ORD 2015-42AN ORDINANCE APPROVING AND AUTHORIZING THE ISSUANCE AND
SALE OF THE TOWN OF TROPHY CLUB PUBLIC IMPROVEMENT
DISTRICT NO. 1 SPECIAL ASSESSMENT REVENUE REFUNDING BONDS,
SERIES 2015 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $ 26,155,000; APPROVING AND AUTHORIZING AN INDENTURE
OF TRUST, A BOND PURCHASE CONTRACT, AN OFFICIAL
STATEMENT, A CONTINUING DISCLOSURE AGREEMENT, AN ESCROW
AGREEMENT, A BOND COUNSEL ENGAGEMENT LETTER AND
FINANCIAL ADVISORY SERVICES AGREEMENT AND OTHER
AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH;
MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH
BONDS; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the Town of Trophy Club, Texas (the "Town"), pursuant to and in
accordance with the terms, provisions and requirements of the Public Improvement District
Assessment Act, Chapter 372, Texas Local Government Code (the "PID Act"), has previously
established the "Town of Trophy Club Public Improvement District No. 1" (the "District"),
pursuant to Resolution No. 2007-08 adopted by the Town Council of the Town (the "Town
Council") on May 7, 2007; and
WHEREAS, pursuant to the PID Act, the Town Council published notice and held a
-public hearing on October 15, 2007 regarding the levy of special assessments within the District
and at that public hearing adopted Ordinance No. 2007-29 (the "Assessment Ordinance"); and
WHEREAS, in the Assessment Ordinance, the Town Council approved and accepted the
"Service and Assessment Plan" (as defined and described in the Assessment Ordinance, the
"Service and Assessment Plan") relating to the District and levied the "Assessments" (as defined
in the Assessment Ordinance, the "Assessments") against the "Assessment Roll" (as defined and
described in the Assessment Ordinance, the "Assessment Roll"). Capitalized terms used in this
preamble and not otherwise defined shall have the meaning assigned thereto in the Service and
Assessment Plan; and
WHEREAS, the Town issued its revenue bonds payable from the Assessments titled
"Town of Trophy Club Special Assessment Revenue Bonds, Series 2007 (The Highlands at
Trophy Club Project) (the "Refunded Bond Candidates"), and those Refunded Bond Candidates
designated by the Authorized Officer in the Pricing Certificate to be refunded are herein referred
to as the "Refunded Bonds"; and
WHEREAS, the Town Council desires to issue its refunding bonds to refund the
Refunded Bonds in accordance with Chapter 1207, Texas Government Code, as amended, and
the PID Act, such bonds to be entitled "Trophy Club Public Improvement District No. 1 Special
Assessment Revenue Refunding Bonds, Series 2015" (the "Bonds"), with such Bonds being
payable solely from Assessments; and
WHEREAS, the Town Council has found and determined that it is in the best interests of
the citizens of the Town to issue the Bonds in a single series, such series to be payable solely
from and secured by the Assessments;- and
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WHEREAS, the Town Council has found and determined to (i) approve the issuance of
the Bonds to refund the Refunded Bonds, (ii) approve the form, terms and provisions of an
indenture of trust securing the Town's bonds authorized hereby, (iii) approve the form, terms and
provisions of a Bond Purchase Contract between the Town and the purchasers of the Bonds, (iv)
approve an Official Statement, (v) approve an Escrow Agreement between the Town and The
Bank of New York Mellon Trust Company, N.A., (vi) ' approve a Continuing Disclosure
Agreement relating to the Bonds, and (vii) approving a bond counsel engagement letter and a
financial advisory agreement; and
WHEREAS, Chapter 1207 authorizes the Town to enter into an escrow agreement with a
commercial bank with respect to the safekeeping, investment, reinvestment, administration and
disposition of any such deposit, upon such terms and conditions as the Town and such bank may
agree, provided that such deposits may be invested and reinvested only in investments permitted
under Chapter 1207 and the ordinances authorizing the Refunded Bonds, and which shall mature
and bear interest payable at such times and in such amounts as will be sufficient to provide for
the scheduled payment or prepayment of the Refunded Bonds; and
WHEREAS, the Escrow Agreement hereinafter authorized constitutes an escrow
agreement of the kind authorized and permitted by said Chapter 1207; and
WHEREAS, the Town Council desires to delegate to the Authorized Officer, pursuant to
Chapter 1207, Texas Government Code, as amended, and the parameters of this Ordinance, the
authority to approve the amount the number of series, the interest rate, the price and terms of the
Bonds authorized hereby and to otherwise take such actions as are necessary and appropriate to
effect the sale of the Bonds and to select the specific maturities or series of Refunded Bond
Candidates to be refunded;
WHEREAS, the Town Council hereby finds and determines that refunding of the
Refunded Bonds contemplated in this Ordinance will benefit the Town by providing a debt
service savings in an amount to be certified in the Pricing Certificate, and that such benefit is
sufficient consideration for the refunding of the Refunded Bonds; 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; and
NOW, THEREFORE BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN
OF TROPHY CLUB, TEXAS, THAT:
Section 1. Findings. The findings and determinations set forth in the preamble hereof
are hereby incorporated by reference for all purposes as if set forth in full herein.
