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ORD 2015-15CERTIFICATION PERTAINING TO PASSAGE OF AN ORDINANCE STATE OF TEXAS § TOWN OF TROPHY CLUB § On the 14th day of July, 2015 the Town Council of the Town of Trophy Club, Texas, convened in a regular meeting at the regular meeting place thereof, the meeting being open to the public and notice of said meeting, giving the date, place and subject thereof, having been posted as prescribed by Chapter 551, Texas Government Code, as amended; and the roll was called of the duly constituted officers and members of the Town Council, which officers and members are as follows: Nick Sanders, Mayor Jim Parrow ) Greg Lamont, Mayor Pro Tem Garrett Reed ) Tim Kurtz ) Members of Rhylan Rowe ) the Council Philip Shoffner ) and all of said persons were present except Garrett Reed, thus constituting a quorum. Whereupon, among other business, a written ordinance bearing the following caption was introduced: AN ORDINANCE PROVIDING FOR THE ISSUANCE OF TOWN OF TROPHY CLUB, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2015 IN THE AGGREGATE PRINCIPAL AMOUNT- OF $2,030,000; AWARDING THE SALE THEREOF; LEVYING A TAX IN PAYMENT THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE AGREEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND AN ESCROW AGREEMENT; AND ENACTING PROVISIONS INCIDENT AND RELATING TO THE- SUBJECT AND PURPOSES OF THIS ORDINANCE The Ordinance, a full, true and correct copy of which is attached hereto, was read and reviewed by the Town Council. Thereupon, it was duly moved and seconded that the Ordinance be finally passed and adopted. The Presiding Officer put the motion to a vote of the members of the Town Council, and the Ordinance was finally passed and adopted by the following vote: . AYES: 6 NAYS: 0 ABSTENTIONS: #4930176.1 THIS CERTIFICATE IS CERTIFIED TO BE TRUE AND CORRECT, and to correctly reflect the duly constituted officers and members of the Town Council of said Town, and the attached and following copy of said Ordinance is hereby certified to be a true and correct, of an official copy thereof on file among the official records of the Town, all on this the Iq%ay of 1 , 2015. U [SEAL] Y t ;t rG co AdW4-�aav)-� Town Secr ry, Town of Trophy Club, Texas Certification for Ordinance ORDINANCE NO. 2015-15 relating to $2,030,000 TOWN OF TROPHY CLUB, TEXAS GENERAL OBLIGATION REFUNDING BONDS SERIES 2015 Adopted: July 144, 2015 #4929796.1 C TABLE OF CONTENTS ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Page SectionI.I. Definitions................................................................................................................2 Section1.2. Findings.......................................................................................__...........................3 Section 1.3. Table of Contents.....................................................................................................3 Section1.4. Interpretation..............................................................................s.............................3 ARTICLE II SECURITY FOR THE BONDS; INTEREST AND SINKING FUND Section2.1. Tax Levy..................................................................................................................4 Section 2.2. Interest and Sinking Fund........................................................................................5 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section3.1. Authorization...........................................................................................................5 Section 3.2. Date, Denomination; Maturities and Interest...........................................................5 Section 3.3. Medium, Method and Place of Payment..................................................................6 Section 3.4. Execution and Registration of Bonds......................................................................7 Section3.5. Ownership................................................................................................................8 Section3.6. Registration..............................................................................................................8 Section3.7. Cancellation.............................................................................................................9 Section 3.8. Temporary Bonds.....................................................................................................9 Section 3.9. Replacement Bonds......................................:...........................................................9 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY LIMITATION ON REDEMPTION. Section 4.1. Optional Redemption..........................................:..................................................1 l Section 4.2. Mandatory Sinking Fund Redemption ......................... 11 Section 4.3. Partial Redemption.................................................................................................1 l Section 4.4. Notice of Redemption to Owners..........................................................................12 Section 4.5. Payment Upon Redemption...................................................................................12 Section 4.6. Effect of Redemption.............................................................................................12 Section 4.7. Lapse of Payment.................................................................... .............................13 #4929796.1 ARTICLE V PAYING AGENT/REGISTRAR Section 5.1. Appointment of Initial Paying Agent/Registrar.....................................................13 Section 5.2. Qualifications.........................................................................................................13 Section 5.3. Maintaining Paying Agent/Registrar.....................................................................13 Section5.4. Termination............................................................................................................13 Section 5.5. Notice of Change to Owners..................................................................................13 Section 5.6. Agreement to Perform Duties and Functions.........................................................14 Section 5.7. Delivery of Records to Successor..........................................................................14 ARTICLE VI FORM OF THE BONDS Section6.1. Form Generally...........................................................:..........................................14 Section 6.2. Form of the Bonds.................................................................................................14 Section 6.3. CUSIP Registration................................................................................................20 Section6.4. Legal-Opinion........................................................................................................20 Section 6.5. Statement of Insurance...........................................................................................20 ARTICLE VII SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS; Section 7.1. Sale of Bonds....20 ..................................................................................................... Section 7.2. Control and Delivery of Bonds..............................................................................21 Section 7.3. -Deposit of Proceeds...............................................................................................21 ARTICLE VIII INVESTMENTS Section 8.1. Investments............................................................................................................21 Section 8.2. Investment Income.................................................................................................21 ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.1. Payment of the Bonds............................................................................................22 Section 9.2. Other Representations and Covenants...................................................................22 Section 9.3. Provisions Concerning Federal Income Tax Exclusion.........................................22 Section 9.4. No Private Use or Payment and No Private Loan Financing.................................23 Section 9.5. No Federal Guaranty ......................... :.................................................................... 23 Section 9.6. No Hedge Bonds....................................................................................................23 Section9.7. No Arbitrage..........................................................................................................23 #4929796.1 ARTICLE V PAYING AGENT/REGISTRAR Section 5.1. Appointment of Initial Paying Agent/Registrar.....................................................13 Section 6.2. Section 5.2. Qualifications.........................................................................................................13 Section 6.3. Section 5.3. Maintaining Paying Agent/Registrar................................................ ..........13 Section 6.4. Section5.4. Termination............................................................................................................13 Section 6.5. Section 5.5. Notice of Change to Owners..................................................................................13 Section 5.6. Agreement to Perform Duties and Functions.........................................................14 Section 5.7. Delivery of Records to Successor..........................................................................14 ARTICLE VI FORM OF THE BONDS Section6.1. Form Generally......................................................................................................14 Section 6.2. Form of the Bonds.................................................................................................14 Section 6.3. CUSIP Registration................................................................................................20 Section 6.4. Legal-Opinion............................................................................. .............. .............20 Section 6.5. Statement of Insurance ...........................................................................................20 ARTICLE VII SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS; Section 7.1. Sale of Bonds.- ...20 ..................................................................................................... Section 7.2. Control and Delivery of Bonds..............................................................................21 Section 7.3. -Deposit of Proceeds...............................................................................................21 ARTICLE VIII INVESTMENTS Section8.1. Investments............................................................................................................ 21 Section 8.2. Investment Income.................................................................................................21 ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.1. Payment of the Bonds............................................................................................22 Section 9.2. Other Representations and Covenants...................................................................22 Section 9.3. Provisions Concerning Federal Income Tax Exclusion.........................................22 Section 9.4. No Private Use or Payment and No Private Loan Financing.................................23 Section 9.5. No Federal Guaranty.........................:....................................................................23 Section 9.6. No Hedge Bonds.......................................................................:............................23 Section9.7. No Arbitrage..........................................................................................................23 #4929796.1 ARTICLE V PAYING AGENT/REGISTRAR Section 5.1. Appointment of Initial Paying Agent/Registrar.....................................................13 Section 5.2. Qualifications.........................................................................................................13 Section 5.3. Maintaining Paying Agent/Registrar.....................................................................13 Section5.4. Termination............................................................................................................13 Section 5.5. Notice of Change to Owners..................................................................................13 Section 5.6. Agreement to Perform Duties and Functions.........................................................14 Section 5.7. Delivery of Records to Successor..........................................................................14 ARTICLE VI FORM OF THE BONDS Section 6.1. Form Generally...........................................................:..........................................14 Section 6.2. Form of the Bonds.................................................................................................14 Section 6.3. CUSIP Registration................................................................................................20 Section6.4. Legal-Opi-nion........................................................................................................20 Section 6.5. Statement of Insurance...........................................................................................20 ARTICLE VII SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS; Section 7.1. Sale of Bonds......................................................................................... t..............20 Section 7.2. Control and Delivery of Bonds..............................................................................21 Section 7.3. Deposit of Proceeds...............................................................................................21 ARTICLE VIII INVESTMENTS Section 8.1. Investments............................................................................................................ 21 Section 8.2. Investment Income.................................................................................................21 ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.1. Payment of the Bonds............................................................................................22 Section 9.2. Other Representations and Covenants...................................................................22 Section 9.3. Provisions Concerning Federal Income Tax Exclusion...................................,.....22 Section 9.4. No Private Use or Payment and No Private Loan Financing.................................23 Section 9.5. No Federal Guaranty..............................................................................................23 Section9.6. No Hedge Bonds....................................................................................................23 Section9.7. No Arbitrage..........................................................................................................23 #4929796.1 Section 9.8. Arbitrage Rebate....................................................................................................24 Section 9.9. Information Reporting...........................................................................................24 Section 9.10. Record Retention...................................................................................................24 Section 9.11. Registration.......................................................................................... .....24 Section 9.12. Deliberate Actions......................................................................... ...................25 Section 9.13. Continuing Obligation...........................................................................................25 DEFAULT AND REMEDIES Section 10.1. Events of Default...................................................................................................25 Section 10.2. Remedies for Default.............................................................................................25 Section 10.3. Remedies Not Exclusive........................................................................................26 ARTICLE XI DISCHARGE Section11.1. Discharge................................................................................................................26 ARTICLE XII REDEMPTION OF OBLIGATIONS; APPROVAL OF ESCROW AGREEMENT; PURCHASE OF SECURITIES Section 12.1. Escrow Agreement.................................................................................................26 Section 12.2. Purchase of Securities...............:............................................................................26 Section 12.3. Redemption and Payment of Refunded Bonds.......................................................26 .Section 12.4. Notice of Deposit and Redemption.........................................:..............................27 ARTICLE XIII AMENDMENTS Section 13.1. Amendments..........................................................................................................27 ARTICLE XIV MISCELLANEOUS Section 14.1. Changes to Ordinance ................................................ ...................27 Section 14.2. Partial Invalidity.....................................................................................................27 Section 14.3. No Personal Liability.............................................................................................28 #4929796.1 ARTICLE XV EFFECTIVE IMMEDIATELY Section 15. 