ORD 2016-14CERTIFICATION PERTAINING TO
PASSAGE OF AN ORDINANCE
STATE OF TEXAS §
TOWN OF TROPHY CLUB §
On the 12th day of April, 2016 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 , thus
constituting a quorum. Whereupon, among other business, a written ordinance bearing the
following caption was introduced:
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $5,245,000 TOWN
OF TROPHY CLUB, TEXAS, GENERAL OBLIGATION BONDS, SERIES
2016; AWARDING THE SALE THEREOF; LEVYING A TAX IN PAYMENT
THEREOF; AWARDING THE SALE OF THE BONDS; AUTHORIZING THE
EXECUTION AND DELIVERY OF A PAYING AGENT/REGISTRAR
AGREEMENT APPROVING THE OFFICIAL STATEMENT; 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: NAYS: Q
#5173460.1
ABSTENTIONS: 0-
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 copy of
an official copy thereof on file among the official records of the Town, all on this the day
of , 2016.
[SEAL]
Town Secret y, Town of Trophy Club, Texas
Certification for Ordinance
Series 2016 General Obligation Bonds
ORDINANCE NO.
2016-14
relating to
$5,245,000
TOWN OF TROPHY CLUB, TEXAS
GENERAL OBLIGATION BONDS
SERIES 2016
Dated: May 1, 2016
Adopted: April 12, 2016
#5159131.3
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section1.1. Definitions...................................................................................................2
Section1.2. Findings......................................................................................................3
Section 1.3. Table of Contents.......................................................................................3
Section 1.4. Interpretation..............................................................................................4
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
Section 3.1.
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
Section 3.7.
Cancellation................................................................................................9
Section 3.8.
Temporary Bonds.......................................................................................9
Section 3.9.
Replacement Bonds.................................................................................10
Section 3.10.
Book -Entry Only System..........................................................................11
Section 3.11.
Successor Securities Depository; Transfer
Outside Book -Entry Only
System.....................................................................................................12
Section 3.12.
Payments to Cede & Co...........................................................................12
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1. Limitation on Redemption.........................................................................12
Section 4.2. Optional Redemption................................................................................12
Section 4.3. Partial Redemption...................................................................................13
Section4.4. Reserved..................................................................................................13
Section 4.5. Notice of Redemption to Owners..............................................................13
Section 4.6. Payment Upon Redemption.....................................................................14
(i)
#5159131.3
Section 4.7. Effect of Redemption................................................................................14
Section 4.8. Conditional Notice of Redemption............................................................14
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.1. Appointment of Initial Paying Agent/Registrar..........................................15
Section5.2. Qualifications............................................................................................15
Section 5.3. Maintaining Paying Agent/Registrar.........................................................15
Section5.4. Termination..............................................................................................15
Section 5.5. Notice of Change to Owners....................................................................16
Section 5.6. Agreement to Perform Duties and Functions............................................16
Section 5.7. Delivery of Records to Successor............................................................16
ARTICLE VI
FORM OF THE BONDS
Section6.1.
Form Generally.........................................................................................16
Section 6.2.
Form of the Bonds....................................................................................17
Section 6.3.
CUSIP Registration..................................................................................22
Section 6.4.
Legal Opinion...........................................................................................23
Section 6.5.
