ORD 2002-27ORDINANCE NO. 2002-27
AN ORDINANCE OF THE TOWN OF TROPHY CLUB, TEXAS AUTHORIZING THE ISSUANCE, SALE
AND DELIVERY OF TOWN OF TROPHY CLUB, TEXAS GENERAL OBLIGATION BONDS, SERIES
2002-A, IN THE PRINCIPAL AMOUNT OF 51,400,000 FOR A MUNICIPAL PARK AND SWIMMING
POOL; PROVIDING FOR THE AMOUNT AND PURPOSE OF THE BONDS; PROVIDING FOR
DESIGNATION OF THE BONDS; PROVIDING FOR INITIAL DATE, DENOMINATION, NUMBER,
MATURITIES, INITIAL REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL BOND;
PROVIDING FOR INTEREST; PROVIDING FOR THE FORM OF THE INITIAL BOND; DEFINING
ADDITIONAL CHARACTERISTICS OF THE BONDS; PROVIDING FOR THE FORM OF SUBSTITUTE
BONDS; PROVIDING FOR TAX LEVY; PROVIDING FOR DEFEASANCE OF BONDS; PROVIDING
FOR DAMAGED, MUTILATED, LOST, STOLEN OR DESTROYED BONDS; ESTABLISHING
GUIDELINES FOR CUSTODY, APPROVAL, AND REGISTRATION OF BONDS, BOND COUNSEL'S
OPINION, CUSIP NUMBERS, AND CONTINGENT INSURANCE PROVISION, IF OBTAINED;
PROVIDING COVENANTS REGARDING TAX EXEMPTION; PROVIDING A DESIGNATION AS TAX
EXEMPT OBLIGATIONS; PROVIDING FOR THE ALLOCATION OF, AND LIMITATION ON,
EXPENDITURES FOR THE PROJECT; PROVIDING FOR THE DISPOSITION OF PROJECT;
PROVIDING FOR CONTINUING DISCLOSURE; PROVIDING FOR SALE OF INITIAL BOND;
PROVIDING FOR INTEREST EARNINGS ON BOND PROCEEDS; PROVIDING FOR PUBLIC
NOTICE; PROVIDING A CUMULATIVE CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING
SEVERABILITY; PROVIDING FOR PUBLICATION; PROVIDING FOR .ENGROSSMENT AND
ENROLLMENT; AND PROVIDING AN EFFECTIVE DATE
THE STATE OF TEXAS §
COUNTY OF DENTON §
TOWN OF TROPHY CLUB §
WHEREAS, the general obligation bonds hereinafter authorized were lawfully and favorably voted at an
election duly held in said Town on May 4, 2002; and
WHEREAS, it is deemed necessary and advisable to authorize, issue and deliver this installment or series
of said bonds; and
WHEREAS, the bonds hereinafter authorized and designated are to be issued and delivered pursuant to
Chapter 1331, Government Code; and
WHEREAS, the meeting was open to the public and public notice of the time, place and purpose of said
meeting was given pursuant to Chapter 551, Texas Government Code.
BE IT ORDAINED BY THE TOWN COUNCIL OF THF: TOWN OF TROPHY CLUB, TEXAS:
Section 1. AMOUNT AND PURPOSE OF THE BONDS. The bond or bonds of the TOWN OF
TROPHY CLUB, TEXAS (die "Issuer") are hereby authorized to be issued and delivered in the aggregate principal
amount of $1,400,000, for the purpose to construct, improve and equip a Municipal Par]: and Swimming Pool.
Section 2. DESIGNATION OF THE BONDS. Each bond issued pursuant to this Ordinance shall
be designated: "TOWN OF TROPHY CLUB, TEXAS GENERAL OBLIGATION BOND, SERIES 2002-A", and
initially there shall be issued, sold, and delivered hereunder a single fully registered bond, without interest coupons,
payable in annual installments of principal (the "Initial Bond"), but the Initial Bond may be assigned and transferred
and/or converted into and exchanged for a like aggregate principal amount of fully registered bonds, without interest
coupons, having serial and annual maturities, and in the denomination or denominations of $5,000 or any integral
multiple of $5,000, all in the manner hereinafter provided. The term "Bonds" as used in this Ordinance shall mean
and include collectively the Initial Bond and all substitute bonds exchanged therefor, as well as all other substitute
bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds.
Section 3. INITIAL DATE. DENOMINATION. NUMBER. MATURITIES. INITIAL
REGISTERED OWNER AND CHARACTERISTICS OF THE INITIAL BOND. (a) The Initial Bond is hereby
authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without interest coupons,
dated September 1, 2002, in the denomination and aggregate principal amount of $1,100,000, numbered R-1,
payable in annual installments of principal to the initial registered owner thereof, to -wit: RBC DAIN RAUSCHER,
or to the registered assignee or assignees of said Bond or any portion or portions thereof (in each case, the
"registered owner"), with the annual installments of principal of the Initial Bond to be payable on the dates,
respectively, and in the principal amounts, respectively, stated in the FORM OF INITIAL BOND set forth in this
Ordinance.
(b) The Initial Bond (i) may be prepaid or redeemed prior to the respective scheduled due dates of
installments of principal thereof, (ii) may be assigned and transferred, (iii) may be converted and exchanged for
other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and interest
on the Initial Bond shall be payable, all as provided, and in the manner required or indicated, in the FORM OF
INITIAL BOND set forth in this Ordinance.
Section 4. INTEREST. The unpaid principal balance of the Initial Bond shall bear interest from the
date of the Initial Bond and will be calculated on the basis of a 360 -day year of twelve 30 -day months to the
respective scheduled due dates, or to the respective dates of prepayment or redemption, of the installments of
principal of the Initial Bond, and said interest shall be payable, all in the manner provided and at the rates and on the
dates stated in the FORM OF INITIAL BOND set forth in this Ordinance.
