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08.24.2021 - Complete Agenda PacketTown of Trophy Club Meeting Agenda Packet Town Council 1 Trophy Wood Drive Trophy Club, Texas 76262 August 24, 2021 7:00 PM Council Chambers CALL TO ORDER AND ANNOUNCE A QUORUM ­ Mayor Fleury INVOCATION led by Pastor Barry Clingan, The Church at Trophy Lakes  PLEDGES led by Council Member Wilson Pledge of Allegiance to the American Flag. Pledge of Allegiance to the Texas Flag. PUBLIC COMMENT(S) This is an opportunity for citizens to address the Council on any matter. The Council is not permitted to discuss or take action on any presentations made to the Council. Presentations are limited to matters over which the Council has authority. Speakers have up to four (4) minutes or the time limit determined by the Presiding Officer. Each speaker must have submitted their request to speak by completing the Speaker’s Form or you may also email mayorandcouncil@trophyclub.org ANNOUNCEMENTS AND REPORTS 1.Business Spotlight – Dan’s Bagels 2.Recognition of Trophy Club Triton Swim Team for Winning the 2021 Texas Amateur Athletic Federation State Championship. (T. Jaramillo) 3.Recognition of Trophy Club Police Officer Kenneth “Trey” Richardson for receiving the “Enforcement Hero Award” – Denton Police Chief Frank Dixon and Trophy Club Police Chief Patrick Arata. 4.“Patriot Day Remembrance” Ceremony on September 11, 2021.  (W. Carroll) PROCLAMATION(S) 5.Issuance of Proclamation 2021­20 recognizing September 6 through September 10, 2021 as “National Payroll Week” in Trophy Club.  (Mayor Fleury) 6.Issuance of Proclamation 2021­21 proclaiming September 2021 as “Live United Month” in Trophy Club. (Mayor Fleury) 7.Issuance of Proclamation 2021­22 proclaiming September 11, 2021 as “Patriot Day” in Trophy Club. (Mayor Fleury)  CONSENT AGENDA 8.Take appropriate action to approve the Regular Meeting Minutes of August 10, 2021. (L. Vacek) 9.Take appropriate action to approve Resolution 2021­07 for a Negotiated Settlement between the ATMOS Cities Steering Committee and ATMOS Energy Corp., Mid­Tex Division regarding the Company’s 2021 Rate Review Mechanism Filing; Declaring existing rates to be unreasonable, and Adopting Tariffs that reflect rate adjustments consistent with the negotiated settlement. (M. Erwin)  10.Take appropriate action regarding an Amendment to the Interlocal Agreement between the Town and Northwest Independent School District for School Resource Officer Services for Fiscal Year 2021­2022; authorizing the Mayor or her designee to execute all necessary documents. (P. Arata) 11.Take appropriate action approving Ordinance 2021­16 amending the Town of Trophy Club Sign Ordinance providing for election signs to be placed 90 days before an election and removed 10 days after an election as recommended by the Planning and Zoning Commission.  (M. Cox) 12.Take appropriate action to approve an Interlocal Agreement (ILA) with the Town of Trophy Club and the Municipal Utility District No. 1 for Fire Protection Services. (W. Carroll) PUBLIC HEARING(S) 13.Conduct a Public Hearing on the Town of Trophy Club’s Fiscal Year 2021­2022 Annual Budget. (W. Carroll)  INDIVIDUAL ITEMS 14.Take appropriate action to approve Ordinance 2021­13 adopting the Town of Trophy Club Fiscal Year 2021­2022 Budget.  (W. Carroll) 15.Take appropriate action to approve Ordinance 2021­14 authorizing the issuance of the Town of Trophy Club, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2021; levying a tax, and providing for the security for and payment of said certificates; awarding the sale of the certificates; authorizing the execution and delivery of a paying agent agreement; approving the official statement; enacting other provisions related to the subject. (M. Erwin) 16.Take appropriate action approving Ordinance 2021­15 accepting the Public Improvement District (PID) Service and Assessment Plan for Infrastructure. (M. Erwin) 17.Take appropriate action approving the Annual Licensing and Support from Tyler Technologies (Incode).  (M. Erwin) 18.Future Agenda Items List. (W. Carroll) 19.Take appropriate action to accept the Resignations from Greg Wilson, Council Member, Place 2 and Michael Geraci, Council Member, Place 5. (Mayor Fleury) 20.Take appropriate action approving Order/Ordinance 2021­17 Calling a Special Election of the Town of Trophy Club to be held on Tuesday, November 2, 2021, for the purpose of electing Two  (2) Council Members.  One Council Member for Place No. 2 for an Unexpired Term of Office to expire May 2023 and one Council Member for Place No. 5 for an Unexpired Term of Office to expire May 2022. (L. Vacek) a) Approving Election Contracts with Denton County and Tarrant County for the November 2, 2021 Special Election.  EXECUTIVE SESSION 21.Executive Session pursuant to the following section(s) of the Texas Government Code, Annotated Chapter 551 (Texas Open Meetings Act). Section 551.071 Consultation with Attorney – Discussion on an Interlocal  Agreement between the Town of Trophy Club and Municipal Utility District No. 1.  Section 551.074 Personnel Matters a) Municipal Court Judge and Court Clerk  Positions.  b) Zoning Board of Adjustment Appointments. RECONVENE INTO REGULAR SESSION 22.Take appropriate action on the Executive Session Item(s). ADJOURN One or more members of the Town Council may participate remotely using video conferencing pursuant to Chapter 551 of the Texas Government Code. The Town Council may convene into executive session to discuss posted items as allowed by the Texas Open Meeting Act, LGC.551.071 CERTIFICATION I certify that the above notice was posted on the bulletin board at Trophy Club Town Hall, 1 Trophy Wood Drive, Trophy Club, Texas, on August 20, 2021 by 5:00 pm in accordance with Chapter 551, Texas Government Code. ________________________________________ Leticia Vacek, TRMC/CMC/MMC Town Governance Officer/Town Secretary/RMO If you plan to attend this public meeting and have a disability that requires special needs, please contact the Town Secretary’s Office at 682­237­2900, 48 hours in advance, and reasonable accommodations will be made to assist you. 1 Town of Trophy ClubMeeting Agenda PacketTown Council 1 Trophy Wood DriveTrophy Club, Texas76262August 24, 2021 7:00 PM Council ChambersCALL TO ORDER AND ANNOUNCE A QUORUM ­ Mayor FleuryINVOCATION led by Pastor Barry Clingan, The Church at Trophy Lakes PLEDGES led by Council Member WilsonPledge of Allegiance to the American Flag.Pledge of Allegiance to the Texas Flag.PUBLIC COMMENT(S)This is an opportunity for citizens to address the Council on any matter. The Councilis not permitted to discuss or take action on any presentations made to the Council.Presentations are limited to matters over which the Council has authority. Speakershave up to four (4) minutes or the time limit determined by the Presiding Officer.Each speaker must have submitted their request to speak by completing theSpeaker’s Form or you may also email mayorandcouncil@trophyclub.orgANNOUNCEMENTS AND REPORTS1.Business Spotlight – Dan’s Bagels2.Recognition of Trophy Club Triton Swim Team for Winning the 2021 Texas AmateurAthletic Federation State Championship. (T. Jaramillo)3.Recognition of Trophy Club Police Officer Kenneth “Trey” Richardson for receiving the “Enforcement Hero Award” – Denton Police Chief Frank Dixon and Trophy Club Police Chief Patrick Arata. 4.“Patriot Day Remembrance” Ceremony on September 11, 2021.  (W. Carroll) PROCLAMATION(S) 5.Issuance of Proclamation 2021­20 recognizing September 6 through September 10, 2021 as “National Payroll Week” in Trophy Club.  (Mayor Fleury) 6.Issuance of Proclamation 2021­21 proclaiming September 2021 as “Live United Month” in Trophy Club. (Mayor Fleury) 7.Issuance of Proclamation 2021­22 proclaiming September 11, 2021 as “Patriot Day” in Trophy Club. (Mayor Fleury)  CONSENT AGENDA 8.Take appropriate action to approve the Regular Meeting Minutes of August 10, 2021. (L. Vacek) 9.Take appropriate action to approve Resolution 2021­07 for a Negotiated Settlement between the ATMOS Cities Steering Committee and ATMOS Energy Corp., Mid­Tex Division regarding the Company’s 2021 Rate Review Mechanism Filing; Declaring existing rates to be unreasonable, and Adopting Tariffs that reflect rate adjustments consistent with the negotiated settlement. (M. Erwin)  10.Take appropriate action regarding an Amendment to the Interlocal Agreement between the Town and Northwest Independent School District for School Resource Officer Services for Fiscal Year 2021­2022; authorizing the Mayor or her designee to execute all necessary documents. (P. Arata) 11.Take appropriate action approving Ordinance 2021­16 amending the Town of Trophy Club Sign Ordinance providing for election signs to be placed 90 days before an election and removed 10 days after an election as recommended by the Planning and Zoning Commission.  (M. Cox) 12.Take appropriate action to approve an Interlocal Agreement (ILA) with the Town of Trophy Club and the Municipal Utility District No. 1 for Fire Protection Services. (W. Carroll) PUBLIC HEARING(S) 13.Conduct a Public Hearing on the Town of Trophy Club’s Fiscal Year 2021­2022 Annual Budget. (W. Carroll)  INDIVIDUAL ITEMS 14.Take appropriate action to approve Ordinance 2021­13 adopting the Town of Trophy Club Fiscal Year 2021­2022 Budget.  (W. Carroll) 15.Take appropriate action to approve Ordinance 2021­14 authorizing the issuance of the Town of Trophy Club, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2021; levying a tax, and providing for the security for and payment of said certificates; awarding the sale of the certificates; authorizing the execution and delivery of a paying agent agreement; approving the official statement; enacting other provisions related to the subject. (M. Erwin) 16.Take appropriate action approving Ordinance 2021­15 accepting the Public Improvement District (PID) Service and Assessment Plan for Infrastructure. (M. Erwin) 17.Take appropriate action approving the Annual Licensing and Support from Tyler Technologies (Incode).  (M. Erwin) 18.Future Agenda Items List. (W. Carroll) 19.Take appropriate action to accept the Resignations from Greg Wilson, Council Member, Place 2 and Michael Geraci, Council Member, Place 5. (Mayor Fleury) 20.Take appropriate action approving Order/Ordinance 2021­17 Calling a Special Election of the Town of Trophy Club to be held on Tuesday, November 2, 2021, for the purpose of electing Two  (2) Council Members.  One Council Member for Place No. 2 for an Unexpired Term of Office to expire May 2023 and one Council Member for Place No. 5 for an Unexpired Term of Office to expire May 2022. (L. Vacek) a) Approving Election Contracts with Denton County and Tarrant County for the November 2, 2021 Special Election.  EXECUTIVE SESSION 21.Executive Session pursuant to the following section(s) of the Texas Government Code, Annotated Chapter 551 (Texas Open Meetings Act). Section 551.071 Consultation with Attorney – Discussion on an Interlocal  Agreement between the Town of Trophy Club and Municipal Utility District No. 1.  Section 551.074 Personnel Matters a) Municipal Court Judge and Court Clerk  Positions.  b) Zoning Board of Adjustment Appointments. RECONVENE INTO REGULAR SESSION 22.Take appropriate action on the Executive Session Item(s). ADJOURN One or more members of the Town Council may participate remotely using video conferencing pursuant to Chapter 551 of the Texas Government Code. The Town Council may convene into executive session to discuss posted items as allowed by the Texas Open Meeting Act, LGC.551.071 CERTIFICATION I certify that the above notice was posted on the bulletin board at Trophy Club Town Hall, 1 Trophy Wood Drive, Trophy Club, Texas, on August 20, 2021 by 5:00 pm in accordance with Chapter 551, Texas Government Code. ________________________________________ Leticia Vacek, TRMC/CMC/MMC Town Governance Officer/Town Secretary/RMO If you plan to attend this public meeting and have a disability that requires special needs, please contact the Town Secretary’s Office at 682­237­2900, 48 hours in advance, and reasonable accommodations will be made to assist you. 2 Town of Trophy ClubMeeting Agenda PacketTown Council 1 Trophy Wood DriveTrophy Club, Texas76262August 24, 2021 7:00 PM Council ChambersCALL TO ORDER AND ANNOUNCE A QUORUM ­ Mayor FleuryINVOCATION led by Pastor Barry Clingan, The Church at Trophy Lakes PLEDGES led by Council Member WilsonPledge of Allegiance to the American Flag.Pledge of Allegiance to the Texas Flag.PUBLIC COMMENT(S)This is an opportunity for citizens to address the Council on any matter. The Councilis not permitted to discuss or take action on any presentations made to the Council.Presentations are limited to matters over which the Council has authority. Speakershave up to four (4) minutes or the time limit determined by the Presiding Officer.Each speaker must have submitted their request to speak by completing theSpeaker’s Form or you may also email mayorandcouncil@trophyclub.orgANNOUNCEMENTS AND REPORTS1.Business Spotlight – Dan’s Bagels2.Recognition of Trophy Club Triton Swim Team for Winning the 2021 Texas AmateurAthletic Federation State Championship. (T. Jaramillo)3.Recognition of Trophy Club Police Officer Kenneth “Trey” Richardson for receiving the“Enforcement Hero Award” – Denton Police Chief Frank Dixon and Trophy Club PoliceChief Patrick Arata.4.“Patriot Day Remembrance” Ceremony on September 11, 2021.  (W. Carroll)PROCLAMATION(S)5.Issuance of Proclamation 2021­20 recognizing September 6 through September 10,2021 as “National Payroll Week” in Trophy Club.  (Mayor Fleury)6.Issuance of Proclamation 2021­21 proclaiming September 2021 as “Live UnitedMonth” in Trophy Club. (Mayor Fleury)7.Issuance of Proclamation 2021­22 proclaiming September 11, 2021 as “Patriot Day” inTrophy Club. (Mayor Fleury) CONSENT AGENDA8.Take appropriate action to approve the Regular Meeting Minutes of August 10, 2021.(L. Vacek)9.Take appropriate action to approve Resolution 2021­07 for a Negotiated Settlementbetween the ATMOS Cities Steering Committee and ATMOS Energy Corp., Mid­TexDivision regarding the Company’s 2021 Rate Review Mechanism Filing; Declaringexisting rates to be unreasonable, and Adopting Tariffs that reflect rate adjustmentsconsistent with the negotiated settlement. (M. Erwin) 10.Take appropriate action regarding an Amendment to the Interlocal Agreementbetween the Town and Northwest Independent School District for School ResourceOfficer Services for Fiscal Year 2021­2022; authorizing the Mayor or her designee toexecute all necessary documents. (P. Arata)11.Take appropriate action approving Ordinance 2021­16 amending the Town of TrophyClub Sign Ordinance providing for election signs to be placed 90 days before anelection and removed 10 days after an election as recommended by the Planningand Zoning Commission.  (M. Cox)12.Take appropriate action to approve an Interlocal Agreement (ILA) with the Town ofTrophy Club and the Municipal Utility District No. 1 for Fire Protection Services. (W.Carroll)PUBLIC HEARING(S)13.Conduct a Public Hearing on the Town of Trophy Club’s Fiscal Year 2021­2022Annual Budget. (W. Carroll)  INDIVIDUAL ITEMS 14.Take appropriate action to approve Ordinance 2021­13 adopting the Town of Trophy Club Fiscal Year 2021­2022 Budget.  (W. Carroll) 15.Take appropriate action to approve Ordinance 2021­14 authorizing the issuance of the Town of Trophy Club, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2021; levying a tax, and providing for the security for and payment of said certificates; awarding the sale of the certificates; authorizing the execution and delivery of a paying agent agreement; approving the official statement; enacting other provisions related to the subject. (M. Erwin) 16.Take appropriate action approving Ordinance 2021­15 accepting the Public Improvement District (PID) Service and Assessment Plan for Infrastructure. (M. Erwin) 17.Take appropriate action approving the Annual Licensing and Support from Tyler Technologies (Incode).  (M. Erwin) 18.Future Agenda Items List. (W. Carroll) 19.Take appropriate action to accept the Resignations from Greg Wilson, Council Member, Place 2 and Michael Geraci, Council Member, Place 5. (Mayor Fleury) 20.Take appropriate action approving Order/Ordinance 2021­17 Calling a Special Election of the Town of Trophy Club to be held on Tuesday, November 2, 2021, for the purpose of electing Two  (2) Council Members.  One Council Member for Place No. 2 for an Unexpired Term of Office to expire May 2023 and one Council Member for Place No. 5 for an Unexpired Term of Office to expire May 2022. (L. Vacek) a) Approving Election Contracts with Denton County and Tarrant County for the November 2, 2021 Special Election.  EXECUTIVE SESSION 21.Executive Session pursuant to the following section(s) of the Texas Government Code, Annotated Chapter 551 (Texas Open Meetings Act). Section 551.071 Consultation with Attorney – Discussion on an Interlocal  Agreement between the Town of Trophy Club and Municipal Utility District No. 1.  Section 551.074 Personnel Matters a) Municipal Court Judge and Court Clerk  Positions.  b) Zoning Board of Adjustment Appointments. RECONVENE INTO REGULAR SESSION 22.Take appropriate action on the Executive Session Item(s). ADJOURN One or more members of the Town Council may participate remotely using video conferencing pursuant to Chapter 551 of the Texas Government Code. The Town Council may convene into executive session to discuss posted items as allowed by the Texas Open Meeting Act, LGC.551.071 CERTIFICATION I certify that the above notice was posted on the bulletin board at Trophy Club Town Hall, 1 Trophy Wood Drive, Trophy Club, Texas, on August 20, 2021 by 5:00 pm in accordance with Chapter 551, Texas Government Code. ________________________________________ Leticia Vacek, TRMC/CMC/MMC Town Governance Officer/Town Secretary/RMO If you plan to attend this public meeting and have a disability that requires special needs, please contact the Town Secretary’s Office at 682­237­2900, 48 hours in advance, and reasonable accommodations will be made to assist you. 3 Town of Trophy ClubMeeting Agenda PacketTown Council 1 Trophy Wood DriveTrophy Club, Texas76262August 24, 2021 7:00 PM Council ChambersCALL TO ORDER AND ANNOUNCE A QUORUM ­ Mayor FleuryINVOCATION led by Pastor Barry Clingan, The Church at Trophy Lakes PLEDGES led by Council Member WilsonPledge of Allegiance to the American Flag.Pledge of Allegiance to the Texas Flag.PUBLIC COMMENT(S)This is an opportunity for citizens to address the Council on any matter. The Councilis not permitted to discuss or take action on any presentations made to the Council.Presentations are limited to matters over which the Council has authority. Speakershave up to four (4) minutes or the time limit determined by the Presiding Officer.Each speaker must have submitted their request to speak by completing theSpeaker’s Form or you may also email mayorandcouncil@trophyclub.orgANNOUNCEMENTS AND REPORTS1.Business Spotlight – Dan’s Bagels2.Recognition of Trophy Club Triton Swim Team for Winning the 2021 Texas AmateurAthletic Federation State Championship. (T. Jaramillo)3.Recognition of Trophy Club Police Officer Kenneth “Trey” Richardson for receiving the“Enforcement Hero Award” – Denton Police Chief Frank Dixon and Trophy Club PoliceChief Patrick Arata.4.“Patriot Day Remembrance” Ceremony on September 11, 2021.  (W. Carroll)PROCLAMATION(S)5.Issuance of Proclamation 2021­20 recognizing September 6 through September 10,2021 as “National Payroll Week” in Trophy Club.  (Mayor Fleury)6.Issuance of Proclamation 2021­21 proclaiming September 2021 as “Live UnitedMonth” in Trophy Club. (Mayor Fleury)7.Issuance of Proclamation 2021­22 proclaiming September 11, 2021 as “Patriot Day” inTrophy Club. (Mayor Fleury) CONSENT AGENDA8.Take appropriate action to approve the Regular Meeting Minutes of August 10, 2021.(L. Vacek)9.Take appropriate action to approve Resolution 2021­07 for a Negotiated Settlementbetween the ATMOS Cities Steering Committee and ATMOS Energy Corp., Mid­TexDivision regarding the Company’s 2021 Rate Review Mechanism Filing; Declaringexisting rates to be unreasonable, and Adopting Tariffs that reflect rate adjustmentsconsistent with the negotiated settlement. (M. Erwin) 10.Take appropriate action regarding an Amendment to the Interlocal Agreementbetween the Town and Northwest Independent School District for School ResourceOfficer Services for Fiscal Year 2021­2022; authorizing the Mayor or her designee toexecute all necessary documents. (P. Arata)11.Take appropriate action approving Ordinance 2021­16 amending the Town of TrophyClub Sign Ordinance providing for election signs to be placed 90 days before anelection and removed 10 days after an election as recommended by the Planningand Zoning Commission.  (M. Cox)12.Take appropriate action to approve an Interlocal Agreement (ILA) with the Town ofTrophy Club and the Municipal Utility District No. 1 for Fire Protection Services. (W.Carroll)PUBLIC HEARING(S)13.Conduct a Public Hearing on the Town of Trophy Club’s Fiscal Year 2021­2022Annual Budget. (W. Carroll) INDIVIDUAL ITEMS14.Take appropriate action to approve Ordinance 2021­13 adopting the Town of TrophyClub Fiscal Year 2021­2022 Budget.  (W. Carroll)15.Take appropriate action to approve Ordinance 2021­14 authorizing the issuance ofthe Town of Trophy Club, Texas, Combination Tax and Revenue Certificates ofObligation, Series 2021; levying a tax, and providing for the security for and paymentof said certificates; awarding the sale of the certificates; authorizing the executionand delivery of a paying agent agreement; approving the official statement; enactingother provisions related to the subject. (M. Erwin)16.Take appropriate action approving Ordinance 2021­15 accepting the PublicImprovement District (PID) Service and Assessment Plan for Infrastructure. (M.Erwin)17.Take appropriate action approving the Annual Licensing and Support from TylerTechnologies (Incode).  (M. Erwin)18.Future Agenda Items List. (W. Carroll)19.Take appropriate action to accept the Resignations from Greg Wilson, CouncilMember, Place 2 and Michael Geraci, Council Member, Place 5. (Mayor Fleury)20.Take appropriate action approving Order/Ordinance 2021­17 Calling aSpecial Election of the Town of Trophy Club to be held on Tuesday, November 2,2021, for the purpose of electing Two  (2) Council Members.  One Council Memberfor Place No. 2 for an Unexpired Term of Office to expire May 2023 and one CouncilMember for Place No. 5 for an Unexpired Term of Office to expire May 2022. (L.Vacek)a) Approving Election Contracts with Denton County and Tarrant County for theNovember 2, 2021 Special Election. EXECUTIVE SESSION21.Executive Session pursuant to the following section(s) of the Texas GovernmentCode, Annotated Chapter 551 (Texas Open Meetings Act).Section 551.071 Consultation with Attorney – Discussion on an Interlocal  Agreementbetween the Town of Trophy Club and Municipal Utility District No. 1. Section 551.074 Personnel Mattersa) Municipal Court Judge and Court Clerk  Positions. b) Zoning Board of Adjustment Appointments.RECONVENE INTO REGULAR SESSION 22.Take appropriate action on the Executive Session Item(s). ADJOURN One or more members of the Town Council may participate remotely using video conferencing pursuant to Chapter 551 of the Texas Government Code. The Town Council may convene into executive session to discuss posted items as allowed by the Texas Open Meeting Act, LGC.551.071 CERTIFICATION I certify that the above notice was posted on the bulletin board at Trophy Club Town Hall, 1 Trophy Wood Drive, Trophy Club, Texas, on August 20, 2021 by 5:00 pm in accordance with Chapter 551, Texas Government Code. ________________________________________ Leticia Vacek, TRMC/CMC/MMC Town Governance Officer/Town Secretary/RMO If you plan to attend this public meeting and have a disability that requires special needs, please contact the Town Secretary’s Office at 682­237­2900, 48 hours in advance, and reasonable accommodations will be made to assist you. 4 Proclamation 2021-20 Town of Trophy Club, Texas A PROCLAMATION OF THE TROPHY CLUB TOWN COUNCIL SUPPORTING SEPTEMBER 6 THROUGH SEPTEMBER 12, 2021 AS NATIONAL PAYROLL WEEK IN TROPHY CLUB. WHEREAS, the American Payroll Association and its more than 20,000 members launched a nationwide public awareness campaign that pays tribute to the nearly 150 million people who work in the United States and the payroll professionals who support the paying of wages, reporting worker earnings and withholding federal employment taxes; and WHEREAS; payroll professionals in Trophy Club play a key role in carrying out such diverse tasks as paying into the unemployment insurance system, providing information for child support enforcement, and carrying out tax withholding reporting and depositing; and WHEREAS, payroll departments collectively spend more than $2.4 trillion annually complying with a myriad of federal and state wage and tax laws; and WHEREAS, payroll professionals meet regularly with federal and state tax officials to discuss both improving compliance with government procedures and how compliance can be achieved at less cost to both government and businesses; and WHEREAS, the week in which Labor Day falls has been proclaimed National Payroll Week, I hereby give additional support to the efforts of the people who work in Trophy Club, Texas and of the payroll profession by proclaiming the first full week of September Payroll Week for Trophy Club, Texas. NOW, THEREFORE, I, MAYOR ALICIA L. FLEURY, PROCLAIM SEPTEMBER 6, 2021 THROUGH SEPTEMBER 12, 2021 IN TROPHY CLUB, TEXAS AS: “NATIONAL PAYROLL WEEK“ PASSED AND APPROVED by the Trophy Club Town Council, this 24th day of August 2021. Leticia Vacek, TRMC/CMC/MMC Alicia L. Fleury, Mayor Town Governance Officer/ Town Secretary/RMO 5 Proclamation 2021-21 Town of Trophy Club, Texas A PROCLAMATION OF THE TROPHY CLUB TOWN COUNCIL SUPPORTING SEPTEMBER 2021 AS LIVE UNITED MONTH IN TROPHY CLUB. WHEREAS, United Way of Denton County is unparalleled in the power to convene partners, providers, and resources to address the needs of the area in crisis; and WHEREAS, United Way of Denton County has been identifying Denton County’s needs and responding to them for over 66 years; and WHEREAS, United Way of Denton County works with a network of nonprofits across Denton County to address needs, including feeding those who face food insecurity; preparing children for success in school, work, and life; and connecting families facing crisis with resources to pay bills and stay in their homes; and WHEREAS, United Way of Denton County is committed this year more than ever before to bring people together to help our communities recover and thrive. NOW, THEREFORE, I, MAYOR ALICIA L. FLEURY, ASK YOU TO JOIN THE UNITED WAY OF DENTON COUNTY BOARD OF DIRECTORS, DONORS, VOLUNTEERS AND PARTNERS IN CALLING ON ALL RESIDENTS OF THE TOWN OF TROPHY CLUB, TEXAS, TO LIVE UNITED AND HEREBY PROCLAIM SEPTEMBER 2021 AS: “LIVE UNITED MONTH IN TROPHY CLUB” PASSED AND APPROVED by the Trophy Club Town Council, this 24th day of August 2021. Leticia Vacek, TRMC/CMC/MMC Alicia L. Fleury, Mayor Town Governance Officer/ Town Secretary/RMO 6 August 10, 2021 Page 1 of 4 TOWN OF TROPHY CLUB TOWN COUNCIL REGULAR SESSION MINUTES Tuesday, August 10, 2021; 7 PM The Trophy Club Town Council met in a Regular Meeting on Tuesday, August 10, 2021. The meeting was held at Town Hall, 1 Trophy Wood Drive in the Council Chambers. TOWN COUNCIL MEMBERS PRESENT: Alicia L. Fleury Mayor Greg Lamont Mayor Pro Tem, Place 1 Greg Wilson Council Member, Place 2 Dennis Sheridan Council Member, Place 3 Karl Monger Council Member, Place 4 Michael Geraci Council Member, Place 5 (participated via Video Conference) Philip Shoffner Council Member, Place 6 STAFF PRESENT: Wade Carroll Town Manager Leticia Vacek Town Governance Officer/Town Secretary/RMO David Dodd Town Attorney Patrick Arata Police Chief Jack Taylor Fire Chief Tony Jaramillo Director of Parks and Recreation Matt Cox Director of Community Development Mike Erwin Finance Manager Jill Lind Communications & Marketing Manager OTHERS PRESENT: Monica DeCicco Mayor for a Day CALL TO ORDER AND ANNOUNCE A QUORUM Mayor Fleur introduced Monica DeCicco, who would serve as Mayor for a Day. Mayor for a Day DeCicco called the meeting to order at 7 PM and noted a quorum present. Mayor Fleury added that INVOCATION Reverend Bill Eason, from Fellowship United Methodist Church, delivered the Invocation. He reminded all that we are called to live righteous with justice, peace, holiness, compassion and mercy. He prayed as this time is spent together, we are given gifts of discernment, wisdom, and vision. He asked for those who lead be given clarity of thought as decisions are made. Lastly, to hear the cry of the poor, eyes to see the needs of the sick, hearts to beat in rhythm with God, and for this community to stand as a Beacon of Hope, Peace, and Justice. PLEDGES Mayor for a Day DeCicco led the pledges to the American Flag and Texas Flag. PUBLIC COMMENT(S) Mayor Fleury called upon Ms. LuAnne Wing of 1115 Wilshire Drive, Trophy Club to speak. Ms. Wing spoke in regards to political signage being removed after an election and presented information regarding political propaganda, as well as submitting a list of definitions and a book list in regards to the topic “The Big Lie”. She also reviewed the latest Covid statistics. 7 August 10, 2021 Page 2 of 4 ANNOUNCEMENTS AND REPORTS 1. Business Spotlight – The Trophy Table Mayor Fleury welcomed Mr. Kevin von Ehrenfried, owner of The Trophy Table to Trophy Club, and thanked him for being proactive in listening to community feedback. Mayor Fleury also recognized Town Hall Staff for their efforts relating to the restaurant opening. Mr. von Ehrenfried offered his sincere thanks to everyone for their support and stated all feedback and suggestions are welcomed. He provided the hours of operation: Monday – Sunday, 11 AM – 12 midnight, with Happy Hour being served Monday – Friday from 4pm-7pm and specials provided Saturday and Sunday. Mayor Fleury also mentioned LIVE Music from Thursday thru Sunday. PROCLAMATIONS 2. Issuance of Proclamation 2021-18 proclaiming August 10, 2021 as “Monica DeCicco, Mayor for a Day” in Trophy Club, Texas. (Mayor Fleury) Mayor Fleury read and moved to approve Proclamation 2021-18. Council Member Monger seconded the motion. The motion carried as follows: AYE: Wilson, Sheridan, Monger, Geraci, Shoffner, Mayor Pro Tem Lamont, Mayor Fleury NAY: None ABSENT: None 3. Issuance of Proclamation 2021-19 proclaiming August 12, 2021 as “International Youth Day” in Trophy Club, Texas. (Mayor Fleury) Mayor for a Day DiCicco read and moved to approve Proclamation 2021-19. Mayor Fleury seconded the motion. The motion carried as follows: AYE: Wilson, Sheridan, Monger, Geraci, Shoffner, Mayor Pro Tem Lamont, Mayor Fleury NAY: None ABSENT: None CONSENT AGENDA 4. Take appropriate action approving the Special Joint Meeting and Regular Meeting Minutes of July 27, 2021. (L. Vacek) 5. Resolution 2021-06 amending Resolution 2020-01 by updating the designation of Wade Carroll as Town Manager as the grantee’s authorized official to apply for, accept, reject, alter, terminate, and execute all necessary documents of the grant application for the Drug Interdiction and Juvenile Resource Officer Program for the 2020-2021 Fiscal Year. (P. Arata) 6. Take appropriate action approving the change of date for the Trophy Club Town Council Regular Meetings to the 2nd and 4th Monday of each month (excluding November 22 and December 27) effective August 23, 2021 through December 13, 2021 (K. Monger & P. Shoffner) Mayor Pro Tem Lamont moved to remove Item 6 from Consent and to approve Consent Agenda Items 4 and 5. Council Member Monger seconded the motion. The motion carried as follows: AYE: Wilson, Sheridan, Monger, Geraci, Shoffner, Mayor Pro Tem Lamont, Mayor Fleury NAY: None ABSENT: None 8 August 10, 2021 Page 3 of 4 Mayor Pro Tem Lamont moved to approve Item 6 by changing the Trophy Club Town Council Regular Meetings to the 2nd and 4th Monday of each month, excluding November 22 and December 27, 2021, effective August 25, 2021 through December 13, 2021. Council Member Monger seconded the motion. The motion carried as follows: AYE: Wilson, Sheridan, Monger, Geraci, Shoffner, Mayor Pro Tem Lamont, Mayor Fleury NAY: None ABSENT: None INDIVIDUAL ITEMS 7. Presentation of the FY 2022 Proposed Budget; and take appropriate action scheduling the Budget Public Hearing on August 24, 2021. (W. Carroll) Town Manager Carroll thanked the Budget Sub-Committee for their feedback and suggestions, as well as the citizen feedback received through the 2021 Citizen Survey. He highlighted two items that were the focus of the proposed budget from the citizen survey; maintaining the service levels and keeping the tax rate the same. Finance Manager Erwin presented the Trophy Club FY 2022 Proposed Budget. He commented that the citizen survey was a good tool when preparing the proposed budget. Mr. Erwin highlighted maintaining the current tax rate, additional police funding, compensation study, General Fund Expenditures, Capital Expenditure, and eliminating five staff positions. Mr. Erwin recommended utilizing HOT Funds for the 4th of July Event. Mayor Fleury noted that Town Manager Carroll contacted the hotels to verify that there was in fact an uptick with reservations for the July 4th Holiday and thanked Mr. Carroll in doing so. Council Member Shoffner asked if the Asset Forfeiture Fund was still available from the amount set aside in 2015 noting the fund could be used to purchase the Police Radio Expenditure. Chief Arata confirmed that the Police Department has used around $6,000 - $8,000 per year of the amount but added it resides within the General Fund. A brief discussion was held on the Parks & Recreation Capital Equipment Replacement Fund. Mayor Pro Tem Lamont moved to schedule the Budget Public Hearing for August 24, 2021 at 7PM. Council Member Shoffner seconded the motion. The motion carried as follows: AYE: Wilson, Sheridan, Monger, Geraci, Shoffner, Mayor Pro Tem Lamont, Mayor Fleury NAY: None ABSENT: None 8. Take appropriate action setting the Not to Exceed FY 2022 Proposed Tax Rate of $0.446442/$100 and scheduling the Tax Rate Public Hearing for September 13, 2021. (M. Erwin) 9. Future Agenda Items List. (W. Carroll) Mr. Carroll presented the Future Agenda Items List and asked the Town Attorney to address the Sign Ordinance Item. Town Attorney Dodd presented a newspaper article that pertained to the City of Grapevine addressing specific language regarding the Presidential Election and the current President and noted that the Town is not able to make any changes at this time. Mr. Dodd reported that the Constitutional Law and Freedom of Speech is the most protected speech in the United States and does apply to anything political in nature, not just during an election. Council Member Sheridan asked how an HOA would address this issue. Mr. Dodd stated that HOA Law is different as it is not a government entity. Mayor Fleury asked if the definition is such that certain political signs do not meet those definitions. Mr. Dodd stated that the general rule states that citizens may say anything they want, unless it becomes dangerous. Mayor Fleury reminded Ms. Wing when an item is placed on the agenda, she is welcome to speak but at this time, the Future Agenda Items List is being addressed and thanked her for understanding. Mr. Carroll stated this was the opportunity for Mr. Dodd to provide a legal explanation of Item #4 on the list. Mr. Carroll added that Council Member Sheridan’s suggestion at the 7/27/21 Council Meeting did not receive a second to require this item to be placed on the list. An opportunity for a second to add the Sign Ordinance item to the Future Agenda Items List was provided. There being none; said item will be removed from the list. Mayor Fleury reminded Ms. Wing an opportunity to speak on this subject would be provided at a future Council Meeting and asked that she refrain from commenting. Mr. Dodd added that the Town could not regulate any content of signage. No other future agenda items were received from Council at 9 August 10, 2021 Page 4 of 4 this time. 10. Executive Session pursuant to the following sections of the Texas Government Code, Annotated, Chapter 551 (Texas Open Meetings Act). Mayor Fleury recessed the meeting into Executive Session at 7:54 PM pursuant to the following section of the Texas Government Code, Annotated, Chapter 551 (Texas Open Meetings Act): Section 551.087 Consultation with Attorney – Discussion and possible action on an Interlocal agreement between the Town of Trophy Club and the Municipal Utility District. No. 1 Reconvened into Open Session Mayor Fleury reconvened the meeting into Regular Session at 8:35 PM. 11. Take appropriate action regarding Executive Session. Mayor Fleury announced no action. ADJOURNMENT Mayor Fleury adjourned the meeting at 8:35 PM. _ Alicia L. Fleury, Mayor Attest: _ Leticia Vacek, TRMC/CMC/MMC Town Governance Officer/Town Secretary/RMO 10 To: Mayor and Town Council From: Mike Erwin, Finance Manager CC: Wade Carroll, Town Manager Leticia Vacek, Town Secretary Re: Atmos Rate Settlement Town Council Meeting, Tuesday, August 24, 2021 Agenda Item: An ordinance of the Town Council of the town of Trophy Club, Texas, approving a negotiated settlement between the Atmos Cities Steering Committee (“ACSC”) and Atmos Enery Corp., Mid- Tex Division regarding the company’s 2020 rate review mechanism filings; declaring existing rates to be unreasonable; adopting tariffs that reflect rate adjustments consistent with the negotiated settlement; finding the rates to be set by the settlement tariffs to be just and reasonable and in the public interest; requiring the company’s ACSC’s reasonable ratemaking expenses; determining that this ordinance was passed in accordance with the requirements of the Texas open meetings act; adopting a savings clause declaring an effective date; and requiring delivery of the ordinance to the company and the ACSC’s legal counsel. Explanation: The City, along with 171 other Mid-Texas cities served by Atmos Energy Corporation, Mid-Tex Division (“Atmos Mid-Tex” or “Company”), is a member of the Atmos Cities Steering Committee (“ACSC”). In 2007, ACSC and Atmos Mid-Tex settled a rate application filed by the Company pursuant to Section 104.301 of the Texas Utilities Code for an interim rate adjustment commonly referred to as a GRIP filing (arising out of the Gas Reliability Infrastructure Program legislation). That settlement created a substitute rate review process, referred to as Rate Review Mechanism (“RRM”), as a substitute for future filings under the GRIP statute. Since 2007, there have been several modifications to the original RRM Tariff. The most recent iteration of an RRM Tariff was reflected in an ordinance adopted by ACSC members in 2018. On or about April 1, 2021, the Company filed a rate request pursuant to the RRM Tariff adopted by ACSC members. The Company claimed that its cost-of-service in a test year ending December 31, 2020, entitled it to additional system-wide revenues of $43.4 million. Application of the standards set forth in ACSC’s RRM Tariff reduces the Company’s request to $40.5 million, $29.3 million of which would be applicable to ACSC members. ACSC’s consultants concluded that the system-wide deficiency under the RRM regime should be $22.34 million instead of the claimed $40.5 million. The amount of the $22.34 million deficiency applicable to ACSC members would be $16.8 million.11 Page 2 of 4 After the Company reviewed ACSC’s consultants’ report, ACSC’s Executive Committee and the Company negotiated a settlement whereby the Company would receive an increase of $22.78 million from ACSC Cities, but with a two-month delay in the Effective Date until December 1, 2021. This should save ACSC cities approximately $3.8 million. The Executive Committee recommends a settlement at $22.78 million. The Effective Date for new rates is December 1, 2021. ACSC members should take action approving the Resolution before October 1, 2021. PROOF OF REVENUES Atmos generated proof that the rate tariffs attached to the Resolution will generate $22.78 million in additional revenues from ACSC Cities. That proof is attached as Attachment 1 to this Staff Report. ACSC consultants have agreed that Atmos’ Proof of Revenues is accurate. BILL IMPACT The impact of the settlement on average residential rates is an increase of $1.28 on a monthly basis, or 2.2 percent. The increase for average commercial usage will be $4.03 or 1.61 percent. A bill impact comparison is attached as Attachment 2. SUMMARY OF ACSC’S OBJECTION TO THE UTILITIES CODE SECTION 104.301 GRIP PROCESS ACSC strongly opposed the GRIP process because it constitutes piecemeal ratemaking by ignoring declining expenses and increasing revenues while rewarding the Company for increasing capital investment on an annual basis. The GRIP process does not allow any review of the reasonableness of capital investment and does not allow cities to participate in the Railroad Commission’s review of annual GRIP filings or allow recovery of Cities’ rate case expenses. The Railroad Commission undertakes a mere administrative review of GRIP filings (instead of a full hearing) and rate increases go into effect without any material adjustments. In ACSC’s view, the GRIP process unfairly raises customers’ rates without any regulatory oversight. In contrast, the RRM process has allowed for a more comprehensive rate review and annual evaluation of expenses and revenues, as well as capital investment. RRM SAVINGS OVER GRIP While residents outside municipal limits must pay rates governed by GRIP, there are some cities served by Atmos Mid-Tex that chose to remain under GRIP rather than adopt RRM. Additionally, the City of Dallas adopted a variation of RRM which is referred to as DARR. When new rates become effective on December 1, 2020, ACSC residents will maintain a slight economic monthly advantage over GRIP and DARR rates. See Attachment 3. 