Statement of Insurance............................................................................23
ARTICLE VII
SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS
Section7.1. Sale of Bonds...........................................................................................23
Section 7.2. Control and Delivery of Bonds..................................................................24
Section 7.3. Deposit of Proceeds.................................................................................24
ARTICLE VIII
INVESTMENTS
Section 8.1. Investments..............................................................................................25
Section 8.2. Investment Income...................................................................................25
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.1. Payment of the Bonds..............................................................................25
Section 9.2. Other Representations and Covenants....................................................25
Section 9.3. Provisions Concerning Federal Income Tax Exclusion ............................26
Section 9.4. Qualified Tax -Exempt Obligations............................................................28
-ii-
#5159131.3
The Town hereby designates the Bonds as "qualified tax-exempt
obligations" for purposes of section 265(b) of the Code ...........................28
ARTICLE X
DEFAULT AND REMEDIES
Section 10.1. Events of Default......................................................................................28
Section 10.2. Remedies for Default................................................................................29
Section 10.3. Remedies Not Exclusive...........................................................................29
ARTICLE XI
DISCHARGE
Section11.1. Discharge.................................................................................................29
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section12.1. Annual Reports.........................................................................................29
Section 12.2. Disclosure Event Notices..........................................................................30
Section 12.3. Limitations, Disclaimers and Amendments...............................................32
ARTICLE XIII
AMENDMENTS
Section13.1. Amendments............................................................................................33
ARTICLE XIV
MISCELLANEOUS
Section 14.1. Changes to Ordinance.............................................................................33
Section 14.2. Partial Invalidity........................................................................................33
Section 14.3. No Personal Liability.................................................................................34
ARTICLE XV
EFFECTIVE IMMEDIATELY
Section 15.1. Effective Immediately............................................................................... 34
-iii-
#5159131.3
TOWN OF TROPHY CLUB, TEXAS
ORDINANCE NO. 2016-14
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $5,245,000
TOWN OF TROPHY CLUB, TEXAS, GENERAL OBLIGATION BONDS,
SERIES 2016; AWARDING THE SALE THEREOF; LEVYING A TAX IN
PAYMENT THEREOF; AWARDING THE SALE OF THE BONDS;
AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING
AGENT/REGISTRAR AGREEMENT APPROVING THE OFFICIAL
STATEMENT; AND ENACTING PROVISIONS INCIDENT AND
RELATING TO THE SUBJECT AND PURPOSES OF THIS
ORDINANCE.
WHEREAS, a portion of the bonds hereinafter authorized were duly and
favorably voted, as required by the Constitution and laws of the State of Texas, at an
election held in the Town of Trophy Club, Texas (the "Town"), on November 3, 2015;
and
WHEREAS, at an election held on November 3, 2015, the following is the
purpose and amount of the bonds which were authorized, reflecting any amount
previously issued pursuant to each voted authorization, the amount therefrom being
issued pursuant to this Ordinance, and the balance that remains unissued after the
issuance of the bonds herein authorized, to wit: and
Election
Purpose Date
Joint Town Hall/Policy Facility 11/03/2015
Amount
Amount Being Unissued
Voted Issued') Balance
$5,400,000 $5,400,000 $-0-
(1) Includes $155,000 of premium allocated to voted authorization.
WHEREAS, the Town Council of the Town hereby finds and determines that the
issuance and delivery of the bonds hereinafter authorized is in the public interest and
the use of the proceeds in the manner herein specified constitutes a valid public
purpose; 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, the meeting at which this Ordinance is considered is open to the
public as required by law, and the public notice of the time, place and purpose of said
meeting was given as required by Chapter 551, Texas Government Code, as amended;
therefore
BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY
CLUB:
#5159131.3
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.
"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 Bonds,
Series 2016."
"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.
"DTC" means The Depository Trust Company of New York, New York, or any
successor securities depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold
securities to facilitate the clearance and settlement of securities transactions among
DTC Participants.
"EMMA" means the Electronic Municipal Market Access System.
"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.
#5159131.3
"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, 2017.
"Issue Date" means the date designated as the date of the Bonds by
Section 3.2(a) of this Ordinance.
"MSRB" means the Municipal Securities Rulemaking Board.
"Original Issue Date" means the date designated as the initial date of the Bonds
by Section 3.02(a) of this Ordinance.
"Owner" means the person who is the registered owner of a Bond or Bonds, as
shown in the Register.
"Paying Agent/Registrar" means initially BOKF, N.A., or any successor thereto as
provided in this Ordinance.
"Record Date" means the last business day of the month next preceding an
Interest Payment Date.
"Register" means the Register specified in Section 3.6(a) of this Ordinance.
"Representation Letter" means the Blanket Letter of Representations between
the Town and DTC.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"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 Headinas
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
#5159131.3
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.
Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice
versa, and words of the singular number shall be construed to include correlative words
of the plural number and vice versa.
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) 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
-4-
#5159131.3
and for which money has been deposited with the Paying Agent/Registrar for such
redemption.