Section 5. FORM OF INITIAL BOND. The form of the Initial Bond, including the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be endorsed on the Initial
Bond, shall be substantially as follows:
FORM OF INITIAL BOND
NO. R-151,400,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
TOWN OF TROPHY CLUB, TEXAS
GENERAL OBLIGATION BOND, SERIES 2002-A
The TOWN OF TROPHY CLUB, in DENTON COUNTY (the "Issuer"), being a political subdivision of
the State of Texas, hereby promises to pay to
RBC DAIN RA USCHER
or to the registered assignee or assignees of this Bond or any portion or portions hereof (in each case, the "registered
owner") the aggregate principal amount of
ONE AIILLION FOUR HUNDRED THOUSAND DOLLARS
in annual installments of principal due and payable on September 1 in each of the years, and in the respective
principal amounts, as set forth in the following schedule:
%
maturities 2013,
YEAR AMOUNT
YEAR
AMOUNT
2003 40,000
2013
70,000
2004 45,000
2014
70,000
2005 45,000
2015
75,000
2006 45,000
2016
80,000
2007 50,000
2017
85,000
2008 55,000
2018
90,000
2009 55,000
2019
95,000
2010 60,000
***
****
2011 60,000
***
****
2012 65,000
2022
315,000
and to pay interest, from the date of this Bond hereinafter stated, on the balance of each such installment of
principal, respectively, from time to time remaining unpaid, at the rates as follows:
maturities 2003,
4.75
%
maturities 2013,
4.00
%
maturities 2004,
4.75
%
maturities 2014,
4.00
%
maturities 2005,
4.75
%
maturities 2015,
4.10
%
maturities 2006,
4.75
%
maturities 2016,
4.20
%
maturities 2007,
4.75
%
maturities 2017,
4.30
%
maturities 2008,
4.75
%
maturities 2018,
4.40
%
maturities 2009,
4.75
% maturities 2019, 4,50 %
maturities 2010,
4.75
%*** ***
maturities 2011,
4.75
% **** ***
maturities 2012,
4.75
% maturities 2022, 4.80 %
with said interest being payable on March 1, 2003, and semiannually on each September I and March 1 thereafter
while this Bond or any portion hereof is outstanding and unpaid,
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Bond are payable in Iawful
money of the United States of America, without exchange or collection charges. The installments of principal and
the interest on this Bond are payable to the registered owner hereof through the services of JPAIORGAN CFIASE
BANK, DALLAS, TEXAS, which is the "Paying Agent/Registrar" for this Bond. Payment of all principal of and
interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each principal
and/or interest payment date by check or draft, dated as of such date, drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond
Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such
cheek or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each
such principal and/or interest payment date, to tlhe registered owner hereof, at the address of tlhe registered owner, as
it appeared on the fifteenth 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, or by such other method acceptable to the
Paying AgentfRegistrar requested by, and at the risk and expense of, the registered owner. The Issuer covenants
with the registered owner of this Bond that on or before each principal and/or interest payment date for this Bond it
will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond
Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and
interest on this Bond, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a
legal holiday, or a day on which banking institutions in the city where 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 which
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 BOND has been authorized in accordance with the Constitution and laws of the State of Texas, in the
principal amount of $1,400,000, for the purpose to construct, improve and equip a Municipal Park and Swimming
Pool.
ON SEPTEMBER 1, 2012, or any date thereafter, the unpaid installments of principal of this Bond may be
prepaid or redeemed prior to their scheduled due dates, at the option of the Issuer, with funds derived from any
available source, as a whole, or in part, and, if in part, the Issuer shall select and designate the maturity, or
maturities, and the amount that is to be redeemed, and if less than a whole maturity is to be called, the issuer shall
direct the Paying Agent/Registmr to call by lot (provided that a portion of this Bond may be redeemed only in an
integral multiple of $5,000), at the redemption price of the principal amount, plus accrued interest to the date fixed
for prepayment or redemption,
THE BONDS of this Series scheduled to mature on SEPTEMBER 1, 2022 are subject to mandatory
redemption prior to their scheduled maturities, and shall be redeemed by the Issuer, in part, prior to their scheduled
maturities, with money from the Mandatory Redemption Account of the Interest and Sinking Fund, with the
particular Bonds or portion thereof to be redeemed to be selected by the Paying Agent/Registrar, by lot or other
customary method (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000), at a
redemption price equal to the par or principal amount thereof and accrued interest to the date of redemption, on the
dates, and in the principal amounts, respectively, as shown in the following schedule:
September 1, 2022 Maturity
Mandatory Redemption Dates Principal Amounts
2020 100,000
2021 105,000
2022 110,000 (payment at maturity)
The principal amount of the Bonds required to be redeemed on each such redemption date pursuant to the foregoing
operation of the Mandatory Redemption Account shall be reduced, at the option of the Issuer, by the principal
amount of any Bonds, which at least 45 days prior to the mandatory sinking fund redemption date, (1) shall have
been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation, or (2) shall
have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding
the principal amount of such Bonds plus accrued interest to the date ofpurchase, (3) have been redeemed pursuant
to the optional redemption provisions set forth above and not theretofore credited against a mandatory sinking fund
redemption. During any period in which ownership of the Bonds is determined by a boot: entry at a securities
depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to
be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance
with the arrangements between the Issuer and the securities depository.
AT LEAST 30 DAYS prior to the date fixed for any such prepayment or redemption, a written notice of
such prepayment or redemption shall be mailed by United States mail, first class postage pre -paid, by the Paying
Agent/Registrar to the registered owner hereof By the date fixed for any such prepayment or redemption due
provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required prepayment
or redemption price for this Bond or the portion hereof which is to be so prepaid or redeemed, plus accrued interest
thereon to the date fixed for prepayment or redemption. If such written notice of prepayment or redemption is
given, and if due provision for such payment is made, all as provided above, this Bond, or the portion thereof which
is to be so prepaid or redeemed, thereby automatically shall be treated as prepaid or redeemed prior to its scheduled
due date, and shall not bear interest after the date fixed for its prepayment or redemption, and shall not be regarded
as being outstanding except for the right of the registered owner to receive the prepayment or redemption price plus
accrued interest to the date fixed for prepayment or redemption from the Paying Agent/Registrar out of the funds
provided for such payment_ The Paying Agent/Registrar shall record in the Registration Books all such prepayments
or redemptions of principal of this Bond or any portion hereof.
THIS BOND, to the extent of the unpaid or unredeemed principal balance hereof, or any unpaid and
unredeemed portion hereof in any integral multiple of $5,000, may be assigned by the initial registered owner hereof
and shall be transferred only in the Registration Books of the Issuer kept by the Paying Agent/Registrar acting in the
capacity of registrar for the Bonds, upon the terms and conditions set forth in the Bond Ordinance. Among other
requirements for such transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar for
cancellation, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory
to the Paying Agent/Registrar, evidencing assignment by the initial registered owner of this Bond, or any portion or
portions hereof in any integral multiple of $5,000, to the assignee or assignees in whose name or names this Bond or
any such portion or portions hereof is or are to be transferred and registered. Any instrument or instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any
such portion or portions hereof by the initial registered owner hereof. A new bond or bonds payable to such
assignee or assignees (which then will be the new registered owner or owners of such new Bond or Bonds) or to the
initial registered owner as to any portion of this Bond which is not being assigned and transferred by the initial
registered owner, shall be delivered by the Paying Agent/Registrar in conversion of and exchange for this Bond or
any portion or portions hereof, but solely in the form and manner as provided in the next paragraph hereof for the
conversion and exchange of this Bond or any portion hereof. The registered owner of this Bond shall be deemed
and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including
payment and discharge of liability upon this Bond to the extent of such payment, and the Issuer and the Paying
Agent/Registrar shall not be affected by any notice to the contrary.
