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ORD 2010-09Ord. 2010-09 (File 10 2010-255) TOWN OF TROPHY CLUB BOND ORDINANCE NO. ORD. 2010-09 (File 102010-255) Adopted: April 26, 2010 $5,000,000 TOWN OF TROPHY CLUB, TEXAS GENERAL OBLIGATION BONDS SERIES 2010 Dated: May 15,2010 TABLE OF CONTENTS Page Parties ............................................................................................................................................... 1 ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.01. Definitions ............................................................................................................... 2 Section 1.02. Findings ................................................................................................................... 3 Section 1.03. Table of Contents, Titles and Headings ................................................................... 3 Section 1.04. Interpretatiol1. ........................................................................................................... 3 ARTICLE II SECURITY FOR THE BONDS; INTEREST AND SINKING FUND Section 2.01. Tax Levy ................................................................................................................. .4 ARTICLE 1lI AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.01. Authorization ........................................................................................................... 5 Section 3.02. Date, Denomination, Maturities and Interest.. ......................................................... 5 Section 3.03. Medium, Method and Place ofPayment... ............................................................... 6 Section 3.04. Execution and Registration of Bonds ...................................................................... 7 Section 3.05. Ownership ................................................................................................................ 7 Section 3.06. Registration, Transfer and Exchange ....................................................................... 8 Section 3.07. Cancellation ............................................................................................................. 9 Section 3.08. Temporary Bonds .................................................................................................... 9 Section 3.09. Replacement Bonds ................................................................................................. 9 Section 3.10. Book Entry Only System ....................................................................................... 10 Section 3.11. Successor Securities Depository; Transfer Outside Book Entry Only System ..... 11 Section 3.12. Payments to Cede & Co ......................................................................................... 11 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4.01. Limitation on Redemption ..................................................................................... 12 Section 4.02. Optional Redemption ............................................................................................. 12 Section 4.03. Partial Redemption ................................................................................................ 12 Section 4.04. Notice of Redemption to Owners .......................................................................... 13 Section 4.05. Payment Upon Redemption ................................................................................... 14 Ord.2010-09 (File 10 2010-255) (i) Section 4.06. Effect of Redemption ............................................................................................. 14 Section 4.07. Lapse ofPayment. .................................................................................................. 15 ARTICLE V PAYING AGENTIREGISTRAR Section 5.01. Appointment ofInitial Paying AgentiRegistrar ..................................................... 15 Section 5.02. Qualifications ......................................................................................................... 15 Section 5.03. Maintaining Paying Agent/Registrar ..................................................................... 15 Section 5.04. Termination ............................................................................................................ 15 Section 5.05. Notice of Change to Owners .................................................................................. 15 Section 5.06. Agreement to Perform Duties and Functions ........................................................ 16 Section 5.07. Delivery of Records to Successor. ......................................................................... 16 ARTICLE VI FORM OF THE BONDS Section 6.01. Form GeneraJJy ...................................................................................................... 16 Section 6.02. Form of the Bonds ................................................................................................. 16 Section 6.03. CUSIP Registration ................................................................................................ 22 Section 6.04. Legal Opinion ........................................................................................................ 23 Section 6.05. Statement of Insurance ........................................................................................... 23 ARTICLE VII SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS Section 7.01. Creation of Funds ................................................................................................... 23 Section 7.02. Interest and Sinking Fund ...................................................................................... 23 Section 7.03. Sale of Bonds, Official Statement... ....................................................................... 23 Section 7.04. Control and Delivery of Bonds .............................................................................. 24 Section 7.05. Deposit of Proceeds ............................................................................................... 25 ARTICLE VIII INVESTMENTS Section 8.01. Investments ............................................................................................................ 25 Section 8.02. Investment Income ................................................................................................. 25 ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.0 I. Payment of the Bonds ............................................................................................ 25 ( ii) Ord. 2010-09 (File 10 2010-255) Section 9.02. Other Representations and Covenants ................................................................... 26 Section 9.03. Provisions Concerning Federal Income Tax Exclusion ......................................... 26 Section 9.04. No Private Use or Payment and No Private Loan Financing ................................ 26 Section 9.05. No Federal Guaranty .............................................................................................. 27 Section 9.06. Bonds are not Hedge Bonds ................................................................................... 27 Section 9.07. No Arbitrage Covenant. ......................................................................................... 27 Section 9.08. Arbitrage Rebate .................................................................................................... 27 Section 9.09. Infornlation Reporting ........................................................................................... 