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Section 2. Approval of Issuance of Bonds and Indenture of Trust. (a) The issuance
of the Bonds in the not to exceed principal amount of $ 26,155,000 for the purpose of providing
funds for (i) refunding the Refunded Bonds; (ii) funding portions of a reserve fund for payment
of principal and interest on the Bonds and for funding a prepayment/delinquency fund as
provided in the Indenture (defined below), and (iii) paying the costs of issuing the Bonds, is
hereby authorized and approved.
(b) The Bonds shall be issued and secured under an indenture of trust, the
form, terms and provisions of which are hereby approved in the substantially final form
presented at this meeting of that certain Indenture of Trust (the "Indenture"), dated as of
December 1, 2015, between the Town and The Bank of New York Mellon Trust
Company, N.A., as trustee (the "Trustee"), with such changes as may be necessary or
desirable to carry out the intent of this Ordinance and as approved by the Mayor of the
Town, such approval to be evidenced by the execution and delivery of the Indenture. The
Mayor of the Town is hereby authorized and directed to execute the Indenture and the.
Town Secretary is hereby authorized and directed to attest such signature of the Mayor.
(c) The Bonds shall be dated,' shall mature on the date or dates and in the
principal amounts, shall bear interest, shall be subject to redemption and shall have such
other terms and provisions as set forth in the Pricing Certificate. The Bonds shall be in
substantially the form set forth in the Indenture, as modified by the Pricing Certificate,
with such insertions, omissions and- mooddiffications as may be required to- con -for -m- the
form of bond to the actual terms of the Bonds. The Bonds shall be payable from and,
secured solely by the Assessments and other assets of the "Trust Estate" (as defined in
the Indenture) pledged to such series, and shall never be payable from ad valorem taxes.
(d) The Bonds shall be sold at negotiated sale to the Underwriters in
accordance with the terms of this Ordinance, provided that all of the conditions set forth
in Exhibit A can be satisfied. As authorized by Chapter 1207, Texas Government Code,
as amended, the Authorized Officer (as identified below) is authorized to act on behalf of
the Town upon determining that the conditions set forth in Exhibit A can be satisfied, in
selling and delivering the Bonds and carrying out the other procedures specified in this
Ordinance, including determining whether to acquire bond insurance for the Bonds, the
aggregate principal amount of the Bonds, whether the Bonds shall be in one or more
series from time to time, and price at which each of the Bonds will be sold, the aggregate
principal amount of the Refunded Bonds and their redemption dates, the number and
designation of series of Bonds to be issued, whether the Bonds will be taxable or tax-
exempt, the issuance of current interest bonds and capital appreciation bonds, the form in
which the Bonds shall be issued, the years in which the Bonds will mature, the principal
amount to mature in each of such years, the rate of interest to be borne by each such
maturity, the first interest payment date, the initial date from which interest will accrue,
the dates, prices and terms upon and at which the Bonds shall be subject to redemption.
prior to maturity at the option of the Town and shall be subject to mandatory sinking fund
redemption and extraordinary mandatory redemption and the terms thereof, the purchase
of a municipal bond insurance policy with respect to the Bonds and the inclusion of terms
relating thereto, whether the bonds will be taxable or tax exempt, the approval of an
escrow agreement and paying agent agreement, and all other matters relating to the
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issuance, sale and delivery of the Bonds, all of which shall be specified in the Pricing
Certificate.