1. Effective Immediately............................................................................................28 Schedule I - Refunded Bonds...................................................................................................... S-1 (iv) #4929796.1 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF TOWN OF TROPHY CLUB, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2015 IN THE AGGREGATE PRINCIPAL AMOUNT OF $2,030,000; AWARDING THE SALE THEREOF; LEVYING A TAX IN PAYMENT THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE AGREEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND AN ESCROW AGREEMENT; AND ENACTING PROVISIONS INCIDENT AND RELATING TO THE SUBJECT AND PURPOSES OF THIS ORDINANCE WHEREAS, there are presently outstanding certain obligations of the Town (the "Refunded Bonds") described on Schedule I hereto, which the Town now desires to refund; and WHEREAS, Chapter 1207, Texas Government. Code ("Chapter 1207") authorizes the Town to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with the paying agent for the Refunded Bonds, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Bonds; and WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207") authorizes the Town to. issue refunding bonds for the purpose of refunding or defeasing the Refunded Bonds in advance of their maturities, and to accomplish such refunding or defeasance by depositing directly with a paying agent for the Refunded Bonds (or other qualified escrow agent), the proceeds of such refunding bonds, together with other available funds, in an amount sufficient to provide for the payment or redemption of the Refunded Bonds, and provides that such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment or redemption of the Refunded Bonds; and WHEREAS, the Town desires to authorize the execution of an escrow agreement in order to ..provide for the deposit of proceeds of the refunding bonds and, to the extent specified pursuant hereto, other lawfully available funds of the Town, to pay the redemption price of the Refunded Bonds when due; and WHEREAS, the Town Council hereby finds and determines that the issuance of the refunding bonds will result in a net present value debt service savings of $94,958.35 and that the refunding contemplated in this Ordinance will benefit the Town and that such benefit is sufficient consideration for the refunding of the Refunded Bonds; and WHEREAS, the Town Council has found and determined that it is necessary and in the best interest of the Town and its citizens. that it authorize by this Ordinance the issuance and delivery of the bonds at this time, all in a single series; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Chapter 551, Texas Government Code, as amended; Now Therefore, #4929796.1 BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB: ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.1. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Ordinance, the following terms shall have the meanings specified below: "Bond" means any of the Bonds. "Bond Date" means the date designated as the date of the Bonds by Section 3.2(a) of this Ordinance. "Bonds" means the Town's bonds authorized to be issued by Section 3.1 of this Ordinance and designated as "Town of Trophy Club, Texas, General Obligation Refunding Bonds, Series 2015." "Closing Date" means the date of the initial delivery of and payment for the Bonds "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and court decisions. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar named in this Ordinance, the Designated Payment/Transfer Office as designated in the Paying Agent/Registrar Agreement, or at such other location designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the Town such successor. "Escrow Agent" means The Bank of New York Mellon Trust Company, N.A. "Escrow Agreement" means the Escrow Agreement relating to the Bonds, dated as of July 14, 2015, by and between the Escrow Agent and the Town. "Escrow Fund" means the fund referred to in Section 12.1 of this Ordinance and established- by the Escrow Agreement to hold cash and securities for the payment of principal and interest on the Refunded Bonds. "Event of Default" means any event of default as defined in Section 10.1 of this Ordinance. "Initial Bond" means the Initial Bond authorized by Section 3.4 of this Ordinance. "Interest and Sinking Fund" means the interest and sinking fund established by Section 2.2 of this Ordinance. 2 #4929796.1 "Interest Payment Date" means the date or dates on which interest on the Bonds is scheduled to be paid until their respective dates of maturity or prior redemption, such dates being March 1 and September 1, commencing March 1, 2016. "Owner" means the person who is the registered owner of a Bond or Bonds, as shown in the Register. . "Paying Agent/Registrar means initially, First National Bank Texas or any successor thereto as provided in this Ordinance. "Paying Agent/Registrar Agreement" means the Paying Agent/Registrar Agreement between the Paying Agent/Registrar and the Town relating to the Bonds. "Purchase Agreement" means that certain purchase agreement, dated as of July 14, 2015, approved in Section 7.1(a) hereof. "Purchaser" means the First National Bank Texas. "Record Date" means the last business day of the month next preceding an Interest Payment Date. hereto. "Refunded Bonds" means the obligations of the Town described in Schedule I attached "Register" means the Register specified in Section 3.6(a) of this Ordinance. "Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the payment of principal of or interest on the Bonds. as the same come due and payable and remaining unclaimed by the Owners of such Bonds after the applicable payment or redemption date. Section 1.2. Findings. The declarations, determinations and findings declared, made and found in the preamble to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof. Section 1.3. Table of Contents. Titles and Headings. The table of contents, titles and headings of the Articles and Sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.4. Interpretation. (a) Unless the context requires otherwise, words of the masculine gendershall be construed to include correlative words of the feminine and neuter genders and vice versa, and 3 #4929796.1 words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. ARTICLE II SECURITY FOR THE BONDS; INTEREST AND SINKING FUND Section 2.1. Tax Levy. (a) Pursuant to the authority granted by the Texas Constitution and the laws of the State of Texas, there shall be levied and there is hereby levied for the current year and for each succeeding year hereafter while any of the Bonds or any interest thereon is outstanding and unpaid, an ad valorem tax on each one hundred dollars valuation of taxable property within the Town, at a rate sufficient, within the limit prescribed by law, to pay the debt service requirements of the Bonds, being (i) the interest on the Bonds, and (ii) a sinking fund for their redemption at maturity or a sinking fund of two percent (2%) per annum (whichever amount is greater), when due and payable, full allowance being made for delinquencies and costs of collection. (b) The ad valorem tax thus levied shall be assessed and collected each year against all property appearing on the tax rolls of the Town most recently approved in accordance with law and the money thus collected shall be deposited as collected to the Interest and Sinking Fund. (c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and committed irrevocably to the payment of the principal of and interest on the Bonds when and as due and payable in accordance with their terms and this Ordinance. (d) To the extent the Town has available funds which may be lawfully used to pay debt service on the Bonds and such funds are on deposit in the Interest and Sinking Fund in advance of the time when the Town Council of the Town is scheduled to set a tax rate for any year, then such tax rate which would otherwise be required to be established pursuant to subsection (a) of this Section may be reduced to the extent and by the amount of such funds in the Interest and Sinking Fund. (e) If the lien and provisions of this Ordinance shall be released in a manner permitted by Article XI hereof, then the collection of such ad valorem tax may be suspended or appropriately reduced, as the facts may permit, and further deposits to the Interest and Sinking Fund may be suspended or appropriately reduced, as the facts may permit. In determining the aggregate principal amount of outstanding Bonds, there shall be subtracted the amount of any Bonds that have been duly called for redemption and for which money has been deposited with the Paying Agent/Registrar for such redemption. 4 #4929796.1 Section 2.2. Interest and Sinking Fund. (a) The Town hereby establishes a special fund or account, to be designated the "Town of Trophy Club, Texas, General Obligation Refunding Bonds, Series 2015 Interest and Sinking Fund," said fund to be maintained at an official depository bank of the Town separate and apart from all other funds and accounts of the Town. (b) Money on deposit in or required by this Ordinance to be deposited to the Interest and Sinking Fund shall be used solely for the purpose of paying the interest on and principal of the Bonds when and as due and payable in accordance with their terms and this Ordinance. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.1. Authorization. The Town's bonds, to be designated "Town of Trophy Club, Texas, General Obligation Refunding Bonds, Series 2015," are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas, including specifically Chapter 1207, Texas Government Code, as amended. The Bonds shall be issued in the aggregate principal amount of $2,030,000 for the purpose of. (a) providing funds to refund the Refunded Bonds and (b) providing funds for payment. of the costs of issuing the Bonds. Section 3.2. Date, Denomination, Maturities and Interest. (a) The Bonds shall be dated the date of their delivery to the initial Purchaser. The Bonds shall be in fully registered form, without coupons, in the denomination of $1,000 or any integral multiple thereof, and shall be numbered separately from one (1) upward, except the Initial Bond, which shall be numbered T-1. (b) The Bonds shall mature on September 1 in the years and in the principal amounts set forth in the following schedule: Term Bonds Principal Year Amount Interest Rate 2025 $2,030,000 2.180% (c) Interest shall accrue and be paid on each Bond respectively until its maturity, from the later of the date of their delivery to the Purchaser (the "Delivery Date") or the most recent Interest Payment Date to which interest has been paid or provided for at the rates per annum for each respective maturity specified in the schedule contained in subsection (b) above. Such interest shall be payable semiannually on each March 1 and September 1 of each year, 5 #4929796.1 commencing March 1; 2016, until maturity or prior redemption. Interest on the Bonds shall be calculated on the basis of a 360 -day year composed of twelve 30 -day months. Section 3.3. Medium, Method and Place of Payment. (a) The principal of, premium, if any, and interest on the Bonds shall be paid in lawful money of the United States of America. (b) Interest on the Bonds shall be payable to each Owner as shown in the Register at the close of business on the Record Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 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 Town. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be at least 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. (c) Interest shall be paid by check, dated as of the Interest Payment Date, and sent by the Paying Agent/Registrar to each Owner, first class United States mail, postage prepaid, to the address of each Owner as it appears in the Register, or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the Owner shall bear all risk and expense of such other banking arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by wire transfer to the bank account of such Owner on file with the Paying Agent/Registrar. ' (d) The principal of each Bond shall be paid- to the Owner thereof on the due date (whether at the maturity date or the date of prior redemption thereof) upon presentation and surrender of such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, legal holiday, or day on which banking institutions -in the Town where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or 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 and no additional interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated to be due and payable. (f) Unclaimed Payments shall be segregated in a special account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds to which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three (3) years after the 6 #4929796.1 applicable payment or redemption date shall be applied to the next payment or payments on the Bonds thereafter coming due and, to the extent any such money remains after the retirement of all outstanding Bonds, shall be paid to the Town to be used for any lawful purpose. Thereafter, neither the Town, the Paying Agent/Registrar nor any other person shall be liable or responsible to any holders of such Bonds for any further payment of such unclaimed monies or on account of any such Bonds, subject to Title 6 of the Texas Property Code. Section 3.4. Execution and.Registration of Bonds. (a) The Bonds shall be executed on behalf of the Town by the Mayor and the Town Secretary, by their manual or facsimile signatures, and the official seal of the Town shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of those officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of the Town had been manually impressed upon each of the Bonds. (b) In the event that any officer of the Town whose manual or facsimile signature appears on the Bonds ceases to be such officer before the authentication of such Bonds or before the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Paying Agent/Registrar. It shall not be required that the same officer or authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying- Agent/Registrar on all of the Bonds. In lieu of the _executed Certificate of Paying Agent/Registrar described above, the Initial Bond delivered at the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided herein, manually executed by the Comptroller of Public Accounts of the. State of Texas, or by his duly authorized agent, which Certificate shall be evidence that the Bond has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding obligation of the Town, and has been registered by the Comptroller of Public Accounts of the State of Texas. (d) On the Closing Date, one initial Bond representing the entire principal amount of all Bonds, payable in stated installments to the initial Purchaser, or its designee,- executed by.the Mayor and Town Secretary of the Town by their manual or facsimile signatures, approved by the Attorney General, and registered and manually signed by the Comptroller of Public Accounts, will be delivered to the initial Purchaser or its designee. Anytime after payment for the Initial Bond, the Paying Agent/Registrar, pursuant to written instructions from the Initial Purchaser, shall cancel the Initial Bond and deliver to the initial Purchaser one typewritten Bond for each maturity representing the aggregate principal amount for each respective maturity, registered in the name of the initial Purchaser. Notwithstanding the above, the initial Purchaser may elect to hold the Initial Bond in lieu of delivery of definitive Bonds. 7 #4929796.1 Section 3.5. Ownership. (a) The Town, the Paying Agent/Registrar and any other person may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment as provided herein (except interest shall be paid to the person in whose name such Bond is registered on the Record Date), and for all other purposes, whether or not such Bond is overdue, and neither the Town nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of a Bond shall be valid and effectual and shall discharge the liability of the Town and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. Section 3.6. Registration. Transfer and Exchange. (a) So long as any Bonds remain outstanding, the Town shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a register in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Ordinance. (b) The ownership of a Bond may be transferred only upon the presentation and surrender of the Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered. in the Register. The Bonds are only transferable in whole for the outstanding_ principal amount thereof, and are not transferable in part. (c) The Bonds shall be exchangeable upon the presentation and surrender thereof_ at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in any denomination or denominations of any integral multiple of $1,000 and in an aggregate principal amount equal to the unpaid principal amount of the Bonds presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in accordance with this Section. (d) Each exchange Bond delivered by the Paying Agent/ Registrar in accordance with this Section shall constitute an original contractual obligation of the Town and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. (e) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for any different denomination of any of the Bonds. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer or exchange of a Bond. (f) Neither the Town nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond called for redemption, in whole or in part, where such redemption is scheduled to occur within forty-five (45) calendar days after the transfer or 8 #4929796.1 exchange date; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond. Section 3.7. Cancellation. All Bonds paid or redeemed before scheduled maturity in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Ordinance, shall be cancelled and proper records shall be made regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar shall dispose of cancelled Bonds in accordance with the Securities Exchange Act of 1934, as amended. Section 3.8. Temporary Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, if any are delivered pursuant to 3.4(d) herein, the proper officers of the Town may execute and, upon the Town's request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Town executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Ordinance. (c) The Town; without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and shall authenticate and deliver in exchange therefor Bonds of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.9. Replacement Bonds.- (a) onds. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The Town or the Paying Agent/Registrar may require the Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall 9 #4929796.1 authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner first: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his ownership of and the circumstances of the loss, destruction or theft of such Bond; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar to save it and the Town harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the Town and the Paying Agent/Registrar. (c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the Town and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Town or the Paying Agent/Registrar in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due. and payable or may pay such Bond when it.becomes due and payable. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original additional contractual obligation of the Town and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY. LIMITATION ON REDEMPTION. The Bonds shall be subject to redemption before scheduled maturity only as provided in this Article IV. 10 #4929796.1 Section 4. 1. Optional Redemption. The Bonds are not subject to optional redemption prior to their stated maturity. Section 4.2. Mandatory Sinking Fund Redemption. (a) The Bonds maturing on September 1, 2025 (the "Term Bonds") are subject to scheduled mandatory redemption and will be redeemed by the Town, in part at a price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date, out of moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the respective principal amounts as set forth below. Term Bonds Maturing September 1, 2025 Redemption Date Redemption Amount Redemption Date Redemption Amount September 1, 2016 $350,000 September 1, 2022 $230,000 September 1, 2017 40,000 September 1, 2023 235,000 September 1, 2018 40,000 September 1, 2024 240,000 September 1, 2019 210,000 September 1, 2025 245,000 September 1, 2020 220,000 September 1, 2021 220,000 (b) At least ten (10) days prior to each scheduled mandatory redemption date, the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method -that results in a random selection, a principal amount of Term Bonds equal to the aggregate principal amount of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption, as Provided in Section 4.5. So long as the initial Purchaser is the Owner of the Bonds, no presentation shall be required with respect to the - mandatory redemptions and the Paying Agent/Registrar, upon payment of the mandatory redemption payment, shall record the resulting reduction in the principal amount of the bond by book entry. (c) The principal amount of the Term Bonds required to be redeemed on any redemption date pursuant to subparagraph (a) of this Section 4.3 shall be reduced, at the option of the Town, by the principal amount of any Term Bonds which, at least 15 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the Town at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. Section 4.3. Partial Redemption. (a) A portion of a single Bond of a denomination greater than $1,000 may be redeemed, but only in a principal amount equal to $1,000 or any integral multiple thereof. If such a Bond is to be partially redeemed, the Paying Agent/Registrar shall treat each $1,000 portion of the Bond as though it were a single Bond for purposes of selection for redemption. 11 #4929796.1 (b) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in accordance with Section 3.6 of this Ordinance, shall authenticate and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. (c) The Paying Agent/Registrar shall promptly notify the Town in writing of the principal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed. Section 4.4. Notice of Redemption to Owners. (a) The Paying Agent/Registrar shall give notice of any optional redemption of Bonds by sending notice by United States mail, first class postage prepaid, not less than ten (10) days before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the address shown on the Register at the close of business on the business day next preceding the date of mailing of such notice. (b) Any notice shall state the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice.. Section 4.5. Payment Upon Redemption. (a) Before or on each redemption date, the Town shall deposit with .the Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar from the Town and shall use such funds solely for the purpose of paying the principal of, redemption premium, if any, anal -accrued interest on the Bonds being redeemed._ (b) Upon presentation and surrender of any Bond (except as permitted in Section 4.2(b)) called for redemption at the Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on such Bond to the date of redemption from the money set aside for such purpose. Section 4.6. Effect of Redemption. (a) Notice of redemption having been given as provided in Section 4.5 of this Ordinance, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the Town defaults in its obligation to make provision for the payment of the principal thereof, redemption premium, if any, or accrued interest thereon, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. 12 #4929796.1 (b) If the Town shall fail to make provision for payment of all sums due on a redemption date, then any Bond or portion thereof called for redemption shall continue to bear interest at the rate stated on the Bond until due provision is made for the payment of same by the Town. Section 4.7. Lapse of Payment. Money set aside for the redemption of the Bonds and remaining unclaimed by Owners thereof shall be subject to the provisions of Section 3.3(f) hereof. ARTICLE V PAYING AGENT/REGISTRAR Section 5. L. Appointment of Initial Paying Agent/Registrar. The First National Bank Texas is hereby appointed as the initial Paying Agent/Registrar for the Bonds. Section 5.2. Qualifications. Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under the laws of the State of Texas, or any other entity duly qualified and legally authorized to _ serve as and perform the duties and services of paying agent and registrar for the Bonds. Section 5.3. Maintaining Paving Agent/Registrar. (a) At all times while any Bonds are outstanding, the Town will maintain a Paying Agent/Registrar that is qualified under Section 5.2 of this Ordinance. The Mayor is -hereby authorized and directed to execute an agreement with the Paying Agent/Registrar specifying the duties and responsibilities of the Town and the Paying Agent/Registrar. The signature of the Mayor shall be attested by the Town Secretary of the Town. The form of the Paying Agent/Registrar Agreement presented at this meeting is hereby approved with such changes as may be approved by bond counsel to the Town. (b) If the Paying Agent/Registrar resigns or Otherwise ceases to serve as such, the Town will promptly appoint a replacement. Section 5.4. Termination. The Town, upon not less than sixty (60) days' notice, reserves the right to terminate the appointment of any Paying Agent/ Registrar by delivering to the entity whose appointment is to be terminated written notice of such termination. Section 5.5. Notice of Change to Owners. Promptly upon each change in the entity serving as Paying Agent/Registrar, the Town will cause notice of the change to be sent to each Owner. by first class United States mail, 13 #4929796.1 postage prepaid, at the address in the Register, stating the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar. Section 5.6. Agreement to Perform Duties and Functions. By accepting the appointment as Paying Agent/Registrar and executing the Paying Agent/Registrar Agreement, the Paying Agent/Registrar is deemed. to have agreed to the provisions of this Ordinance and that it will perform the duties and functions of Paying Agent/Registrar prescribed thereby. Section 5.7. Delivery of Records to Successor. If a Paying Agent/Registrar is replaced, such Paying. Agent/Registrar, promptly upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the successor Paying Agent/Registrar. ARTICLE VI FORM OF THE BONDS Section 6.1. Form Generally. (a) The Bonds, the Registration Certificate, of the Comptroller of Public Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment form to appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, ` and other variations as are permitted or required by this - Ordinance, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the Town or by the officers executing such Bonds, as evidenced by their execution thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Bonds, as evidenced by their execution thereof. (d) The Initial Bond submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. Section 6.2. Form of the Bonds. The form of the Bond, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying 14 #4929796.1 Agent/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as follows: (a) Form of Bond. REGISTERED REGISTERED No. $ United States of America State of Texas County of Hunt TOWN OF TROPHY CLUB, TEXAS -GENERAL OBLIGATION REFUNDING BOND SERIES 2015 INTEREST RATE: MATURITY DATE: DELIVERY DATE: % September 1, August 11, 2015 The Town of Trophy Club, Texas (the "Town"), in the Counties of Tarrant and Denton, State of Texas, for value received, hereby promises to pay to or registered assigns, on the Maturity Date specified above, the sum of DOLLARS or the remaining unpaid balance of this Bond, unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provided for, and to pay interest on such principal amount from the later of the Delivery Date specified above or the most recent interest payment date to which interest has been paid or provided for until payment of such principal amount has been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a three hundred sixty (360) day year of twelve (12) thirty (30) day months, such interest to be paid semiannually on March land September 1 of each year, commencing March 1,. 