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 Bonds, Series 2016, 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 Bonds, Series 2016," are hereby authorized to be issued and delivered in
accordance with the Constitution and laws of the State of Texas, including specifically
Chapter 1331, Texas Government Code, as amended, and Article XIII, Section 1 of the
Charter of the Town. The Bonds shall be issued in the aggregate principal amount of
$5,245,000, for the purpose of: (a) providing funds for payment of the costs of issuing
the Bonds and (b) providing funds for designing, developing, constructing and equipping
a joint police and town hall facility and the acquisition of land therefor.
Section 3.2. Date, Denomination, Maturities and Interest.
(a) The Bonds shall be dated May 1, 2016. The Bonds shall be in fully
registered form, without coupons, in the denomination of $5,000 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 -
#5159131 -3
Serial Bonds
(c) Interest shall accrue and be paid on each Bond respectively until its
maturity or prior redemption, from the later of the date of their Issue Date, 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 on each Interest Payment Date until maturity
or prior redemption. Interest on the Bonds shall be calculated on the basis of a three
hundred sixty (360) day year composed of twelve (12) months of thirty (30) days each.
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.
(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.
-6-
#5159131.3
Principal
Principal
Interest
Year
Amount
Interest Rate
Year
Amount
Rate
2017
$340,000
2.000%
2027
$260,000
2.000%
2018
200,000
3.000
2028
265,000
2.120
2019
205,000
3.000
2029
270,000
2.250
2020
215,000
3.000
2030
275,000
2.375
2021
220,000
3.000
2031
280,000
2.500
2022
225,000
3.000
2032
290,000
2.500
2023
230,000
3.000
2033
295,000
2.500
2024
240,000
3.000
2034
305,000
2.750
2025
245,000
3.000
2035
310,000
2.750
2026
255,000
2.000
2036
320,000
2.750
(c) Interest shall accrue and be paid on each Bond respectively until its
maturity or prior redemption, from the later of the date of their Issue Date, 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 on each Interest Payment Date until maturity
or prior redemption. Interest on the Bonds shall be calculated on the basis of a three
hundred sixty (360) day year composed of twelve (12) months of thirty (30) days each.
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.
(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.
-6-
#5159131.3
(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 city
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 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
-7-
#5159131.3
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 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 Purchaser or its designee.
Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial
Bond and deliver to DTC, on behalf of the Purchaser, one typewritten Bond for each
maturity representing the aggregate principal amount for each respective maturity,
registered in the name of Cede & Co., as nominee for DTC. To the extent the Paying
Agent/Registrar is eligible to participate in DTC's FAST System, as evidenced by
agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar
shall hold the definitive Bonds in safekeeping for DTC.
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.
-8-
#5159131.3
(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 $5,000 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 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.
Following the delivery and registration of the Initial Bond and pending the
preparation of definitive Bonds, 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.
-9-
#5159131.3
(a) Until exchanged for Bonds in definitive form, such Bonds in temporary
form shall be entitled to the benefit and security of this Ordinance.
(b) 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) 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 authenticate and deliver a replacement Bond of like tenor and
principal amount, bearing a number not contemporaneously outstanding, provided that
the Owner first:
(1) 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
-10-
#5159131.3
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.
Section 3.10. Book -Entry Only System.
(a) Notwithstanding any other provision hereof, upon initial issuance of the
Bonds, the ownership of the Bonds shall be registered in the name of Cede & Co., as
nominee of DTC. The definitive Bonds shall be initially issued in the form of a single
separate fully registered certificate for each of the maturities thereof.
(b) With respect to Bonds registered in the name of Cede & Co., as nominee
of DTC, the Town 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 in the Bonds. Without limiting the immediately preceding
sentence, the Town 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
Register, 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 Register of any amount with respect to principal of or interest on the
Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Town
and the Paying Agent/Registrar shall be entitled to treat and consider the person in
whose name each Bond is registered in the Register as the absolute owner of such
Bond for the purpose of payment of principal of and interest on such Bonds, for the
purpose of all matters with respect to such Bond, for the purpose of registering transfer
with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the
order of the respective owners, as shown in the Register 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 Town's obligations with respect to
payment of principal of and interest on the Bonds to the extent of the sum or sums so
paid. No person other than an owner, as shown in the Register, shall receive a
#5159131.3
certificate evidencing the obligation of the Town to make payments of amounts due
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., the word "Cede & Co." in this Ordinance shall refer to such new
nominee of DTC.