28 Section 9.10. Continuing Obligation ........................................................................................... 28 ARTICLE X DEFAULT AND REMEDIES Section 10.01. Events of Default. .................................................................................................. 28 Section 10.02. Remedies for Default ............................................................................................. 29 Section 10.03. Remedies Not Exclusive ........................................................................................ 29 ARTICLE XI DISCHARGE Section 11.01. Discharge ............................................................................................................... 29 ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Section 12.01. Annual Reports ...................................................... E rror! Bookmark not dermed. Section 12.02. Material Event Notices .......................................... Error! Bookmark not defined. Section 12.03. Limitations. Disclaimers and Amendments ........... Error! Bookmark not defined. Signatures ....................................................................................................................................... 32 Exhibit A -Descliption of Annual Disclosure of Financial Information .................................. A-I Ord. 2010-09 (File 102010-255) (i ii) AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF TOWN OF TROPHY CLUB, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2010, IN THE AGGREGATE PRINCIPAL AMOUNT OF $5,000,000; A WARDING THE SALE OF SAlD BONDS; LEVYING A TAX IN PAYMENT THEREOF; PRESCRIBING THE FORM OF SAlD BONDS; APPROVING THE OFFICIAL STATEMENT; AND ENACTING OTHER PROVISIONS RELATING THERETO WHEREAS, the bonds hereinafter authorized were duly and favorably voted, as required by the Constitution and laws of the State of Texas, at an election held in the Town of Trophy Club, Texas (the "Town"), on November 3, 2009; and WHEREAS, the following table lists certain of the purposes and the amounts of general obligation bonds which authorized at the respective elections, the amounts previously issued for said purposes pursuant to the voted authorizations the amounts therefrom being issued pursuant to this Ordinance, and the respective balances that remain unissued for the indicated purposes after the issuance of the bonds herein authorized, to wit: Purpose ')009 Election Park and Recreation Improvements Total Amount Voted $5,000,000 $5.000.000 Amount Previously Issued $-0- Amount Being Issued $5,000,000 $5,000.000 Unissued Balance $-0- WHEREAS, the Town Council intends to issue general obligation bonds to finance improvements which the Town Council determines to be necessary within the Town; and WHEREAS, the Town Council considers it in the best interest of the Town at this time authorize by this Ordinance the issuance and delivery of the amounts this reflects, all in a single issue or all in accordance with and pursuant to the authority granted in Tex. Const. art. XI, Sec. 5 and Chapter 1331 Texas Govenunent Code, as amended and Section 9.14 of the Charter of the Town; and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; Ord. 2010-09 (File 10 2010-255) THEREFORE, BE IT ORDAINED BY TI-JE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.01. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Ordinance, the following tenns shall have the meanings specified below: "Bond" means any ofthe Bonds. "Bond Date" means the date designated as the date of the Bonds by Section 3.02(a) of this Ordinance. "Bonds" means the Town's bonds authorized to be issued by Section 3.01 of this Ordinance and designated as "Town of Trophy Club Texas, General Obligation Bonds, Series 2010." "Business Day" means any day other than a Saturday, Sunday or legal holiday or other day on which banking institutions in the State of Texas are generally authorized or obligated by law or executive order to close. "Closing Date" means the date of the initial delivery of and payment for the Bonds. "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and court decisions. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar named herein, its office in Dallas, Texas, or at such other location designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying AgentlRegistrar, the office of such successor designated and located as may be agreed upon by the Town and such successor. "DTC" shall mean The Depository Trust Company of New York, New York, or any successor securities depository. "DTC Participant" shall mean brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. "EMMA" shall mean the Electronic Municipal Market Access System" "Event of Default" means any event of default as defined in Section 10.01 of this Ordinance. Ord. 2010-09 (File 10 2010-255) -2- "Initial Bond" means the Initial Bond authorized by Section 3.04 of this Ordinance. "Interest and Sinking Fund" means the interest and sinking fund established by Section 2.02 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 I, commencing March 1,2011. "Letter of Representations" means the Blanket Letter of Representations between the Town and DTC. "MSRB" means the Municipal Securities Rulemaking Board. "Owner" means the person who is the registered owner of a Bond or Bonds, as shown in the Register. "Paying Agent/Registrar" means initially The Bank of New York Mellon Trust Company, N. A., Dallas, Texas, or any successor thereto as provided in this Ordinance. "Record Date" means the last Business Day of the month next preceding an Interest Payment Date. "Register" means the bond register specified in Section 3.06(a) of this Ordinance. "Rule" means SEC Rule 15c2 12, as amended fTom time to time. "SEC" means the United States Securities and Exchange Commission. "Special Record Date" means the Special Record Date prescribed by Section 3.03(b). Section 1.02. 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 1.03. 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 tem1S 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 1.04. 1ntemretation. (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 - Ord. 2010-09 (File ID 2010-255) words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) Any action required to be taken on a date which is not a Business Day shall be done on the next succeeding Business Day and have the same effect as if done on the date so required. (c) This Ordinance and all the terms and provIsIons hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of this Ordinance. ARTICLE II SECURITY FOR TI-IE BONDS; INTEREST AND SINKING FUND Section 2.01. 