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ORD 2020-07 Refunding Bonds S ORDINANCE NO. 2020-07 relating to $3,550,000 TOWN OF TROPHY CLUB, TEXAS GENERAL OBLIGATION REFUNDING BONDS SERIES 2020 Adopted: August 11, 2020 #6205721.3 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS SectionI.I. Definitions ...............................................................................................................2 Section1.2. Findings ...................................................................................................................3 Section 1.3. Table of Contents. Titles and Headings...................................................................3 Section1.4. Interpretation............................................................................................................3 ARTICLE II SECURITY FOR THE BONDS; INTEREST AND SINKING FUND Section2.1. Tax Levy..................................................................................................................4 Section 2.2. Interest and Sinking Fund........................................................................................5 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section3.1. Authorization...........................................................................................................5 Section 3.2. Date, Denomination, Maturities and Interest...........................................................5 Section 3.3. Medium, Method and Place of Payment..................................................................6 Section 3.4. Execution and Registration of Bonds ......................................................................7 Section3.5. Ownership................................................................................................................8 Section 3.6. Registration. Transfer and Exchange.......................................................................8 Section3.7. Cancellation.............................................................................................................9 Section3.8. Temporary Bonds ....................................................................................................9 Section 3.9. Replacement Bonds .................................................................................................9 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY LIMITATION ON REDEMPTION. Section 4.1. Optional Redemption.............................................................................................10 Section 4.2. Mandatory Sinking Fund Redemption...................................................................I I Section4.3. Partial Redemption ................................................................................................I I Section 4.4. Notice of Redemption to Owners ..........................................................................12 Section 4.5. Payment Upon Redemption...................................................................................12 Section 4.6. Effect of Redemption.............................................................................................12 Section4.7. Lapse of Payment...................................................................................................13 (i) #6205721.3 ARTICLE V PAYING AGENT/REGISTRAR Section 5.1. Appointment of Initial Paying Agent/Registrar.....................................................13 Section5.2. Qualifications.........................................................................................................13 Section 5.3. Maintaining Paying Agent/Registrar.....................................................................13 Section5.4. Termination............................................................................................................13 Section 5.5. Notice of Change to Owners..................................................................................13 Section 5.6. Agreement to Perform Duties and Functions ........................................................14 Section 5.7. Delivery of Records to Successor..........................................................................14 ARTICLE VI FORM OF THE BONDS Section6.1. Form Generally......................................................................................................14 Section 6.2. Form of the Bonds .................................................................................................14 Section 6.3. CUSIP Registration................................................................................................20 Section6.4. Legal Opinion........................................................................................................20 Section 6.5. Statement of Insurance...........................................................................................20 ARTICLE VII SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS; Section7.1. Sale of Bonds.........................................................................................................20 Section 7.2. Control and Delivery of Bonds..............................................................................21 Section 7.3. Deposit of Proceeds...............................................................................................21 ARTICLE VIII INVESTMENTS Section8.1. Investments............................................................................................................21 Section 8.2. Investment Income.................................................................................................22 ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.1. Payment of the Bonds............................................................................................22 Section 9.2. Other Representations and Covenants...................................................................22 Section 9.3. Federal Income Tax Matters..................................................................................22 Section 9.4. No Private Use or Payment and No Private Loan Financing ................................24 Section 9.5. No Federal Guaranty..............................................................................................24 Section9.6. No Hedge Bonds....................................................................................................24 Section9.7. No Arbitrage ..........................................................................................................24 Section9.8. Arbitrage Rebate....................................................................................................25 #6205721.3 Section 9.9. Information Reporting ...........................................................................................25 Section 9.10. Record Retention...................................................................................................25 Section9.11. Registration............................................................................................................26 Section 9.12. Deliberate Actions .................................................................................................26 Section 9.13. Continuing Obligation...........................................................................................26 ARTICLE X DEFAULT AND REMEDIES Section 10.1. Events of Default...................................................................................................26 Section 10.2. Remedies for Default.............................................................................................26 Section 10.3. Remedies Not Exclusive........................................................................................27 ARTICLE XI DISCHARGE Section11.1. Discharge...............................................................................................................27 ARTICLE XII REDEMPTION OF OBLIGATIONS; APPROVAL OF DEPOSIT AGREEMENT; Section12.1. Deposit Agreement................................................................................................27 Section 12.2. Redemption of Refunded Bonds and Payment of Refunded Bonds......................27 Section 12.3. Notice of Deposit and Redemption........................................................................28 ARTICLE XIII AMENDMENTS Section13.1. Amendments..........................................................................................................28 ARTICLE XIV MISCELLANEOUS Section 14.1. Changes to Ordinance............................................................................................28 Section14.2. Partial Invalidity ....................................................................................................29 Section 14.3. No