(c) The Representations Letter previously executed and delivered by the
Town, and applicable to the Town's obligations delivered in book -entry -only form to
DTC as securities depository, is hereby ratified and approved for the Bonds.
Section 3.11. Successor Securities Depository; Transfer Outside Book -Entry Only
System.
In the event that the Town or the Paying Agent/Registrar determines that DTC is
incapable of discharging its responsibilities described herein and in the Representations
Letter of the Town to DTC, or in the event DTC discontinues the services described
herein, the Town or the Paying Agent/Registrar shall (i) 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 Register 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.
Section 3.12. Pavments to Cede & Co.
Notwithstanding any other provision of this Ordinance to the contrary, so long as
any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments
with respect to principal of, premium, if any, and interest on such Bonds, and all notices
with respect to such Bonds, shall be made and given, respectively, in the manner
provided in the blanket letter of representation of the Town to DTC.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1. Limitation on Redemption.
The Bonds shall be subject to redemption before scheduled maturity only as
provided in this Article IV.
Section 4.2. Optional Redemption.
-12-
#5159131.3
(a) The Town reserves the option to redeem Bonds maturing on and after
September 1, 2026 in whole or any part, in principal amounts of $5,000 or any integral
multiple thereof before their respective scheduled maturity dates, on September 1,
2025, or on any date thereafter, at a price equal to the principal amount of the Bonds
called for redemption plus accrued interest to the date fixed for redemption.
(b) The Town, at least forty-five (45) days before the redemption date, unless
a shorter period shall be satisfactory to the Paying Agent/Registrar, shall notify the
Paying Agent/Registrar of such redemption date and of the principal amount of Bonds to
be redeemed.
Section 4.3. Partial Redemption.
(a) If less than all of the Bonds are to be redeemed pursuant to Section 4.2
hereof, the Town shall determine the maturity or maturities and the amounts thereof to
be redeemed and shall direct the Paying Agent/Registrar to call by lot the Bonds, or
portions thereof, within such maturity or maturities and in such principal amounts for
redemption.
(b) A portion of a single Bond of a denomination greater than $5,000 may be
redeemed, but only in a principal amount equal to $5,000 or any integral multiple
thereof. If such a Bond is to be partially redeemed, the Paying Agent/Registrar shall
treat each $5,000 portion of the Bond as though it were a single Bond for purposes of
selection for redemption.
(c) 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.
(d) 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. Reserved.
Section 4.5. Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds
by sending notice by first class United States mail, postage prepaid, not less than thirty
(30) 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 such notice.
#5159131.3
(b) The 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 and subject to Section 3.12 hereof, 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 4.6. 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, and accrued
interest on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption at the
Designated Payment/Transfer Office of the Paying Agent/Registrar 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 4.7. Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.5 of this
Ordinance, and subject to any conditions or rights reserved by the Town under
Section 4.8, 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.
(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 4.8. Conditional Notice of Redemption.
The Town reserves the right to give notice of its election or direction to redeem
Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i)
-14-
#5159131.3
that the redemption is conditioned upon the deposit of moneys and/or authorized
securities, in an amount equal to the amount necessary to effect the redemption, with
the Paying Agent/Registrar, or such other entity as may be authorized by law, no later
than the redemption date, or (ii) that the Town retains the right to rescind such notice at
any time on or prior to the scheduled redemption date if the Town delivers a certificate
of the Town to the Paying Agent/Registrar instructing the Paying Agent/Registrar to
rescind the redemption notice and such notice and redemption shall be of no effect if
such moneys and/or authorized securities are not so deposited or if the notice is
rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission
of a conditional notice of redemption to the affected Owners. Any Bonds subject to
conditional redemption and such redemption has been rescinded shall remain
Outstanding and the rescission of such redemption shall not constitute an event of
default. Further, in the case of a conditional redemption, the failure of the Town to make
moneys and or authorized securities available in part or in whole on or before the
redemption date shall not constitute an event of default.
Bonds.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.1. Appointment of Initial Paying Agent/Registrar.
BOKF, N.A., is hereby appointed as the initial Paying Agent/Registrar for the
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.
-15-
#5159131.3
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, 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. Aareement 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.