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 limits 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 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 anlOunts 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 tile principal of and interest on the Bonds when and as due and payable in accordance with their temlS 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 pemlit, 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 -4- Ord.2010-09 (File ID 2010-255) Bonds that have been duly called for redemption and for which money has been deposited with the Paying Agent/Registrar for such redemption. ARTICLE III AUTHORlZA TION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.01. AuthOJ;zation. The Town's bonds to be designated "Town of Trophy Club, Texas, General Obligation Bonds, Selies 2010," are hereby authorized to be issued and delivered in accordance with Tex. Const. art. XI, Sec. 5 and Chapter 1331, Texas Government Code, as amended, Section 9.14 of the Charter of the Town, and an election held within the Town on November 3, 2009. The Bonds shall be issued in the aggregate principal amount of $5,000,000, for the purpose of providing funds to pay the costs of issuing the Bonds and to make the following permanent public improvements to wit: (i) acquiring, developing, renovating and improving parks and open spaces for park and recreation purposes in and for the Town, incl uding the acquisition of land therefore, and (ii) paying the costs of issuance of the Bonds. Section 3.02. Date, Denomination. Maturities and Interest. (a) The Bonds shall be dated May 15, 2010. The Bonds shaIl be in fully registered form, without coupons, in the denomination of $5,000 or any integral multiple thereot: and shall be numbered separately from one upward or such other designation acceptable to the Town and the Paying Agent/Registrar, except the Initial Bond, which shall be numbered T 1. (b) The Bonds shall mature on September 1 in the years and in the principal an10unts set forth in the following schedule: Years PrinciQal Amount Interest Rates Years PrinciQal Amount Interest Rates 2011 $105,000 2021 250,000 2012 170,000 2022 260,000 2013 175,000 2023 275,000 2014 185,000 2024 285,000 2015 195,000 2025 300,000 2016 200,000 2026 210,000 2017 210,000 2027 325,000 2018 220,000 2028 340,000 2019 230,000 2029 350,000 2020 240,000 2030 370,000 (c) Interest shall accrue and be paid on each Bond respectively until its maturity or prior redemption, from the later of the Bond 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 Ord.2010-09 (File 10 2010-255) - 5 - specified in the schedule contained in subsection (b) above. Such interest shall be payable semiannually commencing on March 1, 20011, and on each March 1 and September 1 thereafter until the earlier of maturity or prior redemption. Interest on the Bonds shall be calculated on the basis of a 360 day year composed of 12 months anD days each. Section 3.03. Medium. Method and Place of Payment. (a) The principal of, premium, if any, and interest on the Bonds shall be paid in lawful money ofthe United States of America. (b) Interest on the Bonds shall be payable to the Owners as shown in the Register at the close of business on the Record Date; provided, however, 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") shalI 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 Register 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 and mailed on 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 banlc 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 AgentlRegistrar. (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 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 of amounts due hereunder shall be segregated in a special account and held in tmst, uninvested by the Paying AgentlRegistrar, for the account of the Owner of the Bonds to which such unclaimed payments pertain. Subject to Title 6 of tl1e Texas Property Code, any unclaimed payments remaining unclaimed by the Owners entitled thereto for Ord. 2010-09 (File ID 2010-255) -6- three years after the applicable payment or redemption date shall be applied to the next payment or payments on the Bonds thereafter coming due and, to the extent any such money remains after the retirement of all outstanding Bonds, shall be paid to the Town to be used for any lawful purpose. Thereafter, neither the Town, the Paying AgentlRegistrar nor any other person shall be liable or responsible to any holders of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds, subject to Title 6 of the Texas Property Code. Section 3.04. Execution and Registration of Bonds. (a) The Bonds, including the Initial Bond, 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 said 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 AgentlRegistrar 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 tlle Paying Agent/Registrar sign the Certificate of Paying AgentlRegistrar on all of ilie 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 foml 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 Attomey General of the State of Texas and that it is a valid and binding obligation of tlle 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 tlle entire principal amount of all Bonds, payable in stated installments to tlle initial purchaser, or its designee, signed by the Mayor and Town Secretary of the Town, approved by ilie Attomey General, and registered and manually signed by the Comptroller of Public Accounts, will be delivered to the initial purchaser or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser one registered definitive Bond for each year of maturity of the Bonds in the aggregate principal amount of all Bonds for such maturity, registered in the name of Cede & Co., as nominee of DTC. Section 3.05. Ownership. -7 - Ord. 2010-09 (File 102010-255) (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 of the principal thereof and redemption premium, if any, thereon, for the further purpose of making and receiving payment of the interest thereon, and for all other purposes (except interest will be paid to the person in whose name such bond is registered on the Record Date or Special Record Date, as applicable), 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 3.06. 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 (the "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 with such endorsement or other evidence of transfer as is acceptable to the Paying AgentlRegistrar. No transfer of any Bond shall be effective until entered in the Register. (c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office for a Bond or Bonds of the same maturity and interest rate and in any denomination or denominations of any integral multiple of $5,000 and in an aggregate principal amount equal to the unpaid principal amount of the Bonds presented for exchange. The Paying AgentlRegistrar 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 AgentlRegistrar 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 a 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. (1) 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, within 45 calendar days prior to the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond. - 8 - Ord. 2010-09 (File 10 2010-255) Section 3.07. 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 AgentlRegistrar shall dispose of cancelled Bonds in accordance with the Securities Exchange Act of 1934. Section 3.08. Temporary Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, the proper officers of the Town may execute and, upon the Town's request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Town executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (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 AgenURegistrar tile Bonds in definitive form; thereupon, upon the presentation and surrender of tile Bonds in temporary fonn to the Paying AgenURegistrar, the Paying Agent/Registrar shall cancel tile 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 3.09. Replacement Bonds. (a) Upon the presentation and surrender to the Paying AgenURegistrar 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 AgenURegistrar may require the Owner of such Bond to pay a sum sulTicient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewitll. (b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner first: - 9 - Ord. 2010-09 (File 10 2010-255) (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destrnction or theft of such Bond; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar, and acceptable