Personal Liability.............................................................................................29 ARTICLE XV EFFECTIVE IMMEDIATELY Section 15.1. Effective Immediately............................................................................................29 ScheduleI - Refunded Bonds ......................................................................................................S-1 (iii) #6205721.3 #6205721.3 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF TOWN OF TROPHY CLUB, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020 IN THE AGGREGATE PRINCIPAL AMOUNT OF $3,550,000; AWARDING THE SALE THEREOF; LEVYING A TAX IN PAYMENT THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE AGREEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND A DEPOSIT AGREEMENT; AND ENACTING PROVISIONS INCIDENT AND RELATING TO THE SUBJECT AND PURPOSES OF THIS ORDINANCE WHEREAS, there are presently outstanding certain obligations of the Town (the "Refunded Bonds") described on Schedule I hereto, which the Town now desires to refund; and WHEREAS, Chapter 1207, Texas Government Code ("Chapter 1207") authorizes the Town to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with the paying agent for the Refunded Bonds, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Bonds; and WHEREAS, Chapter 1207 authorizes the Town to issue refunding bonds for the purpose of refunding or defeasing the Refunded Bonds in advance of their maturities, and to accomplish such refunding or defeasance by depositing directly with a paying agent for the Refunded Bonds (or other qualified escrow agent), the proceeds of such refunding bonds, together with other available funds, in an amount sufficient to provide for the payment or redemption of the Refunded Bonds, and provides that such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment or redemption of the Refunded Bonds; and WHEREAS, the Town desires/to authorize the execution of a deposit agreement with the paying agent for the Refunded Bonds in order to provide for the deposit of proceeds of the refunding bonds and, to the extent specified pursuant hereto, other lawfully available funds of the Town, to pay the redemption price of the Refunded Bonds when due; and WHEREAS, the Town Council hereby finds and determines that the issuance of the refunding bonds will result in a net present value debt service savings of $445,900.10 and that the refunding contemplated in this Ordinance will benefit the Town and that such benefit is sufficient consideration for the refunding of the Refunded Bonds; and WHEREAS, the Town Council has found and determined that it is necessary and in the best interest of the Town and its citizens that it authorize by this Ordinance the issuance and delivery of the bonds at this time, all in a single series; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Chapter 551, Texas Government Code, as amended;Now Therefore, #6205721.3 BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB: ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.1. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Ordinance, the following terms shall have the meanings specified below: "Bond" means any of the Bonds. "Bond Date" means the date designated as the date of the Bonds by Section 3.2(a) of this Ordinance. "Bonds" means the Town's bonds authorized to be issued by Section 3.1 of this Ordinance and designated as "Town of Trophy Club, Texas, General Obligation Refunding Bonds, Series 2020." "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, and, with respect to a specific section thereof, such reference shall be deemed to include (a) the Regulations promulgated under such section, (b) any successor provision of similar import hereafter enacted, (c) any corresponding provision of any subsequent Internal Revenue Code, and (d) the Regulations promulgated under the provisions described in(b) and (c). "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. "Event of Default" means any event of default as defined in Section 10.1 of this Ordinance. "Deposit Agreement" means the agreement between the Town and the paying agent/registrar for the Refunded Bonds authorized in Section 12.1. "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. "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, 2021. 2 #6205721.3 "Owner" means the person who is the registered owner of a Bond or Bonds, as shown in the Register. "Paying Agent/Registrar" means initially, JP Morgan Chase Bank or any successor thereto as provided in this Ordinance. "Paying Agent/Registrar Agreement" means the Paying Agent/Registrar Agreement between the Paying Agent/Registrar and the Town relating to the Bonds. "Purchase Agreement" means that certain purchase agreement, dated as of August 11, 2020, approved in Section 7.1(a)hereof. "Purchaser" means JPMorgan Chase Bank. "Record Date" means the last business day of the month next preceding an Interest Payment Date. "Refunded Bonds" means the obligations of the Town described in Schedule I attached hereto. "Register" means the Register specified in Section 3.6(a) of this Ordinance. "Regulations" means the applicable proposed, temporary or final Treasury Regulations promulgated under the Code or, to the extent applicable to the Code, under the Internal Revenue Code of 1954, as such regulations may be amended or supplemented from time to time. "Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the payment of principal of or interest on the Bonds as the same come due and payable and remaining unclaimed by the Owners of such Bonds after the applicable payment or redemption date. Section 1.2. Findings. The declarations, determinations and findings declared, made and found in the preamble to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof. Section 1.3. Table of Contents. Titles and Headings. The table of contents, titles and headings of the Articles and Sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.4. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and 3 #6205721.3 words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. ARTICLE II SECURITY FOR THE BONDS; INTEREST AND SINKING FUND Section 2.1. Tax Levy. (a) Pursuant to the authority granted by the Texas Constitution and the laws of the State of Texas, there shall be levied and there is hereby levied for the current year and for each succeeding year hereafter while any of the Bonds or any interest thereon is outstanding and unpaid, an ad valorem tax on each one hundred dollars valuation of taxable property within the Town, at a rate sufficient, within the limit prescribed by law, to pay the debt service requirements of the Bonds, being (i) the interest on the Bonds, and (ii) a sinking fund for their redemption at maturity or a sinking fund of two percent (2%) per annum (whichever amount is greater), when due and payable, full allowance being made for delinquencies and costs of collection. (b) The ad valorem tax thus levied shall be assessed and collected each year against all property appearing on the tax rolls of the Town most recently approved in accordance with law and the money thus collected shall be deposited as collected to the Interest and Sinking Fund. (c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and committed irrevocably to the payment of the principal of and interest on the Bonds when and as due and payable in accordance with their terms and this Ordinance. (d) To the extent the Town has available funds which may be lawfully used to pay debt service on the Bonds and such funds are on deposit in the Interest and Sinking Fund in advance of the time when the Town Council of the Town is scheduled to set a tax rate for any year, then such tax rate which would otherwise be required to be established pursuant to subsection (a) of this Section may be reduced to the extent and by the amount of such funds in the Interest and Sinking Fund. (e) If the lien and provisions of this Ordinance shall be released in a manner permitted by Article XI hereof, then the collection of such ad valorem tax may be suspended or appropriately reduced, as the facts may permit, and further deposits to the Interest and Sinking Fund may be suspended or appropriately reduced, as the facts may permit. In determining the aggregate principal amount of outstanding Bonds, there shall be subtracted the amount of any Bonds that have been duly called for redemption and for which money has been deposited with the Paying Agent/Registrar for such redemption. 