-16-
#5159131.3
(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 Agent/Registrar and the form of Assignment appearing on the Bonds, shall be
substantially as follows:
(a) Form of Bond.
REGISTERED
No.
INTEREST RATE:
REGISTERED
United States of America
State of Texas
County of Tarrant
TOWN OF TROPHY CLUB, TEXAS
GENERAL OBLIGATION BOND
SERIES 2016
MATURITY DATE: ISSUE DATE: CUSIP NUMBER:
September 1, May 1, 2016
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
IBiel II_\:Z.01
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 Issue 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
-17-
#5159131.3
twelve (12) thirty (30) day months, such interest to be paid semiannually on March 1
and September 1 of each year, commencing March 1, 2017.
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 in Dallas, Texas (the "Designated
Payment/Transfer Office") of BOKF, N.A., 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 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.
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 city 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 May 1, 2016 and is one of a series of fully registered bonds
specified in the title hereof issued in the aggregate principal amount of $5,245,000
(herein referred to as the "Bonds"), issued pursuant to a certain ordinance of the Town
(the "Ordinance") for the purpose of providing funds with which to make various
permanent public improvements for and within the Town, and to pay the costs of issuing
the Bonds.
The Town has reserved the option to redeem the Bonds maturing on or after
September 1, 2026, in whole or in part before their respective scheduled maturity dates,
on September 1, 2025, or on any date thereafter, at a price equal to the principal
amount of the Bonds so called for redemption plus accrued interest to the date fixed for
redemption. If less than all of the Bonds are to be redeemed, the Town shall determine
the maturity or maturities and the amounts thereof to be redeemed and shall direct the
Paying Agent/Registrar to call by lot the Bonds, or portions thereof, within such maturity
and in such principal amounts, for redemption.
-18-
#5159131.3
Notice of such redemption or redemptions shall be given by first class mail,
postage prepaid, not less than thirty (30) 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; 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.
The Town reserves the right to give notice of its election or direction to redeem
Bonds conditioned upon the occurrence of subsequent events. Such notice may state (1)
that the redemption is conditioned upon the deposit of moneys and/or authorized
securities, in an amount equal to the amount necessary to effect the redemption, with
the Paying Agent/Registrar, or such other entity as may be authorized by law, no later
than the redemption date, or (ii) that the Town retains the right to rescind such notice at
any time on or prior to the scheduled redemption date if the Town delivers a certificate
of the Town to the Paying Agent/Registrar instructing the Paying Agent/Registrar to
rescind the redemption notice and such notice and redemption shall be of no effect if
such moneys and/or authorized securities are not so deposited or if the notice is
rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission
of a conditional notice of redemption to the affected Owners. Any Bonds subject to
conditional redemption and such redemption has been rescinded shall remain
Outstanding and the rescission of such redemption shall not constitute an event of
default. Further, in the case of a conditional redemption, the failure of the Town to make
moneys and or authorized securities available in part or in whole on or before the
redemption date shall not constitute an event of default.
As provided in the Ordinance, and subject to certain limitations therein set forth,
this Bond is transferable upon surrender of this Bond for transfer 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-, thereupon, one or
more new fully registered Bonds of the same stated maturity, of authorized
denominations, bearing the same rate of interest, and for the same aggregate principal
amount will be issued to the designated transferee or transferees.
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 forty-five (45) 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 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,
-19-
#5159131.3
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 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]
-20-
#5159131.3
(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 the effect 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 and 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 Comptroller of Public Accounts of the State of Texas, and that this is
one of the Bonds referred to in the within -mentioned Ordinance.
BOKF, N.A.
as Paying Agent/Registrar
Dated:
Authorized Representative
-21-
95159131.3
(d) Form of Assignment
ASSIGNMENT
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
particular 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:
Years Principal Installments Interest Rates
(Information to be inserted from schedule
in Section 3.2 of this Ordinance); and
Section 6.3. CUSIP Registration.
The Town may secure identification numbers through the CUSIP Global
Services, managed by S&P Capital IQ on behalf of the American Bankers Association,
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
-22-
P5159131.3
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 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. Official Statement.