(e) The authority granted to the Authorized Officer under this Section shall
expire at 5:00 p.m., 180 days from the date of this Ordinance, unless otherwise extended
by the Town Council by separate action.
(f) Any finding or determination made by the Authorized Officer relating to
the issuance and sale of the Bonds and the execution of the Purchase Agreement in
connection therewith shall have the same force and effect as a finding or determination
made by the Town Council.
Section 3. Sale of Bonds: Approval of Bond Purchase Contract. The Authorized
Officer is hereby authorized and directed to execute and deliver one or more bond purchase
agreements (the "Purchase Agreement"), which Purchase Agreement shall be in the form
approved by the Authorized Officer. The Authorized Officer is hereby authorized and directed
to approve the final terms and provisions of the Purchase Agreement in accordance with the
terms of the Pricing Certificate and this Ordinance, which final terms shall be determined to be
the most advantageous reasonably attainable by the Town, such approval and determination
being evidenced by its execution thereof by the Authorized Officer. All officers, agents and
representatives of the Town are hereby authorized to do any and all things necessary or desirable
to satisfy the conditions set out therein and to provide for the issuance and deliver of the Bonds.
The Initial Bond shall initially -be registered --in --the- name - of the Representative— of the --
Underwriters or such other entity as may be specified in the Purchase Agreement.
Section 4. Official Statement. The form and substance of the Preliminary Official
Statement for the Bonds and any addenda, supplement or amendment thereto and the final
Official Statement presented to and considered at this meeting are hereby in all respects
approved and adopted. The Mayor is hereby authorized and directed to. execute such Official
Statement with such changes and alterations therein as the Mayor may aprove, such approval to
be conclusively evidenced by such execution thereof. The Official Statement as thus approved,
executed and delivered, with such appropriate variations as shall be approved by the Mayor of
the Town and the Underwriters, may be used by the Underwriters in the offering and sale of the
Bonds. The Town Secretary is hereby authorized and directed to include and maintain a copy of
the Preliminary Official Statement and Official Statement and any addenda, supplement or
amendment thereto thus approved among the permanent records of this meeting. The use and
distribution of the Preliminary Official Statement and the Official Statement in the offering of
the Bonds is hereby ratified, approved and continued.
Section 5. Continuing Disclosure Agreement. The form, terms and provisions of that
certain Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") dated as of
December 1, 2015 between the Town and the Trustee and/or David Taussig & Assoc. is hereby
authorized and approved in substantially final form presented at this meeting and the Mayor of
the Town is hereby authorized and directed to execute and deliver such Continuing Disclosure
Agreement with such changes as may be required to carry out the purpose of this Ordinance and
approved by the Mayor, such approval to be evidenced by the execution thereof. The Mayor's
signature on the Agreement may be attested by the Town Secretary.
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Section 6. Redemption of Refunded Bonds; Approval of Escrow Agreement.
(a) The Refunded Bonds selected from the Refunded Bond Candidates
identified in Schedule I attached hereto, are hereby called for redemption on the date, in
the principal amounts and at a redemption price equal to the principal amount thereof
plus interest accrued thereon to the redemption date as set forth in the Pricing Certificate.
(b) The Town Secretary is hereby authorized and directed to cause a copy of
this Ordinance to be delivered to the paying agent/registrar for the Refunded Bonds, the
delivery of which shall constitute notice of redemption and notice of defeasance to such
paying agent/registrar.
(c) The discharge and defeasance of the Refunded Bonds shall be effectuated
pursuant to the terms and provisions of an Escrow Agreement (the "Escrow Agreement"),
to be entered into by and between the Town and the Escrow Agent, which Escrow
Agreement shall contain terms and provisions to be approved by the Authorized Officer
including terms and provisions for the purposes of (i) carrying out the program designed
for the Town, (ii) minimizing the Town's costs of refunding, (iii) complying with all
applicable laws and regulations relating to the refunding of the Refunded Bonds, (iv)
carrying out the other intents and purposes of this Ordinance and (v) complying with the
terms set forth in the Pricing Certificate. The execution and delivery by the Mayor of the
_ Escrow Agreement, if necessary, is hereby authorized and approved. The signature of the
-
---Mayor maybe attestedby-the -Town Secretary. - - -
(d) The Authorized Officer is hereby authorized to subscribe for, agree to
purchase, and purchase securities permitted by applicable law, in such amounts and
maturities and bearing interest at such rates as may be provided for in the Escrow
Agreement, and to execute any and all subscriptions, purchase agreements, commitments,
letters of authorization and other documents necessary to effectuate the foregoing, and
any actions heretofore taken for such purpose are hereby ratified and approved.