to the Town, to save it and the Town harmless; (iii) pays all expenses and charges in cOl1l1ection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying AgentlRegistrar 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 AgentlRegistrar. (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 TaWIl 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 TaWIl or the Paying Agent/Registrar in cOl1l1ection therewith. Cd) 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 AgentlRegistrar, 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 TaWIl and shall be entitled to tlle benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.10. Book Entry Only System. (a) The definitive Bonds shall be initially issued in the form of a separate typewritten fully registered Bond for each of the maturities thereof Upon initial issuance, the ownership of such Bonds shall be registered in the name of Cede & Co., as nominee of DTC, and except as provided in Section 3.11 hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee ofDTC. (b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the TaWIl and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in tlle Bonds. Without limiting the immediately preceding sentence, the TaWIl and the Paying AgentlRegistrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a -10- Ord. 2010-09 (File 10 2010-255) Bondholder, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Town and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on the Bonds, for the purpose of all matters witlJ respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying AgentlRegistrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the Register as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Town's obligations with respect to payment of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the Town to make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (c) The Letter of Representations previously executed and delivered by the Town, and applicable to the Town's obligations delivered in book-entry only fonn to DTC as securities depository is hereby ratified and approved for the Bonds. Section 3.11. Successor Securities Depository: Transfer Outside Book Entry Only System. In the event that the Town or the Paying AgentlRegistrar detennines that DTC is incapable of discharging its responsibilities described herein and in the Letter of Representations, and that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, or in the event DTC discontinues the services described herein, the Town or the Paying Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under Section 17( a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee ofDTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or nanJes Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. Section 3.12. Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds, shall be made and given. respectively, in the manner provided in the Letter of Representations. Ord. 2010-09 (File 10 2010-255) -11 - ARTICLE IV REDEMPTION OF BONDS BEFORE MATURlTY Section 4.01. Limitation on Redemption. The Bonds shall be subject to redemption before scheduled maturity only as provided in this Article IV. Section 4.02. Optional Redemption. (a) The Town reserves the option to redeem Bonds maturing on and after September I, 2021 in whole or any part, in principal amounts of $5,000 or any integral multiple thereof before their respective scheduled maturity dates, on September I, 2020, or on any date thereafter, such redemption date or dates to be fixed by the Town, at a price equal to the principal amount of the Bonds called for redemption plus accrued interest to the date fixed for redemption. (b) If less than all of the Bonds are to be redeemed pursuant to an optional redemption, the Town shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying AgentlRegistrar to call by lot the Bonds, or portions thereof, within such maturity or maturities and in such principal amounts for redemption. (c) The Town, at least 45 days before the redemption date, unless a shorter period shall be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such redemption date and of the principal amount of Bonds to be redeemed. Section 4.03. Mandatory Sinking Fund Redemption. (a) The Bonds maturing on September I in the years 20_ and 20_ (the "Tern1 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 in the following schedule: Ord. 2010-09 (File [0 2010-255) Term Bonds Maturing September I, 70 Redemption Date 09/1/20 09/1/20 08/1/20 (Maturity) Principal Amount $ $ Term Bonds Maturing September I, 20 Redemption Date 09/1/20 09/1/20_ (Maturity) -12 - Principal Amount $ $ (b) At least forty-five (45) days prior to each scheduled mandatory redemption date, the Paying AgentlRegistrar 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 Tern1 Bonds to be redeemed, shall call such Tern1 Bonds for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption, as provided in Section 4.05. (c) The principal amount of the Term Bonds required to be redeemed on any redemption date pursuant to subparagraph (a) of this Section 4.03 shall be reduced, at the option of the Town, by the principal amount of any Tern1 Bonds which, at least 45 days prior to the mandatory sinking fund redemption date 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. Section 4.04. Partial Redemption. (a) A portion of a single Bond of a denomination greater than $5,000 may be redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof. If such a Bond is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion ofthe 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 3.06 of this Ordinance, shall authenticate and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. (c) The Paying Agent/Registrar shall promptly notify the Town in writing of the principal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed. Section 4.05. Notice of Redemption to Owners. (a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the address shown on the Register at the close of business on the business day next preceding the date of mailing such notice. (b) The notice shall state the redemption date, ilie 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. -13 - Ord.2010-09 (File 10 2010-255) Section 4.06. Payment Upon Redemption. (a) Before or on each redemption date, the Town shall deposit with the Paying AgentlRegistrar money sufficient to pay all amounts due on the redemption date and the Paying AgentlRegistrar 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 AgentlRegistrar from the Town and shall use such funds solely for the purpose of paying the principal of, redemption premium, if any, and accrued interest on the Bonds being redeemed. (b) Upon presentation and surrender of any Bond called for redemption at the Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying AgentlRegistrar 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 4.07. Effect of Redemption. (a) Notice of redemption having been given as provided in Section 4.05 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 malce 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 malce provision for payment of all sums due on a redemption date, then any Bond or portion thereof called for redemption shall continue to bear interest at the rate stated on the Bond until due provision is made for the payment of same by the Town. Section 4.08. Conditional Notice of Redemption. (a) The Town reserves the right, in the case of an optional redemption pursuant to Section 4.02 herein, to give notice of its election or direction to redeem Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption date, or (ii) that the Town retains the right to rescind such notice at any time on or prior to the scheduled redemption date ifthe Town delivers a certificate of the Town to the Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owners. Any Bonds subject to conditional redemption and such redemption has been rescinded shall remain Outstanding and the rescission of such redemption shall not constitute an Event of Default. Further, in the case of a conditional redemption, the failure of the Town to make moneys and or authorized securities available in part or in whole on or before the redemption date shall not constitute an Event of Default. Ord. 2010-09 (File 10 2010-255) -14 - Section 4.09. Lapse of Payment. Money set aside for the redemption of Bonds and remaining unclaimed by the Owners of such Bonds shall be subject to the provisions of Section 3.03(f) hereof. ARTICLE V PA YING AGENT/REGISTRAR Section 5.01. Appointment ofInitial Paying AgentlRegistrar. The Bank of New York Mellon Trust Company, N. A. is hereby appointed as the initial Paying Agent/Registrar for the Bonds. Section 5.02. 