4 #6205721.3 Section 2.2. Interest and Sinking Fund. (a) The Town hereby establishes a special fund or account, to be designated the "Town of Trophy Club, Texas, General Obligation Refunding Bonds, Series 2020 Interest and Sinking Fund," said fund to be maintained at an official depository bank of the Town separate and apart from all other funds and accounts of the Town. (b) Money on deposit in or required by this Ordinance to be deposited to the Interest and Sinking Fund shall be used solely for the purpose of paying the interest on and principal of the Bonds when and as due and payable in accordance with their terms and this Ordinance. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.1. Authorization. The Town's bonds, to be designated "Town of Trophy Club, Texas, General Obligation Refunding Bonds, Series 2020," are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas, including specifically Chapter 1207, Texas Government Code, as amended. The Bonds shall be issued in the aggregate principal amount of $3,550,000 for the purpose of. (a)providing funds to refund the Refunded Bonds and (b)providing funds for payment of the costs of issuing the Bonds. Section 3.2. Date Denomination, Maturities and Interest. (a) The Bonds shall be dated the date of their delivery to the initial Purchaser. The Bonds shall be in fully registered form, without coupons, in the denomination of$1,000 or any integral multiple thereof, and shall be numbered separately from one (1) upward, except the Initial Bond, which shall be numbered T-l. (b) The Bonds shall mature on September 1 in the years and in the principal amounts set forth in the following schedule: Term Bonds Principal Year Amount Interest Rate 2030 $3,550,000 1.160% (c) Interest shall accrue and be paid on each Bond respectively until its maturity, from the later of the date of their delivery to the Purchaser (the "Delivery Date") or the most recent Interest Payment Date to which interest has been paid or provided for at the rates per annum for each respective maturity specified in the schedule contained in subsection (b) above. Such interest shall be payable semiannually on each March 1 and September 1 of each year, 5 #6205721.3 commencing March 1, 2021, until maturity or prior redemption. Interest on the Bonds shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Section 3.3. Medium, Method and Place of Payment (a) The principal of, premium, if any, and interest on the Bonds shall be paid in lawful money of the United States of America. (b) Interest on the Bonds shall be payable to each Owner as shown in the Register at the close of business on the Record Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar if and when funds for the payment of such interest have been received from the Town. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be at least 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. (c) Interest shall be paid by check, dated as of the Interest Payment Date, and sent by the Paying Agent/Registrar to each Owner, first class United States mail, postage prepaid, to the address of each Owner as it appears in the Register, or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the Owner shall bear all risk and expense of such other banking arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by wire transfer to the bank account of such Owner on file with the Paying Agent/Registrar. (d) The principal of each Bond shall be paid to the Owner thereof on the due date (whether at the maturity date or the date of prior redemption thereof) upon presentation and surrender of such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the Town where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due and no additional interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated to be due and payable. (f) Unclaimed Payments shall be segregated in a special account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds to which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three (3) years after the 6 #620572 L3 applicable payment or redemption date shall be applied to the next payment or payments on the Bonds thereafter coming due and, to the extent any such money remains after the retirement of all outstanding Bonds, shall be paid to the Town to be used for any lawful purpose. Thereafter, neither the Town, the Paying Agent/Registrar nor any other person shall be liable or responsible to any holders of such Bonds for any further payment of such unclaimed monies or on account of any such Bonds, subject to Title 6 of the Texas Property Code. Section 3.4. Execution and Registration of Bonds. (a) The Bonds shall be executed on behalf of the Town by the Mayor and the Town Secretary, by their manual or facsimile signatures, and the official seal of the Town shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of those officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of the Town had been manually impressed upon each of the Bonds. (b) In the event that any officer of the Town whose manual or facsimile signature appears on the Bonds ceases to be such officer before the authentication of such Bonds or before the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Paying Agent/Registrar. It shall not be required that the same officer or authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond delivered at the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided herein, manually executed by the Comptroller of Public Accounts of the State of Texas, or by his duly authorized agent, which Certificate shall be evidence that the Bond has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding obligation of the Town, and has been registered by the Comptroller of Public Accounts of the State of Texas. (d) On the Closing Date, one initial Bond representing the entire principal amount of all Bonds, payable in stated installments to the initial Purchaser, or its designee, executed by the Mayor and Town Secretary of the Town by their manual or facsimile signatures, approved by the Attorney General, and registered and manually signed by the Comptroller of Public Accounts, will be delivered to the initial Purchaser or its designee. Any time after payment for the Initial Bond, the Paying Agent/Registrar, pursuant to written instructions from the Initial Purchaser, shall cancel the Initial Bond and deliver to the initial Purchaser one typewritten Bond for each maturity representing the aggregate principal amount for each respective maturity, registered in the name of the initial Purchaser. Notwithstanding the above, the initial Purchaser may elect to hold the Initial Bond in lieu of delivery of definitive Bonds. 7 #6205721.3 Section 3.5. Ownership. (a) The Town, the Paying Agent/Registrar and any other person may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment as provided herein (except interest shall be paid to the person in whose name such Bond is registered on the Record Date), and for all other purposes, whether or not such Bond is overdue, and neither the Town nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of a Bond shall be valid and effectual and shall discharge the liability of the Town and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. Section 3.6. Registration. Transfer and Exchange. (a) So long as any Bonds remain outstanding, the Town shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a register in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Ordinance. (b) The ownership of a Bond may be transferred only upon the presentation and surrender of the Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered in the Register. The Bonds are only transferable in whole for the outstanding principal amount thereof, and are not transferable in part. (c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in any denomination or denominations of any integral multiple of$1,000 and in an aggregate principal amount equal to the unpaid principal amount of the Bonds presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in accordance with this Section. (d) Each exchange Bond delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the Town and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. (e) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for any different denomination of any of the Bonds. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer or exchange of a Bond. (f) Neither the Town nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond called for redemption, in whole or in part, where such redemption is scheduled to occur within forty-five (45) calendar days after the transfer or 8 #6205721.3 exchange date; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond. Section 3.7. Cancellation. All Bonds paid or redeemed before scheduled maturity in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Ordinance, shall be cancelled and proper records shall be made regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar shall dispose of cancelled Bonds in accordance with the Securities Exchange Act of 1934, as amended. Section 3.8. Temporary Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, if any are delivered pursuant to 3.4(d) herein, the proper officers of the Town may execute and, upon the Town's request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Town executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Ordinance. (c) The Town, without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and shall authenticate and deliver in exchange therefor Bonds of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.9. Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The Town or the Paying Agent/Registrar may require the Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall 9 #6205721.3 authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner first: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his ownership of and the circumstances of the loss, destruction or theft of such Bond; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar to save it and the Town harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the Town and the Paying Agent/Registrar. (c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the Town and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Town or the Paying Agent/Registrar in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable,the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and payable or may pay such Bond when it becomes due and payable. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original additional contractual obligation of the Town and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY LIMITATION ON REDEMPTION. The Bonds shall be subject to redemption before scheduled maturity only as provided in this Article IV. Section 4.1. Optional Redemption. (a) The Bonds shall not be subject to optional redemption prior to their scheduled maturity. 10 #6205721.3 Section 4.2. Mandatory Sinking Fund Redemption. (a) The Bonds maturing on September 1, 2030 (the "Term Bonds") are subject to scheduled mandatory redemption and will be redeemed by the Town, in part at a price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date, out of moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the respective principal amounts as set forth below. Term Bonds Maturing September 1, 2030 Redemption Date Redemption Amount Redemption Date Redemption Amount September 1, 2021 $1,065,000 September 1, 2027 255,000 September 1, 2022 450,000 September 1, 2028 260,000 September 1, 2023 240,000 September 1, 2029 265,000 September 1, 2024 245,000 September 1, 2030 270,000 September 1, 2025 250,000 September 1, 2026 250,000 (b) At least ten (10) days prior to each scheduled mandatory redemption date, the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Term Bonds equal to the aggregate principal amount of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption, as provided in Section 4.5. So long as the initial Purchaser is the Owner of the Bonds, no presentation shall be required with respect to the mandatory redemptions and the Paying Agent/Registrar, upon payment of the mandatory redemption payment, shall record the resulting reduction in the principal amount of the bond by book entry. (c) The principal amount of the Term Bonds required to be redeemed on any redemption date pursuant to subparagraph (a) of this Section 4.3 shall be reduced, at the option of the Town, by the principal amount of any Term Bonds which, at least 15 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the Town at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. Section 4.3. Partial Redemption. (a) A portion of a single Bond of a denomination greater than $1,000 may be redeemed, but only in a principal amount equal to $1,000 or any integral multiple thereof. If such a Bond is to be partially redeemed, the Paying Agent/Registrar shall treat each $1,000 portion of the Bond as though it were a single Bond for purposes of selection for redemption. (b) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in accordance with Section 3.6 of this Ordinance, shall authenticate and deliver an exchange 11 #6205721.3 Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. (c) The Paying Agent/Registrar shall promptly notify the Town in writing of the principal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed. Section 4.4. Notice of Redemption to Owners. (a) The Paying Agent/Registrar shall give notice of any optional redemption of Bonds by sending notice by United States mail, first class postage prepaid, not less than ten (10) days before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the address shown on the Register at the close of business on the business day next preceding the date of mailing of such notice. (b) Any notice shall state the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. Section 4.5. Payment Upon Redemption. (a) Before or on each redemption date, the Town shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar from the Town and shall use such funds solely for the purpose of paying the principal of, redemption premium, if any, and accrued interest on the Bonds being redeemed. (b) Upon presentation and surrender of any Bond (except as permitted in Section 4.2(b)) called for redemption at the Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on such Bond to the date of redemption from the money set aside for such purpose. Section 4.6. Effect of Redemption. (a) Notice of redemption having been given as provided in Section 4.5 of this Ordinance, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the Town defaults in its obligation to make provision for the payment of the principal thereof, redemption premium, if any, or accrued interest thereon, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. (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 12 #6205721.3 interest at the rate stated on the Bond until due provision is made for the payment of same by the Town. Section 4.7. Lapse of Payment. Money set aside for the redemption of the Bonds and remaining unclaimed by Owners thereof shall be subject to the provisions of Section 3.3(f)hereof. ARTICLE V PAYING AGENT/REGISTRAR Section 5.1. Appointment of Initial Pang Agent/Registrar. The JPMorgan Chase Bank is hereby appointed as the initial Paying Agent/Registrar for the Bonds. Section 5.2. Qualifications. Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under the laws of the State of Texas, or any other entity duly qualified and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Bonds. Section 5.3. Maintaining Paving Agent/Registrar. (a) At all times while any Bonds are outstanding, the Town will maintain a Paying Agent/Registrar that is qualified under Section 5.2 of this Ordinance. The Mayor is hereby authorized and directed to execute an agreement with the Paying Agent/Registrar specifying the duties and responsibilities of the Town and the Paying Agent/Registrar. The signature of the Mayor shall be attested by the Town Secretary of the Town. The form of the Paying Agent/Registrar Agreement presented at this meeting is hereby approved with such changes as may be approved by bond counsel to the Town. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the Town will promptly appoint a replacement. Section 5.4. Termination. The Town, upon not less than sixty (60) days' notice, reserves the right to terminate the appointment of any Paying Agent/ Registrar by delivering to the entity whose appointment is to be terminated written notice of such termination. Section 5.5. Notice of Change to Owners. Promptly upon each change in the entity serving as Paying Agent/Registrar, the Town will cause notice of the change to be sent to each Owner by first class United States mail, 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. 