(a) The Bonds, having been duly advertised and offered for sale at
competitive bid, are hereby officially sold and awarded to Raymond James &
Associates, Inc. (the "Purchaser") for a purchase price equal to the principal amount
thereof plus a cash premium of $227,690.11, being the bid which produced the lowest
true interest cost to the Town. The Initial Bond shall be registered in the name of the
Purchaser or its designee.
(b) The form and substance of the Preliminary Official Statement, and any
addenda, supplement or amendment thereto, are hereby in all respects approved and
adopted and is hereby deemed final as of its date within the meaning and for the
purposes of paragraph (b)(1) of Rule 15c2-12 under the Securities Exchange Act of
1934, as amended. The final Official Statement (the "Official Statement") presented to
and considered at this meeting is hereby in all respects approved and adopted and the
Mayor and the Town Secretary of the Town are hereby authorized and directed to
execute the same and deliver appropriate numbers of executed copies thereof to the
Purchaser. The Official Statement as thus approved, executed and delivered, with such
appropriate variations as shall be approved by the Mayor of the Town and the
Purchaser, may be used by the Purchaser in the public offering and sale thereof. The
Town Secretary is hereby authorized and directed to include and maintain a copy of the
Official Statement and any addenda, supplement or amendment thereto thus approved
among the permanent records of this meeting. The use and distribution of the
Preliminary Official Statement, as supplemented, and the preliminary public offering of
the Bonds by the Purchaser, is hereby ratified, approved and confirmed.
(c)
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
-23-
#5159131.3
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 (1) 1 /10th of 1 % of the principal amount of the Bonds or
(ii) $9,500).
(d) The obligation of the Purchaser identified in subsection (a) of this
Section to accept delivery of the Bonds is subject to the Purchaser being furnished with
the final, approving opinion of Bracewell 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.
(c) In the event the Mayor or Town Secretary is absent or otherwise unable to
execute any document or take any action authorized herein, the Mayor Pro Tem and the
Assistant Town Secretary, respectively, shall be authorized to execute such documents
and take such actions, and the performance of such duties by the Mayor Pro Tem and
the Assistant Town Secretary shall for the purposes of this Ordinance have the same
force and effect as if such duties were performed by the Mayor and Town Secretary,
respectively.
Section 7.3. Deposit of Proceeds.
(a) All amounts received on the Closing Date as accrued interest on the
Bonds from the Bond Date to the Closing Date, shall be deposited to the Interest and
Sinking Fund.
(b) Proceeds of the Bonds in the amount of $5,400,000, including premium in
the amount of $155,000, shall be deposited to a special construction fund of the Town,
such monies to be dedicated and used solely for the purposes for which the Bonds are
being issued as provided in Section 3.1(b).
-24-
#5159131.3
(c) Premium in the amount of $72,690.11 received on the Closing Date, shall
be deposited to a special account of the Town and used for the payment of the costs of
issuing the Bonds. Any amounts not needed for the payment of 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.
(a) Interest and income derived from investment of the Interest and Sinking
Fund shall be credited to such Fund.
(b) Interest and income derived from the investment of the funds deposited
pursuant to Section 7.3 hereof shall be credited to the fund or account where deposited
until the construction of the projects for which the Bonds are issued is completed;
thereafter, to the extent such interest and income are present, such interest and income
shall be deposited to the Interest and Sinking Fund.
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.1. Pavment 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
-2J-
#5159131.3
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.
(a) General. The Town intends that the interest on the Bonds shall be
excludable from gross income for purposes of federal income taxation pursuant to
sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended
(the "Code"); and the applicable regulations promulgated thereunder (the
"Regulations"). 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 interest on the Bonds to be includable in the gross income, as defined in
section 61 of the Code, of the holders thereof for purposes of federal income taxation. In
particular, the Town covenants and agrees to comply with each requirement of this
Section 9.3; provided, however, that the Town shall not be required to comply with any
particular requirement of this Section 9.3 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) that compliance with some other requirement
set forth in this Section 9.3 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 shall constitute compliance with the corresponding requirement
specified in this Section 9.3.
(b) No Private Use or Payment and No Private Loan Financing. The Town
shall 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, 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. 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.
(c) 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
-26-
#5159131.3
section 149(b) of the Code and the Regulations, except as permitted by section
149(b)(3) of the Code and the Regulations.