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 5.03. Maintaining Paying Agent/Registrar. (a) At all times while any Bonds are outstanding, the Town will maintain a Paying AgentlRegistrar that is qualified under Section 5.02 of this Ordinance. The Mayor is hereby authorized and directed to execute, and the Town Secretary to attest, an agreement (the "Paying Agent/Registrar Agreement"), in the form presented at this meeting, with the Paying Agent/Registrar specifying the duties and responsibilities of the Town and the Paying Agent/Registrar. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the Town will promptly appoint a replacement. Section 5.04. Termination. The Town, upon not less than 60 days notice, reserves the light to tenllinate the appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated written notice of such termination. Section 5.05. 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 efTective date of the change and the name and mailing address of the replacement Paying Agent/Registrar. Ord.2010-09 (File ID 2010-255) -15 - Section 5.06. 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 5.07. Delivery of Records to Successor. If a Paying AgentlRegistrar is replaced, such Paying AgentlRegistrar, 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 6.01. Foml 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 tlle Bonds, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, and oilier 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 marmer, 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 6.02. Form of the Bonds. The foml of the Bonds, including the [oml 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 foml of Assignment appearing on the Bonds, shall be substantially as follows: -16 - Ord. 2010-09 (File 10 2010-255) (a) Fonn of Bond REGISTERED No. ___ _ United States of America State of Texas Counties of Denton and Tan·ant TOWN OF TROPHY CLUB, TEXAS GENERAL OBLIGATION BOND SERIES 2010 INTEREST RATE: MATURITY DATE: BOND DATE: % May 15,2010 REGISTERED $_--- CUSIP NUMBER: The Town of Trophy Club, Texas (the "Town"), in the Counties of Denton and Tarrant, State of Texas, for value received, hereby promises to pay to or registered assigns, on the Maturity Date specified above, the sum of ________ DOLLARS 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 Bond 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 360 day year of twelve 30 day months, such interest to be paid semiannually on March 1 and September I of each year, commencing March J, 2010. 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 designated office in Dallas, Texas of The Bank of New York Mellon Trust Company, N. A., as Paying Agent/Registrar (the "Designated Payment/Transfer Office"), or, with respect to a successor paying agent/registrar, at the Designated Payment/Transfer Office of such successor. 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. For the purpose of the payment of interest on this Bond, the registered owner shall be the person in whose nanle 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 - J 7 - Ord. 2010-09 (File ID 2010-255) date; provided, however, that in the event of nonpayment of interest on a scheduled 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 AgentlRegistrar, 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 date 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 registered 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 of 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 Designated Payment/Transfer Office 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 one of a series of fully registered bonds specified in the title hereof issued in the aggregate principal amount of $5,000,000 (herein referred to as the "Bonds"), issued pursuant to a certain ordinance of the Town (the "Ordinance") for the purpose of providing funds to make certain permanent public improvements witllin the Town, and to pay the costs of issuing the Bonds. The Town has reserved the option to redeem tlle Bonds maturing on or after September I, 2021 in whole or in part before their respective scheduled maturity dates, on September 1, 2020 or on any date tllereafter, at a price equal to the principal amount of the Bonds so called for redemption plus accrued interest to the date fixed for redemption. If less than all of ilie Bonds are to be redeemed, the Town shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof, within such maturity and in such principal amounts, for redemption. The Bonds maturing on September 1 in the years 20_ and 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 iliereof, 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 in ilie following schedule: Ord. 2010-09 (File 10 2010-255) Term Bonds Maturing September 1. 20 Redemption Date 09/1/20 09/1/20 09/1/20 (Maturity) -18 - Principal Amount $ $ Term Bonds Maturing September I. 20 Redemption Date 09/1/20_ 0911 /20_ (Maturity) Principal Amount $ $ The Paying AgentlRegistrar will select by lot the specific Tern1 Bonds (or with respect to Term Bonds having a denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by mandatory redemption. The principal amount of Term Bonds required to be redeemed on any redemption date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be reduced, at the option of the Town, by the principal an10unt of any Term Bonds which, at least 45 days prior to the mandatory sinking fund redemption date shall have been acquired by the Town at a price not exceeding the principal amount of such Tenn Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation The Town reserves the right to give notice of its election or direction to redeem Bonds conditioned upon the OCCUlTence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption date, or (ii) that the Town retains the right to rescind such notice at any time on or prior to the scheduled redemption date if the Town delivers a certificate of the Town to the Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owners. Any Bonds subject to conditional redemption and such redemption has been rescinded shall remain outstanding and the rescission of such redemption shall not constitute an event of delimIt. Further, in the case of a conditional redemption, the failure of the Town to make moneys and or authorized securities available in part or in whole on or before the redemption date shall not constitute an event of default. Not less than thirty (30) days prior to a redemption date for the Bonds, the Town shall cause a notice of redemption to be sent by United States mail, first class, postage prepaid, to the Owners of the Bonds to be redeemed at the address of the Owner appearing on the registration books of the Paying Agent/Registrar at the close of business on the Business Day next preceding the date of mailing such notice. Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of each of the Bonds to be redeemed in whole or in part. Notice having been so given, the Bonds or portions thereof designated for redemption shall become due and payable on the redemption date specified in such notice; from and after such date, notwithstanding that any of the Bonds or -19 - Ord. 2010-09 (File 102010-255) portions thereof so called for redemption shall not have been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue. As provided in the Ordinance, and subject to certain limitations therein set forth, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Ortice with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar; thereupon, one or more new fully registered Bonds of the same stated maturity, of authorized denominations, bearing the same rate of interest, and for the san1e aggregate principal amount will be issued to the designated transferee or transferees. Neither the Town nor the Paying AgentlRegistrar shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. The Town, the Paying AgentlRegistrar, 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 or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the Town nor the Paying AgentlRegistrar 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 perfom1ed and have happened in regular and due time, fonn and manner, as required by law; 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, and that the total indebtedness of the Town, including the Bonds, does not exceed any statutory or Constitutional limitation. IN WITNESS WHEREOF, the Town has caused this Bond to be executed in its name 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, Mayor, Town of Trophy Club, Texas Town of Trophy Club, Texas [SEAL] -20- Ord. 2010-09 (File 102010-255) (b) Fonn 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 OF THE STATE OF TEXAS § § § REGISTER NO. ____ _ I hereby certify that there is on tile 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 confonnity with the Constitution and laws of the State of Texas, and that it is a valid and binding obligation of the Town ofIrving, Texas, and that this Bond has this day been registered by me. Witness my hand and seal of office at Austin, Texas, ______ _ [SEAL] Comptroller of Public Accounts of the State of Texas (c) Form of Certificate of Paying Agent/Registrar. The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond if the executed Comptroller's Registration Certificate appears thereon. CERTIFICATE OF PA YING 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. Dated: _________ _ -21 - Ord. 2010-09 (File 10 2010-255) THE BANK OF NEW YORK MELLON TRUST COMPANY, N. A., Dallas, Texas, as Paying Agent/Registrar Authorized Signatory (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. Date: _________ _ Signature Guaranteed By: Authorized Signatory NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. (e) The Initial Bond shall be in the form set forth in paragraphs (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" and CUSIP NUMBER" shall be deleted; (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 15 in each orthe years, in the principal installments and bearing interest at the per annum rates in accordance with the following schedule: Principal Installments (Information to be inserted from schedule in Section 3.02 of this Ordinance) (iii) the Initial Bond shall be numbered T-1. Section 6.03. CUSIP Registration. Interest Rate The Town may secure identification numbers through the CUSIP Service Bureau Division of Standard & Poor's Corporation, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as -22 - Ord. 2010-09 (File 10 2010-255) 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 tlle Bonds. Section 6.04. Legal Opinion. The approving legal opinions of Vinson & Elkins L.L.P., Bond Counsel, may be printed on the reverse side of or attached to each Bond over tlle certification of the Town Secretary of the Town, which may be executed in facsimile. Section 6.05. Statement ofInsurance. 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 7.01. Creation of Funds. (a) The Town hereby establishes the following funds: (i) "Town of Trophy Club, Texas, General Obligation Bonds, Series 2010, Interest and Sinking Fund" (the "Interest and Sinking Fund") and Oi) "Town of Trophy Club, Texas, General Obligation Bonds, Series 2010, Construction Fund" (tlle "Construction Fund"). (b) The Interest and Sinking Fund and the Construction Fund shall be maintained at an ot1icial depository bank of the Town which must be a member of the Federal Deposit Insurance Corporation. Section 7.02. Interest and Sinking Fund. (a) The taxes levied under Section 2.01 of this Ordinance shall be deposited to the credit of the Interest and Sinking Fund at such times and in such amounts as necessary for the timely payment of the principal and interest on the Bonds. (b) If the amount of money in the Interest and Sinking Fund is at least equal to the aggregate principal amount of the outstanding Bonds plus the aggregate amount of interest due and that will become due and payable on such Bonds, no further deposits to that fund need be made. (c) Money on deposit in the Interest and Sinking Fund shall be used to pay principal of and interest on the Bonds as such become due and payable. Section 7.03. Sale of Bonds. OfJicial Statement. (a) The Bonds, having been duly advertised for public sale and a bid or bids received pursuant thereto, are hereby ofJicially sold and awarded to (the "Purchaser"), having submitted the bid which produced the lowest true interest cost to the Town -23 - Ord.2010-09 (File 10 2010-255) for a purchase price equal to the principal amount thereof, plus interest accrued thereon to the date of initial delivery. The Bonds shall be initially registered in the name of the Purchaser or its designee. (b) The fonn and substance of the Preliminary Official Statement and any addenda, supplement or amendment thereto, and the final Official Statement (the "Official Statement") presented to and considered at this meeting, are hereby in all respects approved and adopted and the Preliminary Official Statement is hereby deemed final as of its date within the meaning and for the purposes of paragraph (b)(l) of Rule 15c2 12 under the Securities Exchange Act of 1934, as amended. The Mayor and ToWll Secretary of the ToWll are hereby authorized and directed to execute the same and deliver appropriate numbers of executed copies thereof to the Purchaser. The Official Statement as thus approved, executed and delivered, with such appropriate variations as shall be approved by the Mayor of the ToWll and the Purchaser, may be used by the Purchaser in the public offering and sale thereof. The ToWll Secretary is hereby authorized and directed to include and maintain a copy of the Official Statement and any addenda, supplement or amendment thereto thus approved among the pennanent records of this meeting. The use and distribution of the Preliminary Official Statement, and the preliminary public offering of the Bonds by the Purchaser is hereby ratified, approved and confirnled. (c) All officers of the ToWll are authorized to execute such documents, certificates and receipts, and to mal(e such elections with respect to the tax exempt status of Bonds, as they may deem appropriate in order to consummate the delivery of the Bonds in accordance with the provisions and tenns of the Notice of Sale and Bidding Instructions and this Ordinance. 