AS PROVIDED above and in the Bond Ordinance, this Bond, to the extent of the unpaid or unredeemed
principal balance hereof, may be converted into and exchanged for a like aggregate principal amount of fully
registered bonds, without interest coupons, payable to the assignee or assignees duly designated in writing by the
initial registered owner hereof, or to the initial registered owner as to any portion of this Bond which is not being
assigned and transferred by the initial registered owner, in any denomination or denominations in any integral v
multiple of $5,000 (subject to the requirement hereinafter stated that each substitute bond issued in exchange for any
portion of this Bond shall have a single stated principal maturity date), upon surrender of this Bond to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. If
this Bond or any portion hereof is assigned and transferred or converted each bond issued in exchange for any
portion hereof shall have a single stated principal maturity date corresponding to the due date of the installment of
principal of this Bond or portion hereof for which the substitute bond is being exchanged, and shall bear interest at
the rate applicable to and borne by such installment of principal or portion thereof. Such bonds, respectively, shall
be subject to redemption prior to maturity on the same dates and for the same prices as the corresponding installment
of principal of this Bond or portion hereof for which they are being exchanged. No such bond shall be payable in
installments, but shall have only one stated principal maturity date. AS PROVIDED IN THE BOND
ORDINANCE, THIS BOND IN ITS PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED OR
CONVERTED ONCE ONLY, and to one or more assignees, but the bonds issued and delivered in exchange for this
Bond or any portion hereof may be assigned and transferred, and converted, subsequently, as provided in the Bond
Ordinance. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for
transferring, converting, and exchanging this Bond or any portion thereof, but the one requesting such transfer,
conversion, and exchange shall pay any taxes or governmental charges required to be paid with respect thereto, The
Paying Agent/Registrar shall not be required to make any such assignment, conversion, 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) with respect to any Bond or portion thereof called for
prepayment or redemption prior to maturity, within 45 days prior to its prepayment or redemption date.
IN THE EVENT any Paying Agent/Registrar for this Bond is changed by the Issuer, resigns, or otherwise
ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and
legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered
owner of this Bond.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly voted,
authorized, issued, sold, 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 Bond have been performed, existed,
and been done in accordance with law; that this Bond is a general obligation of the Issuer, issued on the full faith
and credit thereof; and that ad valorem taxes sufficient to provide for the payment of the interest on and principal of
this Bond, as such interest and principal come due, have been levied and ordered to be levied against all taxable
property in the Issuer, and have been pledged for such payment, within the limit prescribed by law.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the
terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that
the Bond 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 Bond and the Bond Ordinance
constitute a contract between the registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual signature of the
Mayor of the Issuer and countersigned with the manual signature of the Town Secretary of the Issuer�a�"faused the
official seal of the Issuer to be duly impressed on this Bond, and has causeg,this Bond to be dated September 1,
? 2002. F'
Taw. -Secretary
(TOWN SEAL)
OF REGISTRATION CERTIFICATE OF THE
COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE:
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney
General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the
State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
Section G. ADDITIONAL CHARACTERISTICS OF THE BONDS. (a) Registration and Transfer.
The Issuer shall keep or cause to be kept at the principal corporate trust office of JP111ORGAN CHASE BANK,
DALLAS, TEXAS, (the "Paying Agent/Registrar") books or records of the registration and transfer of the Bonds
(the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer
agent to keep such books or records and make such transfers and registrations under such reasonable regulations as
the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and
registrations as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the
address of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein
provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the
address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has
been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the
Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential
and, unless otherwise required by law, shall not permit their inspection by any other entity. Registration of each
Bond may be transferred in the Registration Books only upon presentation and surrender of such Bond to the Paying
Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment,
in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, (i) evidencing the assignment of
the Bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and (ii) the
right of such assignee or assignees to have the Bond or any such portion thereof registered in the name of such
assignee or assignees. Upon the assignment and transfer of any Bond or any portion thereof, a new substitute Bond
or Bonds shall be issued in conversion and exchange therefor in the manner herein provided. The Initial Bond, to
the extent of the unpaid or unredeemed principal balance thereof, may be assigned and transferred by the initial
registered owner thereof once only, and to one or more assignees designated in writing by the initial registered
owner thereof. All Bonds issued and delivered in conversion of and exchange for the Initial Bond shall be in any
denomination or denominations of any integral multiple of $5,000 (subject to the requirement hereinafter stated that
each substitute Bond shall have a single stated principal maturity date), shall be in the form prescribed in the FORM
OF SUBSTITUTE BOND set forth in this Ordinance, and shall have the characteristics, and may be assigned,
transferred, and converted as hereinafter provided. If the Initial Bond or any portion thereof is assigned and
transferred or converted the Initial Bond must be surrendered to the Paying Agent/Registrar for cancellation, and
each Bond issued in exchange for any portion of the Initial Bond shall have a single stated principal maturity date,
and shall not be payable in installments; and each such Bond shall have a principal maturity date corresponding to
the due date of the installment of principal or portion thereof for which the substitute Bond is being exchanged; and
each such Bond shall bear interest at the single rate applicable to and borne by such installment of principal or
portion thereof for which it is being exchanged. If only a portion of the Initial Bond is assigned and transferred,
there shall be delivered to and registered in the name of the initial registered owner substitute Bonds in exchange for
the unassigned balance of the Initial Bond in the same manner as if the initial registered owner were the assignee
thereof. If any Bond or portion thereof other than the Initial Bond is assigned and transferred or converted each
Bond issued in exchange shall have the same principal maturity date and bear interest at the same rate as the Bond
for which it is exchanged. A form of assignment shall be printed or endorsed on each Bond, excepting the Initial
Bond, which shall be executed by the registered owner or its duly authorized attorney or representative to evidence
an assignment thereof. Upon surrender of any Bonds or any portion or portions thereof for transfer of registration,
an authorized representative of the Paying Agent/Registrar shall make such transfer in the Registration Books, and
shall deliver a new fully registered substitute Bond or Bonds, having the characteristics herein described, payable to
such assignee or assignees (which then will be the registered owner or owners of such new Bond or Bonds), or to the
previous registered owner in case only a portion of a Bond is being assigned and transferred, all in conversion of and
exchange for said assigned Bond or Bonds or any portion or portions thereof, in the same form and manner, and
with the same effect, as provided in Section 6(d), below, for the conversion and exchange of Bonds by any
registered owner of a Bond. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and
charges for malting such transfer and delivery of a substitute Bond or Bonds, but the one requesting such transfer
shall pay any taxes or other governmental charges required to be paid with respect thereto. The Paying
Agent/Registrar shall not be required to make transfers of registration of any Bond or any portion thereof (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) with respect to any Bond or any portion thereof called
for redemption prior to maturity, within 30 days prior to its redemption date.