13 #6205721.3 Section 5.6. Agreement to Perform Duties and Functions. By accepting the appointment as Paying Agent/Registrar and executing the Paying Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the provisions of this Ordinance and that it will perform the duties and functions of Paying Agent/Registrar prescribed thereby. Section 5.7. Delivery of Records to Successor. If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the successor Paying Agent/Registrar. ARTICLE VI FORM OF THE BONDS Section 6.1. Form Generally. (a) The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment form to appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the Town or by the officers executing such Bonds, as evidenced by their execution thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Bonds, as evidenced by their execution thereof. (d) The Initial Bond submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. Section 6.2. Form of the Bonds. The form of the Bond, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying Agent/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as follows: (a) Form of Bond. 14 #6205721.3 REGISTERED REGISTERED No. $ United States of America State of Texas Counties of Denton and Tarrant TOWN OF TROPHY CLUB, TEXAS GENERAL OBLIGATION REFUNDING BOND SERIES 2020 INTEREST RATE: MATURITY DATE: DELIVERY DATE: % September 1, September 15, 2020 The Town of Trophy Club, Texas (the "Town"), in the Counties of Tarrant and Denton, State of Texas, for value received, hereby promises to pay to or registered assigns, on the Maturity Date specified above, the sum of DOLLARS or the remaining unpaid balance of this Bond, unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provided for, and to pay interest on such principal amount from the later of the Delivery Date specified above or the most recent interest payment date to which interest has been paid or provided for until payment of such principal amount has been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a three hundred sixty (360) day year of twelve (12) thirty (30) day months, such interest to be paid semiannually on March 1 and September 1 of each year, commencing March 1, 2021. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office (the "Designated Payment/Transfer Office") of the JPMorgan Chase Bank, 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; provided, however, that in the event of nonpayment of interest on a 15 #6205721.3 scheduled interest payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Town. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day preceding the date of mailing such notice. If the date for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the Town where the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due and no additional interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated to be due and payable. This Bond is dated September 15, 2020 and is one of a series of fully registered bonds specified in the title hereof issued in the aggregate principal amount of $3,550,000 (herein referred to as the "Bonds"), issued pursuant to Chapter 1207, Texas Government Code, as amended and a certain ordinance of the Town (the "Ordinance") for the purpose of providing funds to refund the Refunded Bonds (as defined in the Ordinance) and to pay the costs of issuing the Bonds. The Bonds are not subject to optional redemption prior to their maturity. The Bonds maturing September 1, 20_ (the "Term Bonds") are subject to scheduled mandatory redemption and will be redeemed by the Town, in part at a price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date, out of moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the respective principal amounts as set forth below. 16 #6205721.3 Term Bonds Maturing September 1, 20 Redemption Date Redemption Amount Redemption Date Redemption Amount September 1, 20_ September 1, 20_ September 1, 20_ September 1, 20_ September 1, 20_ September 1, 20_ September 1, 20_ September 1, 20_ September 1, 20_ September 1, 20_ At least ten (10) days prior to each scheduled mandatory redemption date, the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Term Bonds equal to the aggregate principal amount of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on such scheduled mandatory redemption.date, and shall give notice of such redemption, as provided in the Ordinance. So long as the initial Purchaser is the Owner of the Bonds, no presentation shall be required with respect to the mandatory redemptions and the Paying Agent/Registrar, upon payment of the mandatory redemption payment, shall record the resulting reduction in the principal amount of the bond by book entry. The principal amount of the Term Bonds required to be redeemed on any redemption date shall be reduced, at the option of the Town, by the principal amount of any Term Bonds which, at least 15 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the Town at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. Notice of optional redemption or mandatory sinking fund redemption shall be sent by United States mail, first class postage prepaid, not less than ten (10) days before the date fixed for redemption, to the registered owner of each of the Bonds to be redeemed in whole or in part. Notice having been so given, the Bonds or portions thereof designated for redemption shall become due and payable on the redemption date specified in such notice, and from and after such date, notwithstanding that any of the Bonds or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue. Neither the Town nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 15 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. The Bonds are only transferable in whole for the outstanding principal amount thereof, and are not transferable in part. 17 #6205721.3 The Town, the Paying Agent/Registrar, and any other person may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this Bond is registered on the Record Date) and for all other purposes, whether or not this Bond be overdue, and neither the Town nor the Paying Agent/Registrar shall be affected by notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law, and has been authorized by a vote of the properly qualified electors of the Town; that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that ad valorem taxes upon all taxable property in the Town have been levied for and pledged to the payment of the debt service requirements of the Bonds, within the limit prescribed by law. IN WITNESS WHEREOF, the Town has caused this Bond to be executed by the manual or facsimile signature of the Mayor of the Town and countersigned by the manual or facsimile signature of the Town Secretary of the Town, and the official seal of the Town has been duly impressed or placed in facsimile on this Bond. Town Secretary, Town of Trophy Club, Texas Mayor, Town of Trophy Club, Texas [SEAL] (b) Form of Comptroller's Registration Certificate The following Comptroller's Registration Certificate may be deleted from the definitive Bonds if such Certificate on the initial Bond is fully executed. OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. OF THE STATE OF TEXAS § I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to 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 18 #6205721.3 [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. as Paying Agent/Registrar Dated: By: Authorized Representative (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: NOTICE: The signature on this Assignment must correspond with the name of the Signature Guaranteed By: 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 Authorized Signatory 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"; 19 #6205721.3 4f (ii) in the first paragraph of the Bond, the words "on the Maturity Date specified above" shall be deleted and the following will be inserted: "on September 1 in each of the years, in the principal installments and bearing interest at the per annum rates in accordance with the following schedule: Year Principal Installment Interest Rate (Information to be inserted from schedule in Section 3.2 of this Ordinance) Section 6.3. CUSIP Registration. The Town may, but it not obligated to, secure identification numbers through the CUSIP Services managed by S&P Global Market Intelligence 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 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. (a) The Bonds are hereby officially sold and awarded and shall be delivered to the Purchaser, in accordance with the terms and provisions of that certain Purchase Agreement relating to the Bonds between the Town and the Purchaser for a purchase price equal to the par amount of the Bonds. The form and content of such Purchase Agreement are hereby approved, and the Mayor is hereby authorized and directed to execute and deliver the Purchase Agreement to the Purchaser. It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable. The Bonds shall initially be registered in the name of the Purchaser or its designee. (b) All officers of the Town are authorized to execute such documents, certificates and receipts as they may deem appropriate in order to consummate the delivery of the Bonds in 20 #6205721.3 accordance with the terms of sale therefor. Further, in connection with the submission of the record of proceedings for the Bonds to the Attorney General of the State of Texas for examination and approval of such Bonds, the appropriate officer of the Town is hereby authorized and directed to issue a check of the Town payable to the Attorney General of the State of Texas as a nonrefundable examination fee in the amount required by Chapter 1202, Texas Government Code (such amount to be the lesser of(i) 1/10th of 1% of the principal amount of the Bonds