12 Page 3 of 4 EXPLANATION OF “BE IT RESOLVED” PARAGRAPHS: 1. This section approves all findings in the Resolution. 2. This section adopts the RRM rate tariffs and finds the adoption of the new rates to be just, reasonable, and in the public interest. 3. This section makes it clear that Cities may challenge future costs associated with gas leaks like the explosion in North Dallas or the evacuation in Georgetown. 4. This section finds that existing rates are unreasonable. Such finding is a necessary predicate to establishment of new rates. The new tariffs will permit Atmos Mid-Tex to recover an additional $22.78 million from ACSC Cities. 5. This section approves an exhibit that establishes a benchmark for pensions and retiree medical benefits to be used in future rate cases or RRM filings. 6. This section approves an exhibit to be used in future rate cases or RRM filings regarding recovery of regulatory liabilities, such as excess deferred income taxes. 7. This section requires the Company to reimburse the City for expenses associated with review of the RRM filing, settlement discussions, and adoption of the Resolution approving new rate tariffs. 8. This section repeals any resolution or ordinance that is inconsistent with the Resolution. 9. This section finds that the meeting was conducted in compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. 10. This section is a savings clause, which provides that if any section is later found to be unconstitutional or invalid, that finding shall not affect, impair, or invalidate the remaining provisions of this Resolution. This section further directs that the remaining provisions of the Resolution are to be interpreted as if the offending section or clause never existed. 11. This section provides for an effective date upon passage. December 1, 2021 represents a two month delay in the Effective Date established by the RRM tariff. 12. This section directs that a copy of the signed Resolution be sent to a representative of the Company and legal counsel for ACSC. The Legislature’s GRIP process allowed gas utilities to receive annual rate increases associated with capital investments. The RRM process has proven to result in a more efficient and less costly (both from a consumer rate impact perspective and from a ratemaking perspective) than the GRIP process. Given Atmos Mid-Tex’s claim that its historic cost of service should entitle it to recover $43.4 million in additional system-wide revenues, the RRM settlement at $22.78 million for ACSC Cities reflects substantial savings to ACSC Cities. Settlement at $22.78 million (plus $3.8 of additional savings due to the two-month delay) is fair and reasonable. The ACSC Executive Committee consisting of city employees of 18 ACSC members urges all ACSC members to pass the Resolution before October 1, 2021. New rates become effective December 1, 2021. Attachments: Attachment #1 – Proof of Revenues Attachment #2 – Bill Impact Attachment #3 – RRM Monthly Savings over GRIP and DARR Rates Exhibit A – Mid-Tex Tariffs Exhibit B – Mid-Tex 2020 Benchmark for Pensions and Retiree Benefits13 Page 4 of 4 Exhibit C- Mid-Tex 2020 Schedule for Amortization for Regulatory Liability Recommendation: Staff recommends approval of Resolution No.2021 - 07 as presented. 14 RESOLUTION NO. 2021 - 07 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB TEXAS, APPROVING A NEGOTIATED SETTLEMENT BETWEEN THE ATMOS CITIES STEERING COMMITTEE (“ACSC”) AND ATMOS ENERGY CORP., MID-TEX DIVISION REGARDING THE COMPANY’S 2021 RATE REVIEW MECHANISM FILING; DECLARING EXISTING RATES TO BE UNREASONABLE; ADOPTING TARIFFS THAT REFLECT RATE ADJUSTMENTS CONSISTENT WITH THE NEGOTIATED SETTLEMENT; FINDING THE RATES TO BE SET BY THE ATTACHED SETTLEMENT TARIFFS TO BE JUST AND REASONABLE AND IN THE PUBLIC INTEREST; APPROVING AN ATTACHED EXHIBIT ESTABLISHING A BENCHMARK FOR PENSIONS AND RETIREE MEDICAL BENEFITS; APPROVING AN ATTACHED EXHIBIT REGARDING AMORTIZATION OF REGULATORY LIABILITY; REQUIRING THE COMPANY TO REIMBURSE ACSC’S REASONABLE RATEMAKING EXPENSES; DETERMINING THAT THIS RESOLUTION WAS PASSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE TEXAS OPEN MEETINGS ACT; ADOPTING A SAVINGS CLAUSE; DECLARING AN EFFECTIVE DATE; AND REQUIRING DELIVERY OF THIS RESOLUTION TO THE COMPANY AND THE ACSC’S LEGAL COUNSEL. WHEREAS, the Town of Trophy Club, Texas (“Town”) is a gas utility customer of Atmos Energy Corp., Mid-Tex Division (“Atmos Mid-Tex” or “Company”), and a regulatory authority with an interest in the rates, charges, and services of Atmos Mid-Tex; and WHEREAS, the Town is a member of the Atmos Cities Steering Committee (“ACSC”), a coalition of similarly-situated cities served by Atmos Mid-Tex (“ACSC Cities”) that have joined together to facilitate the review of, and response to, natural gas issues affecting rates charged in the Atmos Mid-Tex service area; and WHEREAS, ACSC and the Company worked collaboratively to develop a Rate Review Mechanism (“RRM”) tariff that allows for an expedited rate review process by ACSC Cities as a substitute to the Gas Reliability Infrastructure Program (“GRIP”) process instituted by the 15 RESOLUTION NO. 2021-07 2557/33/8275501 2 Legislature, and that will establish rates for the ACSC Cities based on the system-wide cost of serving the Atmos Mid-Tex Division; and WHEREAS, the current RRM tariff was adopted by the Town in a rate ordinance in 2018; and WHEREAS, on about April 1, 2021, Atmos Mid-Tex filed its 2021 RRM rate request with ACSC Cities based on a test year ending December 31, 2020; and WHEREAS, ACSC coordinated its review of the Atmos Mid-Tex 2021 RRM filing through its Executive Committee, assisted by ACSC’s attorneys and consultants, to resolve issues identified in the Company’s RRM filing; and WHEREAS, the Executive Committee, as well as ACSC’s counsel and consultants, recommend that ACSC Cities approve an increase in base rates for Atmos Mid-Tex of $22.78 million applicable to ACSC Cities with an Effective Date of December 1, 2021; and WHEREAS, ACSC agrees that Atmos’ plant-in-service is reasonable; and WHEREAS, with the exception of approved plant-in-service, ACSC is not foreclosed from future reasonableness evaluation of costs associated with incidents related to gas leaks; and WHEREAS, the two month delayed Effective Date from October 1 to December 1 will save ACSC ratepayers approximately $3.8 million off new rates imposed by the attached tariffs (Exhibit A); and WHEREAS, the attached tariffs (Exhibit A) implementing new rates are consistent with the recommendation of the ACSC Executive Committee, are agreed to by the Company, and are just, reasonable, and in the public interest; and WHEREAS, the settlement agreement sets a new benchmark for pensions and retiree medical benefits (Exhibit B); and 16 RESOLUTION NO. 2021-07 2557/33/8275501 3 WHEREAS, the settlement agreement establishes an amortization schedule for regulatory liability prepared by Atmos Mid-Tex (Exhibit C); and WHEREAS, the RRM Tariff contemplates reimbursement of ACSC’s reasonable expenses associated with RRM applications; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. That the findings set forth in this Resolution are hereby in all things approved. Section 2. That, without prejudice to future litigation of any issue identified by ACSC, the Town Council finds that the settled amount of an increase in revenues of $22.78 million for ACSC Cities represents a comprehensive settlement of gas utility rate issues affecting the rates, operations, and services offered by Atmos Mid-Tex within the municipal limits arising from Atmos Mid-Tex’s 2021 RRM filing, is in the public interest, and is consistent with the Town’s authority under Section 103.001 of the Texas Utilities Code. Section 3. That despite finding Atmos Mid-Tex’s plant-in-service to be reasonable, ACSC is not foreclosed in future cases from evaluating the reasonableness of costs associated with incidents involving leaks of natural gas. Section 4. That the existing rates for natural gas service provided by Atmos Mid-Tex are unreasonable. The new tariffs attached hereto and incorporated herein as Exhibit A, are just and reasonable, and are designed to allow Atmos Mid-Tex to recover annually an additional $22.78 million from customers in ACSC Cities, over the amount allowed under currently approved rates. Such tariffs are hereby adopted. 17 RESOLUTION NO. 2021-07 2557/33/8275501 4 Section 5. That the ratemaking treatment for pensions and retiree medical benefits in Atmos Mid-Tex’s next RRM filing shall be as set forth on Exhibit B, attached hereto and incorporated herein. Section 6. That subject to any future settlement or decision regarding the balance of Excess Deferred Income Tax to be refunded to ratepayers, the amortization of regulatory liability shall be consistent with the schedule found in Exhibit C, attached hereto and incorporated herein. Section 7. That Atmos Mid-Tex shall reimburse the reasonable ratemaking expenses of the ACSC in processing the Company’s 2021 RRM filing. Section 8. That to the extent any resolution or ordinance previously adopted by the Council is inconsistent with this Resolution, it is hereby repealed. Section 9. That the meeting at which this Resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. Section 10. That if any one or more sections or clauses of this Resolution is adjudged to be unconstitutional or invalid, such judgment shall not affect, impair, or invalidate the remaining provisions of this Resolution, and the remaining provisions of the Resolution shall be interpreted as if the offending section or clause never existed. Section 11. That consistent with the Town Ordinance that established the RRM process, this Resolution shall become effective from and after its passage with rates authorized by attached tariffs to be effective for bills rendered on or after December 1, 2021. Section 12. That a copy of this Resolution shall be sent to Atmos Mid-Tex, care of Chris Felan, Vice President of Rates and Regulatory Affairs Mid-Tex Division, Atmos Energy Corporation, 5420 LBJ Freeway, Suite 1862, Dallas, Texas 75240, and to Thomas Brocato, 18 RESOLUTION NO. 2021-07 2557/33/8275501 5 General Counsel to ACSC, at Lloyd Gosselink Rochelle & Townsend, P.C., 816 Congress Avenue, Suite 1900, Austin, Texas 78701. DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF ____________________, TEXAS, BY A VOTE OF ____ TO ____, ON THIS THE DAY OF , 2021. Mayor ATTEST: Town Secretary APPROVED AS TO FORM: ______________________________ Town Attorney 19 Attachment 1 to Model Staff Report 2021 RRM Proof of Revenues 20 Line No. Customer Class Current Proposed Bills Ccf/MmBtuCurrent RevenuesProposed RevenuesIncrease(a) (b) (c) (d) (e) (f) (g) (h)1Residential2 Customer Charge 20.25$ 20.85$ 13,861,632 280,698,048$ 289,015,027$ 8,316,979$ 3 Consumption Charge 0.26651 0.27979 627,298,034 167,181,199 175,511,717 8,330,518$ 4 Revenue Related Taxes30,398,805 31,528,717 5 Total Class Revenue478,278,052$ 496,055,461$ 17,777,409$ 67Commercial8 Customer Charge 54.50$ 56.50$ 1,094,352 59,642,184$ 61,830,888$ 2,188,704$ 9 Consumption Charge 0.11728 0.12263 363,850,875 42,672,431 44,619,033 1,946,602$ 10 Revenue Related Taxes6,944,376 7,225,051 11 Total Class Revenue109,258,991$ 113,674,972$ 4,415,981$ 1213Industrial & Transportation14 Customer Charge 1,014.50$ 1,054.75$ 7,056 7,158,312$ 7,442,316$ 284,004$ 15 Consumption Charge Tier 1 0.4157$ 0.4330$ 7,479,741 3,109,328 3,238,728 129,400$ 16 Consumption Charge Tier 2 0.3044$ 0.3171$ 8,282,846 2,521,298 2,626,490 105,192$ 17 Consumption Charge Tier 3 0.0653$ 0.0680$ 13,018,926 850,136 885,287 35,151$ 18 Revenue Related Taxes925,722 963,306 19 Total Class Revenue14,564,796$ 15,156,127$ 591,331$ 2021Total Excluding Other Revenue602,101,840$ 624,886,561$ 22,784,721$ 21,336,550$222324Revenue Related Tax Factor6.7873%ATMOS ENERGY CORP., MID-TEX DIVISIONRRM CITIES RATE REVIEW MECHANISMPROOF OF REVENUES - RRM CITIESTEST YEAR ENDING DECEMBER 31, 202021 Attachment 2 to 2021 RRM Staff Report Bill Impact 22 Line No.1Rate R @ 45.2 CcfCurrent Proposed Change2 Customer charge20.25$ 3 Consumption charge 45.2 CCF X 0.26651$ = 12.05 4 Rider GCR Part A 45.2 CCF X 0.16000$ = 7.23 5 Rider GCR Part B 45.2 CCF X 0.33320$ = 15.06 6 Subtotal54.59$ 7 Rider FF & Rider TAX 54.59$ X 0.06787 = 3.71 8 Total58.30$ 910 Customer charge20.85$ 11 Consumption charge 45.2 CCF X 0.27979$ = 12.65 12 Rider GCR Part A 45.2 CCF X 0.16000$ = 7.23 13 Rider GCR Part B 45.2 CCF X 0.33320$ = 15.06 14 Subtotal55.79$ 15 Rider FF & Rider TAX 55.79$ X 0.06787 = 3.79 16 Total59.58$ 1.28$ 172.20%1819Rate C @ 332.5 CcfCurrent Proposed Change20 Customer charge54.50$ 21 Consumption charge 332.5 CCF X 0.11728$ = 38.99 22 Rider GCR Part A 332.5 CCF X 0.16000$ = 53.20 23 Rider GCR Part B 332.5 CCF X 0.26321$ = 87.51 24 Subtotal234.20$ 25 Rider FF & Rider TAX 234.20$ X 0.06787 = 15.90 26 Total250.10$ 2728 Customer charge56.50$ 29 Consumption charge 332.5 CCF X 0.12263$ = 40.77 30 Rider GCR Part A 332.5 CCF X 0.16000$ = 53.20 31 Rider GCR Part B 332.5 CCF X 0.26321$ = 87.51 32 Subtotal237.98$ 33 Rider FF & Rider TAX 237.98$ X 0.06787 = 16.15 34 Total254.13$ 4.03$ 351.61%ATMOS ENERGY CORP., MID-TEX DIVISIONAVERAGE BILL COMPARISON - BASE RATESTEST YEAR ENDING DECEMBER 31, 202023 36Rate I @ 4079 MMBTUCurrent Proposed Change37 Customer charge 1,014.50$ 38 Consumption charge 1,500 MMBTU X 0.4157$ = 623.55 39 Consumption charge 2,579 MMBTU X 0.3044$ = 785.05 40 Consumption charge 0 MMBTU X 0.0653$ = - 41 Rider GCR Part A 4,079 MMBTU X 1.5625$ = 6,373.46 42 Rider GCR Part B 4,079 MMBTU X 0.5380$ = 2,194.58 43 Subtotal10,991.14$ 44 Rider FF & Rider TAX 10,991.14$ X 0.06787 = 746.00 45 Total11,737.14$ 4647 Customer charge1,054.75$ 48 Consumption charge 1,500 MMBTU X 0.4330$ = 649.50 49 Consumption charge 2,579 MMBTU X 0.3171$ = 817.80 50 Consumption charge 0 MMBTU X 0.0680$ = - 51 Rider GCR Part A 4,079 MMBTU X 1.5625$ = 6,373.46 52 Rider GCR Part B 4,079 MMBTU X 0.5380$ = 2,194.58 53 Subtotal11,090.09$ 54 Rider FF & Rider TAX 11,090.09$ X 0.06787 = 752.72 55 Total11,842.81$ 105.67$ 560.90%57Rate T @ 4079 MMBTUCurrent Proposed Change58 Customer charge 1,014.50$ 59 Consumption charge 1,500 MMBTU X 0.4157$ = 623.55 60 Consumption charge 2,579 MMBTU X 0.3044$ = 785.05 61 Consumption charge 0 MMBTU X 0.0653$ = - 62 Rider GCR Part B 4,079 MMBTU X 0.5380$ = 2,194.58 63 Subtotal4,617.68$ 64 Rider FF & Rider TAX 4,617.68$ X 0.06787 = 313.41 65 Total4,931.09$ 6667 Customer charge1,054.75$ 68 Consumption charge 1,500 MMBTU X 0.4330$ = 649.50 69 Consumption charge 2,579 MMBTU X 0.3171$ = 817.80 70 Consumption charge 0 MMBTU X 0.0680$ = - 71 Rider GCR Part B 4,079 MMBTU X 0.5380$ = 2,194.58 72 Subtotal4,716.63$ 73 Rider FF & Rider TAX 4,716.63$ X 0.06787 = 320.13 74 Total5,036.76$ 105.67$ 752.14%24 Attachment 3 to 2021 RRM Staff Report RRM Monthly Savings Over GRIP and DARR Rates 25 ACSC DARR ATM ENVIRONS Settled Settled Filing Filing Customer Charge $20.85 $23.80 $27.68 $25.90 Monthly Ccf [1] 45.2 52.7 45.2 45.2 Consumption Charge $0.27979 $0.19526 $0.14846 $0.18653 Average Monthly Bill $33.50 $34.09 $34.39 $34.33 ‐$0.60 ‐$0.89 ‐$0.83 [1] Recognizes that average normal usage for Dallas residential customers is greater than Mid‐Tex average. ATMOS ENERGY CORP., MID‐TEX DIVISION RESIDENTIAL AVERAGE BILL COMPARISON (EXCLUDING GAS COSTS) 26 Mid-Tex Tariffs Effective December 1, 2021 Exhibit A to 2021 RRM Resolution or Ordinance 27 MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: R – RESIDENTIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Application Applicable to Residential Customers for all natural gas provided at one Point of Delivery and measured through one meter. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $ 20.85 per month Rider CEE Surcharge $ 0.05 per month1 Total Customer Charge $ 20.90 per month Commodity Charge – All Ccf $0.27979 per Ccf Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. 1Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2021. 28 MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: C – COMMERCIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Page Application Applicable to Commercial Customers for all natural gas provided at one Point of Delivery and measured through one meter and to Industrial Customers with an average annual usage of less than 30,000 Ccf. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $ 56.50 per month Rider CEE Surcharge $ 0.01 per month1 Total Customer Charge $ 56.51 per month Commodity Charge – All Ccf $ 0.12263 per Ccf Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance w ith Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. 1 Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2021. 29 MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: I – INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Application Applicable to Industrial Customers with a maximum daily usage (MDU) of less than 3,500 MMBtu per day for all natural gas provided at one Point of Delivery and measured through one meter. Service for Industrial Customers with an MDU equal to or greater than 3,500 MMBtu per day will be provided at Company's sole option and will require special contract arrangements between Company and Customer. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and MMBtu charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Meter $ 1,054.75 per month First 0 MMBtu to 1,500 MMBtu $ 0.4330 per MMBtu Next 3,500 MMBtu $ 0.3171 per MMBtu All MMBtu over 5,000 MMBtu $ 0.0680 per MMBtu Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Curtailment Overpull Fee Upon notification by Company of an event of curtailment or interruption of Customer’s deliveries, Customer will, for each MMBtu delivered in excess of the stated level of curtailment or interruption, pay Company 200% of the midpoint price for the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled “Daily Price Survey.” Replacement Index In the event the “midpoint” or “common” price for the Katy point listed in Platts Gas Daily in the table entitled “Daily Price Survey” is no longer published, Company will calculate the applicable imbalance fees utilizing a daily price index recognized as authoritative by the natural gas industry and most closely approximating the applicable index. 30 MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: I – INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. Special Conditions In order to receive service under Rate I, Customer must have the type of meter required by Company. Customer must pay Company all costs associated with the acquisition and installation of the meter. 31 MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: T – TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Application Applicable, in the event that Company has entered into a Transportation Agreement, to a customer directly connected to the Atmos Energy Corp., Mid-Tex Division Distribution System (Customer) for the transportation of all natural gas supplied by Customer or Customer’s agent at one Point of Delivery for use in Customer's facility. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's bill will be calculated by adding the following Customer and MMBtu charges to the amounts and quantities due under the riders listed below: Charge Amount Customer Charge per Meter $ 1,054.75 per month First 0 MMBtu to 1,500 MMBtu $ 0.4330 per MMBtu Next 3,500 MMBtu $ 0.3171 per MMBtu All MMBtu over 5,000 MMBtu $ 0.0680 per MMBtu Upstream Transportation Cost Recovery: Plus an amount for upstream transportation costs in accordance with Part (b) of Rider GCR. Retention Adjustment: Plus a quantity of gas as calculated in accordance with Rider RA. Franchise Fee Adjustment: Plus an amount for franchise fees c alculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Imbalance Fees All fees charged to Customer under this Rate Schedule will be charged based on the quantities determined under the applicable Transportation Agreement and quantities will no t be aggregated for any Customer with multiple Transportation Agreements for the purposes of such fees. Monthly Imbalance Fees Customer shall pay Company the greater of (i) $0.10 per MMBtu, or (ii) 150% of the difference per MMBtu between the highest and lowest “midpoint” price for the Katy point listed in Platts Gas Daily in the table entitled “Daily Price Survey” during such month, for the MMBtu of Customer’s monthly Cumulative Imbalance, as defined in the applicable Transportation Agreement, at the end of each month that exceeds 10% of Customer’s receipt quantities for the month. 32 MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE: T – TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Curtailment Overpull Fee Upon notification by Company of an event of curtailment or interruption of Customer’s deliveries, Customer will, for each MMBtu delivered in excess of the stated level of curtailment or interruption, pay Company 200% of the midpoint price for the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled “Daily Price Survey.” Replacement Index In the event the “midpoint” or “common” price for the Katy point listed in Platts Gas Daily in the table entitled “Daily Price Survey” is no longer published, Company will calculate the applicable imbalance fees utilizing a daily price index recognized as authoritative by the natural gas industry and most closely approximating the applicable index. Agreement A transportation agreement is required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company’s Tariff for Gas Service. Special Conditions In order to receive service under Rate T, customer must have the type of meter required by Company. Customer must pay Company all costs associated with the acquisition and installation of the m eter. 33 MID-TEX DIVISION ATMOS ENERGY CORPORATION RIDER: WNA – WEATHER NORMALIZATION ADJUSTMENT APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Provisions for Adjustment The Commodity Charge per Ccf (100 cubic feet) for gas service set forth in any Rate Schedules utilized by the cities of the Mid-Tex Division service area for determining normalized winter period revenues shall be adjusted by an amount hereinafter described, which amount is referred to as the "Weather Normalization Adjustment." The Weather Normalization Adjustment shall apply to all temperature sensitive residential and commercial bills based on meters read during the revenue mon ths of November through April. The five regional weather stations are Abilene, Austin, Dallas, Waco, and Wichita Falls . Computation of Weather Normalization Adjustment The Weather Normalization Adjustment Factor shall be computed to the nearest one-hundredth cent per Ccf by the following formula: (HSFi x (NDD-ADD) ) WNAFi = Ri (BLi + (HSFi x ADD) ) Where i = any particular Rate Schedule or billing classification within any such particular Rate Schedule that contains more than one billing classification WNAFi = Weather Normalization Adjustment Factor for the ith rate schedule or classification expressed in cents per Ccf Ri = Commodity Charge rate of temperature sensitive sales for the ith schedule or classification. HSFi = heat sensitive factor for the ith schedule or classification divided by the average bill count in that class NDD = billing cycle normal heating degree days calculated as the simple ten-year average of actual heating degree days. ADD = billing cycle actual heating degree days. Bli = base load sales for the ith schedule or classification divided by the average bill count in that class The Weather Normalization Adjustment for the jth customer in ith rate schedule is computed as: WNAi = WNAFi x qij Where qij is the relevant sales quantity for the jth customer in ith rate schedule. 34 MID-TEX DIVISION ATMOS ENERGY CORPORATION RIDER: WNA – WEATHER NORMALIZATION ADJUSTMENT APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE: Bills Rendered on or after 12/01/2021 PAGE: Base Use/Heat Use Factors Residential Commercial Base use Heat use Base use Heat use Weather Station Ccf Ccf/HDD Ccf Ccf/HDD Abilene 11.88 0.1459 85.39 0.6996 Austin 10.34 0.1452 194.82 0.9398 Dallas 15.21 0.1915 148.19 1.0986 Waco 10.63 0.1373 130.39 0.7436 Wichita Falls 12.63 0.1398 109.17 0.5803 Weather Normalization Adjustment (WNA) Report On or before June 1 of each year, the company posts on its website at atmosenergy.com/mtx-wna, in Excel format, a Weather Normalization Adjustment (WNA) Report to show how the company calculated its WNAs factor during the preceding winter season. Additionally, on or before June 1 of each year, the company files one hard copy and an Excel version of the WNA Report with the Railroad Commission of Texas' Gas Services Division, addressed to the Director of that Division. 35 Exhibit B to 2021 RRM Resolution or Ordinance Mid-Tex 2021 Benchmark for Pensions and Retiree Benefits 36 Line No. DescriptionPension Account PlanPost-Employment Benefit PlanPension Account PlanSupplemental Executive Benefit PlanPost-Employment Benefit PlanAdjustment Total(a) (b) (c) (d) (e) (f) (g)1Proposed Benefits Benchmark - Fiscal Year 2021 Willis Towers Watson Report as adjusted (1) (2) (3)2,917,949$ 4,908,358$ 5,447,063$ 293,818$ 6,600,073$ 2 Allocation to Mid-Tex 43.68% 43.68% 76.11% 100.00% 76.11%3Proposed Benefits Benchmark Costs Allocated to Mid-Tex (Ln 1 x Ln 2)1,274,655$ 2,144,130$ 4,145,546$ 293,818$ 5,023,057$ 4 O&M and Capital Allocation Factor 100.00% 100.00% 100.00% 100.00% 100.00%5Proposed Benefits Benchmark Costs to Approve (Ln 3 x Ln 4) (3)1,274,655$ 2,144,130$ 4,145,546$ 293,818$ 5,023,057$ 12,881,205$ 678Summary of Costs to Approve (1):910 O&M Expense Factor (WP_F-2.3, Ln 2) 75.07% 75.07% 38.66% 11.00% 38.66%111213Total Pension Account Plan956,873$ 1,602,484$ 2,559,357$ 14Total Post-Employment Benefit Plan1,609,582$ 1,941,691$ 3,551,272 15Total Supplemental Executive Benefit Plan32,322$ 32,322 16Total (Ln 13 + Ln 14 + Ln 15)956,873$ 1,609,582$ 1,602,484$ 32,322$ 1,941,691$ 6,142,952$ 1718Notes:19 1. Studies not applicable to Mid-Tex or Shared Services are omitted.202. Mid-Tex is proposing that the Fiscal Year 2021 Willis Towers Watson actuarial amounts shown on WP_F-2.3 and WP_F-2.3.1, be approved by the RRM Cities as the21 benchmark amounts to be used to calculate the regulatory asset or liability for future periods. The benchmark amount approved by the RRM Cities for future periods22 includes only the expense amount. The amount attributable to capital is recorded to utility plant through the overhead process as described in the CAM.23 3. SSU amounts exclude cost centers which do not allocate to Mid-Tex for rate making purposes.ATMOS ENERGY CORP., MID-TEX DIVISIONPENSIONS AND RETIREE MEDICAL BENEFITS FOR CITIES APPROVALTEST YEAR ENDING DECEMBER 31, 2020Shared Services Mid-Tex Direct 37 Exhibit C to 2021 RRM Resolution or Ordinance Mid-Tex 2021 Schedule for Amortization for Regulatory Liability 38 Line No. Year Ended Dec. 31 Beginning Protected Balance Protected Amortization Ending Protected Balance Beginning Unprotected Balance Unprotected Amortization Ending Unprotected Balance Total Protected & Unprotected Amortization Total Protected & Unprotected Balance (a) (b) (c) (d) (e) (f) (g) (h) (i) 1 2017 (3) -$ -$ (51,477,654)$ -$ -$ 343,746,535$ -$ 292,268,881$ 2 2018 (51,477,654) 494,977 (50,982,677) 343,746,535 (3,513,868) 340,232,667 (3,018,891) 289,249,991 3 2019 (50,982,677) 1,979,910 (49,002,767) 340,232,667 (14,057,872) 326,174,795 (12,077,963) 277,172,028 4 2020 (49,002,767) 1,979,910 (47,022,857) 326,174,795 (13,988,908) 312,185,886 (12,008,999) 265,163,029 5 2021 (47,022,857) 3,464,842 (43,558,015) 312,185,886 (26,390,127) 285,795,760 (22,925,284) 242,237,745 6 2022 (43,558,015) 1,979,910 (41,578,105) 285,795,760 (60,167,528) 225,628,231 (58,187,619) 184,050,126 7 2023 (41,578,105) 1,979,910 (39,598,195) 225,628,231 (60,167,528) 165,460,703 (58,187,619) 125,862,508 8 2024 (39,598,195) 1,979,910 (37,618,286) 165,460,703 (60,167,528) 105,293,175 (58,187,619) 67,674,889 9 2025 (37,618,286) 1,979,910 (35,638,376) 105,293,175 (60,167,528) 45,125,646 (58,187,619) 9,487,270 10 2026 (35,638,376) 1,979,910 (33,658,466) 45,125,646 (45,125,646) (0) (43,145,737) (33,658,466) 11 2027 (33,658,466) 1,979,910 (31,678,556) (0) 0 1,979,910 (31,678,556) 12 2028 (31,678,556) 1,979,910 (29,698,647) - - 1,979,910 (29,698,647) 13 2029 (29,698,647) 1,979,910 (27,718,737) - - 1,979,910 (27,718,737) 14 2030 (27,718,737) 1,979,910 (25,738,827) - - 1,979,910 (25,738,827) 15 2031 (25,738,827) 1,979,910 (23,758,917) - - 1,979,910 (23,758,917) 16 2032 (23,758,917) 1,979,910 (21,779,007) - - 1,979,910 (21,779,007) 17 2033 (21,779,007) 1,979,910 (19,799,098) - - 1,979,910 (19,799,098) 18 2034 (19,799,098) 1,979,910 (17,819,188) - - 1,979,910 (17,819,188) 19 2035 (17,819,188) 1,979,910 (15,839,278) - - 1,979,910 (15,839,278) 20 2036 (15,839,278) 1,979,910 (13,859,368) - - 1,979,910 (13,859,368) 21 2037 (13,859,368) 1,979,910 (11,879,459) - - 1,979,910 (11,879,459) 22 2038 (11,879,459) 1,979,910 (9,899,549) - - 1,979,910 (9,899,549) 23 2039 (9,899,549) 1,979,910 (7,919,639) - - 1,979,910 (7,919,639) 24 2040 (7,919,639) 1,979,910 (5,939,729) - - 1,979,910 (5,939,729) 25 2041 (5,939,729) 1,979,910 (3,959,820) - - 1,979,910 (3,959,820) 26 2042 (3,959,820) 1,979,910 (1,979,910) - - 1,979,910 (1,979,910) 27 2043 (1,979,910) 1,979,910 0 - - 1,979,910 0 28 29 Revenue Related Tax Factor See WP_F-5.1 6.79% 30 Revenue Related Taxes on Annual Amortization Amortization * Tax Factor 3,949,355$ 31 Amortization Including Revenue Related Taxes Amortization + Taxes 62,136,973$ 32 33 Notes: 34 1. The annual amortization of the protected balance is a 26 year recovery period based on the Reverse South Georgia Method. The annual amortization of the unprotected balance is 5 years. 35 2. The Regulatory Liability is recorded to FERC Accounts 253 and 242, Sub Account 27909. 36 3. This is the final Mid-Tex liability balance filing the Fiscal Year 2018 tax return. ATMOS ENERGY CORP., MID-TEX DIVISION RATE BASE ADJUSTMENTS TEST YEAR ENDING DECEMBER 31, 2020 AMORTIZATION OF REGULATORY LIABILITY 39 Page 1 of 2 To: Mayor and Town Council From: Patrick Arata, Chief of Police Copy: Re: School Resource Officer Services Contract for 2021-2022 Date: August 24, 2021 Agenda Item: Consider and take appropriate action regarding an Amendment to the Interlocal Agreement between the Town and Northwest Independent School District (NISD) for School Resource Officer (SRO) services for Fiscal Year 2021-2022; and authorizing the Mayor or his designee to execute all necessary documents (Staff). Strategic Link: Safety & Security: Achieve exceedingly high standards for public safety and low crime rates. Background and Explanation: This Interlocal Agreement is for Police School Resource Officer services for Fiscal Year 2021 - 2022. The agreement provides two (2) School Resource Officers for the four (4) schools in Trophy Club for one (1) year, commencing on or about August 1, 2021 and ending on or about July 31, 2022. This agreement provides that NISD will cost-participate in the salary and benefits for the officers, as well as provide funding for Police vehicle use. Financial Considerations: NISD in consideration for the services provided under the Agreement, for the 2021-22 school year, the District will pay the Town an amount not to exceed $127,035.00 for the maintenance of the two (2) School Resource Officers. Legal Review: The Town Attorney has reviewed said item and concurs with staff recommendation. 40 Page 2 of 2 Board/Commission/ or Committee Recommendation: Not Applicable Staff Recommendation: Staff recommends approval of the NISD Interlocal Agreement for School Resource Officer services for 2021- 2022. Attachments: NISD Amendment No. 5 to the Interlocal Agreement by and between the Town of Trophy Club, Texas and Northwest Independent School District for School Resource Officer Services. 