(b) Ownership of Bonds. The entity in whose name any Bond shall be registered in the Registration Books
at any time shall be deemed and treated as the absolute owner thereof for all purposes of this Ordinance, whether or
not such Bond shall be overdue, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to
the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such Bond
shall be made only to such registered owner. All such payments shall be valid and effectual to satisfy and discharge
the liability upon such Bond to the extent of the sum or sums so paid.
(c) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as
the paying agent for paying the principal of and interest on the Bonds, and to act as its agent to convert and
exchange or replace Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records
of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all conversions
and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a
nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such
interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent
at least five (5) business days prior to the Special Record Date by United States mail, first class postage prepaid, to
the address of each Bondholder appearing on the Registration Books at the close of business on the last business day
next preceding the date of mailing of such notice.
(d) Conversion and Exchange or Replacement: Authentication. Each Bond issued and delivered pursuant
to this Ordinance, to the extent of the unpaid or unredeemed principal balance or principal amount thereof, may,
upon surrender of such Bond at the principal corporate trust office of the Paying Agent/Registrar, together with a
written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their
duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar,
may, at the option of the registered owner or such assignee or assignees, as appropriate, be converted into and
exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF
SUBSTITUTE BOND set forth in this Ordinance, in the denomination of $5,000, or any integral multiple of $5,000
(subject to the requirement hereinafter stated that each substitute Bond shall have a single stated maturity date), as
requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal
to the unpaid or unredeemed principal balance or principal amount of any Bond or Bonds so surrendered, and
payable to the appropriate registered owner, assignee, or assignees, as the case may be. If the Initial Bond is
assigned and transferred or converted each substitute Bond issued in exchange for any portion of the Initial Bond
shall have a single stated principal maturity date, and shall not be payable in installments; and each such Bond shall
have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for
which the substitute Bond is being exchanged; and each such Bond shall bear interest at the single rate applicable to
and borne by such installment of principal or portion thereof for which it is being exchanged. if a portion of any
Bond (other than the Initial Bond) shall be redeemed prior to its scheduled maturity as provided herein, a substitute
Bond or Bonds having the same maturity date, bearing interest at the same rate, in the denomination or
denominations of any integral multiple of $5,000 at the request of the registered owner, and in aggregate principal
amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for
cancellation. If any Bond or portion thereof (other than the Initial Bond) is assigned and transferred or converted,
each Bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate
as the Bond for which it is being exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it
from each other Bond. The Paying Agent/Registrar shall convert and exchange or replace Bonds as provided herein,
and each fully registered bond delivered in conversion of and exchange for or replacement of any Bond or portion
thereof as permitted or required by any provision of this Ordinance shall constitute one of the Bonds for all purposes
of this Ordinance, and may again be converted and exchanged or replaced. It is specifically provided that any Bond
authenticated in conversion of and exchange for or replacement of another Bond on or prior to the first scheduled
Record Date for the Initial Bond shall bear interest from the date of the Initial Bond, but each substitute Bond so
authenticated after such first scheduled Record Date shall bear interest from the interest payment date next
preceding the date on which such substitute Bond was so authenticated, unless such Bond is authenticated after any
Record Date but on or before the next following interest payment date, in which case it shall bear interest from such
next following interest payment date; provided, however, that if at the time of delivery of any substitute Bond the
interest on the Bond for which it is being exchanged is due but has not been paid, then such Bond shall bear interest
from the date to which such interest has been paid in full. THE INITIAL BOND issued and delivered pursuant to
this Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/ Registrar, but on each
substitute Bond issued in conversion of and exchange for or replacement of any Bond or Bonds issued under this
Ordinance there shall be printed a certificate, in the form substantially as follows:
"PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described
on the face of this Bond; and that this Bond has been issued in conversion of and exchange for or replacement of a
bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of
the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated
Paying Agent/Registrar
By
Authorized Representative"
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and
manually sign the above Certificate, and no such Bond shall be deemed to be issued or outstanding unless such
Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Bonds surrendered for conversion
and exchange or replacement. No additional ordinances, orders, or resolutions need be passed or adopted by the
governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and
exchange or replacement of any Bond or portion thereof., and the Paying Agent/Registrar shall provide for the
printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be of
type composition printed on paper with lithographed or steel engraved borders of customary weight and strength.
Pursuant to Chapter 1201, Texas Government Code, the duty of conversion and exchange or replacement of Bonds
as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying
Agent/Registrar's Authentication Certificate, the converted and exchanged or replaced Bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the Initial Bond which originally was
issued pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public
Accounts. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for
transferring, converting, and exchanging any Bond or any portion thereof, but the one requesting any such transfer,
conversion, and exchange shall pay any taxes or governmental charges required to be paid with respect thereto as a
condition precedent to the exercise of such privilege of conversion and exchange. The Paying Agent/Registrar shall
not be required to make any such conversion and exchange or replacement of Bonds or any portion thereof (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) with respect to any Bond or portion thereof called for
redemption prior to maturity, within 45 days prior to its redemption date.
(e) In General. All Bonds issued in conversion and exchange or replacement of any other Bond or portion
thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on
such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled
maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall
have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Bonds shall be
payable, all as provided, and in the manner required or indicated, in the FORM OF SUBSTITUTE BOND set forth
in this Ordinance.
(f) Payment. of Fees and Charges. The Issuer hereby covenants with the registered owners of the Bonds
that it will (i) pay the standard or customary fees and charges of the Paying Agent/Registrar for its services with
respect to the payment of the principal of and interest on the Bonds, when due, and (ii) pay the fees and charges of
the Paying Agent/Registrar for services with respect to the transfer of registration of Bonds, and with respect to the
conversion and exchange of Bonds solely to the extent above provided in this Ordinance.