or(ii) $9,500). (c) The obligation of the Purchaser to accept delivery of the Bonds is subject to the Purchaser being furnished with the final, approving opinion of Bracewell LLP, Bond Counsel for the Town, which opinion shall be dated and delivered the Closing Date. Section 7.2. Control and Delivery of Bonds. (a) The Mayor of the Town is hereby authorized to have control of the Initial Bond and all necessary records and proceedings pertaining thereto pending investigation, examination and approval of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State of Texas and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. (b) After registration by the Comptroller of Public Accounts of the State of Texas, delivery of the Bonds shall be made to the Purchaser under and subject to the general supervision and direction of the Mayor, against receipt by the Town of all amounts due to the Town under the terms of sale. Section 7.3. Deposit of Proceeds. (a) Proceeds of the Bonds in the amount of 3,485,837.76, shall be deposited with the paying agent/registrar for the Refunded Bonds, pursuant to the Deposit Agreement and, to the extent not otherwise provided for, to pay all expenses arising in connection with the refunding of the Refunded Bonds. (b) The remaining balance received on the Closing Date shall be deposited to a special fund, such moneys to be dedicated and used for paying the costs of issuance. Any amounts remaining after the payment of the costs of issuance shall be deposited to the Interest and Sinking Fund. ARTICLE VIII INVESTMENTS Section 8.1. Investments. (a) Money in the Interest and Sinking Fund created by this Ordinance, at the Town's option, may be invested in such securities or obligations as permitted under applicable law. (b) Any securities or obligations in which money is so invested shall be kept and held in trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely 21 #6205721.3 applied to the making of all payments required to be made from the fund from which the investment was made. Section 8.2. Investment Income. Interest and income derived from investment of the Interest and Sinking Fund shall be credited to such Fund. ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.1. Payment of the Bonds. On or before each Interest Payment Date for the Bonds and while any of the Bonds are outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the Interest and Sinking Fund, money sufficient to pay such interest on and principal of the Bonds as will accrue or mature on the applicable Interest Payment Date or date of prior redemption. Section 9.2. Other Representations and Covenants. (a) The Town will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance and in each Bond; the Town will promptly pay or cause to be paid the principal of and interest on each Bond on the dates and at the places and manner prescribed in such Bond; and the Town will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance. (b) The Town is duly authorized under the laws of the State of Texas to issue the Bonds; all action on its part for the creation and issuance of the Bonds has been duly and effectively taken; and the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations of the Town in accordance with their terms. Section 9.3. Federal Income Tax Matters. (a) General. The Town covenants not to take any action or omit to take any action that, if taken or omitted, would cause the interest on the Bonds to be includable in gross income for federal income tax purposes. In furtherance thereof, the Town covenants to comply with sections 103 and 141 through 150 of the Code and the provisions set forth in the Federal Tax Certificate executed by the Town in connection with the Bonds. (b) No Private Activity Bonds. The Town covenants that it will use the proceeds of the Bonds (including investment income) and the property financed, directly or indirectly, with such proceeds so that the Bonds will not be "private activity bonds" within the meaning of section 141 of the Code. Furthermore, the Town will not take a deliberate action (as defined in section 1.141-2(d)(3) of the Regulations) that causes the Bonds to be a "private activity bond" unless it takes a remedial action permitted by section 1.141-12 of the Regulations. 22 #6205721.3 i (c) No Federal Guarantee. The Town covenants not to take any action or omit to take any action that, if taken or omitted, would cause the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code, except as permitted by section 149(b)(3) of the Code. (d) No Hedge Bonds. The Town covenants not to take any action or omit to take action that, if taken or omitted, would cause the Bonds to be "hedge bonds" within the meaning of section 149(g) of the Code. (e) No Arbitrage Bonds. The Town covenants that it will make such use of the proceeds of the Bonds (including investment income) and regulate the investment of such proceeds of the Bonds so that the Bonds will not be "arbitrage bonds" within the meaning of section 148(a) of the Code. (f) Required Rebate. The Town covenants that, if the Town does not qualify for an exception to the requirements of section 148(f) of the Code, the Town will comply with the requirement that certain amounts earned by the Town on the investment of the gross proceeds of the Bonds, be rebated to the United States. (g) Information Reporting. The Town covenants to file or cause to be filed with the Secretary of the Treasury an information statement concerning the Bonds in accordance with section 149(e) of the Code. (h) Record Retention. The Town covenants to retain all material records relating to the expenditure of the proceeds (including investment income) of the Refunded Bonds and the Bonds and the use of the property financed, directly or indirectly, thereby until three years after the last Bond is redeemed or paid at maturity (or such other period as provided by subsequent guidance issued by the Department of the Treasury) in a manner that ensures their complete access throughout such retention period. (i) Registration. If the Bonds are "registration-required bonds" under section 149(a)(2)of the Code,the Bonds will be issued in registered form. (j) Favorable Opinion of Bond Counsel. Notwithstanding the foregoing, the Town will not be required to comply with any of the federal tax covenants set forth above if the Town has received an opinion of nationally recognized bond counsel that such noncompliance will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes. (k) Continuing Compliance. Notwithstanding any other provision of this Ordinance, the Town's obligations under the federal tax covenants set forth above will survive the defeasance and discharge of the Bonds for as long as such matters are relevant to the excludability of interest on the Bonds from gross income for federal income tax purposes. (1) 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 that (i) the aggregate amount of tax-exempt obligations (including the Bonds) issued by the Town in the same calendar year as the Bonds that have been designated as "qualified tax-exempt obligations" under section 265(b)(3) of the Code does not 23 #6205721.3 exceed $10,000,000 and (ii) the reasonably anticipated amount of tax-exempt obligations (including the Bonds) that will be issued by the Town in the same calendar year as the Bonds will not exceed $10,000,000. The term "tax-exempt obligation" does not include (i) "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 or (ii) obligations issued to currently refund any obligation to the extent that the amount of the refunding obligation does not exceed the outstanding amount of the refunded obligation. In addition, the Town includes all entities that are aggregated with the Town under the Code. Section 9.4. No Private Use or Payment and No Private Loan Financing_ The Town covenants and agrees that it will make such use of the proceeds of the Bonds, including interest or other investment income derived from Bond proceeds, regulate the use of property financed, directly or indirectly, with such proceeds, and take such other and further action as may be required so that the bonds will not be "private activity bonds" within the meaning of Section 141 of the Code and the Regulations promulgated thereunder. Moreover, the Town will certify, through an authorized officer, employee or agent, based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, that the proceeds of the Refunded Bonds have not been and the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "private activity bonds" within the meaning of Section 141 of the Code and the Regulations promulgated thereunder. Section 9.5. No Federal Guaranty. The Town covenants and agrees not to take any action, or knowingly omit to take any action