41 42 43 Page 1 of 2 To: Mayor and Town Council From: Matt Cox, Director of Community Development CC: Wade Carroll, Town Manager Leticia Vacek, Town Secretary/RMO Re: Item #13 Ordinance 2021-16 Sign Ordinance Date: Town Council Meeting, August 24, 2021 Agenda Item: Take appropriate action regarding proposed amendments concerning political signs to Article 3.09 Signs in the Town’s Code of Ordinances. Strategic Link: Nature & Beautification – Maintain Town assets, services, and codes or ordinances that preserve the natural beauty of the Town Background and Explanation: It has come to staff’s attention that our sign ordinances surrounding election signage does not parallel state law in the duration of time election signs may be displayed. There is also cause to update the Town’s Sign Ordinance to revise the political sign definition to include flags and reflect both of those changes within included tables. Proposed additions to the Town’s Sign Ordinance are shown below in red and deletions are shown crossed out. All changes have been reviewed and approved by the Planning and Zoning Commission. “CHAPTER 3 BUILDING REGULATIONS … ARTICLE 3.09 SIGNS … Sec. 3.09.001 Definitions … Sign. … 44 Page 2 of 2 Political sign. A temporary sign or flag that promotes a political issue or a candidate or candidates for public office at a specific election including without limitation, a sign of any political party, group, or idea that contains primarily a political message or other similar noncommercial speech. … Sec. 3.09.062 Political signs (a) Duration. All political signs meeting the requirements of this article, shall only be erected or maintained in a location allowed under this article for a maximum period of ninety (90) sixty (60) days before the signs must be replaced or removed as required by this article. Political signs shall be kept in good repair and proper state of preservation during the entire time that they are erected. Political signs advertising an event, election, function or activity shall be removed within ten (10) three (3) days following the date of such event, election, function or activity. Failure to remove such signs within the ten (10) three (3) day period shall give the designated official the authority to remove such signs without notice. … Sec. 3.09.092 Table of signage criteria … Sign Type Maximum Number Maximum Size & Height Maximum Duration Zoning District Permanent/ Temporary Political 1 per political candidate & 2 per issue on the election ballot per premises 36 sq. ft. 8 ft. 90 days before & 10 days after election 60 days All districts Temporary …” Financial Considerations: Not applicable. Legal Review: The Town Attorney has reviewed this item and has no objection. Board/Commission/ or Committee Recommendation: The Planning & Zoning Commission considered this item on Thursday, May 6, 2021. Approval recommended; motion passed 4-1. Staff Recommendation: Staff recommends approval of the amendments to the Town’s Sign Ordinance, as submitted. Attachments: • Ordinance 2021-16 45 ARTICLE 3.09 SIGNS* Division 1. Generally Sec. 3.09.001 Definitions Unless otherwise provided for herein, the following terms shall have the respective meanings ascribed to them. Awning. A roof-like structure, usually made of canvas, that serves as a shelter, as over a storefront, window, door or deck. Also, an architectural projection that provides weather protection, identity or decoration, and is supported by the building to which it is attached. Changeable electronic variable message sign (CEVMS). A sign which permits light to be turned on or off intermittently or which is operated in a way whereby light is turned on or off intermittently, including any illuminated sign on which such illumination is not kept stationary or constant in intensity and color at all times when such sign is in use, including light emitting diode (LED) or electronic message board or digital sign, and which varies in intensity or color. A CEVMS does not include a sign located within the right-of-way that functions as a traffic-control device and that is described and identified in the Manual on Uniform Traffic-Control Devices, as amended. Designated official. The town manager or his or her designee. Dilapidated or deteriorated condition. Any sign, which in the reasonable discretion of the designated official, has any one or more of the following characteristics: (1) Where elements of the surface or background can be seen, as viewed from the right-of-way, to have portions of the finished material or paint flaked, broken off, or missing, or otherwise not in harmony with the rest of the surface; (2) Where the structural support or frame members are visibly bent, broken, dented, or torn; (3) Where the panel is visibly cracked, or in the case of wood and similar products, splintered in such a way as to constitute an unsightly or harmful condition; (4) Where the sign or its elements are twisted or leaning or at angles other than those at which it was originally erected (such as may result from being blown or by the failure of a structural support); or (5) Where the message or wording can no longer be clearly read by a person with normal eyesight under normal viewing conditions. Electronic message board. A sign with a fixed or changing display/message composed of a series of lights that may be changed through electronic means. Signs whose alphabetic, pictographic, or symbolic informational content can be changed or altered on a fixed display screen composed of electrically illuminated segments. The term includes a programmed electronic display. Graffiti. Any marking, including, but not limited to, any inscription, slogan, drawing, painting, symbol, logo, name, character, or figure that is made in any manner on tangible property. [Guardian.] (1) A person who, under court order, is the guardian of the person of a minor; or (2) A public or private agency with whom a minor has been placed by a court. Height of signs. As applied to a sign, height shall be measured as the vertical distance between the highest part of the sign or its supporting structure, whichever is higher, and natural grade at the center of the base of the sign. Illumination, direct. Lighting by means of an unshielded light source, including neon tubing, strobes, etc., which is effectively visible as part of the sign, where the light travels directly from the source to the viewers eye. Illumination, indirect. Lighting by means of a light source, not itself visible, which is directed at a reflecting surface in such a way as to illuminate the sign, or a light source which is primarily designed to illuminate the entire building facade upon which a sign is displayed. Indirect illumination does not include lighting which is primarily used for purposes other than sign illumination, e.g., parking lot lights or lights inside a building which may silhouette a window sign but which are primarily installed to serve as inside illumination. Illumination, internal. Lighting by means of a light source which is within a sign having a translucent background, silhouetting opaque letters or designs, or which is within letters or designs that are themselves made of a translucent material. Light sources. Neon lights, fluorescent lights, incandescent lights, halogen lights and any reflecting surface, which, because of its construction and/or placement becomes in effect a source of light emission. 46 Logo. A design, registered trademark or insignia of an organization, individual, company, or product which is commonly used in advertising to identify that organization, individual, company or product. Masonry. Formed concrete, concrete block, cinder block or similar material with facing added to their exposed surface. Median. A land mass, mostly covered by grass and/or other landscaping materials, enclosed in concrete curbing placed between streets and roads separating opposing traffic, or to the right of streets or roads separating streets or roads from one way, single lane, slip road access to private real properties. Minor. A person under 18 years of age who is not and has not been married or who has not had his disabilities of minority removed for general purposes. Owner. Any person with the legal or equitable right of possession to any property, including without limitation, any person having custody or control over the property, or his or her authorized agent or representative. Parent. The mother, a man presumed to be the biological father or a man who has been adjudicated to be the biological father by a court of competent jurisdiction, or an adoptive mother or father, but does not include a parent as to whom the parent-child relationship has been terminated. Premises. Land, including any structures built upon it, building(s) or a part of a building. Private real property. Land, within the corporate limits or extraterritorial jurisdiction of the town, that any person, firm, corporation, partnership, sole proprietorship, homeowners’ association or other private entity recognized in law, owns, leases, claims, occupies or has supervision or control of, whether such real property is occupied or unoccupied, improved or unimproved. Programmed electronic display. Any display in which lamps are used to give information such as, but not limited to, time, temperature, stock market data and which may or may not be electronically programmed to deliver different messages. Property. Any tangible personal or real property. Raceway. A rectangular tube used for the purpose of enclosing electrical components such as wiring, transformers, etc. Right-of-way. A strip of land, the first eleven (11) feet as measured from the back of curb, or, if no curb, the first eleven (11) feet measured from the edge of the roadway pavement, including the adjacent area, used or intended to be used, wholly or in part, as a public street, alley, crosswalk, sidewalk, drainageway or other public way. Sign. Any device or surface on which letters, illustrations, designs, figures or symbols are painted, printed, stamped, raised, projected or in any manner outlined or attached, and used for advertising purposes; temporary mobile signs and private directional signs shall be considered signs for purposes of this article, regardless of the content of the message or wording thereon. Political signs, except as expressly provided herein, mobile advertising, hand-carried signs, and vending machine signs shall not be considered signs for purposes of this article. Signs include but are not limited to the following: A-frame/sandwich board sign. A self supporting “A” shaped sign with two visible sides that is situated on or adjacent to a sidewalk. Apartment sign. A sign identifying an apartment building or complex of apartment buildings. Awning sign. An awning displaying a business name or logo. Bandit sign. Handbills, lost and found notices, advertisement sheets, and/or garage sale signs attached to a tree, utility pole, traffic pole, fence post or other feature or structure that is not designed nor intended to be a part of the structure. These do not include warning signs or other signs required by state law to be placed on a utility pole, traffic pole or fence post. Banner sign. A temporary advertising device composed primarily of cloth, paper, fabric, or other similar nonrigid material, supported by wire, rope, or similar means; it may also be attached to a building or other structure, and may be mounted vertically or horizontally. Banner signs also include tear drop flags, bow flags, and other similar types of signs. Billboard sign. An off-premises sign consisting of any flat surface erected on a framework or on any structure, or attached to posts and used, or designed to be used for the display of bills, posters or other advertising material, for the purpose of advertising a business or activity not located on the same premises as the said advertising material. Mobile advertising, hand-carried signs, and political signs shall not be considered a billboard for purposes of this article. Builder sign. A temporary on-premises sign identifying the builder or general contractor of a residential construction site. Bulletin board sign. A permanent on-site sign providing public information to the residential subdivision within 47 which it is located. Business sign. A permanent on-premises sign that is used to identify a business, profession, apartment complex, organization, institution, service, activity or other nonresidential use conducted, sold or offered on the site where such sign is located. This sign may also identify the name of the site or development or may identify the occupants within the site or development. Canopy sign. A canopy sign is a sign painted or affixed to a roof-like structure that shelters a use such as, but not restricted to, a gasoline pump island, and is supported by either one or more columns or by the building to which it is accessory and is open on two or more sides. Development sign. A temporary, on-premises promotional sign pertaining to the development of land or construction of buildings on the site where the sign is erected. In residential districts, the intent of the sign shall be to promote a subdivision and not any particular builder. Directional sign. A permanent on-premises sign intended to aid in vehicular movement on the site. Directional real estate sign. Off-premises sign, intended to direct persons to premises offered for lease, rent, or sale, including but not limited to, “open house” and directional signs or sale. Directory sign. A sign listing the occupants within a shopping center, retail district, office districts, and commercial sites located on the same premises. Electronic display sign. Refer to “programmed electronic display.” Feather flag. A sign with or without characters, letters, illustrations, or ornamentations applied to cloth, paper, flexible plastic, or fabric of any kind with only such material for backing. Feather flags may be a single sign or multiple signs attached to a support pole or post, typically have a 4:1 height to width ratio, and may resemble a sail. Fence sign. A sign that is affixed or attached to a fence, whether permanent or temporary. Flashing sign. A sign, which contains an intermittent or flashing light source or which includes the illusion of intermittent or flashing light by means of animation or any externally mounted light source. Electronic display signs are not considered flashing signs for the purpose of this article. Flag. A display on cloth or other flexible material generally attached on only one side, usually used as a symbol of a government, school, or religion, and not containing a commercial message. Government sign. Signs, permanent or temporary, required by governmental bodies or specifically authorized for a public purpose by any administrative policy or guideline, code or other law. Such signs may also include traffic or similar regulatory devices, legal notices, warnings at railroad crossings, and other instructional, informative, or regulatory signs necessary to serve the general welfare, health, and safety of the community. Ground sign. Any sign connected to the ground by legs, poles, or other supports and which is not an attached, portable, monument, or vehicular sign. Illegal nonconforming sign. A sign which was in violation of any of the codes of the town governing the erection or construction of such a sign at the time of its erection, and which has never been erected or displayed in conformance with all duly enacted codes, including but not limited to, signs which are pasted, nailed, hung, painted or otherwise unlawfully displayed upon structures, utility poles, posts, trees, fences or other structures. Illuminated sign. A sign that has characters, letters, figures, designs or outlines illuminated by electrical lights, luminous tubes or other means. Inflatable sign. A temporary hollow sign expanded or enlarged by the use of air or gas. Institutional sign. A permanent on-site sign used to identify governmental and municipal agencies, public/private schools, or similar public institutions, and used to communicate messages of public importance to the general public. Legal nonconforming sign. A sign which was lawfully erected and maintained prior to the enactment of the sign code and any amendments thereto, and which does not conform to current applicable regulations and restrictions of the sign code. Model home sign. A temporary sign, identifying a new home, either furnished or unfurnished, as being the builder or contractors model open to the public for inspection. Monument sign. A sign mounted on a solid base or pedestal with no visible space between the sign and the base or pedestal. The sign is not mounted on visible poles, struts, wires, or other visible structures. The sign base or pedestal shall be constructed of masonry material. Nameplate sign. A sign that identifies only the name of an individual, firm, or corporation, which is attached to a structure and may contain the suite number or other directory information concerning the location of the individual, firm or corporation within the building. 48 Obsolete leases premises sign. An on-premises sign or sign structure that previously was a legal sign, or a legal, nonconforming sign; however, it remains on leased property after the second anniversary of the date the tenant ceases to operate on the premises. Obsolete sign. An on-premises sign or sign structure that previously was a legal sign, or a legal, nonconforming sign; however, it remains on the property after the first anniversary of the date the business, person or activity that the sign or sign structure identifies or advertises ceases to operate on the premises on which the sign or sign structure is located. Off-premises real estate sign. A sign located upon a premises which directs attention to the sale, lease, rental, or construction of a structure or a lot, other than the premises upon which such sign is located. Off-premises sign. A sign located upon a premises which directs attention (a) to goods; (b) to a business, commodity, service, or product; or (c) to an entertainment location, other than the premises upon which such sign is located. On-premises real estate sign. A sign which directs attention to the sale, lease, rental, or construction of a structure or a lot, upon the premises where such sign is located. On-premises sign. A sign which directs attention (a) to goods; (b) to a business, commodity, service, or product; or (c) to an entertainment location, upon the premises where such sign is located. Permanent commercial sign. A permanent on-premises sign advertising a business. Pole (or pylon) sign. Any freestanding, on-premises sign supported from the ground by upright structural and/or horizontal cross members. Political sign. A temporary sign or flag that promotes a political issue or a candidate or candidates for public office at a specific election. Portable sign. A sign utilized by a government entity and that is not attached or affixed to the ground, a building or other fixed structure or object. Portable signs include those signs installed on mobile structures. Projecting sign. A sign, except an awning, which projects from a building, and has one end attached to a building or other permanent structure, including but not limited to, a marquee sign. Protective sign. A sign that communicates a warning. Real estate sign. A limited purpose on-premises sign supported by upright and/or horizontal cross structural members and which pertains to the sale, rental or lease of the lot or tract of land on which the sign is located, or to the sale, rental or lease of one or more structures, or a portion thereof located thereon. Religious institutional sign. On-premises sign placed on property belonging to a church or other religious institution for purposes of conveying religious messages or providing the public with other information related to the church or religious institution or other noncommercial purpose. Religious sign. A sign containing a religious or other similar noncommercial message. Rider sign. A supplemental sign attached to above or below real estate sign, or its sign post that provides limited but additional information pertaining to the premises on which the real estate sign is placed. Roof sign. Any sign supported by the roof of a building, painted on the roof or eaves of a building, or placed above the apparent flat roof or eaves of a building as viewed from any elevation. Service contractor sign. An on-premises temporary sign identifying the contractor(s) responsible for work. Sign walker. A person or animal, visible from the public right-of-way, wearing lights, or wearing a costume, and/or holding, twirling, or wearing a sign, for any purpose, including without limitation, making a statement, soliciting donations or business, or drawing attention to a business, project, place or event. Special purpose directional sign. A temporary sign that is either on-premises or off-premises that provides location information, directs persons along a route, or otherwise directs persons to a premises or location upon which a special event or occurrence sponsored by a nonprofit, civic, or other organization to which a special event permit has been issued by the town. Special purpose sign. A temporary sign that is either on-premises or off-premises that provides identification or information pertaining to a special event or occurrence sponsored by a nonprofit, civic, or other organization to which a special event permit has been issued by the town. Structurally alter sign. To change the form, shape or size of an existing sign or any supportive or bracing elements of said sign excluding temporary embellishments on a changeable copy sign. Structurally repair sign. The reconstruction or renewal of any part of the supportive or bracing elements of an existing sign. Temporary pole sign. A freestanding, on-premises sign displayed for a temporary period of time as provided in 49 this article and supported from the ground up by upright structural members. Temporary sign. A sign which includes, but is not limited to, a sign, banner, pennant, flag, searchlight, inflatable, outside display of merchandise or similar device which is to be displayed for a limited period of time. Vehicle mounted sign. Any sign, not including bumper stickers, on or in a vehicle moving along the ground or on any vehicle parked temporarily, incidental to its principal use for transportation. This definition shall not include signs which are being transported to a site of permanent erection or lettering of a company vehicle that advertises only the company name and address, or temporary signs (with an area of less than 3 square feet) attached to vehicles which may be removed daily. Wall sign. A sign attached or affixed parallel or flat to an exterior wall surface of a building. Wind device sign. A pennant, streamer, inflatable balloon or similar device made of cloth, canvas, plastic, or other similar flexible material, with or without a frame or other supporting structure, and used as a sign. Window sign. A sign painted on or permanently affixed to a window or window area or any sign located on the internal and/or external surface of the window, or is located within two inches (2") of the window, of any establishment. Sign permit. A permit issued under the authority of the town to erect, move, structurally alter or structurally repair any specific billboard, sign or other outdoor advertising within the corporate limits of the town. Sign structure. Any portion of an advertising device, inclusive of its supports, or any device solely designed for carrying an advertising message. Vision triangle. An area of visibility on a street corner, including within the right-of-way, allowing for safe operation of vehicles, pedestrians and cyclists in the proximity of intersecting streets, sidewalks and bicycle paths. At a minimum, the area of the triangle shall be determined as follows: extending straight lines from the nearest point at which the paved area of the two streets intersect to a point on the edge of each of the intersecting streets that is 25 feet from the point of beginning. (Ordinance 2004-02, sec. II, adopted 1/19/04; Ordinance 2005-03, sec. 2, adopted 2/7/05; 2006 Code, ch. 5, sec. 4.01; Ordinance 2008-15, secs. 2.01, 2.02, adopted 5/19/08; Ordinance 2015-23, sec. 4.01, adopted 10/13/15) Sec. 3.09.002 Penalty It shall be unlawful for any person to violate any provision of this article, and any person violating or failing to comply with any provision of this article shall be fined, upon conviction, not less than one dollar ($1.00) nor more than two thousand dollars ($2,000.00), and a separate offense shall be deemed committed upon each day during or on which a violation occurs or continues. The penalty provided herein shall be cumulative of all other remedies available for enforcement of the provisions of this article. (Ordinance 2004-02, sec. XIX, adopted 1/19/04; Ordinance 2005-03, sec. 21, adopted 2/7/05; 2006 Code, ch. 5, sec. 4.16; Ordinance 2015-23, sec. 6, adopted 10/13/15) Sec. 3.09.003 Declaration, purpose and intent (a) Declarations. The town is predominately a residential community, small portions of which have been zoned for commercial and other nonresidential uses. The protection and preservation of the rights and values of privacy, aesthetics, and safety are of great importance to the residents of the town and substantially contribute to the special ambiance, quality of life, and general welfare of the community. The property values in the town and the general welfare of its residents are enhanced by the maintenance of the highest standards of privacy, aesthetics, and safety for the benefit of all its residents; therefore: (1) It is hereby declared that the proliferation of an unlimited number of signs in private, residential, commercial, nonresidential, and public areas of the town would create ugliness, visual blight and clutter, tarnish the natural beauty of the landscape as well as the residential and commercial architecture, impair property values, substantially impinge upon the privacy and special ambience of the community, and may cause safety and traffic hazards to motorists, pedestrians, and children. (2) It is hereby declared that the town wishes to allow speech and expression through the medium of signs so long as the town is protected against the proliferation of an unlimited number of signs and unnecessarily large signs that would substantially impinge upon the town’s interests in privacy, aesthetics, safety and adversely impact the value of property owned by its residents. (3) It is hereby declared that the time, place, and manner of the regulation of signs described in this article are necessary to protect and preserve the town’s aforesaid interests in privacy, aesthetics, safety, and property values. (b) Purpose, applicability and intent. (1) The purpose of this article is to provide reasonable regulations for the erection and display of signs. These regulations are intended to promote the public health, safety and general welfare through a comprehensive set of 50 reasonable standards and requirements which preserve the appearance of the town. (2) These regulations are not intended to prohibit the erection or display of a sign with a religious or political message, or any sign allowed or required by state or federal law; provided that any such sign conforms to the size requirements and other reasonable requirements of this article. (3) The purpose of this article is to protect those areas both within the corporate limits and within the extraterritorial jurisdiction of the town from visual clutter and safety hazards resulting in driver distraction. The regulations contained in this article are applicable to the incorporated limits and the extraterritorial jurisdiction of the town. (Ordinance 2008-15, sec. 2.04, adopted 5/19/08; 2006 Code, ch. 5, sec. 4.03(A); Ordinance 2015-23, sec. 4.00, adopted 10/13/15) Sec. 3.09.004 Measurement of sign height Sign height shall be measured as the vertical distance between the highest part of the sign or its supporting structure, whichever is higher, and natural grade at the center of the base of the sign. (Ordinance 2004-02, sec. III(A), adopted 1/19/04; Ordinance 2005-03, sec. 4(A), adopted 2/7/05; 2006 Code, ch. 5, sec. 4.03(B); Ordinance 2008-15, sec. 2.03, adopted 5/19/08; Ordinance 2015-23, sec. 4.03(A), adopted 10/13/15) Sec. 3.09.005 Conformance with other codes All signs must conform to the regulations and design standards of the building code, UL standards and other codes of the town. Wiring of all electrical signs must conform to the current electrical code of the town. (Ordinance 2004- 02, sec. III(B), adopted 1/19/04; Ordinance 2005-03, sec. 4(B), adopted 2/7/05; 2006 Code, ch. 5, sec. 4.03(C); Ordinance 2008-15, sec. 2.03, adopted 5/19/08; Ordinance 2015-23, sec. 4.03(B), adopted 10/13/15) Sec. 3.09.006 Permit (a) Required. Except as expressly provided herein, no sign shall be erected, placed, displayed or located without first obtaining a sign permit from the town. (b) Application for permit. Application for a permit for a permanent sign shall be made in writing upon forms furnished by the designated official authorized and so designated to do so by the town manager. The application for a sign permit shall contain the following information: (1) Applicant’s name, address and telephone number. (2) Name, address and telephone number of the owner of the property on which the sign is to be located. (3) Name, address and telephone number of the lessee the sign is to benefit, if applicable. (4) Name, address and telephone number of the person/contractor erecting the sign. (5) Name, address and telephone number of the electrical subcontractor, if applicable. (6) Type of sign and use classification. (7) Scaled site plan showing: (A) The location of the building, structure or tract to which or upon which the sign is to be attached or erected; (B) The position of the sign in relation to nearby structures or other signs; (C) Dimensions of setbacks, building lines, distances between the sign and streets and property lines; and (D) Scaled drawings of the signs including height, width, area, design, text and logo. (8) The designated official may require the filing of additional plans or pertinent information which, in the official’s opinion, are necessary to ensure compliance with this article. (c) Termination of permit. A sign permit may be terminated in accordance with the following provisions: (1) A permit shall be active for the life of the sign, as long as it is in compliance with this article. (2) A permit shall expire if the sign for which it has been issued has not been constructed within ninety (90) days from the date of issuance. (3) A permit issued for any sign including its supporting structure shall automatically expire in the event the sign shall fail inspection and such failure is not corrected within sixty (60) days. (4) The designated official may suspend or revoke any permit whenever it is determined that the permit has been issued in error or on the basis of incorrect or false information supplied, or whenever such permit was issued in violation of the sign code, any other code of the town, the laws of the state or the federal government. Such revocation shall be effective when communicated in writing to the person to whom the permit is issued or the owner of the sign or the owner of the premises on which the sign is located. Any sign for which a permit has been revoked shall be immediately removed by the person in control of the sign or premises upon which the sign 51 is located within fifteen (15) business days of the receipt of the written notice of revocation. (5) Any person may appeal the revocation of the sign permit by filing written notice of the intention to appeal with the planning official no more than ten (10) business days after the receipt of written notice of the revocation. The appeal will be forwarded to the planning and zoning commission for review. The commission shall forward a recommendation to the town council for final determination. The decision of the town council shall be final. (d) Permit fees. A sign permit fee shall be paid to the town in accordance with the most current fee schedule adopted by the town. (Ordinance 2004-02, sec. X, adopted 1/19/04; Ordinance 2005-03, sec. 3, adopted 2/7/05; 2006 Code, ch. 5, sec. 4.02; Ordinance 2015-23, sec. 4.02, adopted 10/13/15) Sec. 3.09.007 Signs not requiring permit The following signs shall be subject to all limitations and provisions provided in this article, and shall not require a sign permit. These exceptions shall not be construed as relieving the owner of the sign from the responsibilities of its erection, maintenance, and its compliance with the provisions of this article or any other law or code regarding the same: (1) Changeable copy. The changing of advertising copy or message on a painted or printed sign, or the changing of advertising copy or message on a changeable reader board specifically designed for use of replaceable copy, not to include programmed electronic display. (2) Holiday decorations. Signs or materials displayed in a temporary manner during traditional, civic, patriotic or religious holidays. (3) Internal signs. Signs visible only from the premises on which located or visible from off the premises only through a window or windows from which they are set back. (4) Memorial signs. Markers, plates, plaques, etc., when deemed an integral part of a structure, building or landscape. (5) National and/or state flag. Display of flags is allowed. (6) Vehicle mounted signs. Except as otherwise regulated herein, signs located on motor vehicles or trailers bearing current license plates and inspection stickers, when appropriate, which are traveling or lawfully parked upon public roadways or lawfully parked upon any other premises for a period not to exceed four (4) hours or for a longer period where the primary purpose of such parking is not the display of any sign. (7) Other signs. As specifically identified herein. (Ordinance 2004-02, sec. IX, adopted 1/19/04; Ordinance 2005-03, sec. 8, adopted 2/7/05; 2006 Code, ch. 5, sec. 4.07; Ordinance 2015-23, sec. 4.10, adopted 10/13/15) Sec. 3.09.008 Temporary permits The designated official of the town upon application from an individual or company may grant temporary permits or waivers to hang banners and/or signs for commercial purposes or temporary government signs as set forth in division 2 - temporary signs, of this article. Signs approved by the designated official as meeting the criteria necessary to satisfy the provisions found in division 2, of this article may be displayed on a temporary basis not exceeding a six (6) week period. The length of the temporary permit will be at the discretion of the designated official, not exceeding the maximum six (6) week period at the discretion of the designated official, unless good cause is shown by the permit applicant that public interest or necessity requires a longer period for the temporary permit. The designated official may extend the temporary permit for four (4) additional consecutive thirty (30) day periods provided that each extension shall be at the designated official [location]. At the time of expiration of the temporary permit or waiver, it shall be the responsibility of the applicant to remove the banner or sign. The application process for a temporary permit or waiver shall be governed by the same guidelines as set forth in section 3.09.006, herein. A permit for a temporary pole sign may be issued for an initial period not to exceed one (1) year. An applicant may request one (1) additional renewal for a period up to one (1) year. Such renewal may, within the discretion of the designated official, be granted if the sign is in good and sound condition and meets the requirements of this article. Appeals of decisions of the designated official under this section shall be allowed under section 3.09.010 (meritorious exceptions and appeals). (Ordinance 2004-02, sec. XI, adopted 1/19/04; Ordinance 2005-03, sec. 9, adopted 2/7/05; 2006 Code, ch. 5, sec. 4.08; Ordinance 2015-23, sec. 4.11, adopted 10/13/15) Sec. 3.09.009 Nonconforming uses (a) Generally. Any existing sign that does not conform to the regulations stated herein shall be deemed a nonconforming sign and shall be subject to the provisions of section 3.09.011 of this article. It is the declared purpose of this section that nonconforming signs and signs directing attention to nonconforming uses eventually discontinue and the signage comply with the regulations stated herein, having due regard for the investment in such signs. 