(d) No Hedge Bonds. The Town covenants and agrees not to take any action,
or knowingly omit to take any action, that, if taken or omitted, respectively, would cause
the Bonds to be "hedge bonds" within the meaning of section 149(8) of the Code and
the Regulations.
(e) No -Arbitrage Covenant. 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 shall 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 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 applicable Regulations
promulgated thereunder.
(f) Arbitrage Rebate. If the Town does not qualify for an exception to the
requirements of Section 148(f) of the Code, relating to the required rebate to the United
States, 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 issue of the Town or moneys which 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 which 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.
(g) 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,
-27-
#5159131.3
an information statement concerning the Bonds, all under and in accordance with
section 149(e) of the Code and the applicable Regulations promulgated thereunder.
(h) Record Retention. The Town will retain all pertinent and material records
relating to the use and expenditure of the proceeds of the Bonds until six 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.
(i) Registration. The Bonds will be issued in registered form.
(j) Continuing Obligation. Notwithstanding any other provision of this
Ordinance, the Town's obligations under the covenants and provisions of this
Section 9.3 shall survive the defeasance and discharge of the Bonds.
Section 9.4. Qualified Tax -Exempt Obligations.
The Town hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of section 265(b) of the Code. In connection therewith, the Town represents
(a) that the aggregate amount of tax-exempt obligations issued by the Town during
calendar year 2016, including the Bonds, which have been designated as "qualified tax-
exempt obligations" under section 265(b)(3) of the Code does not exceed $10,000,000,
and (b) that the reasonably anticipated amount of its tax-exempt obligations which will
be issued by the Town during calendar year 2013, including the Bonds, will not exceed
$10,000,000. For purposes of this Section 9.11, the term "tax-exempt obligations" does
not include "private activity bonds" within the meaning of section 141 of the Code, other
than "qualified 501(c)(3) bonds" within the meaning of section 145 of the Code. In
addition, for purposes of this Section 9.11, the Town includes all governmental units
which are aggregate with the Town under section 265(b) of the Code.
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
ON
k>159131.3
(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
thereof 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.
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
DISCHARGE
Section 11.1. Discharge.
The Bonds may be defeased, discharged or refunded in any manner permitted
by applicable law.
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.1. Annual Reports.
-29-
#5159131.3
(a) The Town shall provide annually to the MSRB, (1) within six months after
the end of each fiscal year of the Town, financial information and operating data with
respect to the Town of the general type included in the final Official Statement, being
information described in Tables 1-12, including financial statements of the Town if
audited financial statements of the Town are then available, and (2) if not provided as
part such financial information and operating data, audited financial statements of the
Town, when and if available. Any financial statements so to be provided shall be (i)
prepared in accordance with the accounting principles prescribed by the Generally
Accepted Accounting Principles or such other accounting principles as the Town may
be required to employ, from time to time, by State law or regulation, and (ii) audited, if
the Town 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 12 months after any such fiscal year end, then the Town shall file
unaudited financial statements within such 12 -month period and audited financial
statements for the applicable fiscal year, when and if the audit report on such
statements becomes available.
(b) If the Town changes its fiscal year, it will notify the MSRB of the change
(and of the date of the new fiscal year end) prior to the next date by which the Town
otherwise would be required to provide financial information and operating data
pursuant to this Section.
(c) 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 referenced to any document (including an official statement or other offering
document, if it is available from the MSRB) that theretofore has been provided to the
MSRB or filed with the SEC.
Section 12.2. Disclosure Event Notices.
(a) The Town shall notify the MSRB, in a timely manner not in excess of ten
(10) Business Days after the occurrence of the event, of any of the following events with
respect to the Bonds:
(1) Principal and interest payment delinquencies;
(ii) Non-payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(v) Substitution of credit or liquidity providers, or their failure to
perform;
-30-
#5159131.3
(vi) Adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701 -TEB) or other material notices or determinations with respect to the
tax status of the Bonds, or other material events affecting the tax status of the
Bonds;
(vii) Modifications to rights of holders of the Bonds, if material;
(viii) Bond calls, if material, and tender offers;
(ix) Defeasances;
(x) Release, substitution, or sale of property securing repayment of the
Bonds, if material;
(xi) Rating changes,
(xii) Bankruptcy, insolvency, receivership or similar event of the Town;
(xiii) The consummation of a merger, consolidation, or acquisition
involving the Town or the sale of all or substantially all of the assets of the Town,
other than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material; and
(xiv) Appointment of a successor Paying Agent/Registrar or change in
the name of the Paying Agent/Registrar, if material.