within its control, that, if taken or omitted, respectively, would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code and the applicable Regulations thereunder, except as permitted by Section 149(b)(3) of the Code and such Regulations. Section 9.6. No Hedge Bonds. The Town covenants and agrees not to take any action, or knowingly omit to take any action, within its control, that, if taken or omitted, respectively, would cause the Bonds to be "hedge bonds" within the meaning of Section 149(g) of the Code and the applicable Regulations thereunder. Moreover, the Town will certify, through an authorized officer, employee or agent, based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, that the proceeds of the Refunded Bonds have not been used in a manner that would cause the Refunded Bonds or the Bonds to be "hedge bonds" within the meaning of section 149(g) of the Code and the Regulations promulgated thereunder. Section 9.7. No Arbitrage. The Town covenants and agrees that it will make such use of the proceeds of the Bonds, including interest or other investment income derived from Bond proceeds, regulate investments of proceeds of the Bonds, and take such other and further action as may be required so that the Bonds will not be "arbitrage bonds" within the meaning of Section 148(a) of the Code and the applicable Regulations promulgated thereunder. Moreover, the Town will certify, through an 24 #6205721.3 authorized officer, employee or agent, that, based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, that the proceeds of the Refunded Bonds have not been and the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code and the Regulations promulgated thereunder. Section 9.8. Arbitrage Rebate. If the Town does not qualify for an exception to the requirements of Section 148(f) of the Code, the Town will take all necessary steps to comply with the requirement that certain amounts earned by the Town on the investment of the "gross proceeds" of the Bonds (within the meaning of Section 148(f)(6)(B) of the Code), be rebated to the federal government. Specifically, the Town will (i) maintain records regarding the investment of the gross proceeds of the Bonds as may be required to calculate the amount earned on the investment of the gross proceeds of the Bonds separately from records of amounts on deposit in the funds and accounts of the Town allocable to other bond issues of the Town or moneys that do not represent gross proceeds of any bonds of the Town, (ii) determine at such times as are required by the applicable Regulations,the amount earned from the investment of the gross proceeds of the Bonds that is required to be rebated to the federal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Bonds, or on such other dates as may be permitted under the Regulations, all amounts required to be rebated to the federal government. Further, the Town will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Bonds that might result in a reduction in the amount required to be paid to the federal government because such arrangement results in a smaller profit or a larger loss than would have resulted if the arrangement had been at arm's length and had the yield on the issue not been relevant to either party. Section 9.9. Information Reporting. The Town covenants and agrees to file or cause to be filed with the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Bonds are issued, an information statement concerning the Bonds, all under and in accordance with Section 149(e) of the Code and the Regulations promulgated thereunder. Section 9.10. Record Retention. The Town will retain all pertinent and material records relating to the use and expenditure of the proceeds of the Refunded Bonds and the Bonds until three years after the last Bond is redeemed, or such shorter period as authorized by subsequent guidance issued by the Department of Treasury, if applicable. All records will be kept in a manner that ensures their complete access throughout the retention period. For this purpose, it is acceptable that such records are kept either as hardcopy books and records or in an electronic storage and retrieval system, provided that such electronic system includes reasonable controls and quality assurance programs that assure the ability of the Town to retrieve and reproduce such books and records in the event of an examination of the Bonds by the Internal Revenue Service. 25 #6205721.3 Section 9.11. Registration. The Bonds will be issued in registered form. Section 9.12. Deliberate Actions. The Town will not take a deliberate action (as defined in section 1.141-2(d)(3) of the Regulations) that causes the Bonds to fail to meet any requirement of section 141 of the Code after the issue date of the Bonds unless an appropriate remedial action is permitted by section 1.141-12 of the Regulations and a Counsel's Opinion is obtained that such remedial action cures any failure to meet the requirements of section 141 of the Code. Section 9.13. Continuing Obligation. Notwithstanding any other provision of this Ordinance, the Town's obligations under the covenants and provisions of Sections 9.3 through 9.14, inclusive, shall survive the defeasance and discharge of the Bonds for as long as such matters are relevant to the exclusion from gross income of interest on the Bonds for federal income tax purposes. ARTICLE X DEFAULT AND REMEDIES Section 10.1. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the Town, which default materially and adversely affects the rights of the Owners, including but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation 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. 26 #6205721.3 (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 REDEMPTION OF OBLIGATIONS; APPROVAL OF DEPOSIT AGREEMENT; Section 12.1. Deposit Agreement. The Deposit Agreement between the Town and the paying agent/registrar for the Refunded Bonds, in substantially the form presented at this meeting, and its execution and delivery by the Mayor is hereby authorized and approved. The signature of the Mayor may be attested by the Town Secretary. Section 12.2. Redemption of Refunded Bonds and Payment of Refunded Bonds. (a) Following the deposit of funds with the paying agent for the Refunded Bonds as herein specified, the Refunded Bonds shall be payable solely from and secured by the cash held by the paying agent for the Refunded Bonds pursuant to the Deposit Agreement, for the purpose of refunding the Refunded Bonds, and shall cease to be payable from ad valorem taxes, and firm banking and financial arrangements shall have been made for the discharge and final payment or redemption of the Refunded Bonds pursuant to Chapter 1207. The Refunded Bonds are hereby called for redemption prior to maturity on the dates and at the redemption prices set forth in Schedule I attached hereto. The Town Secretary hereby authorized and directed to cause to be delivered to the paying agent/registrar for the Refunded Bonds a certified copy of this Ordinance calling the Refunded Bonds for redemption. The delivery of this Order to the paying agent for 27 #6205721.3 the Refunded Bonds shall constitute the giving of notice of redemption to the paying agent for the Refunded Bonds and such paying agent is hereby authorized and directed to give notice of redemption to the owners of the Refunded Bonds in accordance with the requirements of the ordinance authorizing the issuance thereof. Section 12.3. Notice of Deposit and Redemption. The Town Secretary is hereby authorized to cause notice of redemption and/or defeasance to be given to the respective paying agent/registrar for the Refunded Bonds by delivery of a certified copy of this Ordinance. Each paying agent/registrar for the Refunded Bonds is hereby authorized and directed to give notice of deposit and notice of redemption with respect to the Refunded Bonds as required under the ordinance pursuant to which the Refunded Bonds were issued. ARTICLE XIII AMENDMENTS Section 13.1. Amendments. This Ordinance shall constitute a contract with the Owners, be binding on the Town, and { shall not be amended or repealed by the Town so long as any Bond remains outstanding except as permitted in this Section. The Town may, without consent of or notice to any Owners, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Town may, with the written consent of the Owners of the Bonds holding a majority in aggregate principal amount of the Bonds then outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Owners of outstanding Bonds, no such amendment, addition, or rescission shall (i) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (ii) give any preference to any Bond over any other Bond, or(iii)reduce the aggregate principal amount of Bonds required to be held by Owners for consent to any such amendment, addition, or rescission. ARTICLE XIV MISCELLANEOUS Section 14.1. Changes to Ordinance. The Mayor, Town Manager and Director of Finance, in consultation with Bond Counsel, are each hereby authorized to make changes to the terms of this Ordinance if necessary or desirable to carry out the purposes hereof or in connection with the approval of the issuance of the Bonds by the Attorney General of Texas. 