52 (b) Authority to remove certain signs. The designated official, after ten (10) days written notice to the owner of the premises on which the sign is located, shall have the authority to remove any nonconforming sign which either: (1) Was not permanently affixed to the ground on the effective date of this article; or (2) Was erected in violation of this article or other town code in effect at the time of its erection. (c) Order to remove. The town council may order nonconforming signs to be removed upon and subject to compliance with chapter 216, Texas Local Government Code, as amended, provided that the signs: (1) Are not permanently affixed to the ground on the effective date of this article; (2) Were erected in conformity with this article and/or other town codes in effect at the time of their erection; and (3) Remain in place after six (6) months from the effective date of this article. (d) Signs on premises of nonconforming use or building. An owner of any lawfully existing nonconforming use or building may erect and maintain a sign in accordance with the regulations contained herein. (e) Moving, relocating, or altering of signs. No nonconforming sign shall be moved, altered, removed and reinstalled, or replaced unless it is brought into compliance with the requirements of this article. (f) Change in use or occupant of a structure. Any nonconforming sign may continue to be utilized as long as the occupancy within the structure remains the same. When a use changes from one occupancy category to another, or when there is a change in occupant, all signs serving that occupant, shall be brought into conformance with the provisions of this article. (Ordinance 2004-02, sec. XII, adopted 1/19/04; Ordinance 2005-03, sec. 10, adopted 2/7/05; 2006 Code, ch. 5, sec. 4.09; Ordinance 2015-23, sec. 4.12, adopted 10/13/15) Sec. 3.09.010 Meritorious exceptions and appeals (a) In the development of these criteria, a primary objective has been ensuring against the kind of signage that has led to low visual quality. On the other hand, another primary objective has been the guarding against signage over-control. (b) It is not the intention of these criteria to discourage innovation. It is entirely conceivable that signage proposals could be made that, while clearly nonconforming to this article and thus not allowable under these criteria, have obvious merit in not only being appropriate to the particular site or location, but also in making a positive contribution, to the visual environment. Upon request of an interested party, the town council, upon recommendation by the planning and zoning commission, shall hear [and fairly] consider a request for a meritorious exception under this section. (c) In order to determine the suitability of alternate materials and methods of construction and to provide for reasonable interpretation of the provisions of this article, the town council shall hear appeals with respect to any actions of the designated official in the interpretation and enforcement of this article. Any such appeal shall be brought, by written application filed by an interested party, to the designated official within ten (10) days after the action of the designated official which is the subject of the appeal. Enforcement of this article shall be stayed pending such appeal. In hearing such appeals, the planning and zoning commission shall review the determination of the designated official and, in doing so, may consider whether or not the regulations and standards of this article will, by reason of exceptional circumstances or surroundings, constitute a practical difficulty or unnecessary hardship. The planning and zoning commission shall forward a recommendation to the town council, who shall act on the subject of the appeal. A decision of the council shall be final. (d) Unique signs that demonstrate increased quality and standards but do not meet the dimension standards provided in this section may be permitted by means of “meritorious exception” as provided in this section. (Ordinance 2004-02, sec. XIII, adopted 1/19/04; Ordinance 2005-03, sec. 11, adopted 2/7/05; 2006 Code, ch. 5, sec. 4.10; Ordinance adopting Code; Ordinance 2015-23, sec. 4.13, adopted 10/13/15) Sec. 3.09.011 Maintenance (a) Generally. Each sign allowed by this article shall be maintained in a safe, presentable, and good condition, including the replacement of defective parts and other acts required for the maintenance of such sign, without altering the basic copy, design or structure of the sign. The building official shall require compliance or removal of any sign determined by the building official to be in violation of this section in accordance with the enforcement provisions set forth below. (b) Dilapidated or deteriorated signs. No person shall maintain or permit to be maintained on any premises owned or controlled by him or her any sign which is in a dilapidated or deteriorated condition as defined herein. Upon notice of violation, any such sign shall be promptly removed or repaired by the owner of the sign or the owner of the premises upon which the sign is located in accordance with the enforcement provisions set forth 53 below. (Ordinance 2005-03, sec. 12, adopted 2/7/05; 2006 Code, ch. 5, sec. 4.11; Ordinance 2015-23, sec. 4.14, adopted 10/13/15) Sec. 3.09.012 Violations (a) A person shall be responsible for a violation of this article if the person is: (1) The permit holder, owner, agent, or person(s) having the beneficial use of the sign; (2) The owner of the land or structure on which the sign is located; or (3) The person in charge of erecting the sign. (b) It shall be unlawful for any person to erect, replace, alter, or relocate any sign within the town, or cause the same to be done, without first obtaining a permit to do so from the building official of the town, except as expressly allowed by this article. (c) It shall be unlawful for any person to use, maintain, or otherwise allow the continued existence of any sign for which the required permit was not obtained. (d) It shall be unlawful for any person to install, construct, or display a prohibited sign, as defined herein, or any sign in violation of the provisions of this article within the town or its extraterritorial jurisdiction. (e) It shall be unlawful for any person to intentionally, knowingly or recklessly violate any term or provision of this article. (Ordinance 2005-03, sec. 13, adopted 2/7/05; 2006 Code, ch. 5, sec. 4.12; Ordinance 2015-23, sec. 4.15, adopted 10/13/15) Sec. 3.09.013 Enforcement procedure (a) Authority. The designated official is hereby authorized to order the repair or removal of any dilapidated, deteriorated, abandoned, illegal or prohibited signs from property within the corporate town limits or its extraterritorial jurisdiction, in accordance with the enforcement mechanisms set forth in this section. (b) Notice of violation. When the designated official determines that a sign located within the corporate town limits or extraterritorial jurisdiction of the town is dilapidated, deteriorated, illegal, prohibited or abandoned, he shall issue a notice of violation to the owner of the sign or to the owner, occupant, or person in control of the property on which the sign is located. (1) Contents of notice of violation. The notice of violation shall contain: (A) Name of the owner, occupant, manager or other person in control of the property. (B) Street address sufficient to identify the property on which the alleged violation occurred. (C) Description of alleged violations and reference to the provisions of this article that have been violated. (D) Statement of the action required to correct the violation and a deadline for completing the corrective action. (E) Statement that failure to take the corrective action within the time specified may result in one or both of the following consequences: (i) A criminal penalty not exceeding the maximum amount allowed by law for each violation; (ii) The town filing a civil action against owner seeking injunctive relief and/or civil penalties up to one thousand dollars ($1,000.00) per day for each violation. (F) Statement informing recipient of their right to appeal the decision of the designated official. (2) Service of notice of violation. The designated official shall serve a written notice of violation on the owner of the sign, or the owner, occupant, or person in control of the property on which the sign is located. The notice of violation should be served by either hand delivery or by certified mail, return receipt requested. Service by certified mail shall be effective three (3) days after the date of mailing. (Ordinance 2005-03, sec. 14, adopted 2/7/05; 2006 Code, ch. 5, sec. 4.13; Ordinance 2015-23, sec. 4.16, adopted 10/13/15) Sec. 3.09.014 Enforcement remedies (a) Criminal penalties. Any person, firm or corporation violating any of the provisions or terms of this article shall be deemed guilty of a misdemeanor, and upon conviction thereof, be subject to a fine not exceeding two thousand dollars ($2,000.00) for each offense, and each and every day or portion thereof that such violation shall continue shall constitute a separate offense. (b) Civil remedies. The town may file a civil action in state district court to enforce the requirements of this article, seeking injunctive relief and/or civil penalties up to one thousand dollars ($1,000.00) per day for each 54 offense as authorized by the Texas Local Government Code, as amended, or any other applicable law. (c) Emergency removal of sign. The town may remove a sign, which the designated official finds to be an immediate and imminent threat to the public safety because of its dilapidated, deteriorated or structural condition. (d) Remedies cumulative. All remedies authorized under this article are cumulative of all others unless otherwise expressly provided. Accordingly, the filing of a criminal action shall not preclude the pursuit of a civil or administrative action for violation of this article nor shall the filing of a civil action preclude the pursuit of any other action or remedy, administrative or criminal. (Ordinance 2005-03, sec. 15, adopted 2/7/05; 2006 Code, ch. 5, sec. 4.14; Ordinance 2015-23, sec. 4.17, adopted 10/13/15) Sec. 3.09.015 Prohibited signs All signs not specifically authorized by this article shall be prohibited. The following list is illustrative and is not intended to be an exhaustive listing of prohibited signs: (1) Obsolete signs. No person shall erect or allow to be displayed upon premises owned or controlled by them, an obsolete sign. (2) Obstructing signs. No person shall erect or allow to be displayed upon premises owned or controlled by them, a sign that prevents free ingress to or egress from any door, window or fire escape. (3) Signs displaying materials determined to be obscene by a court of law. (4) Signs placed in any location which by reason of their location will obstruct the view of any authorized traffic sign, signal, or other traffic-control device by vehicular or pedestrian traffic. No sign shall be erected which, by reason of shape, color, size, design or position, would be reasonably likely to create confusion with, to be confused as, or to interfere with any traffic signal or device which is authorized by the appropriate state or local governmental authorities. Further, no sign shall be placed in a location that will obstruct vision of a vehicle operator while entering, exiting, or traveling upon the public right-of-way, including without limitation, a vision triangle. (5) Signs placed so as to prevent or inhibit free ingress to or egress from any door, window, or any exitway required by the building code of the town or by fire department regulations. (6) A-frame and sandwich board signs. (7) Signs located on public property, including but not limited to signs attached to any public utility pole or structure, streetlight, tree, fence, fire hydrant, bridge, curb, sidewalk, park bench, or other location on public property. (8) Roof signs. (9) Signs attached to a standpipe or fire escape. (10) Bandit signs. (11) Awning signs. (12) Fence signs. (13) Flashing signs. (14) Off-premises (except as expressly allowed in this article). (15) Projecting signs. (16) No person shall attach any sign, paper or other material, or paint, stencil or write any name, number (except house numbers) or otherwise mark on any sidewalk, curb, gutter, street, utility pole, public building, or structure except as otherwise allowed by this article. (Ordinance 2004-02, sec. XIV, adopted 1/19/04; Ordinance 2005-03, sec. 16, adopted 2/7/05; 2006 Code, ch. 5, sec. 4.15; Ordinance 2015-23, sec. 4.18, adopted 10/13/15) Sec. 3.09.016 Traffic safety (a) Conflicts with public signs. No sign shall be erected or maintained at any location where by reason of its position, size, shape or color, it may obstruct, impair, obscure, interfere with the view of, or be confused with any traffic-control sign, signal or device, or where it may interfere with, mislead or confuse traffic. (b) Sight visibility restriction. No sign shall be located in any vision triangle as defined in section 3.09.001 (definitions). (Ordinance 2004-02, sec. IV, adopted 1/19/04; Ordinance 2005-03, sec. 5, adopted 2/7/05; 2006 Code, ch. 5, sec. 4.04; Ordinance 2015-23, sec. 4.04, adopted 10/13/15) 55 Sec. 3.09.017 Illuminated signs Signs with external lighting shall be down-lighted. The light source shall be fully shielded such that it cannot be seen from the property line of the site on which the sign is located. Although the light cast from the source may be visible at the property line of an abutting residential property, any spillover light at the abutting residential property line shall not exceed 0.02 footcandle of luminance. Neon signs shall be permitted by meritorious exception as provided for in section 3.09.010 (meritorious exceptions and appeals). (Ordinance 2004-02, sec. III(C), adopted 1/19/04; Ordinance 2005-03, sec. 4(C), adopted 2/7/05; 2006 Code, ch. 5, sec. 4.03(D); Ordinance 2008-15, sec. 2.03, adopted 5/19/08; Ordinance 2015-23, sec. 4.03(C), adopted 10/13/15) Sec. 3.09.018 Miscellaneous types of signs The following provisions shall apply to all areas and zoning districts of the town: (1) Governmental signs. Nothing in this article shall be construed to prevent the display of a national or state flag, or to limit flags, insignias, legal notices, or informational, directional or traffic signs which are legally required or necessary to the essential functions of government agencies (state, federal, and the town only). Stop signs and street signs placed within the town shall conform to the design specified in the town’s subdivision regulations and other standards adopted by the town. Temporary government signs may be utilized by any governmental agency and shall meet the requirements of section 3.09.067 in addition to other applicable requirements of this article. (2) Addresses. Address numerals and other signs required to be maintained by law or governmental order, rule or regulation are allowed, provided that the content and size of the sign do not exceed the requirements of such law, order, rule or regulation. (3) Protective signs. The occupant of a premises may erect not more than two (2) protective signs in accordance with the following provisions: (A) Each sign must not exceed one (1) square foot in effective area; (B) Detached signs must not exceed two (2) feet in height; and (C) Letters must not exceed four (4) inches in height. (4) Holiday decorations. Temporary holiday decorations are permitted. (5) Vehicular signs. Vehicular signs are prohibited except as specifically allowed by this article; however, vehicular signs shall be allowed on construction trailers, on construction sites, on transport vehicles being loaded or unloaded, and on passenger vehicles parked at the owner’s or user’s place of residence or business. (6) Exempt banner signs. Banner signs not used for commercial purposes, when located wholly on private real property, shall not be considered signs for the purposes of this article and are therefore exempt from its regulations. (Ordinance 2004-02, sec. VII, adopted 1/19/04; Ordinance 2005-03, sec. 4(D), adopted 2/7/05; 2006 Code, ch. 5, sec. 4.03(E); Ordinance 2008-15, sec. 2.03, adopted 5/19/08; Ordinance 2015-23, sec. 4.03(D), (G), adopted 10/13/15) Sec. 3.09.019 Billboard signs, CEVMS and electronic message board signs (a) Billboard signs and CEVMS billboard signs. Pursuant to section 3.09.092, billboard signs are not allowed within the town or its extraterritorial jurisdiction unless specifically authorized by the town council upon recommendation of the town planning and zoning commission. The erection of new CEVMS billboard signs or the modification or conversion of existing billboard signs into CEVMS within the town limits and the extraterritorial jurisdiction of the town is hereby expressly prohibited. (b) CEVMS or electronic message board signs other than billboard signs. For CEVMS or signs with electronic message boards, other than billboard signs, the approval of town council upon recommendation of the town planning and zoning commission is required to convert any existing sign into or to construct any new sign as a CEVMS or to construct any existing sign into or to convert any new sign into a sign with an electronic message board. (2006 Code, ch. 5, sec. 4.03(F), (G); Ordinance 2008-15, sec. 2.04, adopted 5/19/08; Ordinance 2015-23, sec. 4.03(E)–(F), adopted 10/13/15) Secs. 3.09.020–3.09.060 Reserved Division 2. Temporary Signs Sec. 3.09.061 General regulations Except as specifically provided in this section or in section 3.09.062 political signs, section 3.09.064 real estate 56 signs - limited purposes on-premises signs, or section 3.09.066 religious institutional signs, the following regulations shall apply to all temporary signs as identified herein, including but not limited to banner signs, builder signs, development signs, inflatable signs, model home signs, service contractor signs, and special purpose directional (special event permit only) signs. (1) Duration. All temporary signs meeting the requirements of this article, shall only be erected or maintained in a location allowed under this article for a maximum period of sixty (60) days before the signs must be replaced or removed as required by this article. Temporary signs shall be kept in good repair and proper state of preservation during the entire time that they are erected. Temporary signs advertising an event, election, function or activity shall be removed within three (3) days following the date of such event, election, function or activity. Failure to remove such signs within the three (3) day period shall give the designated official the authority to remove such signs without notice. (2) Town-owned/leased property. (A) Medians/right-of-way/Highway 114. Except for temporary signs placed on the public right-of-way portion of either residentially or nonresidentially zoned private real property with the permission of the property owner, and meeting the requirements of section 3.09.062(d)(1) or section 3.09.062(d)(2), as applicable, no temporary sign shall be erected or placed on town-owned or leased property, including without limitation, the median and right-of- way. Town right-of-way includes the right-of-way within the town’s corporate limits along state Highway 114. Notwithstanding the foregoing, temporary signs allowed pursuant to a special event permit or as otherwise expressly authorized by this article shall be allowed on town-owned or leased property in accordance with the terms of an approved special event permit or specific provision of this article. (B) Sign walkers with temporary signs. Sign walkers with temporary signs shall be prohibited upon all town- owned property, including without limitation, public medians and public right-of-way. (3) Safety hazard prohibited. Temporary signs shall not be installed in any manner that may result in a potential safety hazard of any type, including, but not limited to placement in any town right-of-way and/or within in a vision triangle. (4) Private real property. (A) Nonresidential zoning. No temporary sign shall be erected or placed on private real property zoned for nonresidential use, including but not limited to vacant lots or tracts, unless the property owner upon which such sign is placed has given written permission and such documentation is provided to the town secretary, or designee, at least one (1) business day prior to the placement of the sign on the property. Written permission shall be valid for one (1) calendar year from the date upon which permission is provided. Temporary signs for which permission has been authorized shall comply with all applicable requirements of this article. (B) Residential zoning. No temporary sign shall be erected or placed on private real property zoned for residential use, including but not limited to property owned by a homeowners’ association, unless the property owner, has given verbal or written permission. The owner may remove and discard any such signs placed on the property in violation of this section without prior notice. Temporary signs for which permission has been authorized shall comply with all applicable requirements of this article. (5) Number, size and placement. (A) A temporary sign shall not exceed the maximum height and size limitations as set forth in this article, including without limitation, section 3.09.092, of this article. No more than one (1) of such signs shall be erected on any parcel of land unless expressly authorized for the sign type in section 3.09.092. As used in this section “parcel” shall mean a piece of land having fixed boundaries, whether those boundaries are fixed by plat or by metes and bounds. (B) The front and back surface of a temporary sign shall constitute one (1) sign. For signs with three (3) or more surfaces, each surface shall constitute a separate sign for purposes of size requirements. Signs with three (3) or more surfaces are prohibited on residentially zoned parcels of land. (C) In the event that the number of temporary signs upon a lot or property exceeds the total number permitted by this article, the signs in excess of the number permitted shall be deemed to be in violation of this article. For nonresidentially zoned districts, the designated official shall have the authority to immediately remove the signs and shall hold the signs for five (5) calendar days for disposal. (6) Removal. Any temporary sign placed, erected, or maintained in violation of this article may be removed by the designated official, property owner without prior notice of any kind. (7) Vehicle mounted temporary signs. A temporary sign which is mounted or placed on any trailer or vehicle and which is not permanently affixed to the trailer or vehicle is permitted. A vehicle with such a sign may be parked on a public street in accordance with the town’s parking regulations. For purposes of this subsection, a temporary sign otherwise required by this article to be supported by the ground is not required to be supported by the ground if it is mounted or placed on a trailer or vehicle in accordance with this section. 57 (8) Exemption from permit/regulations. Temporary signs shall not require a sign permit unless specifically required by this article or by the schedule of fees adopted by the town. (9) Zoning districts. Temporary signs shall only be allowed in those zoning districts designated for the specific sign type in accordance with section 3.09.092, of this article. (Ordinance 2005-03, sec. 6(A), adopted 2/7/05; 2006 Code, ch. 5, sec. 4.05(A); Ordinance 2015-23, sec. 4.08, adopted 10/13/15) Sec. 3.09.062 Political signs (a) Duration. All political signs meeting the requirements of this article, shall only be erected or maintained in a location allowed under this article for a maximum period of ninety (90) days before the signs must be replaced or removed as required by this article. Political signs shall be kept in good repair and proper state of preservation during the entire time that they are erected. Political signs advertising an event, election, function or activity shall be removed within ten (10) days following the date of such event, election, function or activity. Failure to remove such signs within the ten (10) day period shall give the designated official the authority to remove such signs without notice. (b) Town-owned/leased property. (1) Medians/right-of-way/Highway 114. Except for political signs placed on the public right-of-way portion of either residentially or nonresidentially zoned private real property with the permission of the property owner, and meeting the requirements of subsection (d)(1) or (d)(2) below, as applicable, no political sign shall be erected or placed on town-owned or leased property, including without limitation, the median and right-of-way. Town right-of- way includes the right-of-way within the town’s corporate limits along state Highway 114. Notwithstanding the foregoing, political signs allowed pursuant to a special event permit or as otherwise expressly authorized by this article shall be allowed on town-owned or leased property in accordance with the terms of an approved special event permit. (2) Sign walkers with political signs. Sign walkers with political signs shall be prohibited upon all town-owned property, including without limitation, public medians and public right-of-way. (c) Safety hazard prohibited. Political signs shall not be installed in any manner that may result in a potential safety hazard of any type, including, but not limited to placement in any town right-of-way and/or within in a vision triangle. (d) Private real property. (1) Nonresidential zoning. No political sign shall be erected or placed on private real property zoned for nonresidential use, including but not limited to vacant lots or tracts, unless the property owner or other person having custody or control over the property upon which such sign is placed or his or her authorized agent or representative has given written permission and such documentation is provided to the town secretary, or designee, at least one (1) business day prior to the placement of the sign on the property. Such written permission filed with the town shall only be valid until December 31st of the year in which it was submitted. Political signs for which permission has been authorized shall comply with all applicable requirements of this article. The property owner may remove and discard any such signs placed on the property without permission. (2) Residential zoning. No political sign shall be erected or placed on private real property zoned for residential use, including but not limited to property owned by a homeowners’ association, unless the property owner has given verbal or written permission. Political signs for which permission has been authorized shall comply with all applicable requirements of this article. The property owner may remove and discard any such signs placed on the property without permission. (e) Number, size and placement. (1) A political sign shall not exceed thirty-six (36) square feet in area nor exceed eight feet (8') in height, as measured from the ground. A political sign may not be illuminated or have any moving elements. No more than one (1) of such signs for each political candidate and two (2) of such signs per issue on the election ballot shall be erected on any parcel of land. As used in this section “parcel” shall mean a piece of land having fixed boundaries, whether those boundaries are fixed by plat or by metes and bounds. (2) The front and back surface of a political sign shall constitute one (1) sign. For signs with three (3) or more surfaces, each surface shall constitute a separate sign for purposes of size requirements. Signs with three (3) or more surfaces are prohibited on residentially zoned parcels of land. (3) In the event that the number of political signs upon a lot or property exceeds the total number permitted by this article, the political signs in excess of the number permitted shall be deemed to be in violation of this article. (f) Removal. The designated official shall have the authority to immediately remove signs in violation of this article and shall hold the signs for five (5) calendar days for disposal. Additionally, any political sign placed, erected, or maintained in violation of this article may be removed by the owner of the property upon which the 58 sign has been placed without prior notice of any kind. (g) Vehicle mounted political signs. A political sign which is mounted or placed on any trailer or vehicle and which is not permanently affixed to the trailer or vehicle is permitted. A vehicle with such a sign may be parked on a public street in accordance with the town’s parking regulations. For purposes of this subsection, a political sign otherwise required by this article to be supported by the ground is not required to be supported by the ground if it is mounted or placed on a trailer or vehicle in accordance with this section. (h) Exemption from permit/regulations. Political signs shall not require a sign permit, and except as regulated by this section, are exempt from the remainder of the regulations contained in this article. (i) Zoning districts. Political signs complying with the requirements of this article shall be allowed in all zoning districts of the town. (j) Illumination. Political signs shall not be illuminated and shall comply with all other requirements of this article. (Ordinance 2004-02, sec. V, adopted 1/19/04; Ordinance 2005-03, sec. 6(B), adopted 2/7/05; 2006 Code, ch. 5, sec. 4.05(B); Ordinance 2007-10 adopted 3/5/07; Ordinance 2008-11, sec. II, adopted 3/3/08; Ordinance 2015-23, sec. 4.05, adopted 10/13/15) Sec. 3.09.063 Banner signs (a) Number, size and placement. Only one (1) banner sign per premises or lease space shall be allowed. The size of such sign shall be no more than thirty-six (36) square feet per premises or lease space. Display of banner signs shall comply with the requirements of subsection (b) of this section and shall be allowed no more than two (2) times annually. (b) Duration. Banner signs shall be permitted for no more than thirty (30) consecutive days. At least ninety (90) days shall lapse between the end of the first period of display and the beginning of the second period of display. (c) Zoning districts. Banner signs shall only be allowed in nonresidential zoning districts. (Ordinance 2005-03, sec. 6(C), adopted 2/7/05; 2006 Code, ch. 5, sec. 4.05(C); Ordinance 2015-23, sec. 4.08, adopted 10/13/15) Sec. 3.09.064 Real estate signs - limited purpose on-premises signs Real estate signs are authorized as a limited purpose on-premises sign for private real property zoned for residential and nonresidential use as well as town-owned property and may be erected, in addition to permanent signage, in accordance with this section: (1) Duration. All real estate signs meeting the requirements of this article, shall be maintained in good condition and shall be removed within three (3) days following the sale, lease or rental of the property upon which they are located. Failure to remove such signs within the three (3) day period shall give the designated official the authority to remove such signs without notice. (2) Town-owned/leased property. (A) Medians/right-of-way/Highway 114. No real estate sign shall be erected or placed on town-owned or leased property, including without limitation, in a public median or a public right-of-way. Any real estate sign so erected or placed upon town-owned or leased property may be removed by the designated official without notice. (B) Sign walkers with real estate signs. Sign walkers with real estate signs shall be prohibited upon all town- owned property, including without limitation, public medians and public right-of-way. (3) Open house signs. Only on-premises “open house” signs shall be allowed. Such signs shall not be placed in a vision triangle. In the event that any such sign is not in compliance, the designated official of the town may remove the sign without prior notice. Signs shall not be permitted to be within any median or right-of-way in the town. (5) Safety hazard prohibited. Real estate signs shall not be installed in any manner that may result in a potential safety hazard of any type, including but not limited to placement in any town right-of-way and/or within in a vision triangle. (6) Private real property - residential and nonresidential zoning. No real estate sign shall be erected or placed on private real property zoned for either residential or nonresidential use, including but not limited to vacant lots or tracts, unless the property owner has given verbal or written permission. Only on-premises real estate signs meeting the requirements of this article shall be allowed. Real estate signs shall not be illuminated and shall comply with all other requirements of this article. Riders may be attached to real estate signs as allowed by this article. Real estate signs for which permission has been authorized shall comply with all applicable requirements of this article. The property owner may remove and discard any such signs placed on the property without permission. 59 (7) Directional real estate signs. Except as specifically allowed for special events, off-premises directional signs for real estate or open house purposes shall not be allowed within the town. (8) Number, size, and location. (A) A real estate sign shall contain no more than two (2) sides and shall not exceed six (6) square feet of text area on each side, including any riders. Signs larger than six (6) square feet of text area shall be considered as being permanent commercial signs or institutional signs and shall be subject to section 3.09.091 of this article. (B) The maximum height of such signs or sign post vertical member shall not exceed six (6) feet, as measured from the ground. (C) On all lots other than golf course lots, real estate signs shall be limited to one (1) advertising sign and one (1) “open house” sign per lot. On lots adjoining a golf course, one (1) additional real estate advertising sign may be placed to face the golf course. One (1) rider may be placed on each real estate sign allowed by this section. (9) Removal. The designated official shall have the authority to immediately remove signs in violation of this article and shall hold the signs for five (5) calendar days for disposal. Additionally, any real estate placed, erected, or maintained in violation of this article may be removed by the owner of the property upon which the sign has been placed without prior notice of any kind. (10) Vehicle mounted real estate signs. A real estate sign which is mounted or placed on any trailer or vehicle and which is not permanently affixed to the trailer or vehicle is permitted. A vehicle with such a sign may be parked on a public street in accordance with the town’s parking regulations. For purposes of this subsection, a real estate sign otherwise required by this article to be supported by the ground is not required to be supported by the ground if it is mounted or placed on a trailer or vehicle in accordance with this section. (11) Exemption from permit/regulations. Real estate signs shall not require a sign permit, and except as regulated by this section, are exempt from the remainder of the regulations contained in this article. (12) Zoning districts. Real estate signs complying with the requirements of this article shall be allowed in all zoning districts of the town. (13) Illumination. Real estate signs shall not be illuminated and shall comply with all other requirements of this article. (Ordinance 2004-02, sec. VI, adopted 1/19/04; Ordinance 2005-03, sec. 6(D), adopted 2/7/05; 2006 Code, ch. 5, sec. 4.05(D); Ordinance 2015-23, sec. 4.06, adopted 10/13/15) Sec. 3.09.065 Special purpose signs Special purpose signs complying with the provisions of this section shall be allowed in conjunction with special events provided that a special event permit issued pursuant to article 1.09 of this code has been obtained for the event. Special purpose signs may be posted for events that are expressly exempt from the requirements of article 1.09 of this code provided however that all such signs shall comply with the requirements of this section and other applicable provisions of this article. (1) Number, size and placement. (A) Banner signs. One (1) banner, not to exceed fifty (50) square feet, shall be allowed on the special event site. Placement of the banner shall be subject to the requirements of the special event permit or the approval of the community development director when a special event permit is not required. A banner shall not be strung between trees, but shall be securely attached to a building, or securely strung between two (2) temporary poles. (B) Informational and directional signs. Special purpose signs, including without limitation, directional signs and directional real estate signs, shall only be allowed for special events pursuant to a special event permit. Except as specifically allowed for in this section, directional signs shall not be allowed within the town. In addition to the requirement to obtain a special event permit, prior to the placement of a special purpose sign, any person or entity placing such a sign shall also have received authorization or approval for such placement from the owner of the property upon which such sign is placed, and shall comply with applicable notification requirements set forth in this article. (2) Duration. Special purpose signs authorized by this section in accordance with a valid special event permit shall be allowed up to fourteen (14) days prior to the date of the event. All signage shall be removed within twenty-four (24) hours following the conclusion of the event. (Ordinance 2005-03, sec. 6(E), adopted 2/7/05; 2006 Code, ch. 5, sec. 4.05(E); Ordinance 2011-14, sec. 2.02, adopted 4/4/11; Ordinance 2012-09, sec. 2.09, adopted 5/7/12; Ordinance 2015-23, sec. 4.08, adopted 10/13/15) Sec. 3.09.066 Religious institutional signs (a) Generally. Religious institutional signs shall not contain any commercial message. (b) Zoning districts. Religious institutional signs complying with the requirements of this article shall be allowed 60 in all zoning districts of the town. (Ordinance 2015-23, sec. 4.07, adopted 10/13/15) Sec. 3.09.067 Government signs Temporary government signs may include those signs of any government agency, including agencies other than the state government, federal government or the town, and may be placed for a limited time to provide time specific, seasonal, or other necessary public service or regulatory information to the community. These signs shall require a temporary permit and shall otherwise comply with all requirements of this article, including without limitation, all regulations governing temporary signs. (Ordinance 2015-23, sec. 4.08, adopted 10/13/15) Secs. 3.09.068–3.09.090 Reserved Division 3. Commercial and Institutional Signs Sec. 3.09.091 General