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 ToWll is hereby authorized and directed to issue a check of the ToWll 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 not to exceed $9,500). (d) The obligation of the Purchaser to accept delivery of the Bonds is subject to such purchaser being furnished with the final, approving opinion of Vinson & Elkins L.L.P., bond counsel for the TOWll, which opinion shall be dated and delivered the Closing Date. Section 7.04. Control and Delivery of Bonds. (a) The Mayor of the ToWll 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 and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. (b) After registration by the Comptroller of Public Accounts, 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 ToWll of all anl0unts due to the Town under the tenns of sale. (c) In the event the Mayor or Town Secretary is absent or otherwise unable to execute any document or take any action authorized herein, the Mayor Pro Tern and the Assistant ToWll -24- Ord. 2010-09 (File 10 2010-255) Secretary, respectively, shall be authorized to execute such documents and take such actions, and the perfonnance of such duties by the Mayor Pro Tern and the Assistant Town Secretary shall for the purposes of this Ordinance have the same force and effect as if such duties were perfonned by the Mayor and Town Secretary, respectively. Section 7.05. Deposit of Proceeds. (a) All amounts received on the Closing Date as accrued interest on the Bonds from the Bond Date to the Closing Date, shall be deposited to the Interest and Sinking Fund. (b) The remaining balance shall be deposited to the Construction Fund, and shall be used for the purposes described in Section 3.01 and to pay the costs of issuing the Bonds. ARTICLE VIII INVESTMENTS Section 8.01. Investments. (a) Money in the Interest and Sinking Fund created by this Ordinance, at the option of the Town, may be invested in such securities or obligations as pennitted under applicable law as in effect on the date of the investment. (b) Any securities or obligations in which money in the Interest and Sinking Fund is so invested shall be kept and held in trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely applied to the making of all payments required to be made from the Interest and Sinking Fund. Section 8.02. Investment Income. (a) Interest and income derived from investment of the Interest and Sinking Fund shall be credited to such Fund. (b) Interest and income derived from the investment of funds deposited pursuant to Section 7.05(b) hereof shall be credited to the fund or account where deposited until completion of the Projects; thereafter, to the extent such interest and income are present, such interest and income shall be deposited to the Interest and Sinking Fund. ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.0 I. 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 -25 - Ord. 2010-09 (File ID 2010-255) will accrue or mature on the applicable Interest Payment Date, maturity date or date of prior redemption. Section 9.02. 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 payor 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 9.03. Provisions Concerning Federal Income Tax Exclusion. The Town intends that the interest on the Bonds shall be excludable from gross income for purposes of federal income taxation pursuant to sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended (the "Code"), and the applicable regulations promulgated thereunder (the "Regulations"). The Town covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would cause the interest on the Bonds to be includable in the gross income, as defined in section 61 of the Code, of the holders thereof for purposes of federal income taxation. In particular, the Town covenants and agrees to comply with each requirement of this Article IX; provided, however, that the Town shall not be required to comply with any particular requirement of this Article IX, if the Town has received an opinion of nationally recognized bond counsel ("Counsel's Opinion") that such noncompliance will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or if the Town has received a Counsel's Opinion to the effect that compliance with some other requirement set forth in this Article IX, will satisfy the applicable requirements of the Code and the Regulations, in which case compliance with such other requirement specified in such Counsel's Opinion shall constitute compliance with the corresponding requirement specified in this Article IX. Section 9.04. No Private Use or Payment and No Private Loan Financing. The Town shall certify, through an authorized officer, employee or agent, that, based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "private activity bonds" within the meaning of section 141 of the Code and the Regulations. The Town covenants and agrees that it will make such use of the proceeds of the Bonds, including interest or other investment income derived from Bond proceeds, regulate the use of property financed, directly or indirectly, with such proceeds, and take such other and -26- Drd. 2010-09 (File ID 2010-255) 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. Section 9.05. 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 Regulations, except as permitted by section 149(b )(3) of the Code and the Regulations. Section 9.06. Bonds are not Hedge Bonds. The Town covenants and agrees not to take any action, or knowingly omit to take any action, and has not knowingly omitted and will not 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 Regulations. Section 9.07. No Arbitrage Covenant. The Town shall certify, through an authorized officer, employee or agent, that, based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, the Town will reasonably expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of section I 48(a) of the Code and the Regulations. Moreover, 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. Section 9.08. 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 issue of the Town or moneys which do not represent gross proceeds of any bonds of the Town, (ii) calculate at such times as are required by the Regulations, the amount earned from the investment of the gross proceeds of the Bonds which is required to be rebated to the federal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Bonds or on such other dates as may be pern1itted 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 furegoing 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 Ord. 2010-09 (File ID 2010-255) -27- 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 9.09. Qualified Tax-Exempt Obligations. The Town hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of section 265(b) of the Code. In connection therewith, the Town represents (a) that the aggregate amount of tax-exempt obligations issued by the Town during calendar year 20 10, including the Bonds, which have been designated as "qualified tax-exempt obligations" lmder section 265(b)(3) of the Code does not exceed $30,000,000, and (b) that the reasonably anticipated amount of its tax-exempt obligations which will be issued by the Town during calendar year 2010, including the Bonds, will not exceed $30,000,000. For purposes of this Section 10.09, the term "tax-exempt obligations" does not include" private activity bonds" within the meaning of section 141 of the Code, other than "qualilled 501(c)(3) bonds" within the meaning of section 145 of the Code. In addition, for purposes of this Section 10.09, the Town includes all governmental units which are aggregate with the Town under section 265(b) of the Code. Section 9.10. 