28 #6205721.3 Section 14.2. Partial Invalidity. If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of the Ordinance. Section 14.3. No Personal Liability. No recourse shall be had for payment of the principal of or interest on any Bonds or for any claim based thereon, or on this Ordinance, against any official or employee of the Town or any person executing any Bonds. ARTICLE XV EFFECTIVE IMMEDIATELY Section 15.1. Effective Immediately. This Ordinance shall become effective immediately upon its adoption at this meeting pursuant to Section 1201.028, Texas Government Code. 29 #6205721.3 PASSED AND APPROVED this 1 lth day of August, 2020. Mayor Town of Trophy Club, Texas ATTEST: o cretary Town of Trophy Club, Texas APPROVED AS TO FORM: To ey To of Trophy Club, Texas Bond Counsel Town of Trophy Club, Texas Signature Page to Ordinance Authorizing Issuance of General Obligation Refunding Bonds Series 2020 #6205721.3 SCHEDULEI SCHEDULE OF REFUNDED BONDS General Obligation Bonds, Series 2010 Original Original Amount Dated Date Maturity Date Interest Rates Refunded 5/15/2010 9/l/2021 4.000% 250,000 9/l/2022 4.000 260,000 9/l/2023 4.000 275,000 9/l/2024 4.000 285,000 9/l/2025 4.000 300,000 9/1/2026 4.000 310,000 9/l/2027 4.000 325,000 9/1/2028 4.000 340,000 9/l/2029 4.125 355,000 9/l/2030 4.125 370,000 3 070 000 The 2021-2030 maturities will be redeemed prior to original maturity on September 16,2020 at par. General Obligation Refunding Bonds, Series 2010 Original Original Amount Dated Date Maturity Date Interest Rates Refunded 10/1/2010 9/l/2021 4.000% 200,000 9/1/2022 4.000 210,000 410 000 The 2021-2022 maturities will be redeemed prior to original maturity on September 16,2020 at par. Schedule I-1 #6205721.3 SAMCO Capital FINAL CLOSING MEMORANDUM $3,550,000 TOWN OF TROPHY CLUB,TEXAS(THE"TOWN") GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020(THE"BONDS") Date: September 8,2020 To: Attached Distribution List From: Mark McLiney SAMCO Capital Markets,Inc. (210)832-9760 1. The closing time and date for the above referenced issue(the"Bonds")is Tuesday,September 15,2020 at 10:00 A.M.,Central Time. A final debt service schedule is attached as Exhibit"A". 2. JPMorgan Chase Bank, NA,Austin,Texas(the"Purchaser"and "Paying Agent/Registrar")will purchase the Bonds for$3,550,000.00. There will be no accrued interest. 3. JPMorgan Chase Bank,NA,also serving as the Paying Agent/Registrar,shall transfer$3,485,837.76 representing the Refunding Deposit, to The Bank of New York Mellon,("BNYM"or the"Paying Agent/Registrar for the Refunded Obligations"),ABA#021000018,Account #4284958400, Account Name:DALLAS AGENCY BOND PROCEEDS COI 10,Ref:Town of Trophy Club,Texas,Attn: Elizabeth Bernard- Polk(214)468-5053. 4. The Paying Agent/Registrar shall wire$600.00 representing the redemption fee to BNYM,ABA#021000018,Account Name-Dallas Agency Bond Proceeds COI 9,Account#:4284958400,Ref:Town of Trophy Club,Texas,Attn:Elizabeth Bernard-Polk(214)468-5053. 5. The Paying Agent/Registrar shall wire Bond proceeds for the Town of$6,825.99 as follows: a) State Street Bank and Trust Company,Boston,MA,(Contact Phone 866-839-7665) Amount(2000)=$6,425.99 ABA(3400)=#011000 028 BNF(4200)=Attn:TexPool#67573774 RFB(4320)=Location ID#77368 Participant Name=Town of Trophy Club For further allocation by TexPool as follows: Debt Service Fund(OBI#449-610800003) $ 6,425.99 Deposit Represents the Following: Excess Cost of Issuance 2,875.99 Attorney General Fee Reimbursement 3,550.00 6. The Paying Agent/Registrar shall wire$8,500.00,to Bracewell LLP(the"Bond Counsel"),representing the Bond Counsel fee and other expenses to Bank of America, Dallas, Texas, Account Name: Bracewell LLP, Account # 001390004197, ABA Routing (wire only) #026009593,Swift Code:BOFALIS3N,Reference Trophy Club GORB. 7. The Paying Agent/Registrar shall wire $3,500.00 to Naman Howell Smith & Lee, PLLC ("Purchaser's Counsel"), representing the Purchaser's Counsel fee and other expenses to Extraco Banks,ABA Routing:111900581,Bank Account:0623010286,Reference:29708- 0157. 8. The Paying Agent/Registrar shall wire$45,136.25 to SAMCO Capital Markets,Inc.for certain fees and expenses associated with the legal authorization and issuance of the Bonds,to Wells Fargo Bank,N.A.,San Francisco,Account Name:SAMCO Capital Markets,Inc., Account#2000019286402,ABA Routing#121000248, Issue Name:Trophy Club,Texas, F/C: San Antonio Public Finance II#518.04 Attn: Georgia A.Bosworth(512)344-7463. 9. The Reconciliation of Receipts and Disbursements is as follows: Receipts: Par Amount of the Bonds S 3,550,000.00 Total Receipts S 3,550,000.00 Disbursements: Escrow Fund Deposit from the Paying Agent/Registrar $3,485,837.76 Bond Counsel Fees&Expenses 8,500.00 Purchaser's Counsel Fee 3,500.00 Redemption Fee 600.00 AG reimbursement to the Town($3,550.00)and excess cost of issuance 6,425.99 Financial Advisor Fees&Expenses 45,136.25 Total Disbursements S 3,550,000.00 SAMCO Capital Exhibit A BOND DEBT SERVICE Trophy Club,Town of GO Refunding Bonds,Series 2020 Final Bid JPMorgan Chase Dated Date 09/15/2020 Delivery Date 09/15/2020 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 03/01/2021 18,988.56 18,988.56 09/01/2021 1,065,000 1.160% 20,590.00 1,085,590.00 09/30/2021 1,104,578.56 03/01/2022 14,413.00 14,413.00 09/01/2022 450,000 1.160% 14,413.00 464,413.00 09/30/2022 478,826.00 03/01/2023 11,803.00 11,803.00 09/01/2023 240,000 1.160% 11,803.00 251,803.00 09/30/2023 263,606.00 03/01/2024 10,411.00 10,411.00 09/01/2024 245,000 1.160% 10,411.00 255,411.00 09/30/2024 265,822.00 03/01/2025 8,990.00 8,990.00 09/01/2025 250,000 1.160% 8,990.00 258,990.00 09/30/2025 267,980.00 03/01/2026 7,540.00 7,540.00 09/01/2026 250,000 1.160% 7,540.00 257,540.00 09/30/2026 265,080.00 03/01/2027 6,090.00 6,090.00 09/01/2027 255,000 1.160% 6,090.00 261,090.00 09/30/2027 267,180.00 03/01/2028 4,611.00 4,611.00 09/01/2028 260,000 1.160% 4,611.00 264,611.00 09/30/2028 269,222.00 03/01/2029 3,103.00 3,103.00 09/01/2029 265,000 1.160% 3,103.00 268,103.00 09/30/2029 271,206.00 03/01/2030 1,566.00 1,566.00 09/01/2030 270,000 1.160% 1,566.00 271,566.00 09/30/2030 273,132.00 3,550,000 176,632.56 3,726,632.56 3,726,632.56 Aug 11,2020 10:36 am Prepared by MMM (Finance 8.500 Trophy Club,Town of:TCLUB-2020PP,2020PP) Page 1 r.. SAMCO Capital Mr. Mike Erwin Finance Director Town of Trophy Club 1 Trophy Wood Drive Trophy Club,Texas 76262-9700 STATEMENT For Financial Advisor services rendered and expenses incurred in connection with the legal authorization and issuance of $3,550,000 Town.of Trophy Club General Obligation Refunding Bonds,Series 2020 $ 45,136.25 TOWN OF TROPHY CLUB,TEXAS GENERAL OBLIGATION REFUNDING BONDS,SERIES 2020 DISTRIBUTION LIST September 7,2020 ISSUER PURCHASER/PAYING AGENT Mr. Steve Norwood Mr. Ross Thomas Town Manager JPMorgan Chase Bank,NA Town of Trophy Club 8111 Preston Road, 2nd Floor 1 Trophy Wood Drive Dallas, Texas 75225 Trophy Club,TX 76262 817-856-3010 682-237-2901 ross.thomas(aa)inmoraan.com sno►wood(a)trovh vclub.ora Ms. Sheila Strickland Mr. Mike Erwin Closing Coordinator Finance Manager 312-732-2982 682-831-237-2912 Sheila.shickland(fthase.com merwin(a)troph vclub.ora Ms. Keri Thomas Ms. Leticia Vacek 614-217-2483 Town Secretary keri_i.thomasQ>chase.com 682-237-2903 lvacek(o)hophvclub.ora Ms. SueAnn Fancelli 614-217-3937 sueann.fanceNVi chase.com FINANCIAL ADVISOR Ms. Kristy Mathys Mr. Mark McLiney 614-213-4579 SAMCO Capital Markets,Inc. krfstv.L math vs(a-)chase.com 1020 NE Loop 410, Suite 640 San Antonio,Texas 78209 210-832-9760 mmclinevlftamcocapital.com PURCHASER'S COUNSEL Mr.Andrew Claris Ms. Peggy Kilborn Naman Howell Smith&Lee,PLLC SAMCO Capital Markets,Inc. 8310 N. Capital of Texas Hwy. 1700 Pacific Ave., Suite 2000 Suite 490 Dallas,Texas 75201 Austin,Texas 78731 214-765-1440 254-755-4204 pkilb_ mOin samcocaatal.com aclark(Mnamanhowell.com BOND COUNSEL PAYING AGENT/REGISTRAR/ Ms.Julie Partain FOR REFUNDED BONDS Bracewell&Giuliani LLP Elizabeth Bernard-Polk 1445 Ross Avenue, Suite 3800 Associate Client Service Manager Dallas,TX 75202-2724 BNY Mellon Corporate Trust 214-758-1606 2001 Bryan Street, 10th Floor 800-404-3970 Fax Dallas, TX 75201 Julie.Partain(cr7 allp.com 214-468-5053 El�beth.Bemard-Polk(a)BN YMellon,com Shana Hight Shana.Hiaht0ballp.com Todd Greenwalt Todd.Greenwalt0b0p.com