regulations Permanent commercial signs and institutional signs shall include the following sign types and shall be subject to the following provisions: (1) On-premises signs (monument and wall). Signs in areas zoned for nonresidential purposes shall be on- premises signs. (2) Maximum gross surface area. The face of each sign shall not exceed the gross surface area as outlined in this division. (3) Height of monument signs. Monument signs shall not exceed ten feet (10') in height. (4) Signs painted on building. No commercial sign shall be allowed which is painted on the wall of any building or on any part of a building. (5) Exemptions. Signs owned, constructed and used by the town to provide information, direction and enforcement shall be exempt from these requirements. (6) Wall signs. Wall signs shall be centered horizontally on the store frontage for a tenant’s space. The maximum copy height shall not exceed two feet (2'), six inches (6"). The minimum copy height shall be one foot (1'), two inches (2"). The mounted copy depth shall be five inches (5"). Wall signs shall not project more than twelve inches from the wall surface. (7) Illumination of signs. (A) Internally lit, individual aluminum channel letters shall have a 1/8" Plexiglas front. The raceway shall be painted to match the surface upon which it is mounted. (B) The raceway shall allow appropriate internal reinforcing and adequate service access for all hardware. No wiring, angle iron or other supports shall be exposed. The raceway shall contain all transformers and wiring for the letters. (C) Illuminated signs which are visible through the window of a tenant’s space shall be set back a minimum of two (2") inches from the face of the window. The distance shall be measured from the front surface of the sign to the face of the window. If the front surface contains letters or other symbols that project outward, then the distance shall be measured from that point. (Ordinance 2004-02, sec. VIII, adopted 1/19/04; Ordinance 2005-03, sec. 7(A), adopted 2/7/05; 2006 Code, ch. 5, sec. 4.06(A); Ordinance 2015-23, sec. 4.09, adopted 10/13/15) 61 Sec. 3.09.092 Table of signage criteria The following table entitled “signage criteria” contains regulations applicable to the sign types listed below. No person shall construct, allow, maintain or allow the construction or maintenance of sign in violation of any of the regulations provided below: Sign Type Maximum Number Maximum Size & Height Maximum Duration Zoning District Permanent/ Temporary A-frame/sandwich board Prohibited Apartment 1 per entry 50 sq. ft. Life of permit Residential Permanent Awning Prohibited Bandit Prohibited Banner, feather flag, tear drop flag, wind device, bow flag 1 per premises or lease space no more than 2 times annually 36 sq. ft. N/A 30 days Nonresidential Temporary Billboard Along property which abuts State Highway 114 To be determined by the town council upon recommendation of the planning & zoning commission Nonresidential Permanent Builder/contractor 2 per premises 6 sq. ft. 4 ft. Removed upon sale, lease, rental All districts Temporary Bulletin board To be determined by the town council upon recommendation of the planning & zoning commission Residential Permanent Canopy 25 sq. ft. or 10% of the face of the canopy of which it is a part of or to which it is attached, whichever is greater Life of structure Nonresidential Permanent Contractor service No limit provided total combined sq. footage does not exceed 6 sq. ft. 6 sq. ft. 4 ft. 14 days after completion of service All districts Temporary CEVMS 1 per premises with approval of the town council upon recommendation of the planning and zoning commission; not allowed on billboards 50 sq. ft. 4 ft. Life of permit All districts Permanent Development 1 per project/premises 32 sq. ft. 5 ft. Residential: 90% of all lots/houses sold Commercial: Completion of project All districts Temporary Directional 6 sq. ft. 3 ft. Life of permit All districts Permanent Directional temporary real estate Prohibited except as allowed with a special event permit Temporary Directory 1 per premises To be determined by the town council upon recommendation of the planning & zoning commission Nonresidential Permanent 62 Electronic message boards 1 per premises with approval of the town council upon recommendation of the planning and zoning commission; not allowed on billboards 50 sq. ft. 4 ft. Life of permit All districts Permanent Fence Prohibited Flashing Prohibited Government permanent No limit - as required All districts Permanent Government temporary Restricted Temporary Ground 1 per entry/premises 16 sq. ft. 4 ft. Life of permit All districts Permanent Illuminated 1 per premises 50 sq. ft. Life of permit Nonresidential Permanent Inflatable 1 per premises To be determined by the town council upon recommendation of the planning & zoning commission All districts Temporary Institutional 1 per entry/premises 50 sq. ft. 4 ft. Life of permit Nonresidential Permanent Model home 1 per model home 16 sq. ft. 4 ft. Removed upon sale, lease, rental Residential districts Temporary Monument 1 per entry/premises 50 sq. ft. 10 ft. Life of permit All districts Permanent Nameplate 1 per lease space 2 sq. ft. 1 ft. Life of permit Nonresidential Permanent Off-premises Prohibited Political 1 per political candidate & 2 per issue on the election ballot per premises 36 sq. ft. 8 ft. 90 days before & 10 days after election All districts Temporary Portable Restricted Projecting Prohibited Protective 2 per premises 1 sq. ft. 2 ft. Life of structure All districts Temporary or Permanent Real estate Restricted Rider Allowed with real estate sign Roof Prohibited Special purpose 1 per premises/lot 6 sq. ft. 4 ft. 14 days prior/24 hr following All districts Temporary Temporary pole 1 per premises/lot 32 sq. ft. 5 ft. 1 year from temporary permit issuance All districts Temporary 63 Wall 1 per lease space 40 sq. ft. or the product of 2 times the lineal width of the wall, whichever greater. Shall not exceed 75% of the width or the height of the available wall area or store frontage for a tenant’s space Life of permit Nonresidential Permanent Window No limit provided total combined sq. footage does not exceed 25% of the visible window area available in the absence of any signs Life of permit Nonresidential Permanent (Ordinance 2004-02, sec. VIII, adopted 1/19/04; Ordinance 2005-03, sec. 7(B), adopted 2/7/05; 2006 Code, ch. 5, sec. 4.06(B); Ordinance 2008-15, secs. 2.05, 2.06, adopted 5/19/08; Ordinance 2015-23, sec. 4.09, adopted 10/13/15) 64 Page 1 of 2 To: Mayor and Town Council From: Wade Carroll, Town Manager CC: Letty Vacek, Town Secretary Re: ILA for Fire Services between Town of Trophy Club and MUD#1 Town Council Meeting August 24, 2021 Agenda Item: Take appropriate action to approve an Interlocal Agreement (ILA) with the Town of Trophy Club and the Trophy Club Municipal Utility District No. 1 for Fire Protection Services. (W. Carroll) Strategic Link: This item relates primarily to the following strategic priorities and goals of the Town’s strategy map. Safety and Security - Achieve exceedingly high standards for public safety and low crime rates Background and Explanation: In 2016 the Town of Trophy Club entered into an Interlocal Agreement with the Trophy Club Municipal Utility District No. 1 for administration of fire protective services. As the Town and MUD have evolved there were several changes that were identified that would improve the document and allow for better administration between the two entities. The Town and MUD have also expressed a desire to see the eventual transfer of the Fire Department from the MUD to the Town. The changes reflected in this document put both entities in a better position to make this change in the future. The amended ILA is the work of a subcommittee made up of 3 Town Council members, 2 MUD directors and staff from both parties. The final ILA, agreed upon by the subcommittee, was presented to the MUD and approved on Monday August 16th and is before Council for consideration. Legal Review: Both the attorney for the Town and the attorney for the MUD have read and approved the document. Board/Commission/ or Committee Recommendation: 65 Page 2 of 2 The Joint Town/MUD Subcommittee recommend the approval of the amended ILA for fire services. Staff Recommendation: Staff recommends the approval of the Interlocal Agreement (ILA) with the Town of Trophy Club and the Trophy Club Municipal Utility District No. 1 for Fire Protection Services. Attachments: • Amended and Restated Interlocal Cooperation Agreement for Administration of the Fire Protection Services 66 AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT FOR ADMINISTRATION OF FIRE PROTECTION SERVICES THIS AGREEMENT is made and entered into as of the Effective Date, by and between Trophy Club Municipal Utility District No. 1, a district created pursuant to Section 59 , Article XVI, Texas Constitution and the Texas Water Code , Chapter 54 hereinafter referred to as "District", and the Town of Trophy Club, a home rule municipal corporation, hereinafter referred to as "Town". WIT N E S S E T H: WHEREAS, District is a duly organized political subdivision of the State of Texas engaged in the administration of fire protection and related services for the benefit of those persons residing, traveling within, or being physically located within the boundaries of District, which boundaries include, without limitation, portions of the incorporated and unincorporated limits of the Town of Trophy Club, Texas; and WHEREAS, the District and the Town are parties to that certain lnterlocal Cooperation Agreement for Administration of Fire Protection Services" dated September 19 , 2016 (the "Prior I LA") setting forth certain agreements of the parties relating to Fire- Fighting Activities, Fire Protection Services, and Fire Functions (as hereinafter defined) to residents of the District and the Town, including to residents of the Trophy Club Public Improvement District No . 1 (hereinafter also referred to as "PID"); WHEREAS, the provision of Fire Functions is a governmental function that serves the public health and welfare, promotes efficiency and effectiveness of local governments , and is of mutual concern to the contracting parties; and WHEREAS, District is individually authorized to perform Fire Functions pursuant to Section 49.351 of the Texas Water Code, and the Town is individually authorized to perform Fire Functions pursuant to its police powers and the parties desire to enter into this Agreement regarding the performance of Fire Functions ; and WHEREAS, the lnterlocal Cooperation Act, Texas Government Code, Chapter 791, et seq ., as amended (the "Act") provides authority for governmental entities of the State of Texas to enter into interlocal agreements with each other regarding governmental functions and services as set forth in the Act; and WHEREAS, Town and District have determined it necessary and appropriate to enter into a new agreement for the operation of Fire Protection Services superseding the Prior ILA for Fire Protection Services. NOW, THEREFORE, District and Town, for and in consideration of the recitals set forth above and terms and conditions below, agree as follows: 67 I. Incorporation I Term 1.1 Incorporation of Recitals. The foregoing recitals are agreed upon and incorporated herein as a part of this Agreement. 1.2 Term. This Agreement shall become effective upon the Effective Date and shall remain in effect until September 30, 2023. The Prior ILA shall terminate for all purposes as of the Effective Date. II. Definitions 2.1 As used herein, the words and phrases hereinafter set forth shall have the meanings as follows: A. "Effective Date" shall mean October 1, 2021. B. "Eligible Persons" shall mean those persons residing, traveling within, or being physically located within the corporate boundaries of the Town of Trophy Club, Texas and/or District, including without limitation both incorporated and unincorporated areas, and shall also include those persons residing, traveling within, or being physically located within the corporate boundaries of another political subdivision of the State of Texas with whom Town and/or District have a mutual aid agreement to provide fire protection services and those persons located within the fire district as designated by Denton County and accepted by Town and/or District. C. "Emergency Medical Services" shall mean any and all of the customary and usual activities of trained paramedics providing emergency health care services, D. "Fire-fighting Activities", "Fire Protection Services", or "Fire Functions" shall mean any and all of the customary and usual activities of a fire department, including fire suppression, fire prevention, training, safety education, maintenance, communications, photography, and administration. E. "Maximum Annual Payment Amount" means the maximum total payment that may be made by District to Town each year to contribute funding to the cost of Fire Functions. The Maximum Annual Payment Amount shall be the amount of revenues available to the District from the levy of a fire tax without triggering the Voter Approval Tax Rate. The District shall not be contractually obligated to levy, or collect, a tax to pay the Maximum Annual Payment Amount to Town in any year, and in all cases, the maximum annual payment obligation of District to Town under this Agreement shall be limited to the final budget amount approved by the Board of Directors of the District. F. "Voter Approval Tax Rate" shall have the meaning set forth in Section 49.23602(a)(4) of the Texas Water Code. Page 1 of 11 68 Ill. Budget and Funding 3.1 Budget and Funding Matters: A. Budget Preparation: The parties agree to the following schedule of events for purposes of preparation of an annual budget for funding Fire Functions: i. Town shall prepare a preliminary draft budget for Fire Protection Services and furnish that draft budget to the District on or before June 1 of each year . The draft budget shall specify all projected revenues and expenses relating to Fire Functions for the annual period and shall separately identify the expenses for which District is responsible for payment in accordance with the funding provisions of this Agreement. ii. District shall provide initial comments and requested modifications to the preliminary draft budget to the Town on or before June 30 of each year. iii. After receipt of June preliminary appraised value information from Denton and Tarrant County, but no later than June 3Qth of each year, District will provide to Town a preliminary estimate of the Maximum Annual Payment Amount. iv. Within seven (7) days after receipt of certified appraised value information from Denton and Tarrant County, District will provide to Town the Maximum Annual Payment Amount. To the extent District is aware of any obligations or circumstances that would prevent District from funding the Maximum Annual Payment Amount, District shall furnish such information and the best estimate of available funding to be incorporated into the preliminary draft budget for Fire Functions . v. Representatives of Town and District shall cooperate in good faith to revise and finalize a preliminary draft budget for Fire Functions for subsequent consideration by the governing bodies of Town and District. vi. The governing bodies of Town and District may, but shall not be obligated to, meet before August 1 of each year (or such other date approved by the parties) to discuss the preliminary budget. vii. Each party shall adopt a fiscal year budget in accordance with their respective statutory obligations, but the adopted budget for Fire Functions may not allocate to District an annual payment obligation that exceeds the Maximum Annual Payment Amount as furnished by District to Town based on final certified appraised values in District or any lesser amount available for funding as communicated by District to Town, or that includes any costs for which Town is responsible for payment under this Agreement. Page 2 of 11 69 B. Funding Obligations: District and Town shall share the funding of costs associated with Fire Protection Services provided to Eligible Persons as defined herein, pursuant to the approved Budget and in accordance with the terms of this Agreement; and, under no circumstance shall the District's share of funding costs during any fiscal year exceed the Maximum Annual Payment Amount or the budgeted expenses approved by the District. Such funding shall be accomplished in accordance with the following terms and conditions: 1) District shall continue to pay all debt service for debt previously incurred by District for Fire Functions for as long as the debt remains outstanding . 2) District shall fund up to 50% of all budgeted costs of personnel providing Fire Protection Services provided to Eligible Persons as defined herein. 3) Town shall fund the remaining percentage of all budgeted costs of personnel providing Fire Protection Services provided to Eligible Persons as defined herein. 4) District shall fund up to 1 00% of budgeted costs of services and supplies associated with Fire Protection Services and supplies. 5) In recognition that Fire Protection Services shall be provided to persons and properties located within the Town but not within District, the Town shall levy and collect an annual assessment on and collect from the owners of real property and taxable improvements thereon located within the Town but not within District in accordance with the Public Improvement District Act, Chapter 372 of the Texas Local Government Code, as amended . Such assessment shall be adopted by Town Council through the approval of the Annual Service and Assessment Plan for Authorized Services for the Trophy Club Public Improvement District No. 1. If the beneficial assessment determined in the SAP (Service and Assessment Plan) is an amount less than the revenues that would be generated based on the fire tax rate of District, Town shall fund the difference through other revenues identified in Town's sole discretion. 6) Town shall pay for all costs associated with Fire Functions that are not part of the approved budget. By way of example, if Town approves salary increases or purchases equipment for Fire Functions outside of the approved budget, Town shall be solely responsible for funding such costs. 7) The District agrees in good faith to communicate to the Town the intent to use fire reserve funds not part of the approved budget that would reduce the fire reserve fund balance below thirty (30) percent. 8) The District agrees to communicate the intent to create new debt related to Fire Services allowing the Town the option to fund the expenditure prior to the debt being issued. Page 3 of 11 70 C. Payment: Payments from the District for the purpose of Fire Protection Services shall be paid to the Town on a monthly basis. The monthly payments shall constitute the entirety of the approved budget for District's payment divided by twelve (12) months, minus total PID assessment fee for Fire Protection services, beginning on October 1 and concluding on September 30 of each fiscal year of the term of this Agreement. Payments will become past due fifteen (15) business days after the established due date. The sole source of revenues for payment of the District's funding obligations under this Agreement shall be the District's fire tax. Under no circumstances shall the District be obligated to pay an amount to Town during a fiscal year that exceeds the Maximum Annual Payment Amount or the amount of the budget for Fire Functions approved by Board of Directors of District. 3.2 Audit, Revenues and Expenses: A. Annual Audit and Revenues. Town shall conduct an annual audit by an independent auditor that identifies the actual fiscal year expenses and revenues for Fire Functions. The audit for each year shall be furnished to District on or prior to May 1 of the subsequent year. By May 1 of each year, Town shall also identify and furnish to District a listing of all revenues related to Fire Functions (whether or not budgeted) for the prior year. B. Expense Detail. Town shall furnish to District evidence of all expenses and costs relating to Fire Functions funded by District (in whole or in part) within 15 days after receipt of a request from District. C. Reconciliation Payment. Any overpayment by District for a fiscal year period shall be reimbursed by Town within 30 days after receipt of a written invoice for payment from District. Overpayments may arise because the Town's expenses for Fire Functions are less than budgeted, actual revenues are greater than budgeted, ineligible costs are allocated to District, or for other reasons. IV. Operational Obligations and Rights of the Parties 4.1 District Obligations and Rights: District and Town shall perform all of their respective duties and obligations as herein stated and shall devote sufficient time and attention to the execution of such duties in full compliance with the terms and conditions of this Agreement. 4.2 Town Obligations and Rights: A. Upon the effective date of this Agreement, Town shall be responsible for providing Fire Protection Services to Eligible Persons, including but not limited to assuming full Page 4 of 11 71 responsibility for the operational control and management of Fire Protection Services. The Town's responsibilities hereunder shall include, without limitation, the control, and management of all personnel as more specifically set forth in Section VII and all policy and personnel matters related to and arising out of providing Fire Protection Services and the obligations specifically assumed hereunder. B. Town, acting through its Town Manager or designees, shall oversee the daily operations of Fire Protection Services. C. The officers and employees of Town shall perform all duties and responsibilities necessary to render Fire Protection Services to all Eligible Persons. D. It shall be the responsibility and duty of Town, its officers and employees, within the sole discretion of such officers and employees , to determine priorities in the dispatching and use of such equipment and personnel to perform Fire Functions under this Agreement. E. Town shall have the authority to enter into mutual aid agreements on behalf of District and Town to provide Fire Protection Services as deemed appropriate by Town . The term of such agreements shall run concurrently with the term of this Agreement and shall terminate upon termination of this Agreement. F. Town shall perform all of its duties and obligations as herein stated and shall devote sufficient time and attention to the execution of such duties provided on behalf of District in full compliance with the terms and conditions of this Agreement and shall provide immediate and direct supervision of employees, agents, contractors, sub- contractors and/or laborers, if any, in the furtherance of the purposes, terms and conditions of this agreement for the mutual benefit of Town and District. G. District may hire Fire Auditors of their choice to review physical Fire Department assets and operator practices on an annual basis for benefit of District and Town; audit may occur during the month of April. (See Attachment "B"). All auditors fees for such audits (excluding fiscal year financing audits) will be paid by the District. H. The Town shall provide the District timely notice of any accident, damage, dangerous or defective condition relating to District assets under this agreement. v. Assets 5.1 Ownership. Prior to the commencement of this agreement, all assets owned or directly purchased by District utilized for Fire Protection Services shall remain the property of District. This Agreement does not affect right, title or interest to such property. All assets owned or directly purchased by Town utilized for Fire Protection Services shall remain the property of the Town. This Agreement does not affect right, title, or interest to such property. Page 5 of 11 72 5.2 Ownership Upon Termination. Upon termination of this Agreement, each party shall retain ownership of assets purchased with its respective funds unless both Town and District elect to negotiate terms to transfer ownership to the other party. VI. Employee Supervision and Organization 6.1 Control and Oversight. Town shall have control and oversight over Fire Protection Services and control and oversight over Emergency Medical Services. Town shall have exclusive authority to establish Standard Operating Procedures for Fire/EMS Protection Services. (hereinafter collectively, "SOPs"). 6.2 Benefits and Human Resources Services. In accordance with Town personnel policies, Town shall provide benefits and human resources services to all eligible employees providing Fire Protection Services. DISTRICT shall provide funding as set forth in Subsection 3.1 (B). The Parties understand and agree that on and after the effective date of this Agreement, all employees providing Fire Protection Services shall be Town employees and shall be solely subject to Town personnel policies and SOPs. VII. Consideration The parties agree that sufficient consideration for this Agreement exists and is found in the payments made pursuant to Section Ill of this Agreement and in the cross promises set forth above and other good and valuable consideration. District's agreement to fund Fire Functions as provided in Section Ill above in exchange for Town's agreement to oversee and manage Fire Functions for Eligible Persons as provided in Section IV above, shall serve as sufficient consideration under this Agreement. Each party hereto paying for the performance of governmental functions or services shall make such payments from current revenues legally available to the paying party. Each party further agrees that it is fairly compensated for the services or functions performed under the terms of this Agreement. VIII. Negligence of Parties/Insurance 8.1 Town Negligence/Insurance. Town shall be responsible for its sole negligence. Town agrees to and accepts full responsibility for the acts, negligence, and/or omissions of all Town's officers, employees, and agents acting under its direction. Town shall provide liability insurance to cover the acts and omissions of Town, its officers, employees, and agents performing obligations under this agreement, including but not limited to all personnel providing Fire Protection Services. Town shall maintain general liability insurance to cover Town owned or leased assets. Page 6 of 11 73 8.2 District Negligence/Insurance. District shall be responsible for its sole negligence. District agrees to and accepts full responsibility for the acts, negligence, and/or omissions of all District's officers, employees, and agents acting under its direction. District shall maintain general liability insurance to cover District owned or leased assets . District shall provide liability insurance to cover the acts and omissions of District, its officers, employees, and agents performing obligations under this Agreement. IX. Immunity The fact that Town and District accept certain responsibilities relating to the rendering of Fire Protection Services under this Agreement as part of their responsibility for providing protection for the public health makes it imperative that the performance of these vital services be recognized as a governmental function and that the doctrine of governmental immunity shall be, and it is hereby, invoked to the extent possible under the law. Neither Town nor District waives any immunity or defense that would otherwise be available to it against claims arising from the exercise of governmental powers and functions. X. Default I Termination In the event that either party hereto breaches any term or condition of this Agreement, this Agreement may be terminated by the aggrieved party if such default is not cured within a period of one hundred eighty (180) days after receipt of written notice of default by the party allegedly in breach of its obligations hereunder. At the option of the aggrieved party, if such default is not cured within the one hundred eighty (180) day period, this Agreement shall immediately terminate without further notice, unless an extension is mutually agreed and approved by both Town and District. XI. Entire Agreement This Agreement represents the entire and integrated agreement between Town and District and supersedes all prior negotiations, representations, and/or agreements, either written or oral, including the Prior I LA. This Agreement may be amended only by written instrument signed by both parties. XII. Venue The laws of the State of Texas shall govern this Agreement and each of its terms and provisions, including but not limited to the rights and duties of the parties hereto, and exclusive venue shall be in Denton County, Texas. Page 7 of 11 74 XIII. Severability In the event that any portion of this Agreement shall be found to be contrary to law, it is the intent of the parties hereto that the remaining portions shall remain valid and in full force and effect to the extent possible. XIV. Non-Waiver All rights, remedies, and privileges permitted or available to either party under this Agreement or at law or equity shall be cumulative and not alternative, and election of any such right, remedy, or privilege shall not constitute a waiver or exclusive election of rights, remedies or privileges with respect to any other permitted or available right, remedy or privilege. Additionally, one instance of forbearance by either party in the enforcement of any such right, remedy or privilege against the other party, shall not constitute a waiver of such right, remedy or privilege by the forbearing party. A default by either party under this Agreement shall not result in a forfeiture of any rights, remedies , or privileges under this Agreement by such defaulting party. XV. ANNUAL DISTRICT FINANCIAL AUDIT Town shall provide any documents requested by auditors of District no later than November 30 of each year. [The remainder of this page intentionally left blank.] Page 8 of 11 75 Signature Authority The undersigned officer and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this agreement on behalf of the parties hereto and each party hereby certifies to the other that any necessary resolutions extending such authority have been duly passed and are now in full force and effect. EXECUTED in duplicate originals. The effective date of this Agreement shall be -----' 2021. ATTEST: By: Name : ~-~------~~--------Title: Town Secretary I RMO ATTEST~/' I" _ r.J ____ By: \-L(JlLST Name : Kelly Castonguay Title: Secretary/Treasurer TOWN OF TROPHY CLUB, TEXAS By: Name: ---------------Title : Mayor Date : TROPHY CLUB MUNICIP L UTILITY DISTRI~J 0. 1 L By: . ((_ \ Name: Steve Flynn Title: President Date: August16, 2021 Page 9 of 11 76 ACKNOWLEDGEMENTS STATE OF TEXAS § § COUNTY OF DENTON § COUNTY OF TARRANT § This instrument was acknowledged before me on the day of ______ , 2021 by , Mayor of the TOWN OF TROPHY CLUB, TEXAS, a home rule municipal corporation, on behalf of such corporation STATE OF TEXAS § § COUNTY OF DENTON § COUNTY OF TARRANT § Notary Public in and for the State of Texas .r'l_ This instrument was acknowledged before me on the I /O-+-f\day of t::JL¥J JS t , 2021 by .~Ne. F \u n ll. , President of the TROPHY CLUB MUN@IPAL UTILITY DISTRICT NO. 1, a c~nservation and reclamation district of the State of Texas, on behalf of said district. ,,,,~~~~~~,, LAURIE SLAGHT ~~t: ••••• ~ ..... ., • f T ill...A:,'•:'f>': N•WY Public, State o exas ;,~ •• ~/~§ C•mm. Ex 11 i res 01 -19-2024 ~,,,t,·~f;~.;:-Not a ry II 12872053 -4 Page 10 of 11 77 Page 1 of 2 To: Mayor and Town Council From: Mike Erwin, Finance Manager CC: Wade L. Carroll, Town Manager Leticia Vacek, Town Secretary Re: Public Hearing on the Town Budget Town Council Meeting, August 24, 2021 Agenda Item: Conduct a Public Hearing regarding the proposed fiscal year October 1, 2021 to September 30, 2022 budget pursuant to Section 9.05 of the Town Charter and Local Government Code 102.006; making appropriations and providing for expenditures (W. Carroll). Background and Explanation: The proposed Fiscal Year 2022 budget has been presented to Council on August 10, 2021 – All Funds. There are two changes from the FY22 Proposed Budget presented: Move $125,000 from the Community Events in the General Fund to The Hotel Occupancy Tax Fund. Add $25,000 to the Capital Equipment Replacement Fund for Police mobile license plate reader. Financial Considerations: The Fiscal Year 2022 Budget represents the financial plan for the upcoming fiscal year. Legal Review: None applicable Board/Commission/ or Committee Recommendation: None applicable Staff Recommendation: N/A, public hearing 78 Page 2 of 2 Attachments: Notice of Public Hearing on FY 2022 Proposed Budget Town Council Approval: Alicia L. Fleury or designee 79 80 Page 1 of 2 To: Mayor and Town Council From: Wade L. Carroll, Town Manager CC: Leticia Vacek, Town Secretary Mike Erwin, Finance Manager Re: FY 2022 Budget Adoption Town Council Meeting, August 24, 2021 Agenda Item: Consider and take appropriate action regarding an Ordinance of the Town of Trophy Club, Texas and Trophy Club Economic Development Corporation adopting and approving the Budget for the fiscal year beginning October 1, 2021 and ending September 30, 2022, for the Town of Trophy Club; making appropriations; providing for expenditures as allowed by applicable law; providing for filing of documents; repealing conflicting ordinances; and providing an effective date (W. Carroll). Strategic Link: Administrative & Financial Services – Exercise fiscal discipline in all Town operations. Background and Explanation: A public hearing was held on the proposed budget on August 24, 2021 as required by the Town Charter and State Law. Financial Considerations: The Fiscal Year 2022 Budget represents the financial plan for the next fiscal year. Legal Review: Ordinance reviewed by Town Attorney Board/Commission/ or Committee Recommendation: None applicable Staff Recommendation: Staff recommends approval of Ordinance No. 2021-13 81 Page 2 of 2 Attachments: Ordinance No. 2021-13. All Funds Summary Town Council Approval: Mayor Alicia L. Fleury or designee 82 TOWN OF TROPHY CLUB, TEXAS ORDINANCE NO. 2021-13 AN ORDINANCE OF THE TOWN OF TROPHY CLUB, TEXAS AND TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION ADOPTING AND APPROVING THE BUDGET FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2021 AND ENDING SEPTEMBER 30, 2022, AND MAKING APPROPRIATIONS FOR EACH DEPARTMENT, PROJECT, OPERATION, ACTIVITY, PURCHASE, ACCOUNT AND OTHER EXPENDITURES; PROVIDING FOR EMERGENCY EXPENDITURES AND EXPENDITURES AS ALLOWED BY APPLICABLE LAW; PROVIDING FOR FILING OF DOCUMENTS; REPEALING CONFLICTING ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Town of Trophy Club is a home rule municipality regulated by state law and it’s Charter; and WHEREAS, the Charter of the Town provides that the Town Manager shall prepare a proposed budget annually and submit that budget to Council; and WHEREAS, the proposed budget for the Town of Trophy Club, Texas (the “Town”) which has been filed with the Town Secretary is a budget to cover all proposed expenditures of the Town for the fiscal year beginning October 1, 2021, and ending September 30, 2022; and WHEREAS, the budget shows as definitely as possible each of the various projects for which appropriations are set up in the budget, shows the estimated amount of money carried in the budget for each of such projects, and otherwise complies with all requirements of the home rule Charter for the Town; and WHEREAS, public notice of a public hearing on the proposed annual budget, stating the date, time, and place and subject matter of the public hearing, was given as required by the laws of the State of Texas and Town Charter; and WHEREAS, the Town Council has studied the budget and listened to the comments received at the public hearing and has determined that the budget attached hereto is in the best interest of the Town of Trophy Club. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: 83 ORD 2021-13 Page 2 of 4 SECTION 1. APPROVING THE BUDGET The all funds summary attached hereto as Exhibit “A” and incorporated herein is approved and adopted for the fiscal year beginning October 1, 2021, and ending September 30, 2022; and there is hereby appropriated from the funds indicated and for such purposes, respectively, such sums of money for such departments, projects, operations, activities, purchases, accounts and other expenditures as proposed in the attached budget. SECTION 2. PROVIDING EMERGENCY EXPENDITURES Pursuant to state law, no expenditure of the funds of the Town shall hereafter be made except in compliance with the budget and applicable state law; provided, however, that in case of grave public necessity emergency expenditures to meet unusual and unforeseen conditions, which could not by reasonable, diligent thought and attention have been included in the original budget, may from time to time be authorized by the Town Council as amendments to the original budget. Pursuant to Town Charter, the Council may make emergency appropriations to address a public emergency affecting life, health, property or the public peace. SECTION 3. BUDGET FILED The Town Council shall cause to be filed a true and correct copy of the approved budget, along with this Ordinance, with the Town Secretary and in the office of the County Clerk of Denton County, and Tarrant County, Texas. Additionally, a copy of the budget shall be posted on the Town’s internet website. SECTION 4. CONFLICT Any and all ordinances, resolutions, rules or regulations in conflict with this Ordinance are hereby repealed and rescinded to the extent of the conflict herewith. SECTION 5. SEVERABILITY If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance or application thereof to any person or circumstance is held invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the Town Council hereby declares it would have passed such remaining portions of this Ordinance despite such invalidity, which remaining portions shall remain in full force and effect. 