(g) Substitute Paying Agent/Revistrar. The Issuer covenants with the registered owners of the Bonds that
at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust
company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the
Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to,
and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying
Agent/ Registrar, to be effective not Iater than 60 days prior to the next principal or interest payment date after such
notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger,
acquisition, or other method) should resign or othenvise cease to act as such, the Issuer covenants that promptly it
will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as
Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying
Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by
the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof
to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-
class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the
position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of
this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(h) Book -Entry Only System. The Bonds issued in exchange for the Bonds initially issued to the purchaser
specified herein shall be initially issued in the form of a separate single fully registered Bond for each of the
maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede
& Co., as nominee of Depository "frust Company of New York ("DTC"), and except as provided in subsection (f)
hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying
Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of
whom such a DTC Participant holds an interest on the Bonds. Without limiting the immediately preceding sentence,
the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy
of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii)
the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the Registration
Books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC
Participant or any other person, other than a Bondholder, as shown in the Registration Books of any amount with
respect to principal of, premium, if any, or interest on, as the case may be, the Bonds. Notwithstanding any other
provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and
consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such
Bond for the purpose of payment of principal, premium, if any, and interest, as the case may be, with respect to such
Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose
of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the
respective owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys
duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the
Issuer's obligations with respect to payment of principal of, premium, if any, and interest on, or as the case may be,
the Bonds to the extent of the sum or sums so paid. No person other than an owner, as shown in the Registration
Books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal,
premium, if any, and interest, as the case may be, pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede
& Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered
owner at the close of business on the Record Date, the word "Cede & Co." in this Ordinance shall refer to such new
nominee of DTC.
(i) Successor Securities Depository_ Transfers Outside Book -Entry Only System, In the event that the
Issuer or the Paying Agent/Registrar determines that DTC is incapable of discharging its responsibilities described
herein and in the representation letter of the Issuer to DTC and that it is in the best interest of the beneficial owners
of the Bonds that they be able to obtain certificated Bonds, dte Issuer or the Paying Agent/Registrar shall (1) appoint
a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of
1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and
transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants
of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having
Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in
the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the
successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or
exchanging Bonds shall designate, in accordance with the provisions of this Ordinance.
(j} Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so
long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to
principal of, premium, if any, and interest on, or as the case may be, such Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the representation letter of the Issuer to DTC.
Section 7. FORM OF SUBSTITUTE BONDS. The form of all Bonds issued in conversion and
exchange or replacement of any other Bond or portion thereof, including the form of Paying Agent/Registrar's
Certificate to be printed on each of such Bonds, and the Form of Assignment to be printed on each of the Bonds,
shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are
permitted or required by this Ordinance.
NO.
FORM OF SUBSTITUTE BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
TOWN OF TROPHY CLUB, TEXAS
GENERAL OBLIGATION BOND, SERIES 2002-A
PRINCIPAL AMOUNT
S
INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP NO.
September 1. 2002
ON THE MATURITY DATE specified above the TOWN OF TROPHY CLUB, in DENTON COUNTY
(the "Issuer"). being a political subdivision of the „State of Texas, hereby promises to nay to
or to the reg-istered assianee hereof (either being hereinafter called the "registered owner") the principal amount of
and to pay interest thereon from September 1. 2002 to
the maturity date specified above. or the date of redemption
rior to maturity. at the interest rata per annum specified above,• with interest being payable on March 1. 2003 and
semiannually thereafter on each September„ 1 and March 1. except that if the date of authentication of this Bond is
later than February 15. 2003, such rinci al amount shall bear interest from the interest payment date next preceding
the date of authentication unless such date of authentication is after anv Record Date hereinafter defined but on or
before the next following interest pqyment date, in which case such principal amount shall bear interest from such
next following- interest payment date.
_ THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of
America, without exchange or collection charges. The rind al of this Bond shall be paid to the registered owner
hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to
maturity, at the principal comorate trust office ofJPAIORGANCHASE BANK, DALLAS, TEXAS. which is the
"Pay
ng Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paving
Aeent/Re istrar to the registered owner hereof on each interest payment date by check or draft dated as of such
interest pqyment date, drawn by the Paying Agent/Registrar on and payable solely from. funds of the Issuer
re uired by the ordinance authorizing the issuance of the Bonds the 'Bond Ordinance" to be on deposit with the
Paying Auent/Rep-istrar 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 pavment date, to the
reizistered owner hereof. at the address of the registered owner, as it a eared on the fifteenth 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, or bv such other method acceptable to the Paying Agent/Registrar requested by, and the risk
and expense of, the. registered owner, Any accrued interest due upon the redemption of this Bond prior to maturity
as provided herein shall be paid to the reizistered owner upon presentation and surrender of this Bond for redemption
and payment at the principal corporate trust office of the Paving Agent/Registrar. The issuer covenants with the
registered owner of this Bond that on or before each principal, payment date. interest payment date, and accrued
interest pMent date for this Bond it will make available to the Paving Agent/Registrar from the "Interest and
Sinking Fund" created by the Bond Ordinance the amounts required to provide for the payment, in immediatelv
available funds. of all principal of and interest on the Bonds. when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a
le
_,at holiday, or a day on which banking institutions in the city where 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 which
is not such a Saturday, Sundgy. legal holida . 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 BOND is one of an issue of Bonds initially dated September „1,2002. authorized in accordance with
the Constitution and laws of the State of Texas in the principal amount of $1,400.000. for the puCposc to construct
Municipal mi,
improve an equip a Munici al Park and Swimming Pool,
m, . ,., .__
ON SEPTEMBER 1. 2012, or any date thereafter, the Bonds of this Series may be redeemed prior to their
scheduled maturities. 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 Issuer shall select and designate the maturi or maturities and the amount that is
to be redeemed, and if less than a whole maturity is to be called. the issuer shall direct the Paying Agent/Registrar to
call by lot (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000) at the
redemption price of the principal amount thereof plus accrued interest to he date fixed for redemption.
THE BONDS of this Series scheduled to mature on SEPTEMBER 1.2022 are subject to mandatory
redemption prior to their scheduled maturities. and shall be redeemed by the Issuer, in part. prior to„their scheduled
maturities, with money from the Mandatory Redemption Account of the „Interest and Sinking Fund. with the
particular Bonds or portion thereof to be redeemed to be selected by,the „Paying Agent/Registrar, by lot or other
customary method(provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000). at a
redemption price equal to the par or principal amount thereof and accrued interest to the date of redemption an the
dates and in the principal amounts, respectively. as shown in the following schedule:
September 1, 2022 Maturity
Mandatory Redemption Dates Principal Amounts
2020 100,000
2021 105,000
2022 110,000 (payment at maturity)
The principal amount of the Bonds required to be redeemed on each such redemption date pursuant to the foregoing
operation of the Mandatory Redemption Account shall be reduced, at the option of the Issuer, by the principal
amount of any Bonds, which at least 45 days prior to the mandatory sinking fund redemption date, (1) shall have
been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation, or (2) shall
have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding
the principal amount of such Bonds plus accrued interest to the date of purchase, (3) have been redeemed pursuant
to the optional redemption provisions set forth above and not theretofore credited against a mandatory sinking fund
redemption. During any period in which ownership of the Bonds is determined by a book entry at a securities
depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to
be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance
with the arrangements between the Issuer and the securities depository.