2016. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office (the "Designated Payment/Transfer Office") of the First National Bank Texas, as Paying Agent/Registrar or, with respect to a successor Paying Agent/Registrar, at the Designated Payment/Transfer Office thereof. Interest on this Bond is payable by check dated as of the interest payment date, and will be mailed by the Paying Agent/Registrar to the registered owner at the address shown on the registration books kept by the Paying Agent/Registrar or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the registered owner; provided, however, such registered owner shall bear all risk and expense of such other banking arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by wire transfer to the bank account of such Owner on 15 #4929796.1 file with the Paying Agent/Registrar. For the purpose of the payment of interest on this Bond, the registered owner shall be the person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the last business day of the month next preceding such interest payment date; provided, however, that in the event of nonpayment of interest on a scheduled interest payment date, and for 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 Town. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day preceding the date of mailing such notice. If the date for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the Town where the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or 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 and no additional interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated to be due and payable. This Bond is dated August 11, 2015 and is one of a series of fully registered bonds specified in the title hereof issued in the aggregate principal amount of $2,030,000 (herein referred to as the "Bonds"), issued pursuant to a certain ordinance of the Town (the "Ordinance") for the purpose of providing funds to- refund the Refunded Bonds (as defined in the Ordinance) and to pay the costs of issuing the Bonds. The Bonds are not subject to optional redemption prior to their stated maturity. The Bonds maturing September 1, 2025 (the "Term Bonds") are subject to scheduled mandatory redemption and will be redeemed by the Town, in part at a price equal to the principal amount thereof, without premium; plus accrued interest to the redemption date, out of moneys available for such purpose in the Interest and Sinking Fund, on the, dates. and in the respective principal amounts as set forth below. Redemption Date September 1, 2016 September 1, 2017 September 1, 2018 September 1, 2019 September 1, 2020 September 1, 2021 Term Bonds Maturing September 1, 2025 Redemption Amount Redemption Date $350,000 September 1, 2022 40,000 September 1, 2023 40,000 September 1, 2024 210,000 September 1, 2025 220,000 220,000 16 #4929796.1 Redemption Amount $230,000 235,000 240,000 245,000 At least ten (10) days prior to each scheduled mandatory redemption date, the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Term Bonds equal to the aggregate principal amount of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption, as provided in the Ordinance. So long as the initial Purchaser is the Owner of the Bonds, no presentation shall be required with respect to the mandatory redemptions and the Paying Agent/Registrar, upon payment of the mandatory redemption payment, shall record the resulting reduction in the principal amount of the bond by book entry. The principal amount of the Term Bonds required to be redeemed on any redemption date shall be reduced, at the option of the Town, by the principal amount of any Term Bonds which, at least 15 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the Town at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. Notice of optional redemption or mandatory sinking fund redemption shall be sent by United States mail, first class postage prepaid, not less than ten (10) days before the date fixed for redemption, to the registered owner of each of the Bonds to be redeemed in whole or in part. Notice having been so given,. the Bonds or portions thereof designated for redemption shall become due and payable on the redemption date specified in such notice, and from and after such date, notwithstanding that any of the Bonds or portions thereof so called for.redemption shall not have been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue. Neither the Town nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 15 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. - The Bonds are only transferable in whole for the outstanding principal amount thereof, and are not transferable in part. The Town, the Paying Agent/Registrar, and any other person may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this Bond is registered on the Record Date) and for all other purposes, whether or not this -Bond be overdue, and neither the Town nor the Paying Agent/Registrar shall be affected by notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law, and has been authorized by a vote of the properly qualified electors of the Town; that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that ad valorem 17 #4929796.1 taxes upon all taxable property in the Town have been levied for and pledged to the payment of the debt service requirements of the Bonds, within the limit prescribed by law. IN WITNESS WHEREOF, the Town has caused this Bond to be executed by the manual or facsimile signature of the Mayor of the Town and countersigned by the manual or facsimile signature of the Town Secretary of the Town, and the official seal of the Town has been duly impressed or placed in facsimile on this Bond. Town Secretary, Town of Trophy Club, Texas Mayor, Town of Trophy Club, Texas [SEAL] (b) Form of Comptroller's Registration Certificate The following Comptroller's Registration Certificate may be deleted from the definitive Bonds if such Certificate on the initial Bond is fully executed. OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. OF THE STATE OF TEXAS § I hereby certify that there is on file and of record in my office a certificate of the. Attorney General of the State of Texas to theeffect that this Bond has been examined by him as required by law, that he finds that it has been issued in conformity with the Constitution arid'laws of the State of Texas, and that it is a valid and binding obligation of the Town of Trophy Club, Texas, and that this Bond has this day been registered by me. Witness my hand and seal of office at Austin, Texas, Comptroller of Public Accounts of the State of Texas [SEAL] (c) Form of Certificate of Paying Agent/Registrar The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond if the Comptroller's Registration Certificate appears thereon. CERTIFICATE OF PAYING AGENT/REGISTRAR The records of the Paying Agent/Registrar show that the Initial Bond of this series of bonds was approved by the Attorney General of the State of Texas and registered by the 18 #4929796.1 Comptroller of Public Accounts of the State of Texas, and that this is one of the Bonds referred to in the within -mentioned Ordinance. Dated: (d) Form of Assignment Agent/Registrar ASSIGNMENT Authorized Representative as Paying FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and Zip Code of transferee): (Social Security or other identifying number: ) the within Bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the premises. Dated: Signature Guaranteed By: Authorized Signatory NOTICE: The signature on this Assignment must correspond with. the name of the registered owner. as it appears on the face of the within Bond in every particuldr and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. (e) The Initial Bond shall be in the form set forth in subsections (a), (b) and (d) of this Section, except for the following alterations: (i) immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall be completed with the words "As shown below"; (ii) in the first paragraph of the Bond, the words "on the Maturity Date specified above" shall be deleted and the following will be inserted: "on September 1 in each of the years, in the principal installments and bearing interest at the per annum rates in accordance with the following schedule: Year Principal Installment Interest Rate (Information to be inserted from schedule in Section 3.2 of this Ordinance) 19 #4929796.1 Section 6.3. CUSIP Registration. The Town may, but it not obligated to, secure identification numbers through the CUSIP Service Bureau Division of Standard & Poor's, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof and neither the Town nor the attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Section 6.4. Legal Opinion. The approving legal opinion of Bracewell & Giuliani LLP, Bond Counsel, may be printed on the reverse side of each Bond over the certification of the Town Secretary of the Town, which may be executed in facsimile. Section 6.5. Statement of Insurance. A statement relating to a municipal