(e) The paying agent/registrar for the Refunded Bonds is hereby authorized
and directed to give notice of deposit and redemption with respect to the Refunded Bonds
in the manner specified in the ordinance authorizing the issuance of such Refunded
Bonds.
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Section 7. Additional Actions. (a) The Mayor, the Town Manager and each other
officer, employee and agent of the Town are hereby authorized and directed to take any and all
actions on behalf of the Town necessary or desirable to carry out the intent and purposes of this
Ordinance and to issue the Bonds in accordance with the terms of this Ordinance, The Mayor,
the Town Manager and each other officer, employee and agent of the Town are hereby
authorized and directed to execute and deliver any and all certificates, agreements, notices,
instruction letters, requisitions, and other documents which may be necessary or advisable in
connection with the sale, issuance and delivery of the Bonds and the carrying out of the purposes
and intent of 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 Town is hereby authorized and directed to
issue a check of the Town payable to the Attorney General of the State of Texas as a
nonrefundable examination fee in the amount required by Chapter 1202,- Texas Government
Code (such amount to be the lesser of (i) 1/10th of 1% of the principal amount of the Bonds or
(ii) $9,500).
(b) The Mayor is hereby authorized and directed to execute the engagement
letter with Bracewell & Giuliani LLP, setting forth such firm's duties as Bond Counsel
for the Corporation, and such engagement letter and the terms thereof in the form
presented at this meeting is hereby approved and accepted. The Mayor is hereby also
authorized and directed to execute the financial advisory services agreement with Samco
---Capital Markets,-Ine.-for €inane alp v sory services related to -the issuance -of the Bonds,- - - - -
and such agreement and the terms thereof in the form presented at this meeting is hereby
approved and accepted.
Section 8. Appointment of Authorized Officer. The Town Manager or the Town
Assistant Manager/Chief Financial Officer are each appointed, acting individually, as an
Authorized Officer for purposes of this Ordinance and the Indenture.
Section 9. Effective Date. This Ordinance shall take effect immediately upon its
adoption by the Town Council of the Town.
FINALLY PASSED, APPROVED AND EFFECTIVE this November 23, 2015.
[Signature Page Follows]
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BY:
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MAYOR,
TOWN OF TROPHY CLUB, TEXAS
ATTEST: OF T Ropy
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TOWN SEC TARY, m'
TOWN OF TROPHY CLUB, TEXAS
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APPROVED AS TO FORM:
TOWN ATTORNEY,
- - - - TOWN OF TROPHY -CLUB,, TEXAS - - - -
BOND COUNSEL
Signature Page to Bond Ordinance
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SCHEDULEI
REFUNDED BOND CANDIDATES
All outstanding Town of Trophy Club Public Improvement District No. I Special
Assessment Revenue Bonds, Series 2007 (The Highlands at Trophy Club Project)
Schedule I
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EXHIBIT A
SALE PARAMETERS
In accordance with Section 2 of the Ordinance, the following conditions with respect to
the Bonds must be satisfied in order for the Authorized Officer to act on behalf of the Town in
selling and delivering the Bonds to the Underwriters:
(a) the Bonds shall not bear interest at a rate greater than the maximum rate
authorized by Chapter 1204, Texas Government Code, as amended;
(b) the aggregate principal amount of the Bonds authorized to be issued for the
purposes described in Section 2 shall not exceed the limits described in that Section, and the
Bonds sold for the purposes of refunding the Refunded Bonds shall be in an amount sufficient, in
combination with the net premium from the sale of the Bonds, plus other available funds of the
Town, if any, to provide for the refunding of the Refunded Bonds to be selected from the
Refunded Bond Candidates identified in Schedule I hereto and the costs and expenses of
issuance of the Bonds, including underwriter's discount;
(c) the refunding of the Refunded Bonds shall result in a net present value savings of
not less than 15%; and
(d) the maximum maturity for the Bonds shall not be later than December 1, 2037.