AT LEAST 30 DAYS prior to the date fixed for any redemption of Bonds 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, not less than 30 days prior to the date fixed for any such redemption, to the registered owner
of each Bond to be redeemed at its address as it appeared on the 45th day prior to such redemption date; provided,
however, that the failure to send, mail, or 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 any Bond, and it is
hereby specifically provided that the mailing of such notice as required above shall be the only notice actually
required in connection with or as a prerequisite to the redemption of any Bonds or portions thereof. 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 Bonds or portions thereof which are to be so redeemed, plus accrued interest
thereon to the date fixed for redemption. If such written notice of redemption is published and if due provision for
such payment is made, all as provided above, the Bonds or portions thereof which are to be so redeemed thereby
automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after
the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the
registered owner to receive the redemption price plus accrued interest from the Paying Agent/Registrar out of the
funds provided for such payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the
same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple
of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of
the Issuer, all as provided in the Bond Ordinance.
THIS BOND OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL MULTIPLE OF
$5,000 may be assigned and shall be transferred only in the Registration Books of the Issuer kept by the Paying
Agent/Registrar acting in the capacity of registrar for the Bonds, upon the terms and conditions set forth in the Bond
Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with
guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any
portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names
this Bond or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment
printed or endorsed on this Bond shall be executed by the registered owner or its duly authorized attorney or
representative, to evidence the assignment hereof. A new Bond or Bonds payable to such assignee or assignees
(which then will be the new registered owner or owners of such new Bond or Bonds), or to the previous registered
owner in the case of the assignment and transfer of only a portion of this Bond, may be delivered by the Paying
Agent/Registrar in conversion of and exchange for this Bond, all in the form and manner as provided in the next
paragraph hereof for the conversion and exchange of ather Bonds. The Issuer shall pay the Paying Agent/Registrar's
standard or customary fees and charges for making such transfer, but the one requesting such transfer shall pay any
taxes or other governmental charges required to be paid with respect thereto. The Paying Agent/Registrar shall not
be required to make transfers of registration of this Bond or any portion hereof (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) with respect to any Bond or any portion thereof called for redemption prior
to maturity, within 45 days prior to its redemption date. The registered owner of this Bond shall be deemed and
treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including
payment and discharge of liability upon this Bond to the extent of such payment, and the Issuer and the Paying
Agent/Registrar shall not be affected by any notice to the contrary.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in
the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond, or any
unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be
converted into and exchanged for a like aggregate principal amount of fully registered bonds, without interest
coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same
maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple
of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be,
upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Bond Ordinance. The Issuer shall pay the Paying Agent/Registrar's standard or
customary fees and charges for transferring, converting, and exchanging any Bond or any portion thereof, but the
one requesting such transfer, conversion, and exchange shall pay any taxes or governmental charges required to be
paid with respect thereto as a condition precedent to the exercise of such privilege of conversion and exchange. The
Paying Agent/Registrar shall not be required to make any such conversion and 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) with respect to any Bond or portion thereof called for
redemption prior to maturity, within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise
ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and
legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered
owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Band has been duly and validly voted,
authorized, issued, sold, 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 Bond have been performed, existed,
and been done in accordance with law; that this Bond is a general obligation of the Issuer, issued on the full faith
and credit thereof, and that ad valorem taxes sufficient to provide for the payment of the interest on and principal of
this Bond, as such interest and principal come due, have been levied and ordered to be levied against all taxable
property in the Issuer, and have been pledged for such payment, within the limit prescribed by law.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the
terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that
the Bond 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 Bond and the Bond Ordinance
constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or -i simile
signature of the Mayor of the Issuer and countersigned with the manual or facsfmile.signature oftbe-Town=Secretary
of the Iss - er, and has caused the official seal of the Issuer to be duly impre§scd,; or placed in facstm�,�on this Bond.
mil,
Town Secretary (. N yor
7„
(TOWN SEAL)
PAYING AGENT/REGI
TION CE12TI.FICATE
(To be executed if this Bond is not accompanied by an executed Registration Certificate
of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described
in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a
bond, bonds, or a portion of a bond or bonds of a Series which originally was approved by the Attorney General of
the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated JPMORGAN CHASE BANK, DALLAS, TEXAS
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized
representative or attorney thereof, hereby assigns this Bond to
(Assignee's Social Security or Tax Payer
Identification Number)
and hereby irrevocably constitutes and appoints
(Print or type Assignee's Name and
Address Including Zip Code)
attorney, to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with full power
of substitution in the premises.
Dated
NOTICE: This signature must be guaranteed by a
member of the New York Stock Exchange or a
commercial bank or trust company.
NOTICE: This signature must correspond with the
name of the Registered Owner appearing on the face of
this Bond in every particular without alteration or
enlargement or any change whatsoever.
Section S. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is
hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and
maintained by the Issuer at an official depository bank of the Issuer. The Interest and Sinking Fund shall be kept
separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on
and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds, together
with any premium received from the sale of the Bonds, shall be deposited, as collected, to the credit of the Interest
and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the
governing body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be
sufficient to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and
to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such principal matures (but
never less than 2% of the original principal amount of the Bonds as a sinking fund each year); including such
amounts to satisfy the Mandatory Sinking Fund Redemption Schedule for the Bonds maturing September 1, 2022,
with such mandatory redemption of principal and interest constituting payment at maturity on the dates and for the
amounts as follows:
September 1, 2022 Maturity
Mandatory Redemption Dates
2020
2021
2022
Principal Amounts
S
100,000
105,000
110,000 (payment at maturity)
Said tax shall be based on the latest approved tax rolls of the Issuer, with full allowance being made for tax
delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby
ordered to be Ievied, against all taxable property in the Issuer for each year while any of the Bonds or interest
thereon are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the
credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of tlhe
interest on and principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for
such payment, within the limit prescribed by law.
Article 1208, Government Code, applies to the issuance of the Bonds and the pledge of the taxes granted by
the Issuer under this Section, and is therefore valid, effective, and perfected. Should Texas law be amended at any
time while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of the taxes
granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9, Business &
Commerce Code, in order to preserve to the registered owners of the Bonds a security interest in said pledge, the
Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with
the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing of security interest in said
pledge to occur.