bond insurance policy, if any, to be issued for the Bonds may be printed on or attached to each Bond. ARTICLE VII SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS; Section 7.1. Sale of Bonds. (a) The Bonds are hereby officially sold and awarded and shall be delivered to the Purchaser, in accordance with the terms and provisions of that certain Purchase Agreement relating to the Bonds between the Town and the Purchaser for a purchase price equal to the par amount of the Bonds. The form and content of such Purchase Agreement are hereby approved, and the Mayor is hereby authorized and directed to execute and deliver the Purchase Agreement to the Purchaser. It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable. The Bonds shall initially be registered in the name of the Purchaser or its designee. (b) All officers of the Town are authorized to execute such documents, certificates and receipts as they may deem appropriate. in order to consummate the delivery of the Bonds in accordance with the terms of sale therefor. Further, in connection with the submission of the record of proceedings for the Bonds to the Attorney General of the State of Texas for examination and approval of such Bonds, the appropriate officer of the Town is hereby authorized and directed to issue a check of the Town payable to the Attorney General of the State of Texas as a nonrefundable examination fee in the amount required by Chapter 1202, Texas Government Code .(such amount to be the lesser of (i) 1/10th of 1% of the principal amount of the Bonds or (ii) $9,500). 20 #4929796.1 (c) The obligation of the Purchaser to accept delivery of the Bonds is subject to the Purchaser being furnished, with the final, approving opinion of Bracewell & Giuliani LLP, Bond Counsel for the Town, which opinion shall be dated and delivered the Closing Date. Section 7.2. Control and Delivery of Bonds. (a) The Mayor of the Town is hereby authorized to have control of the Initial Bond and all necessary records and proceedings pertaining thereto pending investigation, examination and approval of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State of Texas and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. (b) After registration by the Comptroller of Public Accounts of the State of Texas, delivery of the Bonds shall be made to the Purchaser under and subject to the general supervision and direction of the Mayor, against receipt by the Town of all amounts due to the Town under the terms of sale. Section 7.3. Deposit of Proceeds. (a) Proceeds of the Bonds in the amount of $19,905,553.75 plus $39,446.25 of lawfully available funds of the Town, shall be deposited to the Escrow Fund pursuant to the Escrow Agreement and, to the extent not otherwise provided for, to pay all expenses arising in connection with the refunding of the Refunded Bonds. (b) The remaining balance received on the Closing Date shall be deposited to a special fund, such moneys to be dedicated and used for paying the costs of issuance. Any amounts remaining after the payment of the costs of issuance shall be deposited to -the Interest and Sinking Fund. ARTICLE VIII INVESTMENTS Section 8.1. Investments. (a) Money in the Interest and Sinking Fund created by this Ordinance, at the Town's option, may be invested in such securities or obligations as permitted under applicable law. (b) Any securities or obligations in which money is so invested shall be kept and held, in trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely applied to the making of all payments required to be made from the fund from which the investment was made. Section 8.2. Investment Income. Interest and income derived from investment of the Interest and Sinking Fund shall be credited to such Fund. 21 #4929796.1 ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.1. Payment of the Bonds. On or before each Interest Payment Date for the Bonds and while any of the Bonds are outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the Interest and Sinking Fund, money sufficient to pay such interest on and principal of the Bonds as will accrue or mature on the applicable Interest Payment Date or date of prior redemption. Section 9.2. Other Representations and Covenants. (a) The Town will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions. contained in this Ordinance and in each Bond; the Town will promptly pay or cause to be paid the principal of and interest on each Bond on the dates and at the places and manner prescribed in such Bond; and the Town will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance. (b) The Town is duly authorized under the laws of the State of Texas to issue the Bonds; all action on its part for the creation and issuance of the Bonds has been duly and effectively taken; and the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations of the Town in accordance with their terms. Section 9.3. Provisions Concerning Federal Income Tax Exclusion. The Town intends ,that the interest on the Bonds be excludable from gross income for federal income tax purposes pursuant to sections 103 and 141 -through 150 of the Code and the applicable Treasury Regulations promulgated thereunder (the "Regulations"). The Town covenants and agrees not to take any action, or omit to take any action within its control, that if taken or omitted, respectively, would cause (i) the interest on the Bonds to be includable in gross income, as defined in Section 61 of the Code, for federal income tax purposes or (ii) result in the violation of or failure -to satisfy any provision of sections 103 and 141 through 150 of the Code - and the applicable Regulations. In particular, the Town covenants and agrees to comply with each requirement of Sections 9.3 through 9.14, inclusive; provided, however, that the Town will not be required to comply with any particular requirement of Sections 9.3 through 9.14, inclusive, if the Town has received an opinion of nationally recognized bond counsel ("Counsel's Opinion") that (i) such noncompliance will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or (ii) compliance with some other requirement set forth in Sections 9.3 through 9.14, inclusive, will satisfy the applicable requirements of the Code and the Regulations, in which case compliance with such other requirement specified in such Counsel's Opinion will constitute compliance with the corresponding requirement specified in Sections 9.3 through 9.14, inclusive. 22 #4929796.1 Section 9.4. No Private Use or Payment and No Private Loan Financing, The Town covenants and agrees that it will make such use of the proceeds of the Bonds, including interest or other investment income derived from Bond proceeds, regulate the use of property financed, directly or indirectly, with such proceeds, and take such other and further action as may be required so that the bonds will not be "private activity bonds" within the meaning of Section 141 of the Code and the Regulations promulgated thereunder. Moreover, the Town will certify, through an authorized officer, employee or agent, based upon all facts -and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, that the proceeds of the Refunded Bonds have not been and the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "private activity bonds" within the meaning of Section 141 of the Code and the Regulations promulgated thereunder. Section 9.5. No Federal Guaranty. The Town covenants and agrees not to take any action, or knowingly omit to take any action within its control, that, if taken or omitted, respectively, would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code and the applicable Regulations thereunder, except as permitted by Section 149(b)(3) of the Code and such Regulations. - Section 9.6. No Hedge Bonds. The Town covenants and agrees not to take any action, or knowingly omit to take any action, within its control, that, if taken or omitted, respectively, would cause the Bonds to be "hedge bonds" within the meaning of Section 1-49(g) of the Code and the applicable Regulations thereunder. Moreover, the Town will certify, through an authorized officer, employee or agent, based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, that the proceeds of the Refunded Bonds have not been used in a manner that would cause the Refunded Bonds or the Bonds to be "hedge bonds" within the meaning of section 149(g) of the Code and the Regulations promulgated thereunder. Section 9.7. No Arbitrage. The Town covenants and agrees. that it will make such use of the proceeds of the Bonds, including interest or other investment income derived from Bond proceeds, regulate investments of proceeds of the Bonds, and take such other and further action as may be required so that the Bonds will not be "arbitrage bonds" within the meaning of Section 148(a) of the Code and the applicable Regulations promulgated thereunder. Moreover, the Town will certify, through an authorized officer, employee or agent, that, based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, that the proceeds of the Refunded Bonds have not been and the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code and the Regulations promulgated thereunder. 