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. Section 9.11. Continuing Obligation. Notwithstanding any other provision of this Ordinance, the Town's obligations under the covenants and provisions of this Article IX, shall survive the defeasance and discharge of the Bonds. ARTICLE X DEF AUL T AND REMEDIES Section 10.01. 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 60 days after notice of such default is given by any Owner to the Town. -28- Ord.2010-09 (File 10 2010-255) Section 10.02. Remedies for Default. (a) Upon the happening of any Event of Default, then any Owner or an authorized representative thereot~ 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 pennitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Owners hereunder or any combination of such remedies. (b) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Owners of Bonds then outstanding. Section 10.03. 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 11.0 I. Discharge. The Bonds may be defeased, discharged or refunded 111 any manner pemlitted by applicable law. ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Section 12.0 I. Annual Reports. The Town shall provide annually to the MSRB, within six (6) months after the end of each fiscal year,financlal information and operating data with respect to the Town of the general type included in the Jinal Official Statement, being the infomlation described in Exhibit A hereto. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit A hereto, and (ii) audited, if the Town commissions an audit of such statements and the audit is completed within the period during which they must be provided, and (iii) submitted through the EMMA, in an electronic format with accompanying -29- Ord. 2010-09 (File 10 2010-255) identifying information, as prescribed by the MSRB. If the audit of such financial statements is not complete within such period, then the Town shall provide notice that audited financial statements are not available and shall provide unaudited financial statements for the applicable fiscal year to the MSRB. The Town shall provide audited financial statements for the applicable fiscal year to the MSRB. Thereafter, when and if audited financial statements become available, the Town shall provide such audited financial statements as required to the MSRB. If the Town changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the Town otherwise would be required to provide financial infonnation and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. Section 12.02. Material Event Notices. The Town shall notify the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: (i) principal and interest payment delinquencies; (ii) nonpayment related defaults; (iii) unscheduled draws on debt servIce reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to perfoml; (vi) adverse tax opinions or events affecting the tax exempt status of the Bonds; (vii) modifications to rights of Owners; (viii) redemption calls; (ix) defeasances; (x) release, substitution, or sale of property securing repayment of the Bonds; and (xi) rating changes. -30- Ord. 2010-09 (File ID 2010-255) The Town shall notify the MSRB, in a timely manner, of any failure by the Town to provide financial information or operating data in accordance with Section 12.0 I of this Ordinance by the time required by such Section. Section 12.03. Limitations, Disclaimers and Amendments. The Town shall be obligated to observe and perforn1 the covenants specified in this Article for so long as, but only for so long as, the Town remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Town in any event will give notice of any deposit made in accordance with Article XI that causes Bonds to no longer be outstanding. The provisions of this Article are for the sole benetit of the Owners and beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give any benetlt or any legal or equitable right, remedy, or claim hereunder to any other person. The Town undertakes to provide only the financial infonnation, operating data, tlnancial statements, and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Town's financial results, condition, or prospects or hereby undertake to update any inforn1ation provided in accordance with this Article or otherwise, except as expressly provided herein. The Town does not make any representation or warrru1ty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL TI-IE TOWN BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE TOWN, WHETHER NEGLIGENT OR WITI-IOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGl-IT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the Town in observing or perfonning its obligations under this Article shall constitute a breach of or default under the Ordinance for purposes of any other provisions of this Ordinance. Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties ofthe Town under federal and state securities laws. The provisions of this Article may be amended by the Town from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Town, but only if (i) the provisions of this Article, as so amended, would have pern1itled an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such runendment, as well as such changed circumstances, and (ii) either (A) the Owners of a majority in aggregate principal runount (or any greater amount required by any other provisions of this Ordinance that authorizes -31 - Ord.2010-09 (File 10 2010-255) such an amendment) of the outstanding Bonds consent to such amendment or (B) an entity or individual person that is unaffiliated with the Town (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Owners and beneficial owners of the Bonds. If the Town so amends the provisions of this Article, it shall include with any amended financial information or operating data next provided in accordance with Section 12.01 an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in type of financial information or operating data so provide Ord. 2010-09 (File ID 2010-255) -32- APPROVED AND ADOPTED this 26'h day of April, 2010. M{yor, Town of Trophy Club, Texas ATTEST: V ~ k;;X) dJ !/)11iL:J ttO\Jl1 Secretary Town of Trophy Club, Texas APPROVED AS TO FORM: ·:hlt,u~tdal/tL(J) Town Attorney Town of Trophy Club, Texas Signatllre Page jar Bond Ordinance TOlFn a/Trophy Cillb General Obligatio/J Bonds, Series 2010 Ord. 2010-09 (Fi[e [D 2010-255) EXHIBIT A DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION The following infonnation is referred to in Article XII of this Ordinance. Annual Financial Statements and Operating Data The financial infonnation and operating data with respect to the Town to be provided annually in accordance with such Article are as specified (and included in the Appendix or other headings of the Official Statement referred to) below: I. The portions of the financial statements of the Town appended to the Official Statement as Appendix D, but for the most recently concluded fiscal year. 2. Statistical and financial data set forth in Tables numbered 1,2,3,9,10,12,13,14 and 20 in Appendix A. Accounting Principles The accounting principles referred to in such Article are the accounting principles described in the notes to the financial statements referred to in Paragraph 1 above. A-J Ord. 2010-09 (File 10 2010-255)