(b) The Town shall provide to the MSRB, in an electronic format as prescribed
by the MSRB, in a timely manner, notice of a failure by the Town to provide required
annual financial information and notices of material events in accordance with Sections
12.1 and 12.2. All documents provided to the MSRB pursuant to this section shall be
accompanied by identifying information as prescribed by the MSRB.
` For the purposes of the event identified in (xii), the event is considered to occur when any of the
following occur: the appointment of a receiver, fiscal agent, or similar officer for an obligated person in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in
which a court or governmental authority has assumed jurisdiction over substantially all of the assets or
business of the obligated person, or if such jurisdiction has been assumed by leaving the existing
governing body and officials or officers in possession but subject to the supervision and orders of a court
or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or
liquidation by a court or governmental authority having supervision or jurisdiction over substantially all
of the assets or business of the obligated person.
-31-
#5159131.3
Section 12.3. Limitations, Disclaimers and Amendments.
(a) The Town shall be obligated to observe and perform the covenants
specified in this Article for so long as, but only for so long as, the Town remains an
"obligated person" with respect to the Bonds within the meaning of the Rule, except that
the Town in any event will give notice of any redemption calls and any defeasances that
cause the Town to be no longer an "obligated person."
(b) The provisions of this Article are for the sole benefit of the Owners and
beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give
any benefit or any legal or equitable right, remedy, or claim hereunder to any other
person. The Town undertakes to provide only the financial information, operating data,
financial statements, and notices which it has expressly agreed to provide pursuant to
this Article and does not hereby undertake to provide any other information that may be
relevant or material to a complete presentation of the Town's financial results, condition,
or prospects or hereby undertake to update any information provided in accordance with
this Article or otherwise, except as expressly provided herein. The Town 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.
UNDER NO CIRCUMSTANCES SHALL THE TOWN BE LIABLE TO THE
OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN
PART FROM ANY BREACH BY THE TOWN, WHETHER NEGLIGENT OR WITHOUT
FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT
EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT,
FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN
ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(c) No default by the Town in observing or performing its obligations under
this Article shall constitute a breach of or default under the Ordinance for purposes of
any other provisions of this Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim, waive, or
otherwise limit the duties of the Town under federal and state securities laws.
(e) The provisions of this Article may be amended by the Town 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
Town, but only if (1) the provisions of this Article, 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 to the date of such amendment, as well as such changed circumstances, and (ii)
either (A) the Owners of a majority in aggregate principal amount (or any greater
amount required by any other provisions of this Ordinance that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (B) an entity or
-32-
451591313
individual person that is unaffiliated with the Town (such as nationally recognized bond
counsel) determines that such amendment will not materially impair the interests of the
Owners and beneficial owners of the Bonds. If the Town so amends the provisions of
this Article, it shall include with any amended financial information or operating data
next provided in accordance with Section 12.1 an explanation, in narrative form, of the
reasons for the amendment and of the impact of any change in type of financial
information or operating data so provided.
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 and Chief Financial Officer, in consultation with Bond Counsel, is
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 Invalidi
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.
#5159131.3
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.
Notwithstanding the provisions of the Town Charter, this Ordinance shall become
effective immediately upon its adoption at this meeting pursuant to Section 1201.028,
Texas Government Code.
-34-
#5159131.3
PRESENTED FINALLY PASSED AND APPROVED, AND EFFECTIVE on the
12th day of April, 2016, by a vote of LL ,' ayes and C) nays at a regular meeting of
the Town Council of the Town of Trophy Club, Texas.
C. Nick Sander ayor
Town of Trophy Club, Texas
ATTEST:
j0 � ML4��'_
Holly Fimbre Town Secretary
Town of Trophy Club, Texas
APPROVED TO AS FORM:
Patricia A. Adams ,Town Attorney
Town of Trophy Club, Texas
Julie K. Partain, Bond Counsel
Town of Trophy Club, Texas
Signature Page to Ordinance Authorizing
Series 2016 General Obligation Bonds