Exhibit A
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ACKNOWLEDGMENT OF NOTICE OF MEETING FOR ABSENTEES
The undersigned member(s) of the Town Council of the Town of Trophy Club, Texas
hereby acknowledge and certify that said membes were duly and sufficiently notified officially
and personally, in advance, of the time, place and purpose of the meeting of said governing body
which was held on November 23, 2015, and that the Bond Ordinance described below would be
introduced and considered for passage at said meeting; and that said member consented, in
advance, to the holding of said meeting for such purposes, to wit:
AN ORDINANCE APPROVING AND AUTHORIZING THE ISSUANCE AND
SALE OF THE TOWN OF TROPHY CLUB PUBLIC IMPROVEMENT
DISTRICT NO. 1 SPECIAL ASSESSMENT REVENUE REFUNDING BONDS,
SERIES 2015 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $ 26,155,000; APPROVING AND AUTHORIZING AN INDENTURE
OF TRUST, A BOND PURCHASE CONTRACT, AN OFFICIAL
STATEMENT, A CONTINUING DISCLOSURE AGREEMENT, AN ESCROW
AGREEMENT, A BOND COUNSEL ENGAGEMENT LETTER AND
FINANCIAL ADVISORY SERVICES AGREEMENT AND OTHER
AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH;
MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH
BONDS; AND PROVIDING AN EFFECTIVE DATE
Name
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Signature
Date of Signature
d G l 12 • �-
2-3 s
CERTIFICATION PERTAINING TO
PASSAGE OF AN ORDINANCE
STATE OF TEXAS
TOWN OF TROPHY CLUB
On the 23rd day of November, 2015 the Town Council of the Town of Trophy Club,
Texas, convened in a regular meeting at the regular meeting place thereof, the meeting being
open to the public and notice of said meeting, giving the date, place and subject thereof, having
been posted as prescribed by Chapter 551, Texas Government Code, as amended; and the roll
was called of the duly constituted officers and members of the Town Council, which officers and
members are as follows:
Nick Sanders, Mayor Jim Parrow
Greg Lamont, Mayor Pro Tem Garrett Reed )
Tim Kurtz ) Members of
Rhylan Rowe ) the Council
Philip Shoffner )
and all of said persons were present except Garrett Reed and Philip Shoffner, thus constituting a
quorum. Whereupon, among other business, a written ordinance bearing the following caption
was introduced:
AN ORDINANCE APPROVING AND AUTHORIZING THE ISSUANCE AND
SALE OF THE TOWN OF TROPHY CLUB PUBLIC IMPROVEMENT .
DISTRICT NO. 1 SPECIAL ASSESSMENT REVENUE REFUNDING BONDS,
SERIES 2015 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $ 26,155,000; APPROVING AND AUTHORIZING AN INDENTURE
OF TRUST, A BOND PURCHASE CONTRACT, AN OFFICIAL
STATEMENT, A CONTINUING DISCLOSURE AGREEMENT, AN ESCROW
AGREEMENT, A BOND COUNSEL ENGAGEMENT LETTER AND
FINANCIAL ADVISORY SERVICES AGREEMENT AND OTHER
AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH;
MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH
BONDS; AND PROVIDING AN EFFECTIVE DATE
The Ordinance, a full, true and correct copy of which is attached hereto, was read and
reviewed by the Town Council.
Thereupon, it was duly moved and seconded that the Ordinance be finally passed and
adopted.
The Presiding Officer put the motion to a vote of the members of the Town Council, and
the Ordinance was finally passed and adopted by the following vote:
EV1
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NAYS: 0 ABSTENTIONS: 0
THIS CERTIFICATE IS CERTIFIED TO BE TRUE AND CORRECT, and to correctly
reflect the duly constituted officers and members of the Town Council of said Town, and the
attached and following copy of said Ordinance is hereby certified to be a true and correct copy of
an official copy thereof on file among the official records of the Town, all on this the Z,5 day
of 2015.
�Ajown
To Secre aTrophy Club, Texas
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[SEAL]
Certification for Ordinance
Special Assessment Revenue Refunding Bonds, Series 2015