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Bond Counsel Agreement Bond Counsel Services Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of ,20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d