Section 9. DEFEASANCE OF BONDS. (a) Any Bond and tlhe interest thereon shall be deemed to
be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the
extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon
to the due date (whether such due date be by reason of maturity, or otherwise) either (i) shall have been made or
caused to be made in accordance with the terms thereof or (ii) shall have been provided for on or before such due
date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow
agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United
States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and
interest in such amounts and at such times as will insure tlhe availability, without reinvestment, of sufficient money
to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying
Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At
such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest
thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied
and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money
or Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby
provided that any determination not to redeem Defeased Bonds that is made in conjunction with the payment
arrangements specified in subsection 9(a)(i) or (ii) shall not be irrevocable, provided that: (l) in the proceedings
providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for
redemption; (2) gives notice of the reservation of that right to the owners of the Defeased Bonds immediately
following the making of the payment arrangements, and (3) directs that notice of the reservation be included in any
redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer
also be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all
income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment
of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to
the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the
money and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions permitting
the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance
Securities upon the satisfaction of the requirements specified in subsection 9(a)(i) or (ii). All income from such
Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased
Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as
directed in writing by the Issuer.
(c) The term "Defeasance Securities" means (i) direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of America, (ii) noncallable
obligations of an agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the purchase thereof
are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the Issuer adopts or
approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform
the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the
Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity,
the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it
deems fair and appropriate.
Section 10. DAMAGED. MUTILATED. LOST. STOLEN. OR DESTROYED BONDS. (a)
Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, tite Paying
Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount,
maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond
in the manner hereinafter provided.
(b) Application for Replacement „Bonds, Application for replacement of damaged, mutilated, lost, stolen,
or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of
loss, theft, or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the Issuer
and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond,
the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the
loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the
registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such
Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of,
redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without
surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond,
provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds, Prior to the issuance of any replacement bond, the Paying
Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in
connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact
that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the
lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all
the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuina Replacement Bonds. In accordance with Chapter 1201, Government Code, this
Section 10 of this Ordinance shall constitute authority for the issuance of any such replacement bond without
necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the
replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying
Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in
Section 6(d) of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 11, CUSTODY. APPROVAL. AND REGISTRATION OF BONDS: BOND COUNSEL'S
OPINION• CUSIP NUMBERS; AND CONTINGENT INSURANCE PROVISION IF OBTAINED. The Mayor of
the Issuer is hereby authorized to have control of the Initial Bond issued hereunder and all necessary records and
proceedings pertaining to the Initial Bond pending its delivery and its investigation, examination, and approval by
the Attorney General of the State of Texas, and its registration by the Comptroller of Public Accounts of the State of
Texas. Upon registration of the Initial Bond said Comptroller of Public Accounts (or a deputy designated in writing
to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate on the Initial Bond, and
the seal of said Comptroller shall be impressed, or placed in facsimile, on the Initial Bond, The approving legal
opinion of the Issuer's bond counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on
the Bond or any Bonds issued and delivered in conversion of and exchange or replacement of any Bond, but neither
shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the
Bonds. In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the
Insurer.
Section 12. COVENANTS REGARDING TAX EXEMPTION. The Issuer covenants to refrain from
taking any action which would adversely affect, and to take any required action to ensure, the treatment of the Bonds
as obligations described in Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest
on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the projects
financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as
defined in Section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed
therewith are so used, such amounts, whether or not received by the Issuer, with respect to such private business use,
do not, under the terms of this Ordinance, or any underlying arrangement, directly or indirectly, secure or provide
for the payment of more than 10 percent of the debt service on the Bonds, in contravention of Section 141(b)(2) of
the Code;
(b) to take any action to assure that in the event that the "private business use" described in subsection (a)
hereof exceeds S percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited
into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is
"related" and not "disproportionate," within the meaning of Section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent
of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to
finance loans to persons, other than state or local governmental units, in contravention of Section 141(c) of the
Code;
(d) to refrain from taking any action which would othenvise result in the Bonds being treated as "private
activity bonds" within the meaning of Section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the
meaning of Section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to
replace funds which were used, directly or indirectly, to acquire investment property (as defined in Section
148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment
property acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the
case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for
which the bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of Section 1.148-1(b)
of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement fund to the extent such
amounts do not exceed 10 percent of the proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds,
as may be necessary, so that the Bonds do not otherwise contravene the requirements of Section 148 of the Code
(relating to arbitrage) and, to the extent applicable, Section 149(d) of the Code (relating to advance refundings); and
(h) to pay to the United States of America at least once during each five-year period (beginning on the date
of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning
of Section 148(1) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under Section
148(f) of the Code.
For the purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds" includes
"disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the
understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and
any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that
regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to
comply, in the opinion of nationally -recognized bond counsel, will not adversely affect the exemption from federal
income taxation of interest on the Bonds under Section 103 of the Code. In the event that regulations or rulings are
hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees to
comply with the additional requirements to the extent necessary, in the opinion of nationally -recognized bond
counsel, to preserve the exemption from federal income taxation of interest on the Bonds under Section 103 of the
Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor of the Issuer to execute
any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer,
which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby established by the
Issuer for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any
other person, including without limitation the bondholders. The Rebate Fund is established for the additional
purpose of compliance with Section 148 of the Code.
Section 13. DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATIONS. The Issuer hereby
designates the Certificates of Obligation as "qualified tax-exempt obligations" as defined in Section 265(b)(3) of the
Code. In furtherance of such designation, the Issuer represents, covenants and warrants the following: (a) that
during the calendar year in which the Certificates of Obligation are issued, the Issuer (including any subordinate
entities) has not designated nor will designate obligations, which when aggregated with the Certificates of
Obligation, will result in more than $10,000,000 of"qualified tax-exempt obligations" being issued; and (b) that the
Issuer reasonably anticipates that the amount of tax-exempt obligations issued, during the calendar year in which the
Certificates of Obligation are issued, by the Issuer (or any subordinate entities) will not exceed $10,000,000.
Section 14. ALLOCATION OF. AND LIMITATION ON. EXPENDITURES FOR THE PROJECT.
The issuer covenants to account for the expenditure of sale proceeds and investment earnings to be used for the
purposes described in Section I of this Ordinance (the "Project") on its books and records by allocating proceeds to
expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is
completed. The foregoing notwithstanding, the Issuer shall not expend sale proceeds or investment earnings thereon
more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds
are retired, unless the Issuer obtains an opinion of nationally -recognized bond counsel that such expenditure will not
adversely affect the tax-exempt status of the Bonds. For purposes hereof, the Issuer shall not be obligated to comply
with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for
federal income tax purposes from gross income of the interest.
Section 15. DISPOSITION OF PROJECT. The Issuer covenants that the property constituting the
project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other
compensation, unless the Issuer obtains an opinion of nationally -recognized bond counsel that such sale or other
disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion
of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction
resulting in the receipt of cash or other compensation. For purposes liereof, the Issuer shall not be obligated to
comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 16. CONTINUING DISCLOSURE. (a) Annual Reports. (i) The Issuer shall provide
annually to any SID, within six months after the end of each fiscal year ending in or after 2002, financial
information and operating data with respect to the Issuer of the general type included in the final Official Statement
authorized by Section 17 of this Ordinance, being the information described in Exhibit A. Any financial statements
so to be provided shall be prepared in accordance with the accounting principles described in Appendix A thereto, or
such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or
regulation, and audited, if the Issuer commissions an audit of such statements and the audit is completed within the
period during which they must be provided. If the audit of such financial statements is not complete within such
period, then the Issuer shall provide audited financial statements for the applicable fiscal year to any SID, when and
if the audit report on such statements become available.