23 #4929796.1 Section 9.8. Arbitrage Rebate. If the Town does not qualify for an exception to the requirements of Section 148(f) of the Code, the Town will take all necessary steps to comply with the requirement that certain amounts earned by the Town on the investment of the "gross proceeds" of the Bonds (within the meaning of Section 148(f)(6)(B) of the Code), be rebated to the federal government. Specifically, the Town will (i) maintain records regarding the investment of the gross proceeds of the Bonds as - may be required to calculate the amount earned on the investment of the gross proceeds of the Bonds separately from records of amounts on deposit in the funds and accounts of the. Town allocable to other bond issues of the Town or moneys that do not represent gross proceeds of any bonds of the Town, (ii) determine at such times as are required by the applicable Regulations, the amount earned from the investment of the gross proceeds of the Bonds that is required to be rebated to the federal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Bonds, or on such other dates as may be permitted under the Regulations, all amounts required to be rebated to the federal government. Further, the Town will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Bonds that might result in a reduction in the amount required to be paid to the federal government because such arrangement results in a smaller profit or a larger loss than would have resulted if the arrangement had been at arm's length and had the yield on the issue not been relevant to either party. Section 9.9. Information Reporting_ The Town covenants and agrees to file or cause to be filed with the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Bonds are issued, an information statement concerning the Bonds, all under and in accordance with Section 149(e) of the Code and the Regulations promulgated thereunder. Section 9.10. Record Retention. The Town will retain all pertinent and material records relating to the use and expenditure of the proceeds of the Refunded Bonds and the Bonds until three years after the last Bond is redeemed, or such shorter period as authorized by subsequent guidance issued by the Department of Treasury, if applicable. All records will be kept in a manner that ensures their complete access throughout the retention period. For this purpose, it is acceptable that such records are kept either as hardcopy books and records or in an electronic storage and retrieval system, provided that such electronic system includes reasonable controls and quality assurance programs that assure the ability of the Town to retrieve and reproduce such books and records in the event of an examination of the Bonds by the Internal Revenue Service. Section 9.11. Registration. The Bonds will be issued in registered form. 24 #4929796.1 Section 9.12. Deliberate Actions. The Town will not take a deliberate action (as defined in section 1.141-2(d)(3) of the Regulations) that causes the Bonds to fail to meet any requirement of section 141 of the Code after the issue date of the Bonds unless an appropriate remedial action is permitted by section 1.141-12 of the Regulations and a Counsel's Opinion is obtained that such remedial action cures any failure to meet the requirements of section 141 of the Code. Section 9.13. Continuing Obligation. Notwithstanding any other provision of this Ordinance, the Town's obligations under the covenants and provisions of Sections 9.3 through 9.14, inclusive, shall survive the defeasance and discharge of the Bonds for as long as such matters are relevant to the exclusion from gross income of interest on the Bonds for federal income tax purposes. ARTICLE X DEFAULT AND REMEDIES Section.10.1. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the Town, which default materially and adversely affects the rights of the Owners, including but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation there -of for a period of sixty (60) days after notice of such default is given by any Owner to the Town. Section 10.2. Remedies for Default. (a) Upon the happening of any Event of Default, then any Owner or an authorized representative thereof, including but not limited to, a trustee or trustees therefor, may proceed against the Town for the purpose of protecting and enforcing the rights of the Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Owners hereunder or any combination of such remedies. (b) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Owners of Bonds then outstanding. 25 #4929796.1 Section 10.3. Remedies Not Exclusive. (a) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. ARTICLE XI Section 11.1. Discharize. The Bonds may be defeased, discharged or refunded in any manner permitted by applicable law. ARTICLE XII REDEMPTION OF OBLIGATIONS; APPROVAL OF ESCROW AGREEMENT; PURCHASE OF SECURITIES Section 12.1. Escrow Agreement. The Escrow Agreement, in substantially the form presented at this meeting, and its execution and delivery by the Mayor is hereby authorized and approved. The signature of the Mayor shall be attested by the Town Secretary. Section 12.2. Purchase of Securities: The Mayor and the Town Manager are each hereby authorized to make necessary arrangements for the purchase of the Securities referenced in the Escrow Agreement, as may be necessary for the Escrow Fund and any application for the acquisition of the Securities is hereby approved and ratified. Section 12.3. Redemption and Payment of Refunded Bonds. The Refunded Bonds are hereby called for redemption or payment, as applicable, and shall be paid on their payment date or redeemed prior to their stated maturities on the redemption date and at the redemption, price specified in Schedule I attached hereto. Following the deposit to the Escrow Fund pursuant to the Escrow Agreement, as herein specified, the Refunded Bonds shall be payable solely from and secured by the cash and securities on deposit pursuant to the Escrow Agreement. 26 #4929796.1 Section 12.4. Notice of Deposit and Redemption. The Town Secretary is hereby authorized to cause notice of redemption to be given to the respective paying agent/registrar for the Refunded Bonds by delivery of a certified copy of this Ordinance. Each paying agent/registrar for the Refunded Bonds is hereby authorized and directed to give notice of deposit and notice of redemption with respect to the Refunded Bonds as required under the ordinance pursuant to which the Refunded Bonds were issued. ARTICLE XIII AMENDMENTS Section 13.1. Amendments. This Ordinance shall constitute a contract with the Owners, be binding on the Town, and shall not be amended or repealed by the Town so long as any Bond remains outstanding except as permitted in this Section. The Town may, without consent of or notice to any Owners, from time to time, and at any time, amend this Ordinance in any manner -not detrimental to the interests of the Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Town may, with the written consent of the Owners of the Bonds holding a majority in aggregate principal amount of the Bonds then outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Owners of outstanding Bonds, no such amendment, addition, or rescission shall (i) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (ii) give any preference to any Bond over any other Bond, or (iii) reduce the aggregate principal amount of Bonds required to be held by Owners for consent to any such amendment, addition, or rescission. ARTICLE XIV MISCELLANEOUS Section 14.1. Changes to Ordinance. The Mayor, Town Manager and Director of Finance, in consultation with Bond Counsel, are each hereby authorized to make changes to the terms of this Ordinance if necessary or desirable to carry out the purposes hereof or in connection with the approval of the issuance of the Bonds by the Attorney General of Texas. Section 14.2. Partial Invalidity. If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining. provisions of the Ordinance. 27 #4929796.1 Section 14.3. No Personal Liability. No recourse shall be had for payment of the principal of or interest on any Bonds or for any claim based thereon, or on this Ordinance, against any official or employee of the Town or any person executing any Bonds. ARTICLE XV EFFECTIVE IMMEDIATELY Section 15.1. Effective Immediately. This Ordinance shall become effective immediately upon its adoption at this meeting pursuant to Section 1201.028, Texas Government Code. 28 #4929796.1 PASSED AND APPROVED this P day of July, 2015. ATTEST: Town Sebletary 5 Town of Trophy Club, Texas p APPROVED AS TO FORM: 'ARL,L)Lla,�P-� Town Attorney Town of Trophy Club, Texas on Counsel To of Trophy Club, Texas Mayor Town of Trophy Club, Texas Gp;y Signature Page to Ordinance Authorizing Issuance of General Obligation Refunding Bonds Series 2015 SCHEDULEI. SCHEDULE OF REFUNDED BONDS General Obligation Bonds, Series 2007 Original Original Dated Date Maturily Date Interest Rates 5/1/2007 9/1/2019 4.000% 9/1/2020 4.125 9/1/2021 4.150 9/1/2022 4.250 9/1/2023 4.250 9/1/2024 4.300 9/1/2025 4.375 9/l/2026 4.400 9/1/2027 4.400 Amount Refunded $170,000 180,000 185,000 195,000 205,000 215,000 220,000 235,000 245,000 1 850 000 The 2019-2027 maturities will be redeemed prior to original maturity on September 1, 2017 at par. Schedule I-1 #4929796.1