(ii) If the Issuer changes its fiscal year, it will notify any SID of the change (and of the date of the new
fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide financial
information and operating data pursuant to this Section. The financial information and operating data to be provided
pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference
to any document (including an official statement or other offering document, if it is available from the MSRB) that
theretofore has been provided to any SID or filed with the SEC.
(b) Material Event Notices. The Issuer shall notify any SID and the MSRB, in a timely manner, of
any of the following events with respect to the Bonds, if such event is material within the meaning of the federal
securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
S. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds; and
11. Rating changes.
The Issuer shall notify any SID and the MSRB, in a timely manner, of any failure by the Issuer to provide financial
information or operating data in accordance with subsection (a) of this Section by the time required by such
subsection.
(c) Limitations. Disclaimers. and Amendments. (i) The Issuer shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an
"obligated person" with respect to the Bonds within the meaning ofthe Rule, except that the Issuer in any event will
give notice of any deposit made in accordance with this Ordinance or applicable law that causes Bonds no longer to
be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the
Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy,
or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating
data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not
hereby undertake to provide any other information that may be relevant or material to a complete presentation of the
Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in
accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at
any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR
DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER
NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION,
BUT EVERY RIGHT AND .REMEDY OF ANY SUCH PERSON, 1N CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a
breach of or default under the Ordinance for purposes of any other provision of this Ordinance. Nothing in this
Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state
securities laws.
(v) The provisions of this Section may be amended by the Issuer from time to time to adapt to changed
circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature,
status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as so amended, would have
permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the
Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount
required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds
consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as bond counsel) determined that
such amendment will not materially impair the interest of the holders and beneficial owners of the Bonds. If the
Issuer so amends the provisions ofthis Section, it shall include with any amended financial information or operating
data next provided in accordance with subsection (a) of this Section an explanation, in narrative form, of the reason
for the amendment and of the impact of any change in the type of financial information or operating data so
provided. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC
amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such
provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent
an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds.
(d) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms
below:
"AISRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized
municipal securities information repository within the meaning of the Rule from time to time.
"Ride" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department, officer, or agency
thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning
of the Rule from time to time.
Section 17. SALE OF INITIAL BOND. The Initial Bond is hereby sold and shall be delivered to
RISC DAINRAUSCHER for cash for the par value thereof and accrued interest thereon to date of delivery (accrued
interest to be deposited into the Interest and Sinking Fund), plus a premium of S0.00 (premium to be deposited into
the Interest and Sinking Fund). It is hereby officially found, determined, and declared that the Initial Bond has
been sold at public sale to the bidder offering the lowest interest cost, after receiving sealed bids pursuant to an
Official Notice of Sale and Bidding Instructions and Official Statement dated August 2, 2002, prepared and
distributed in connection with the sale of the Initial Bond. Said Official Notice of Sale and Bidding Instructions and
Official Statement, and any addenda, supplement, or amendment thereto have been and are hereby approved by the
governing body of the Issuer, and their use in the offer and sale of the Bonds is hereby approved and deemed final.
It is further officially found, determined, and declared that the statements and representations contained in said
Official Notice of Sale and Official Statement are true and correct in all material respects, to the best knowledge and
belief of the governing body of the Issuer.
Section 18, INTEREST EARNINGS ON BONDS PROCEEDS. The earnings derived from the
investment of proceeds from the sale of the Bonds shall be used along with other Bond proceeds as described in
Section 1 hereof; provided that after completion of such project, if any of such interest earnings remain on hand,
such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that
interest earnings on the Bonds proceeds which are required to be rebated to the United States of America pursuant to
Section 12 hereof in order to prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as
interest earnings for the purpose of this Section.
Section 19, PUBLIC NOTICE. It is hereby officially found and determined that public notice of the
time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code.
Section 20. CUMULATIVE. This ordinance shall be cumulative of all provisions of the Ordinances
of the Issuer, except when the provisions of this Ordinance are in direct conflict with the provisions of such
Ordinances, in which event the conflicting provisions of such Ordinances are hereby repealed. Any complaint,
action, claim or lawsuit which has been initiated or has arisen under or pursuant to any conflicting Ordinance on the
date of adoption of this Ordinance shall continue to be governed by the provisions of such Ordinance and for that
purpose the Ordinance shall remain in full force and effect.
Section 2I. SAVINGS. All rights and remedies of tine Issuer, are expressly saved as to any and all
violations of the provisions of any other Ordinance affecting the issuance or refunding of bonds which have secured
at the time of the effective date of this Ordinance; and, as to such accrued violations and all pending litigation, both
civil and criminal, whether pending in court or not, under such Ordinances same shall not be affected by this
Ordinance but may be prosecuted until final disposition by the courts.
Section 22. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in
this Ordinance or application thereof to any person or circumstance is held invalid or unconstitutional by a Court of
competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the
Town Council hereby declares it would have passed such remaining portions of this Ordinance despite such
invalidity, which remaining portions shall remain in full force and effect.
Section 23. PUBLICATION. The Town Secretary of the Issuer is hereby directed to publish, the
Caption and Effective Date of this Ordinance as required by Section 52.011 of the Texas Local Government Code.
Section 34, ENGROSSMENT AND ENROLLMENT. The Town Secretary of the Issuer is hereby
directed to engross and enroll this Ordinance by copying the exact Caption and Effective Date in the minutes of the
Town Council and by filing this Ordinance in the ordinance records of the Issuer.
Section 25. EFFECTIVE DATE. This Ordinance shall become effective from and after its date of
adoption and publication as provided by law, and it is so ordained.
[Remaintler of Page Left IntendonalljP Blank -1
PASSED AND APPROVED by the Town Council of the T
August, 2002.
, Town of
ATTEST:
Town Secretary, Toof Trophy Club, Texas
[SEAL]
APPROVED AS TO FORM
Bond Counsel Attorney, Town of Trophy Club, Texas
phy Club T6 -as, this 12th day of
Club, Texas
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 16 of this Ordinance.
1. Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided annually in
accordance with such Section are as specified (and included in the Appendix or under the headings of the Official
Statement and Tables referred to) below;
TABLES 1, 11, 12 and 13 OFAPPENDIC A and AUDIT
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the notes to
the financial statements referred to in paragraph I above.