84 ORD 2021-13 Page 3 of 4 SECTION 6. SAVINGS All rights and remedies of the Town of Trophy Club, Texas, are expressly saved as to any and all provisions of any other Ordinance affecting budget requirements, which have secured at the time of the effective date of this Ordinance. SECTION 7. ENGROSSMENT AND ENROLLMENT The Town Secretary of the Town of Trophy Club is hereby directed to engross and enroll this Ordinance by filing this Ordinance in the ordinance records of the Town as required in the Town Charter. SECTION 8. EFFECTIVE DATE This Ordinance shall be effective from and after its date of passage in accordance with law, and it is so ordained. PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas, this 24th day of August 2021. Alicia L. Fleury, Mayor Town of Trophy Club, Texas [SEAL] ATTEST: Leticia Vacek, Town Secretary Town of Trophy Club, Texas APPROVED TO AS FORM: J. David Dodd, Town Attorney Town of Trophy Club, Texas 85 ORD 2021-13 Page 4 of 4 EXHIBIT “A” FISCAL YEAR 2021-2022 BUDGET ALL FUNDS SUMMARY 86 FY22 PROPOSED - 8/16/2021 x FY22 Tax Rate $0.446442 General Fund Debt Service Fund Capital Projects Fund Capital Equipment Replacement Fund Information Services Replacement Fund Hotel Occupancy Fund Street Maintenance Sales Tax Fund Court Technology Fund Court Security Fund CCPD Fund Recreation Program Fund Parkland Dedication Fund Grants Fund Trophy Club Park Fund Stormwater Drainage Utility Fund EDC 4B Fund TIRZ #1 Total Beginning Fund Balance - FY20 CAFR less FY21 Exp 6,702,518$ 393,054$ 1,567,240$ 7,668$ 178,874$ 1,393,312$ 222,366$ 10,592$ 28,508$ 142,205$ 5,155$ 536,026$ 10,027$ 53,004$ 953,482$ 229,725$ (266,829)$ 12,166,927$ Revenue Property Tax 7,680,000 2,528,740 80,088 10,288,828 Licenses and Permits 165,000 165,000 Franchise Fees 820,000 820,000 Sales Tax 1,311,800 300,000 300,000 653,625 28,050 2,593,475 Fines and Fees 307,090 1,000 5,000 6,000 225,000 438,600 982,690 Intergovernmental (MUD)898,700 898,700 Grants 85,000 85,000 Charges for Service 814,818 814,818 Investment Income 24,000 1,000 5,000 30,000 Miscellaneous Income 186,000 2,500 407,500 4,080 600,080 Contributions - Total Revenue 12,292,408$ 2,531,240$ 1,000$ -$ -$ 412,500$ 300,000$ 1,000$ 5,000$ 300,000$ 6,000$ -$ -$ 225,000$ 438,600$ 657,705$ 108,138$ 17,278,591$ Expenditures General Government 302,607 40,848 343,455 Manager's Office 806,864 806,864 Legal 126,350 126,350 Police 3,050,230 185,000 352,450 3,587,680 Emergency Medical Services 1,389,308 30,500 1,419,808 Fire 1,449,197 321,540 1,770,737 Streets 240,279 237,036 203,050 680,365 Parks 1,547,203 196,000 244,706 1,987,910 Recreation 758,119 44,000 6,000 808,119 Community Events 38,511 160,500 199,011 Community Development 419,112 419,112 Finance 573,158 573,158 Municipal Court 38,140 2,755 1,500 42,395 Human Resources 318,613 318,613 Communications 180,553 180,553 Information Services 669,668 100,000 769,668 Facility Maintenance 373,721 50,000 423,721 Debt Service 3,061,027 408 3,061,435 Capital - Projects 2,300,000 100,000 180,000 2,580,000 Total Expenditures 11,979,026$ 3,061,027$ 2,300,000$ 827,040$ 100,000$ 260,500$ 237,036$ 2,755$ 1,500$ 352,450$ 6,000$ 180,000$ -$ 244,706$ 203,050$ 303,015$ 40,848$ 20,098,953$ Current Revenues to Expenditures 313,382$ (529,786)$ (2,299,000)$ (827,040)$ (100,000)$ 152,000$ 62,964$ (1,755)$ 3,500$ (52,450)$ -$ (180,000)$ -$ (19,706)$ 235,550$ 354,690$ 67,289$ (2,820,362)$ Other Sources (Uses): Debt Issuance 4,500,000 4,500,000 Transfers In 158,500 200,257 827,040 100,000 1,285,797 Excess Current Revenue 313,382 Available for Transfer to Capital 471,882 Transfers Out 927,040 95,000 20,000 1,500 15,000 20,000 1,078,540 Total Other Sources (Uses)(455,158)$ 200,257$ 4,500,000$ 827,040$ 100,000$ (95,000)$ (20,000)$ -$ (1,500)$ -$ -$ -$ -$ (15,000)$ (20,000)$ -$ -$ 5,020,639$ Net Increase (Decrease)(455,158)$ (329,529)$ 2,201,000$ -$ -$ 57,000$ 42,964$ (1,755)$ 2,000$ (52,450)$ -$ (180,000)$ -$ (34,706)$ 215,550$ 354,690$ 67,289$ 1,886,895$ Ending Fund balance 6,247,360$ 63,525$ 3,768,240$ 7,668$ 178,874$ 1,450,312$ 265,330$ 8,837$ 30,508$ 89,755$ 5,155$ 356,026$ 10,027$ 18,298$ 1,169,032$ 584,415$ (199,540)$ 14,053,822$ PROPRIETARY FUNDS COMPONENT UNITSGOVERNMENTAL FUNDS All Funds Summary - Fiscal Year 2022 87 Page 1 of 2 To: Mayor and Town Council From: Wade L. Carroll, Town Manager CC: Leticia Vacek, Town Secretary Mike Erwin, Finance Manager Re: 2021 CO Bonds Town Council Meeting, August 24, 2021 Agenda Item: Consider and take appropriate action regarding an Ordinance authorizing the issuance Of Town Of Trophy Club, Texas, Combination Tax And Revenue Certificates Of Obligation, Series 2021; levying a tax, and providing for the security for and payment of said certificates; awarding the sale of the certificates; authorizing the execution and delivery of a paying agent agreement; approving the official statement; enacting other provisions relating to the subject. (W. Carroll). Strategic Link: Administrative & Financial Services – Exercise fiscal discipline in all Town operations. Background and Explanation: Town Staff has worked with our financial advisor, Mark McLiney, of SAMCO Capital Markets on the issuance of these bonds. The Town will receive bids by 12:00 pm on August 24th and the results will be presented to Council for action. This action maintains the current $0.11 debt service tax rate. Town Council took action at the June 22nd meeting approving the publishing of the notice of intent to issue these bonds. Financial Considerations: Issuance of $4,500,000 in certificate of obligation bonds for parks, streets and drainage projects with a twenty year payoff. Legal Review: Not applicable Board/Commission/ or Committee Recommendation: Not applicable 88 Page 2 of 2 Staff Recommendation: Staff recommends approval of the ordinance and sale of the bonds as presented. Attachments: Ordinance – Certificates of Obligation Bonds Series 2021, completed ordinance to be provided by Bond Counsel at the meeting Town Council Approval: Mayor Alicia L. Fleury or designee 89 # DM8091590.1 ORDINANCE NO. 2021-14 relating to $_________________ TOWN OF TROPHY CLUB, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION SERIES 2021 Adopted: August 4, 2021 90 TABLE OF CONTENTS (continued) Page -i- # DM8091590.1 ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.1. Definitions ..................................................................................................................................2 Section 1.2. Findings ..................................................................................................................................4 Section 1.3. Table of Contents, Titles, and Headings ..................................................................................................................................4 Section 1.4. Interpretation ..................................................................................................................................4 ARTICLE II SECURITY FOR THE CERTIFICATES; INTEREST AND SINKING FUND Section 2.1. Payment of the Certificates ..................................................................................................................................5 Section 2.2. Interest and Sinking Fund ..................................................................................................................................6 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE CERTIFICATES Section 3.1. Authorization ..................................................................................................................................6 Section 3.2. Date, Denomination, Maturities, and Interest ..................................................................................................................................7 Section 3.3. Medium, Method, and Place of Payment ..................................................................................................................................8 Section 3.4. Execution and Registration of Certificates ..................................................................................................................................9 Section 3.5. Ownership ..................................................................................................................................9 Section 3.6. Registration, Transfer, and Exchange ................................................................................................................................10 Section 3.7. Cancellation ................................................................................................................................10 Section 3.8. Temporary Certificates ................................................................................................................................11 Section 3.9. Replacement Certificates ................................................................................................................................11 Section 3.10. Book-Entry-Only System ................................................................................................................................12 Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry-Only System....................................................................................................................13 91 TABLE OF CONTENTS (continued) Page -ii- # DM8091590.1 Section 3.12. Payments to Cede & Co ................................................................................................................................13 ARTICLE IV REDEMPTION OF CERTIFICATES BEFORE MATURITY Section 4.1. Limitation on Redemption ................................................................................................................................14 Section 4.2. Optional Redemption ................................................................................................................................14 Section 4.3. Mandatory Sinking Fund Redemption ................................................................................................................................14 Section 4.4. Partial Redemption ................................................................................................................................15 Section 4.5. Notice of Redemption to Owners ................................................................................................................................15 Section 4.6. Payment Upon Redemption ................................................................................................................................16 Section 4.7. Effect of Redemption ................................................................................................................................16 Section 4.8. Conditional Notice of Redemption ................................................................................................................................16 Section 4.9. Lapse of Payment ................................................................................................................................17 ARTICLE V PAYING AGENT/REGISTRAR Section 5.1. Appointment of Initial Paying Agent/Registrar ................................................................................................................................17 Section 5.2. Qualifications ................................................................................................................................17 Section 5.3. Maintaining Paying Agent/Registrar ................................................................................................................................17 Section 5.4. Termination ................................................................................................................................17 Section 5.5. Notice of Change to Owners ................................................................................................................................17 Section 5.6. Agreement to Perform Duties and Functions ................................................................................................................................18 Section 5.7. Delivery of Records to Successor ................................................................................................................................18 92 TABLE OF CONTENTS (continued) Page -iii- # DM8091590.1 ARTICLE VI FORM OF THE CERTIFICATES Section 6.1. Form Generally ................................................................................................................................18 Section 6.2. Form of the Certificates ................................................................................................................................18 Section 6.3. CUSIP Registration ................................................................................................................................25 Section 6.4. Legal Opinion ................................................................................................................................25 Section 6.5. Statement Insurance ................................................................................................................................25 ARTICLE VII SALE AND DELIVERY OF CERTIFICATES; DEPOSIT OF PROCEEDS; FLOW OF FUNDS Section 7.1. Sale of Certificates; Official Statement ................................................................................................................................25 Section 7.2. Control and Delivery of Certificates ................................................................................................................................26 Section 7.3. Deposit of Proceeds ................................................................................................................................27 ARTICLE VIII INVESTMENTS Section 8.1. Investments ................................................................................................................................27 Section 8.2. Investment Income ................................................................................................................................27 ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.1. Payment of the Certificates ................................................................................................................................27 Section 9.2. Other Representations and Covenants ................................................................................................................................28 Section 9.3. Federal Income Tax Matters ................................................................................................................................28 ARTICLE X DEFAULT AND REMEDIES Section 10.1. Events of Default ................................................................................................................................30 93 TABLE OF CONTENTS (continued) Page -iv- # DM8091590.1 Section 10.2. Remedies for Default ................................................................................................................................30 Section 10.3. Remedies Not Exclusive ................................................................................................................................30 ARTICLE XI DISCHARGE Section 11.1. Discharge ................................................................................................................................31 ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Section 12.1. Annual Reports ................................................................................................................................31 Section 12.2. Material Event Notices ................................................................................................................................31 Section 12.3. Limitations, Disclaimers and Amendments ................................................................................................................................33 ARTICLE XIII AMENDMENTS Section 13.1. Amendments ................................................................................................................................34 ARTICLE XIV MISCELLANEOUS Section 14.1. Changes to Ordinance ................................................................................................................................34 Section 14.2. Partial Invalidity ................................................................................................................................35 Section 14.3. No Personal Liability ................................................................................................................................35 ARTICLE XV EFFECTIVENESS Section 15.1. Effectiveness ................................................................................................................................35 94 # DM8091590.1 TOWN OF TROPHY CLUB, TEXAS ORDINANCE NO. 2021-14 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $_______________ TOWN OF TROPHY CLUB, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2021; LEVYING A TAX, AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID CERTIFICATES; AWARDING THE SALE OF THE CERTIFICATES; AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AGREEMENT; APPROVING THE OFFICIAL STATEMENT; ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT. WHEREAS, under the provisions of the Texas Local Government Code, Chapter 271, Subchapter C, as amended, the Town of Trophy Club, Texas (the “Town”), is authorized to issue certificates of obligation for the purposes specified in this Ordinance and for the payment of all or a portion of the contractual obligations for professional services, including that of engineers, attorneys, and financial advisors in connection therewith, and to sell the same for cash as herein provided; and WHEREAS, the Town is authorized to provide that such obligations will be payable from and secured by the levy of a direct and continuing ad valorem tax against all taxable property within the Town, in combination with all or a part of certain revenues of the Town’s municipal drainage utility system (the “System”) remaining after payment of any obligations of the Town payable in whole or in part from a lien on or pledge of such revenues that would be superior to the obligations to be authorized herein as authorized by Chapter 1502, Texas Government Code; and WHEREAS, the Town Council has found and determined that it is necessary and in the best interests of the Town and its citizens that it issue such certificates of obligation authorized by this Ordinance; and WHEREAS, pursuant to a resolution heretofore passed by this governing body, notice of intention (the “Notice of Intention”) to issue certificates of obligation of the Town payable as provided in this Ordinance was published in a newspaper of general circulation in the Town in accordance with the requirements of law, such certificates of obligation to be issued for the purpose of paying contractual obligations to be incurred for the purposes set forth in Section 3.01 hereof; and WHEREAS, the Notice of Intention stated that the Town Council intended to pass an ordinance authorizing the issuance of the Certificates at its Town Council meeting held on the date of adoption of this Ordinance; and WHEREAS, no petition of any kind has been filed with the Town Secretary, any member of the Town Council or any other official of the Town, protesting the issuance of such certificates of obligation; and WHEREAS, this Town Council is now authorized and empowered to proceed with the issuance of said certificates of obligation and to sell the same for cash; and 95 -2- # DM8091590.1 WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and public notice of the time, place, and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; therefore, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, THAT: ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.1. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Ordinance, the following terms shall have the meanings specified below: “Business Day” means a day that is not a Saturday, Sunday, legal holiday or other day on which banking institutions in the city where the Designated Payment/Transfer Office is located are required or authorized by law or executive order to close. “Certificate” means any of the Certificates. “Certificate Date” means the date designated as the initial date of the Certificates by Section 3.02(a) of this Ordinance. “Certificates” means the certificates of obligation authorized to be issued by Section 3.01 of this Ordinance and designated as “Town of Trophy Club, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2021. “Closing Date” means the date of the initial delivery of and payment for the Certificates. “Code” means the Internal Revenue Code of 1986, as amended, and, with respect to a specific section thereof, such reference shall be deemed to include (a) the Regulations promulgated under such section, (b) any successor provision of similar import hereafter enacted, (c) any corresponding provision of any subsequent Internal Revenue Code, and (d) the Regulations promulgated under the provisions described in (b) and (c). “Designated Payment/Transfer Office” means (i) with respect to the initial Paying Agent/Registrar named 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 Agent/Registrar, the office of such successor designated and located as may be agreed upon by the Town and such successor. “DTC” means The Depository Trust Company of New York, New York, or any successor securities depository. “DTC Participant” means brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. 96 -3- # DM8091590.1 “EMMA” means the Electronic Municipal Market Access System. “Event of Default” means any event of default as defined in Section 10.01 of this Ordinance. “Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that “financial obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. “Fiscal Year” means such fiscal year as shall from time to time be set by the Town Council. “Initial Certificate” means the initial certificate authorized by Section 3.04(d) 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 upon which interest on the Certificates is scheduled to be paid until their respective dates of maturity or prior redemption, such dates being March 1 and September 1 of each year commencing March 1, 2022. “MSRB” means the Municipal Securities Rulemaking Board. “Net Revenues” means the gross revenues of the System less the expenses of operation and maintenance as said expenses are defined by Chapter 1502, Texas Government Code, as amended. “Ordinance” means this Ordinance. “Owner” means the person who is the registered owner of a Certificate or Certificates, as shown in the Register. “Paying Agent/Registrar” means initially BOKF, N.A., Dallas, Texas, or any successor thereto as provided in this Ordinance. “Prior Lien Bonds” means any and all bonds or other obligations of the Town presently outstanding or that may be hereafter issued, payable from and secured by a first lien on and pledge of the Net Revenues or by a lien on and pledge of the Net Revenues subordinate to a first lien and pledge of such Net Revenues but superior to the lien and pledge of the Surplus Revenues made for the Certificates. “Record Date” means the fifteenth (15th) day of the month next preceding an Interest Payment Date. “Register” means the Register specified in Section 3.06(a) of this Ordinance. 97 -4- # DM8091590.1 “Regulations” means the applicable proposed, temporary or final Treasury Regulations promulgated under the Code or, to the extent applicable to the Code, under the Internal Revenue Code of 1954, as such regulations may be amended or supplemented from time to time. “Representations Letter” means the Blanket Letter of Representations between the Town and DTC. “Rule” means SEC Rule 15c2-12, as amended from time to time. “SEC” means the United States Securities and Exchange Commission. “Special Payment Date” means the Special Payment Date prescribed by Section 3.03(b). “Special Record Date” means the Special Record Date prescribed by Section 3.03(b). “Surplus Revenues” means the revenues of the System remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve, and other requirements in connection with the Town’s Prior Lien Bonds; provided, however, that the amount of such Surplus Revenues pledged to the payment of the Certificates shall be limited to $1,000. “System” as used in this Ordinance means the Town’s municipal drainage utility system, including all present and future additions, extensions, replacements, and improvements thereto. “Town” means the Town of Trophy Club, Texas. “Unclaimed Payments” means money deposited with the Paying Agent/Registrar for the payment of principal of, redemption premium, if any, or interest on the Certificates as the same come due and payable or money set aside for the payment of Certificates duly called for redemption prior to maturity. Section 1.2. Findings. The declarations, determinations, and findings declared, made, and found in the preamble to this Ordinance are hereby adopted, restated, and made a part of the operative provisions hereof. Section 1.3. Table of Contents, Titles, and Headings. The table of contents, titles, and headings of the Articles and Sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.4. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and 98 -5- # DM8091590.1 words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. ARTICLE II SECURITY FOR THE CERTIFICATES; INTEREST AND SINKING FUND Section 2.1. Payment of the Certificates. (a) Pursuant to the authority granted by the Texas Constitution and laws of the State of Texas, there shall be levied and there is hereby levied for the current year and for each succeeding year thereafter while any of the Certificates or any interest thereon is outstanding and unpaid, an ad valorem tax on each one hundred dollars valuation of taxable property within the Town, at a rate sufficient, within the limit prescribed by law, to pay the debt service requirements of the Certificates, being (i) the interest on the Certificates, and (ii) a sinking fund for their redemption at maturity or a sinking fund of two percent per annum (whichever amount is the greater), when due and payable, full allowance being made for delinquencies and costs of collection. (b) The ad valorem tax thus levied shall be assessed and collected each year against all property appearing on the tax rolls of the Town most recently approved in accordance with law, and the money thus collected shall be deposited as collected to the Interest and Sinking Fund. (c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and committed irrevocably to the payment of the principal of and interest on the Certificates when and as due and payable in accordance with their terms and this Ordinance. (d) The amount of taxes to be provided annually for the payment of principal of and interest on the Certificates shall be determined and accomplished in the following manner: (i) The Town’s annual budget shall reflect (i) the amount of debt service requirements to become due on the Certificates in the next succeeding Fiscal Year of the Town and (ii) the amount on deposit in the Interest and Sinking Fund, as of the date such budget is prepared (after giving effect to any payments required to be made during the remainder of the then current Fiscal Year), and (iii) the amount of Surplus Revenues estimated and budgeted to be available for the payment of such debt service requirements on the Certificates during the next succeeding Fiscal Year. (ii) The amount required to be provided in the succeeding Fiscal Year of the Town from ad valorem taxes shall be the amount, if any, the debt service requirements to be paid on the Certificates in the next succeeding Fiscal Year of the Town exceeds the sum of (i) the amount shown to be on deposit in the Interest and Sinking Fund (after giving effect to any payments required to be made during the remainder of the then current Fiscal Year) at the time the annual budget is prepared, and (ii) the Surplus Revenues shown to be budgeted and available for payment of said debt service requirements. 99 -6- # DM8091590.1 (iii) Following the final approval of the annual budget of the Town, the governing body of the Town shall, by ordinance, levy an ad valorem tax at a rate sufficient to produce taxes in the amount determined in paragraph (ii) above, to be utilized for purposes of paying the principal of and interest on the Certificates in the next succeeding Fiscal Year of the Town. (e) The Town hereby covenants and agrees that the Surplus Revenues are hereby irrevocably pledged equally and ratably to the payment of the principal of, redemption premium, if any, and interest on the Certificates, as the same become due. (f) If the liens and provisions of this Ordinance shall be released in a manner permitted by Article XI hereof, then the collection of such ad valorem tax may be suspended or appropriately reduced, as the facts may permit, and further deposits to the Interest and Sinking Fund may be suspended or appropriately reduced, as the facts may permit. In determining the aggregate principal amount of outstanding Certificates, there shall be subtracted the amount of any Certificates that have been duly called for redemption and for which money has been deposited with the Paying Agent/Registrar for such redemption. Section 2.2. Interest and Sinking Fund. (a) The Town hereby establishes a special fund or account to be designated the “Town of Trophy Club, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2021, Interest and Sinking Fund” (the “Interest and Sinking Fund”) said fund to be maintained at an official depository bank of the Town separate and apart from all other funds and accounts of the Town. (b) Money on deposit in or required by this Ordinance to be deposited to the Interest and Sinking Fund shall be used solely for the purpose of paying the interest on and principal of the Certificates when and as due and payable in accordance with their terms and this Ordinance. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE CERTIFICATES Section 3.1. Authorization. The Town’s certificates of obligation to be designated “Town of Trophy Club, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2021” (the “Certificates”), are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas, specifically Subchapter C, Chapter 271, Texas Local Government Code. The Certificates shall be issued in the aggregate principal amount of $_________________ for the following purposes, to wit: (i) designing, developing, constructing and acquiring drainage improvements and facilities within the Town, including the acquisition of land therefor; (ii) designing, developing, constructing, improving and renovating Town park and recreation facilities, including the acquisition of land therefor, (iii) designing, developing, constructing, improving, extending, and expanding streets, thoroughfares, sidewalks, bridges, and other public ways of the City, including streetscaping, streetlighting, right-of-way protection, utility relocation, and related storm drainage improvements; and acquiring rights-of-way in connection therewith, 100 -7- # DM8091590.1 (iv) professional services incurred in connection with items (i) through (iii) and to pay the costs incurred in connection with the issuance of the Certificates. Section 3.2. Date, Denomination, Maturities, and Interest. (a) The Certificates shall be dated September 1, 2021 (the “Certificate Date”). The Certificates shall be in fully registered form, without coupons, in the denomination of $5,000 or any integral multiple thereof and shall be numbered separately from one upward, except the Initial Certificate, which shall be numbered T-1. (b) The Certificates shall mature on September 1 in the years and in the principal amounts set forth in the following schedule: $ Serial Certificates Years Principal Amount Interest Rate 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 $ Term Certificates Years Principal Amount Interest Rate 20__ 20__ 20__ 20__ (c) Interest shall accrue and be paid on each Certificate respectively until its maturity or prior redemption from the later of the Certificate Date or the most recent interest payment date to which interest has been paid or provided for at the rates per annum for each maturity specified in the schedule contained in subsection (b) above. Such interest shall be payable semiannually on March 1 and September 1 of each year commencing March 1, 2022, and shall be computed on the basis of a 360-day year of twelve 30-day months. 101 -8- # DM8091590.1 Section 3.3. Medium, Method, and Place of Payment. (a) The principal of, redemption premium, if any, and interest on the Certificates shall be paid in lawful money of the United States of America. (b) Interest on the Certificates 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”) shall 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 Certificate 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, that the Owner shall bear all risk and expense of such alternative banking arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Certificates, interest may be paid by wire transfer to the bank account of such Owner on file with the Paying Agent/Registrar. (d) The principal of each Certificate 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 Certificate at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated Payment/Transfer Office of the paying Agent/Registrar is located are required or authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due and no additional interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated to be due and payable. (f) Unclaimed Payments shall be segregated in a special escrow account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owners of the Certificates to which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three years after the applicable payment or redemption date shall be applied to the next payment or payments on the Certificates thereafter coming due and, to the extent any such money remains after the retirement of all outstanding Certificates, shall be paid to the Town to be used for any lawful purpose. Thereafter, neither the Town, the Paying Agent/Registrar, nor any other person shall be liable or 102 -9- # DM8091590.1 responsible to any Owners of such Certificates for any further payment of such unclaimed moneys or on account of any such Certificates, subject to Title 6 of the Texas Property Code. Section 3.4. Execution and Registration of Certificates. (a) The Certificates 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 Certificates shall have the same effect as if each of the Certificates had been signed manually and in person by each of said officers, and such facsimile seal on the Certificates shall have the same effect as if the official seal of the Town had been manually impressed upon each of the Certificates. (b) In the event that any officer of the Town whose manual or facsimile signature appears on the Certificates ceases to be such officer before the authentication of such Certificates 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 Certificate shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Paying Agent/Registrar. It shall not be required that the same officer or authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Certificates. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Certificate delivered at the Closing Date shall have attached thereto the Comptroller’s Registration Certificate substantially in the form provided herein, manually executed by the Comptroller of Public Accounts of the State of Texas, or by his duly authorized agent, which Certificate shall be evidence that the Certificate has been duly approved by the Attorney General of the State of Texas, that it is a valid and binding obligation of the Town, and that it has been registered by the Comptroller of Public Accounts of the State of Texas. (d) On the Closing Date, one initial Certificate (the “Initial Certificate”) representing the entire principal amount of all Certificates, payable in stated installments to the initial purchaser, or its designee, executed by the Mayor and Town Secretary of the Town, approved by the Attorney General, and registered and manually signed by the Comptroller of Public Accounts, will be delivered to the initial purchaser or its designee. Upon payment for the Initial Certificate, the Paying Agent/Registrar shall cancel the Initial Certificate and deliver to DTC on behalf of the initial purchaser one registered definitive Certificate for each year of maturity of the Certificates in the aggregate principal amount of all Certificates for such maturity, registered in the name of Cede & Co., as nominee of DTC. Section 3.5. Ownership. (a) The Town, the Paying Agent/Registrar, and any other person may treat the person in whose name any Certificate is registered as the absolute owner of such Certificate for the purpose of making and receiving payment as herein provided (except interest shall be paid to the person in whose name such Certificate is registered on the Record Date or Special Record Date, 103 -10- # DM8091590.1 as applicable), and for all other purposes, whether or not such Certificate 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 Certificate shall be valid and effectual and shall discharge the liability of the Town and the Paying Agent/Registrar upon such Certificate to the extent of the sums paid. Section 3.6. Registration, Transfer, and Exchange. (a) So long as any Certificates 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 Certificates in accordance with this Ordinance. (b) The ownership of a Certificate may be transferred only upon the presentation and surrender of the Certificate at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Certificate shall be effective until entered in the Register. (c) The Certificates shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Certificate or Certificates of the same maturity and interest rate and in a denomination or denominations of any integral multiple of $5,000, and in an aggregate principal amount equal to the unpaid principal amount of the Certificates presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Certificates exchanged for other Certificates in accordance with this Section. (d) Each exchange Certificate delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the Town and shall be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such exchange Certificate 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 Certificates. 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 Certificate. (f) Neither the Town nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Certificate 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 Certificate. Section 3.7. Cancellation. All Certificates paid or redeemed before scheduled maturity in accordance with this Ordinance, and all Certificates in lieu of which exchange Certificates or replacement Certificates 104 -11- # DM8091590.1 are authenticated and delivered in accordance with this Ordinance, shall be canceled and proper records made regarding such payment, redemption, exchange, or replacement. The Paying Agent/Registrar shall then return such canceled Certificates to the Town or may in accordance with law dispose of such cancelled Certificates. Section 3.8. Temporary Certificates. (a) Following the delivery and registration of the Initial Certificate and pending the preparation of definitive Certificates, 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 Certificates that are printed, lithographed, typewritten, mimeographed, or otherwise produced, in any denomination, substantially of the tenor of the definitive Certificates 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 Certificates may determine, as evidenced by their signing of such temporary Certificates. (b) Until exchanged for Certificates in definitive form, such Certificates in temporary form shall be entitled to the benefit and security of this Ordinance. (c) The Town, without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Registrar the Certificates in definitive form; thereupon, upon the presentation and surrender of the Certificate or Certificates in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Certificates in temporary form and shall authenticate and deliver in exchange therefor a Certificate or Certificates of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Certificate or Certificates in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.9. Replacement Certificates. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Certificate, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding. The Town or the Paying Agent/Registrar may require the Owner of such Certificate to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event that any Certificate 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 Certificate has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner first complies with the following requirements: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction, or theft of such Certificate; 105 -12- # DM8091590.1 (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar to save it and the Town harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar, and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the Town and the Paying Agent/Registrar. (c) If, after the delivery of such replacement Certificate, a bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Town and the Paying Agent/Registrar shall be entitled to recover such replacement Certificate from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost, or expense incurred by the Town or the Paying Agent/Registrar in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed, or wrongfully taken Certificate has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Certificate, may pay such Certificate when it becomes due and payable. (e) Each replacement Certificate delivered in accordance with this Section shall constitute an original additional contractual obligation of the Town and shall be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such replacement Certificate is delivered. Section 3.10. Book-Entry-Only System. (a) Notwithstanding any other provision hereof, upon initial issuance of the Certificates, the Certificates shall be registered in the name of Cede & Co., as nominee of DTC. The definitive Certificates shall be initially issued in the form of a single separate certificate for each of the maturities thereof. (b) With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the Town and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting the immediately preceding sentence, the Town and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown on the Register, of any notice with respect to the Certificates, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Certificates. 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 Certificate is registered in the Register as the absolute owner of such Certificate for the 106 -13- # DM8091590.1 purpose of payment of principal of, premium, if any, and interest on Certificates, for the purpose of giving notices of redemption and other matters with respect to such Certificate, for the purpose of registering transfer with respect to such Certificate, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Certificates 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 Certificates to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Register, shall receive a certificate evidencing the obligation of the Town to make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the word “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC. (c) The Representations Letter previously executed and delivered by the Town, and applicable to the Town’s obligations delivered in book-entry-only form to DTC as securities depository, is hereby ratified and approved for the Certificates. Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry-Only System. In the event that the Town or the Paying Agent/Registrar determines that DTC is incapable of discharging its responsibilities described herein and in the Representations Letter of the Town to DTC, and that it is in the best interest of the Town and the beneficial owners of the Certificates that they be able to obtain certificated Certificates, or in the event DTC discontinues the services described herein, the Town 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 Certificates to such successor securities depository; or (ii) notify DTC and DTC Participants of the availability through DTC of certificated Certificates and cause the Paying Agent/Registrar to transfer one or more separate registered Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging Certificates 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 the Certificates 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 Certificates, and all notices with respect to such Certificates shall be made and given, respectively, in the manner provided in the Representations Letter of the Town to DTC. 107 -14- # DM8091590.1 ARTICLE IV REDEMPTION OF CERTIFICATES BEFORE MATURITY Section 4.1. Limitation on Redemption. The Certificates shall be subject to redemption before scheduled maturity only as provided in this Article IV. Section 4.2. Optional Redemption. (a) The Town reserves the option to redeem Certificates maturing on and after March 1, 2031 in whole or any part, before their respective scheduled maturity dates, on March 1, 2030 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 Certificates called for redemption plus accrued interest to the date fixed for redemption. (b) If less than all of the Certificates 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 Agent/Registrar to call by lot the Certificates, 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 Certificates to be redeemed. Section 4.3. Mandatory Sinking Fund Redemption. (a) The Certificates maturing on March 1, in the years 20__, 20__, and 20__, (the “Term Certificates”) are subject to scheduled mandatory redemption and will be redeemed by the Town, in part at a price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date, out of moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the respective principal amounts as set forth below. $ Term Certificates Maturing March 1, 20 Redemption Date Redemption Amount March 1, 20__ March 1, 20__* *maturity $ Term Certificates Maturing March 1, 20 Redemption Date Redemption Amount March 1, 20__ March 1, 20__* *maturity 108 -15- # DM8091590.1 $ Term Certificates Maturing March 1, 20 Redemption Date Redemption Amount March 1, 20__ March 1, 20__* *maturity (b) At least forty-five (45) days prior to each scheduled mandatory redemption date, the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Term Certificates equal to the aggregate principal amount of such Term Certificates to be redeemed, shall call such Term Certificates 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 Certificates 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 Term Certificates which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the Town at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. Section 4.4. Partial Redemption. (a) A portion of a single Certificate 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 Certificate is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion of the Certificate as though it were a single Certificate for purposes of selection for redemption. (b) Upon surrender of any Certificate for redemption in part, the Paying Agent/Registrar, in accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange Certificate or Certificates in an aggregate principal amount equal to the unredeemed portion of the Certificate 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 Certificate as to which only a portion thereof is to be redeemed. Section 4.5. Notice of Redemption to Owners. (a) The Paying Agent/Registrar shall give notice of any redemption of Certificates 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 Certificate (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. 109 -16- # DM8091590.1 (b) The notice shall state the redemption date, the redemption price, the place at which the Certificates are to be surrendered for payment, and, if less than all the Certificates outstanding are to be redeemed, an identification of the Certificates or portions thereof to be redeemed. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. Section 4.6. Payment Upon Redemption. (a) Before or on each redemption date, the Town shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/Registrar shall make provision for the payment of the Certificates to be redeemed on such date by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar from the Town and shall use such funds solely for the purpose of paying the principal of, redemption premium, if any, and accrued interest on the Certificates being redeemed. (b) Upon presentation and surrender of any Certificate called for redemption at the Designated Payment/Transfer Office of the Paying Agent/Registrar on or after the date fixed for redemption, the Paying Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on such Certificate to the date of redemption from the money set aside for such purpose. Section 4.7. Effect of Redemption. (a) Notice of redemption having been given as provided in Section 4.05 of this Ordinance, the Certificates or portions thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the Town defaults in its obligation to make provision for the payment of the principal thereof, redemption premium, if any, or accrued interest thereon, such Certificates or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Certificates are presented and surrendered for payment on such date. (b) If the Town shall fail to make provision for payment of all sums due on a redemption date, then any Certificate or portion thereof called for redemption shall continue to bear interest at the rate stated on the Certificate until due provision is made for the payment of same by the Town. Section 4.8. Conditional Notice of Redemption. The Town reserves the right to give notice of its election or direction to redeem Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) 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. 110 -17- # DM8091590.1 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 notice of 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. Section 4.9. Lapse of Payment. Money set aside for the redemption of Certificates and remaining unclaimed by the Owners of such Certificates shall be subject to the provisions of Section 3.03(f) hereof. ARTICLE V PAYING AGENT/REGISTRAR Section 5.1. Appointment of Initial Paying Agent/Registrar. BOKF, N.A., is hereby appointed as the initial Paying Agent/Registrar for the Certificates. Section 5.2. Qualifications. Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under the laws of the State of Texas, or other entity duly qualified and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Certificates. Section 5.3. Maintaining Paying Agent/Registrar. (a) At all times while any of the Certificates are outstanding, the Town will maintain a Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance. The Mayor is hereby authorized and directed to execute an agreement with the Paying Agent/Registrar specifying the duties and responsibilities of the Town and the Paying Agent/Registrar in substantially the form presented at this meeting, such form of agreement being hereby approved. The signature of the Mayor shall be attested by the Town Secretary of the Town. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the Town will promptly appoint a replacement. Section 5.4. Termination. The Town, upon not less than sixty (60) days’ notice, reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated written notice of such termination. Section 5.5. Notice of Change to Owners. Promptly upon each change in the entity serving as Paying Agent/Registrar, the Town will cause notice of the change to be sent to each Owner by first class United States mail, postage 111 -18- # DM8091590.1 prepaid, at the address thereof in the Register, stating the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar. Section 5.6. Agreement to Perform Duties and Functions. By accepting the appointment as Paying Agent/Registrar and executing the Paying Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the provisions of this Ordinance and that it will perform the duties and functions of Paying Agent/Registrar prescribed thereby. Section 5.7. Delivery of Records to Successor. If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Certificates to the successor Paying Agent/Registrar. ARTICLE VI FORM OF THE CERTIFICATES Section 6.1. Form Generally. (a) The Certificates, including the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment form to appear on each of the Certificates, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the Town or by the officers executing such Certificates, as evidenced by their execution thereof. (b) Any portion of the text of any Certificates may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Certificates. (c) The definitive Certificates, if any, shall be typewritten, photocopied, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. (d) The Initial Certificate submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. Section 6.2. Form of the Certificates. The form of the Certificates, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying 112 -19- # DM8091590.1 Agent/Registrar and the form of Assignment appearing on the Certificates, shall be substantially as follows: (a) Form of Certificate. REGISTERED No. _________REGISTERED $_________ United States of America State of Texas Counties of Tarrant and Denton TOWN OF TROPHY CLUB, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION SERIES 2021 INTEREST RATE:MATURITY DATE:DATED DATE:CUSIP NUMBER: ______%September 1, ____September 1, 2021 ______ ___ The Town of Trophy Club (the “Town”), in the Counties of Tarrant and Denton, State of Texas, for value received, hereby promises to pay to _____________________________ or registered assigns, on the Maturity Date specified above, the sum of _______________________ DOLLARS unless this Certificate shall have been sooner called for redemption and the payment of the principal hereof shall have been provided for, and to pay interest on such principal amount from the later of Dated 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 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 1 of each year, commencing March 1, 2022. The principal of this Certificate shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of BOKF, N.A. Dallas, Texas, 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 Paying Agent/Registrar. Interest on this Certificate 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 expenses of such customary banking arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Certificates, interest may be paid by wire transfer to the bank account of such Owner on file 113 -20- # DM8091590.1 with the Paying Agent/Registrar. For the purpose of the payment of interest on this Certificate, the registered owner shall be the person in whose name this Certificate is registered at the close of business on the “Record Date,” which shall be the fifteenth day of the month next preceding such interest payment 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”) shall 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 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 Owner of a Certificate appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. If the date for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that 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 Certificate is one of a series of fully registered certificates specified in the title hereof dated September 1, 2021 and issued in the aggregate principal amount of $_________________ (herein referred to as the “Certificates”), issued pursuant to a certain ordinance of the Town (the “Ordinance”) for the purpose of paying contractual obligations to be incurred for authorized public improvements (the “Project”) as described in the Ordinance, and to pay the contractual obligations for professional services of attorneys, financial advisors and other professionals in connection with the Project and the issuance of the Certificates. The Certificates and the interest thereon are payable from the levy of a direct and continuing ad valorem tax within the limits prescribed by law, against all taxable property in the Town and from a pledge of certain Surplus Revenues (not to exceed $1,000) of the Town’s municipal drainage utility system, all as described and provided for in the Ordinance. The Town has reserved the option to redeem the Certificates maturing on or after March 1, 2031, in whole or in part, before their respective scheduled maturity dates, on March 1, 2030, or on any date thereafter, at a price equal to the principal amount of the Certificates so called for redemption plus accrued interest to the date fixed for redemption. If less than all of the Certificates 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 or other customary method that results in a random selection the Certificates, or portions thereof, within such maturity and in such principal amounts, for redemption. The Certificates maturing March 1, in the years 20__, 20__, and 20__, (the “Term Certificates”) 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 114 -21- # DM8091590.1 the redemption date, out of moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the respective principal amounts as set forth below. $ Term Certificates Maturing March 1, 20 Redemption Date Redemption Amount March 1, 20__ March 1, 20__* *maturity $ Term Certificates Maturing March 1, 20 Redemption Date Redemption Amount March 1, 20__ March 1, 20__* *maturity $ Term Certificates Maturing March 1, 20 Redemption Date Redemption Amount March 1, 20__ March 1, 20__* *maturity At least forty-five (45) days prior to each scheduled mandatory redemption date, the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Term Certificates equal to the aggregate principal amount of such Term Certificates to be redeemed, shall call such Term Certificates for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption, as provided in the Ordinance. In lieu of calling the Term Certificates described above, for mandatory redemption, the Town reserves the right to purchase such Term Certificates at a price not exceeding the principal amount thereof, plus accrued interest, with (a) moneys on deposit in the Interest and Sinking Fund which are available for the mandatory redemption of such Term Certificates or (b) other lawfully available funds. Upon any such purchase in lieu of redemption, not less than five (5) days prior to a mandatory redemption date, the Town shall deliver such Term Certificates to the Paying Agent/Registrar prior to the selection of the Term Certificates for redemption and the principal amount so delivered shall be credited against the amount required to be called for redemption in that year. 115 -22- # DM8091590.1 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 Certificates to be redeemed in whole or in part. Notice having been so given, the Certificates 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 Certificates or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Certificates or portions thereof shall cease to accrue. The Town reserves the right to give notice of its election or direction to redeem Certificates 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 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 Certificates subject to conditional notice of redemption and such redemption has been rescinded shall remain Outstanding and the rescission of such redemption shall not constitute an event of default. Further, in the case of a conditional redemption, the failure of the Town to make moneys and or authorized securities available in part or in whole on or before the redemption date shall not constitute an event of default. As provided in the Ordinance, and subject to certain limitations therein set forth, this Certificate is transferable upon surrender of this Town for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar; thereupon, one or more new fully registered Certificates of the same stated maturity, of authorized denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the Town nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Certificate 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 Certificate. The Town, the Paying Agent/Registrar, and any other person may treat the person in whose name this Certificate 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 Certificate is registered on the Record Date, or the Special Record Date, as applicable) and for all other purposes, whether or not this Certificate be overdue, and neither the Town nor the Paying Agent/Registrar shall be affected by notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Certificate and the series of which it is a part is duly authorized by law; that all acts, conditions, and things to be done 116 -23- # DM8091590.1 precedent to and in the issuance of the Certificates have been properly done and performed and have happened in regular and due time, form, 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 Certificates within the limit prescribed by law; that, in addition to said taxes, further provisions have been made for the payment of the debt service requirements of the Certificates from a pledge of a limited amount of the Surplus Revenues, as described in the Ordinance, derived by the Town from the operation of the municipal drainage utility system in an amount limited to $1,000, that when so collected, such taxes and Surplus Revenues shall be appropriated to such purposes; and that the total indebtedness of the Town, including the Certificates, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Town has caused this Certificate to be executed by the manual or facsimile signature of the Mayor of the Town and countersigned by the manual or facsimile signature of the Town Secretary, and the official seal of the Town has been duly impressed or placed in facsimile on this Certificate. Mayor, Town of Trophy Club, Texas Town Secretary, Town of Trophy Club, Texas [SEAL] (b) Form of Comptroller’s Registration Certificate. The following Comptroller’s Registration Certificate may be deleted from the definitive Certificates if such certificate on the Initial Certificate is fully executed. OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. ____________ OF THE STATE OF TEXAS § I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Certificate has been examined by him as required by law, that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding obligation of the Town of Trophy Club, Texas; and that this Certificate has this day been registered by me. Witness my hand and seal of office at Austin, Texas, _____________________. Comptroller of Public Accounts of the State of Texas 117 -24- # DM8091590.1 (c) Form of Certificate of Paying Agent/Registrar. The following Certificate of Paying Agent/Registrar may be deleted from each Initial Certificate if the Comptroller’s Registration Certificate appears thereon. CERTIFICATE OF PAYING AGENT/REGISTRAR The records of the Paying Agent/Registrar show that the Initial Certificates of this series of Certificates 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 Certificates referred to in the within-mentioned Ordinance. BOKF, N.A., as Paying Agent/Registrar Dated: By: 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 Certificate and all rights hereunder and hereby irrevocably constitutes and appoints ____________________ attorney to transfer the within Certificate on the books kept for registration hereof, with full power of substitution in the premises. Dated: __________________ Signature Guaranteed By: ____________________________________ ____________________________________ Authorized Signatory NOTICE: The Signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. (e) The initial Certificate shall be in the form set forth in subsections (a) through (d) of this Section, except for the following alterations: (i) immediately under the name of the Certificate, the headings “INTEREST RATE,” and “MATURITY DATE” shall both be completed with the words “As Shown Below” and the words “CUSIP NO.” shall be deleted; 118 -25- # DM8091590.1 (ii) in the first paragraph of the Certificate, the words “on the Maturity Date specified above, the sum of ____________________ DOLLARS” shall be deleted and the following will be inserted: “on the first day of March in the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Amount Interest Rate (Information to be inserted from Section 3.02(c) hereof). (iii) the Initial Certificate shall be numbered T-1. Section 6.3. CUSIP Registration. The Town may secure identification numbers through the CUSIP Global Services, managed by S&P Capital IQ on behalf of the American Bankers Association, and may authorize the printing of such numbers on the face of the Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Certificates shall be of no significance or effect in regard to the legality thereof and neither the Town nor the attorneys approving said Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Certificates. Section 6.4. Legal Opinion. The approving legal opinion of Bracewell LLP, Bond Counsel, may be attached to or printed on the reverse side of each Certificate over the certification of the Town Secretary of the Town, which may be executed in facsimile. Section 6.5. Statement Insurance. A statement relating to a municipal bond insurance policy, if any, to be issued for the Certificates, may be printed on each Certificate. ARTICLE VII SALE AND DELIVERY OF CERTIFICATES; DEPOSIT OF PROCEEDS; FLOW OF FUNDS Section 7.1. Sale of Certificates; Official Statement. (a) The Certificates, having been duly advertised and offered for sale at competitive bid, are hereby officially sold and awarded ___________________ (the “Purchaser”) for a purchase price equal to the principal amount thereof plus accrued interest of $________________ and a cash premium of $_______________, being the bid which produced the lowest true interest cost to the Town. The Initial Certificate shall be registered in the name of the Purchaser or its designee. (b) The form and substance of the Preliminary Official Statement and any addenda, supplement or amendment thereto, are hereby in all respects approved and adopted and is hereby deemed final as of its date within the meaning and for the purposes of paragraph (b)(1) of Rule 119 -26- # DM8091590.1 15c2-12 under the Securities Exchange Act of 1934, as amended. The Mayor and Town Secretary are hereby authorized and directed to cause to be prepared a final Official Statement (the “Official Statement”) incorporating applicable pricing information pertaining to the Certificates, and to execute the same by manual or facsimile signature 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 and the Purchaser, may be used by the Purchaser in the public offering and sale thereof. The Town Secretary is hereby authorized and directed to include and maintain a copy of the Official Statement and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Official Statement, and the preliminary public offering of the Certificates by the Purchaser, is hereby ratified, approved and confirmed. (c) All officers of the Town are authorized to execute such documents, certificates and receipts as they may deem appropriate in order to consummate the delivery of the Certificates in accordance with the terms of sale therefor including, without limitation, the Purchase Contract. Further, in connection with the submission of the record of proceedings for the Certificates to the Attorney General of the State of Texas for examination and approval of such Certificates, 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 per series to be the lesser of (i) 1/10th of 1% of the principal amount of such series of the Certificates or (ii) $9,500.) (d) The obligation of the Purchaser to accept delivery of the Certificates is subject to the Purchaser being furnished with the final, approving opinion of Bracewell LLP, bond counsel for the Town, which opinion shall be dated and delivered the Closing Date. Section 7.2. Control and Delivery of Certificates. (a) The Mayor of the Town is hereby authorized to have control of the Initial Certificate and all necessary records and proceedings pertaining thereto pending investigation, examination, and approval of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State of Texas and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. (b) After registration by the Comptroller of Public Accounts, delivery of the Certificates shall be made to the Underwriter or a representative thereof under and subject to the general supervision and direction of the Mayor, against receipt by the Town of all amounts due to the Town under the terms of sale. (c) In the event the Mayor or Town Secretary is absent or otherwise unable to execute any document or take any action authorized herein, the Mayor Pro Tem and the Assistant Town Secretary, respectively, shall be authorized to execute such documents and take such actions, and the performance of such duties by the Mayor Pro Tem and the Assistant Town Secretary shall for the purposes of this Ordinance have the same force and effect as if such duties were performed by the Mayor and Town Secretary, respectively. 120 -27- # DM8091590.1 Section 7.3. Deposit of Proceeds. (a)First: All amounts received on the Closing Date as accrued interest on the Certificates from the Certificate Date to the Closing Date, shall be deposited to the Interest and Sinking Fund. (b)Second: Proceeds of the Certificates in the amount of $____________ (including premium in the amount of $________________ shall be deposited to a special account of the Town, such moneys to be dedicated and used solely for the purposes for which the Certificates are being issued as herein provided in Section 3.01. (c)Third: Premium received on the Certificates in the amount of $______________ shall be used to pay the cost of issuing the Certificates. To the extent any of such amount is not used for such purposes, such excess shall be deposited to the Interest and Sinking Fund. ARTICLE VIII INVESTMENTS Section 8.1. Investments. (a) Money in the Interest and Sinking Fund created by this Ordinance, at the option of the Town, may be invested in such securities or obligations as permitted under applicable law. (b) Any securities or obligations in which such money is so invested shall be kept and held in trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely applied to the making of all payments required to be made from the fund from which the investment was made. Section 8.2. Investment Income. (a) Interest and income derived from investment of the Interest and Sinking Fund be credited to such fund. (b) Interest and income derived from investment of the funds to be deposited pursuant to Section 7.03(b) hereof shall be credited to the account where deposited until the acquisition or construction of said projects is completed and thereafter, to the extent such interest and income are present, such interest and income shall be deposited to the Interest and Sinking Fund. ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.1. Payment of the Certificates. On or before each Interest Payment Date for the Certificates and while any of the Certificates 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, redemption premium, if any, and interest on the Certificates as will accrue or mature 121 -28- # DM8091590.1 on the applicable Interest Payment Date, maturity date and, if applicable, on a date of prior redemption. Section 9.2. Other Representations and Covenants. (a) The Town will faithfully perform, at all times, any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance and in each Certificate; the Town will promptly pay or cause to be paid the principal of, redemption premium, if any, and interest on each Certificate on the dates and at the places and manner prescribed in such Certificate; 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 Certificates; all action on its part for the creation and issuance of the Certificates has been duly and effectively taken; and the Certificates in the hands of the Owners thereof are and will be valid and enforceable obligations of the Town in accordance with their terms. Section 9.3. Federal Income Tax Matters. (a) General. The City covenants not to take any action or omit to take any action that, if taken or omitted, would cause the interest on the Certificates to be includable in gross income for federal income tax purposes. In furtherance thereof, the City covenants to comply with sections 103 and 141 through 150 of the Code and the provisions set forth in the Federal Tax Certificate executed by the City in connection with the Certificates. (b) No Private Activity Bonds. The City covenants that it will use the proceeds of the Certificates (including investment income) and the property financed, directly or indirectly, with such proceeds so that the Certificates will not be “private activity bonds” within the meaning of section 141 of the Code. Furthermore, the City will not take a deliberate action (as defined in section 1.141-2(d)(3) of the Regulations) that causes the Certificates to be a “private activity bond” unless it takes a remedial action permitted by section 1.141-12 of the Regulations. (c) No Federal Guarantee. The City covenants not to take any action or omit to take any action that, if taken or omitted, would cause the Certificates to be “federally guaranteed” within the meaning of section 149(b) of the Code, except as permitted by section 149(b)(3) of the Code. (d) No Hedge Bonds. The City covenants not to take any action or omit to take action that, if taken or omitted, would cause the Certificates to be “hedge bonds” within the meaning of section 149(g) of the Code. (e) No Arbitrage Bonds. The City covenants that it will make such use of the proceeds of the Certificates (including investment income) and regulate the investment of such proceeds of the Certificates so that the Certificates will not be “arbitrage bonds” within the meaning of section 148(a) of the Code. (f) Required Rebate. The City covenants that, if the City does not qualify for an exception to the requirements of section 148(f) of the Code, the City will comply with the 122 -29- # DM8091590.1 requirement that certain amounts earned by the City on the investment of the gross proceeds of the Certificates, be rebated to the United States. (g) Information Reporting. The City covenants to file or cause to be filed with the Secretary of the Treasury an information statement concerning the Certificates in accordance with section 149(e) of the Code. (h) Record Retention. The City covenants to retain all material records relating to the expenditure of the proceeds (including investment income) the Certificates and the use of the property financed, directly or indirectly, thereby until three years after the last Certificate is redeemed or paid at maturity (or such other period as provided by subsequent guidance issued by the Department of the Treasury) in a manner that ensures their complete access throughout such retention period. (i) Registration. If the Certificates are “registration-required bonds” under section 149(a)(2) of the Code, the Certificates will be issued in registered form. (j) Favorable Opinion of Bond Counsel. Notwithstanding the foregoing, the City will not be required to comply with any of the federal tax covenants set forth above if the City has received an opinion of nationally recognized bond counsel that such noncompliance will not adversely affect the excludability of interest on the Certificates from gross income for federal income tax purposes. (k) Continuing Compliance. Notwithstanding any other provision of this Ordinance, the City’s obligations under the federal tax covenants set forth above will survive the defeasance and discharge of the Certificates for as long as such matters are relevant to the excludability of interest on the Certificates from gross income for federal income tax purposes. (l) Official Intent. For purposes of section 1.150-2(d) of the Regulations, to the extent that an official intent to reimburse has not previously been adopted by the City, this Ordinance serves as the City’s official declaration of intent to use proceeds of the Certificates to reimburse itself from proceeds of the Certificates issued in the maximum amount authorized by this Ordinance for certain expenditures paid in connection with the projects set forth herein. Any such reimbursement will only be made (i) for an original expenditure paid no earlier than 60 days prior to the date hereof and (ii) not later than 18 months after the later of (A) the date the original expenditure is paid or (B) the date the project to which such expenditure relates is placed in service or abandoned, but in to event more than three years after the original expenditure is paid. (m) Qualified Tax-Exempt Obligations. The Town hereby designates the Certificates 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 2021, including the Certificates, which have been designated as “qualified tax-exempt obligations” under section 265(b)(3) of the Code does not exceed $10,000,000, and (b) that the reasonably anticipated amount of its tax-exempt obligations which will be issued by the Town during calendar year 2021, including the Certificates, will not exceed $10,000,000. For purposes of this Section 9.11, the term “tax-exempt obligations” does not include “private activity bonds” within the meaning of section 141 of the Code, other than “qualified 123 -30- # DM8091590.1 501(c)(3) bonds” within the meaning of section 145 of the Code. In addition, for purposes of this Section 9.11, the Town includes all governmental units which are aggregate with the Town under section 265(b) of the Code. ARTICLE X DEFAULT AND REMEDIES Section 10.1. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of, redemption premium, if any, or interest on any of the Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement, or obligation of the Town, which default materially and adversely affects the rights of the Owners, including but not limited to their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of sixty (60) days after notice of such default is given by any Owner to the Town. Section 10.2. Remedies for Default. (a) Upon the happening of any Event of Default, then any Owner or an authorized representative thereof, including but not limited to a trustee or trustees therefor, may proceed against the Town for the purpose of protecting and enforcing the rights of the Owners under this Ordinance by mandamus or other suit, action or special proceeding in equity or at law in any court of competent jurisdiction for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Owners hereunder or any combination of such remedies. (b) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Owners of Certificates then outstanding. Section 10.3. Remedies Not Exclusive. (a) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Certificates 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 Certificates 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. 124 -31- # DM8091590.1 ARTICLE XI DISCHARGE Section 11.1. Discharge. The Certificates may be defeased, discharged or refunded in any manner permitted by applicable law. ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Section 12.1. Annual Reports. (a) The City shall provide annually to the MSRB, (1) within six months after the end of each fiscal year of the City, financial information and operating data with respect to the City of the general type included in the final Official Statement, being information described in Tables 1-3, 9, 10, 12, 13 and 18, including financial statements of the City if audited financial statements of the City are then available, and (2) if not provided as part such financial information and operating data, audited financial statements of the City within 12 months after the end of each fiscal year, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles prescribed by the Generally Accepted Accounting Principles or such other accounting principles as the City may be required to employ, from time to time, by State law or regulation, and (ii) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City shall file unaudited financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. (b) If the City 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 City otherwise would be required to provide financial information and operating data pursuant to this Section. (c) The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific referenced to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. Section 12.2. Material Event Notices. (a) The Town shall notify the MSRB, in a timely manner not in excess of ten (10) Business Days after the occurrence of the event, of any of the following events with respect to the Certificates: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults, if material; 125 -32- # DM8091590.1 (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (vii) Modifications to rights of holders of the Certificates, if material; (viii) Certificate calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution, or sale of property securing repayment of the Certificates, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or similar event of the Town; (xiii) The consummation of a merger, consolidation, or acquisition involving the Town or the sale of all or substantially all of the assets of the Town, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (xiv) Appointment of a successor Paying Agent/Registrar or change in the name of the Paying Agent/Registrar, if material. (xv) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. Any event described in (xii), is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, 126 -33- # DM8091590.1 arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person; and the City intends the words used in the immediately preceding paragraphs (xv) and (xvi) and the definition of financial obligations in those sections to have the same meanings as when they are used in rule and sec release no. 34-83885, dated August 20, 2018. (b) The Town shall provide to the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, notice of a failure by the Town to provide required annual financial information and notices of material events in accordance with Sections 12.01 and 12.02. All documents provided to the MSRB pursuant to this section shall be accompanied by identifying information as prescribed by the MSRB. Section 12.3. Limitations, Disclaimers and Amendments. (a) The Town shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the Town remains an “obligated person” with respect to the Certificates within the meaning of the Rule, except that the Town in any event will give notice of any redemption calls and any defeasances that cause the Town to be no longer an “obligated person.” (b) The provisions of this Article are for the sole benefit of the Owners and beneficial owners of the Certificates, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Town undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Town’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The Town does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE TOWN BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE TOWN, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (c) No default by the Town in observing or performing its obligations under this Article shall constitute a breach of or default under the Ordinance for purposes of any other provisions of this Ordinance. (d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the Town under federal and state securities laws. 127 -34- # DM8091590.1 (e) The provisions of this Article may be amended by the Town from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Town, but only if (i) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (A) the Owners of a majority in aggregate principal amount (or any greater amount required by any other provisions of this Ordinance that authorizes such an amendment) of the Outstanding Certificates 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 Certificates. 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. ARTICLE XIII AMENDMENTS Section 13.1. Amendments. This Ordinance shall constitute a contract with the Owners, be binding on the Town, and shall not be amended or repealed by the Town so long as any Certificate remains outstanding except as permitted in this Section. The Town may, without consent of or notice to any Owners, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Town may, with the written consent of the Owners of the Certificates holding a majority in aggregate principal amount of the Certificates then outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Owners of outstanding Certificates, no such amendment, addition, or rescission shall (i) extend the time or times of payment of the principal of and interest on the Certificates, reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Certificates, (ii) give any preference to any Certificate over any other Certificate, or (iii) reduce the aggregate principal amount of Certificates required to be held by Owners for consent to any such amendment, addition, or rescission. ARTICLE XIV MISCELLANEOUS Section 14.1. Changes to Ordinance. The Mayor and the Chief Financial Officer, in consultation with Bond Counsel, are hereby authorized to make changes to the terms of this Ordinance if necessary or desirable to carry out the purposes hereof or in connection with the approval of the issuance of the Certificates by the Attorney General of Texas. 128 -35- # DM8091590.1 Section 14.2. Partial Invalidity. If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of the Ordinance. Section 14.3. No Personal Liability. No recourse shall be had for payment of the principal of or interest on any Certificates or for any claim based thereon, or on this Ordinance, against any official or employee of the Town or any person executing any Certificates. ARTICLE XV EFFECTIVENESS Section 15.1. Effectiveness. This Ordinance shall take effect immediately from and after its passage. 129 Signature Page for Ordinance Series 2021 Combination Tax and Revenue Certificates of Obligation # DM8091590.1 APPROVED AND ADOPTED this August 24, 2021. Alicia Fleury, Mayor Town of Trophy Club, Texas [SEAL] ATTEST: Leticia Vacek, Town Secretary Town of Trophy Club, Texas 130 Page 1 of 2 To: Mayor and Town Council From: Mike Erwin, Finance Manager CC: Wade L. Carroll, Town Manager Leticia Vacek, Town Secretary Re: Ordinance for Updated Annual Service and Assessment Plan and Assessment Roll Town Council Meeting, August 24, 2021 Agenda Item: Consider and take appropriate action regarding an Ordinance of the Town Council of the Town of Trophy Club accepting and approving an Update of the Service and Assessment Plan and an Updated Assessment Roll for the Town of Trophy Club Public Improvement District No. 1 (Authorized Improvements Assessment); making and adopting findings; accepting and approving the annual Service Plan Update and Updated Assessment Roll; and providing an effective date (M. Erwin). Strategic Link: Administrative & Financial Services – Exercise fiscal discipline in all Town operations. Background and Explanation: Annually, the Town Council accepts the updated Service and Assessment Plan (SAP) and Assessment Roll for the Town of Trophy Club’s Public Improvement District No. 1 (PID). Revenue bonds were issued in 2007 for the acquisition, construction, and maintenance of this property (located at The Highlands of Trophy Club), and, in 2015, Special Assessment Revenue Refunding Bonds were issued. All funds have been expended for the Authorized Improvements. Financial Considerations: The SAP is prepared to identify the Authorized Improvements to be provided by the PID, including costs, indebtedness, and manner of assessing the property in the PID for the costs of the Authorized Improvements. This update for 2021 includes the assessment roll identifying each parcel based on the method of assessment set forth in the Service and Assessment Plan, as amended, and pursuant to this SAP update. No parcel subdivisions have been made since the last update of the Assessment Plan in 2020. 131 Page 2 of 2 Legal Review: None applicable Board/Commission/ or Committee Recommendation: None applicable Staff Recommendation: Staff recommends approval of the Ordinance No. 2021-15 Attachments: Ordinance No. 2021-15 Annual Service Plan Update (2021) Trophy Club PID No. 1 Town Council Approval: Mayor Alicia L. Fleury or designee 132 TOWN OF TROPHY CLUB ORDINANCE NO. 2021-15 AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS ACCEPTING AND APPROVING AN UPDATE OF THE SERVICE AND ASSESSMENT PLAN AND AN UPDATED ASSESSMENT ROLL FOR THE TOWN OF TROPHY CLUB PUBLIC IMPROVEMENT DISTRICT NO. 1 (“PID”) IN COMPLIANCE WITH CHAPTER 372 (AUTHORIZED IMPROVEMENT ASSESSMENT); MAKING AND ADOPTING FINDINGS; PROVIDING FOR THE INCORPORATION OF FINDINGS; ACCEPTING AND APPROVING THE ANNUAL SERVICE PLAN UPDATE AND UPDATED ASSESSMENT ROLL FOR PID ATTACHED AS EXHIBIT “A” HERETO; PROVIDING A CUMULATIVE REPEALER CLAUSE; PROVIDING SEVERABILITY, PROVIDING FOR ENGROSSMENT AND ENROLLMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on May 7, 2007, after due notice, the Town Council of the Town of Trophy Club, Texas (the “Town Council”) held the public hearing in the manner required by law on the advisability of the public improvements and services described in the petition as required by Sec. 372.009 of the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the “PID Act”) and made the findings required by Sec. 372.009(b) of the PID Act and, by Resolution No. 2007-08 adopted by a majority of the members of the Town Council, authorized the PID in accordance with its finding as to the advisability of the public improvements and services; and WHEREAS, on November 5, 2007, after notice and a public hearing conducted in the manner required by law, the Town Council adopted Ordinance No. 2007-29, which was supplemented by Ordinance No. 2009-24 adopted by the Town Council on September 28, 2009 (as supplemented, the “Assessment Ordinance”); and WHEREAS, on December 13, 2007, the Town Council issued special assessment revenue bonds secured by the assessments levied pursuant to the Assessment Ordinance (the “2007 Bonds”); and WHEREAS, on December 22, 2015, the Town Council issued special assessment revenue refunding bonds (the “2015 Bonds”), to refund in full the 2007 Bonds, such 2015 Bonds being secured by the assessments levied pursuant to the Assessment Ordinance; and WHEREAS, Section 372.013 of the PID Act and the Service and Assessment Plan require that the Service and Assessment Plan and Assessment Roll be annually reviewed and updated; and 133 ORD 2021-15 Page 2 of 4 WHEREAS, pursuant to the issuance of the 2015 Bonds, the Service and Assessment Plan should be updated to reflect the issuance of the 2015 Bonds; and WHEREAS, the Annual Service Plan Update and updated Assessment Roll attached as Exhibit “A” hereto conform the original Assessment Roll to the principal and interest payment schedule required for the 2015 Bonds, thereby reducing the amounts listed on the original Assessment Roll, and update the Assessment Roll to reflect prepayments, property divisions and changes to the budget allocation for District public improvements that occur during the year, if any; and WHEREAS, the Town Council now desires to proceed with the adoption of this Ordinance which supplements the Assessment Ordinance and approves and adopts the Annual Service Plan Update and the Updated Assessment Roll attached thereto, in conformity with the requirements of the PID Act, for the fiscal year beginning October 1, 2021, and ending September 30, 2022. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: SECTION 1. INCORPORATION OF FINDINGS The findings and determinations set forth in the preambles above are incorporated herein for all purposes and are hereby adopted. SECTION 2. ANNUAL SERVICE PLAN UPDATE AND UPDATED ASSESSMENT ROLL The Annual Service Plan Update and Updated Assessment Roll attached hereto as Exhibit “A” are hereby accepted and approved and compliance with the PID Act in all matters is required. SECTION 3. CUMULATIVE REPEALER That this Ordinance shall be cumulative of all other Ordinances and shall not repeal any of the provisions of such Ordinances except for those instances where there are direct conflicts with the provisions of this Ordinance. Ordinances or parts thereof in force at the time this Ordinance shall take effect and that are inconsistent with this Ordinance are hereby repealed to the extent that they are inconsistent with this Ordinance. Provided however, that any complaint, action, claim, or lawsuit which has been initiated or has arisen under or pursuant to such Ordinance on the date of adoption of this Ordinance shall continue to be governed by the provisions of that Ordinance and for that purpose the Ordinance shall remain in full force and effect. 134 ORD 2021-15 Page 3 of 4 SECTION 4. SEVERABILITY If any provision, section, subsection, sentence, clause, or phrase of this Ordinance, or the application of same to any person or set of circumstances is for any reason held to be unconstitutional, void, or invalid, the validity of the remaining portions of this Ordinance or the application to other persons or sets of circumstances shall not be affected thereby, it being the intent of the Town Council that no portion hereof, or provision or regulation contained herein shall become inoperative or fail by reason of any unconstitutionality, voidness, or invalidity of any other portion hereof, and all provisions of this Ordinance are declared to be severable for that purpose. SECTION 5. ENGROSSMENT AND ENROLLMENT The Town Secretary of the Town of Trophy Club is hereby directed to engross and enroll this Ordinance by filing this Ordinance in the ordinance records of the Town as required in the Town Charter. SECTION 6. EFFECTIVE DATE This Ordinance shall take effect, and the levy of the Assessments, and the provisions and terms of the Plan shall be and become effective on upon passage and execution hereof in accordance with the law. ADOPTED, PASSED, and APPROVED by the Town Council, by a vote of _______ members voting “for”, _______ members voting “against”, and with _______ absentees on this 24th day of August 2021. Alicia L. Fleury, Mayor Town of Trophy Club, Texas [SEAL] ATTEST:APPROVED AS TO FORM: Leticia Vacek, Town Secretary J. David Dodd III, Town Attorney Town of Trophy Club, Texas Town of Trophy Club, Texas 135 Exhibit “A” Annual Service Plan Update and Updated Assessment Roll 136 137 138 139 140 141 142 143 144 145 146 147 148 149 1371 PAGES, AVAILABLE UPON REQUEST AT TOWN HALL 150 151 FIXED ASSESSMENT: TAX RATE = $0.06412 TAX RATE = $0.06476 FY 22 $510,812 PARKS ROADS TRAILSLANDSCAPING AND IRRIGATION WATER DISTRIBUTION LINESDRAINAGE IMPROVEMENTS EMS SERVICES FIRE SUPPRESSION & CONTROL INSPECTION SERVICESARSON INVESTIGATIONS HAZARDOUS MATERIAL RESPONSE SEARCH AND RESCUE 0.99% TOTAL COST FOR FY 21 = EMERGENCY SERVICES ASSESSMENT: TOTAL COST FOR FY 22 =$528,546 This assessment pays for the proportionate share of Fire Services, just as residents outside of the PID pay their proportionate share through the MUD. FY 21 Property owners in the Public Improvement District also pay an assessment on public improvements constructed in the PID. In 2007, $27,500,000 in Series 2007 Bonds were issued for payment on thoroughfare improvements, water distribution systems, elevated water tank, wastewater collection systems, trail systems, open space and public parks within the boundaries of the PID. The annual assessment for FY22 is between $1,241.77 and $2,342.97 based on lot size and are programmed to increase by 1.5% each year. These payments are applicable until 2032. For information on individual payoff amounts, contact DTA at (949)955-1500. In 2007 the Town of Trophy Club created the first municipally bonded Public Improvement District (PID) in the State of Texas. The District was created principally to finance certain public improvement projects for the remaining portions of the residential component of the master planned development known as “The Highlands”. A Service and Assessment Plan was then established setting forth a plan to cover the costs for improvement projects and services which would be assessed against the properties within the District for payment of the special assessments. The PID District includes approximately 609 acres or 23% of the corporate limits located within the Town of Trophy Club. The District is generally located in the North and Northwest areas of Town. For a more precise location of the PID’s boundaries or to find out if your home is located in the PID, contact us at (682)237-2900. www.TROPHYCLUB.ORG/PID PUBLIC IMPROVEMENT DISTRICT ASSESSMENTS: PUBLIC IMPROVEMENT DISTRICT BOUNDARIES: home pays annually$320.60 which is approx. LESS$3.20 than last year, in FY 21. , Trophy Club $500,000 The AVERAGE 152 To: Mayor and Town Council From: Mike Erwin, Finance Manager CC: Wade Carroll, Town Manager Leticia Vacek, Town Secretary/RMO Ernest Gillespie, Staff Accountant Re: Procurement of Annual Licensing and Support from Tyler Technologies (Incode) Town Council Meeting, August 24, 2021 Agenda Item: Consider and take appropriate action regarding a request for procurement of Tyler Technologies (Incode); and authorizing the Mayor or her designee to execute all necessary documents. Explanation: The proposed request is for the annual licensing and support costs for Tyler Technologies (Incode) beginning September 1, 2021. This request meets all our purchasing guidelines and is purchased off the approved Sourcewell, (formerly National Joint Powers Alliance (NJPA)) contract. The total annual licensing and support cost for Tyler Technologies is not to exceed $60,000, $48,602 for Tyler Annual Software and $9,438 for implementation of Incode 10 Dallas Regional Warrant Interface. The total of the FY21 requisition is $42,060.25 and the majority of the increase is due to moving Incode services to the cloud and the additional warrant software. Strategic Link: Infrastructure & Development – Maintain and improve all Town infrastructure. Administrative & Financial Services – Exercise fiscal discipline in all Town operations. Administrative & Financial Services – Provide high value technology and information services. Financial Considerations: This item is budgeted for in the Information Services budget under Software & Support. Legal Review: Not Applicable. Board/Commission/or Committee Recommendation: Not Applicable. 153 Staff Recommendation: Staff recommends approval of the Agreement as presented. Attachments: Tyler Technologies Software as a Service Agreement Town Council Approval: _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Mayor Alicia Fleury or designee 154 1 SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; WHEREAS, Client is a member of Sourcewell (formerly known as National Joint Powers Alliance) (“Sourcewell”) under member number 164444. WHEREAS, Tyler participated in the competitive bid process in response to Sourcewell RFP #090320 by submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell contract, numbered 090320-TTI (hereinafter, the “Sourcewell Contract”); WHEREAS, documentation of the Sourcewell competitive bid process, as well as Tyler’s contract with and pricing information for Sourcewell is available at https://sourcewell-mn.gov/cooperative- purchasing/; and WHEREAS, Client desires to purchase off the Sourcewell Contract to procure financial, customer relationship, court, and EnerGov management software functionality from Tyler, which Tyler agrees to deliver pursuant to the Sourcewell Contract and under the terms and conditions set forth below; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows: SECTION A – DEFINITIONS  “Agreement” means this Software as a Service Agreement.  “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.  “Client” means the Town of Trophy Club, Texas.  “Data” means your data necessary to utilize the Tyler Software.  “Data Storage Capacity” means the contracted amount of storage capacity for your Data identified in the Investment Summary.  “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation.  “Defined Users” means the number of users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A 155 2 contains EnerGov labeled software, defined users mean the maximum number of named users that are authorized to use the EnerGov labeled modules as indicated in the Investment Summary.  “Developer” means a third party who owns the intellectual property rights to Third Party Software.  “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation.  “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement.  “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us.  “Investment Summary” means the agreed upon cost proposal for the products and services attached as Exhibit A.  “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B.  “Order Form” means an ordering document that includes a quote or investment summary and specifying the items to be provided by Tyler to Client, including any addenda and supplements thereto.  “SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary.  “SaaS Services” means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services.  “SLA” means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C.  “Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.  “Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary.  “Third Party Products” means the Third Party Software and Third Party Hardware.  “Third Party Services” means the third party services, if any, identified in the Investment Summary.  “Third Party Software” means the third party software, if any, identified in the Investment Summary.  “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties’ products or services, as applicable.  “Tyler” means Tyler Technologies, Inc., a Delaware corporation.  “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.  “we”, “us”, “our” and similar terms mean Tyler.  “you” and similar terms mean Client. 156 3 SECTION B – SAAS SERVICES 1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, as further described in Section C(9). The foregoing notwithstanding, to the extent we have sold you perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms and conditions of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download. 2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s). 3. Ownership. 3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services. 3.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services. 4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement. 5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C(9), below, the SLA and our then current Support Call Process. 157 4 6. SaaS Services. 6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 18. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution of a mutually agreeable Non-Disclosure Agreement (“NDA”), we will provide you with a summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information. If our SaaS Services are provided using a 3rd party data center, we will provide available compliance reports for that data center. 6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers. 6.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event of a data center failure, we reserve the right to employ our disaster recovery plan for resumption of the SaaS Services. In that event, we commit to a Recovery Point Objective (“RPO”) of 24 hours and a Recovery Time Objective (“RTO”) of 24 hours. RPO represents the maximum duration of time between the most recent recoverable copy of your hosted Data and subsequent data center failure. RTO represents the maximum duration of time following data center failure within which your access to the Tyler Software must be restored. 6.4 We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the event that any unauthorized access to your database(s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software. Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer. 6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific. Should you request a client-specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request. 6.6 We will be responsible for importing back-up and verifying that you can log-in. You will be responsible for running reports and testing critical processes to verify the returned Data. 158 5 6.7 We provide secure Data transmission paths between each of your workstations and our servers. 6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel. Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access. 6.9 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. SECTION C – PROFESSIONAL SERVICES 1. Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary and described in the Statement of Work. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. 3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. 4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. 5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you. 159 6 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. 7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies. 8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission). 9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will: 9.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy); 9.2 provide support during our established support hours; 9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 9.4 make available to you all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy. We will use all reasonable efforts to perform support services remotely. Currently, we use a third-party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the 160 7 equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes. For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design; (c) other consulting services; or (d) support outside our normal business hours as listed in our then- current Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks’ advance notice. SECTION D – THIRD PARTY PRODUCTS 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be governed by the Third Party Terms. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant access to the Third Party Software. 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware. 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products. 4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third-party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy. SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2). 2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues 161 8 presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. SECTION F – TERM AND TERMINATION 1. Term. The initial term of this Agreement is equal to the number of years indicated for SaaS Services in Exhibit A, commencing on the first day of the first month following the Effective Date, unless earlier terminated as set forth below. If no duration is indicated in Exhibit A, the initial term is one (1) year. Upon expiration of the initial term, this Agreement will renew automatically for additional one (1) year renewal terms at our then-current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement. 2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2). 2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don’t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. 2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section H(3). 2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more. 2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience. 162 9 SECTION G – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties, or your willful infringement. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense. 163 10 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request. SECTION H – GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then-current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date. 3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will 164 11 convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. 5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect 165 12 the rights of third parties under any Third Party Terms. 11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. 15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. 16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials. 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; 166 13 (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. 18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your Data. In the event we detect malware or other conditions associated with your Data that are reasonably suspected of putting Tyler resources or other Tyler clients’ data at risk, we reserve the absolute right to move your Data from its location within a multi-tenancy Tyler hosted environment to an isolated “quarantined” environment without advance notice. Your Data will remain in such quarantine for a period of at least six (6) months during which time we will review the Data, and all traffic associated with the Data, for signs of malware or other similar issues. If no issues are detected through such reviews during the six (6) month period of quarantine, we will coordinate with you the restoration of your Data to a non-quarantined environment. In the event your Data must remain in quarantine beyond this six (6) month period through no fault of Tyler’s, we reserve the right to require payment of additional fees for the extended duration of quarantine. We will provide an estimate of what those costs will be upon your request. 19. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. 20. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law. 21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 22. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement. 167 14 23. Contract Documents. This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Schedule 1: Business Travel Policy Exhibit C Service Level Agreement Schedule 1: Support Call Process IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below. Tyler Technologies, Inc. Town of Trophy Club, TX By: By: Name: Name: Title: Title: Date: Date: Address for Notices: Address for Notices: Tyler Technologies, Inc. Town of Trophy Club One Tyler Drive 100 Municipal Drive Yarmouth, ME 04096 Trophy Club, TX 76262 Attention: Chief Legal Officer Attention: Mike Erwin 168 Exhibit A 1 Exhibit A Investment Summary The following Investment Summary details the software and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 169 2021-265686-B4D0W5 1 of 4 Sales Quotation For: Town of Trophy Club 100 Municipal Dr Trophy Club TX 76262 Mike Erwin merwin@trophyclub.org Phone: +1 (682) 237-2900 Tyler Annual Software - SaaS Description List Price Discount Annual Incode Incode 10 Financial Management Suite Core Financials $ 8,652 $ 0 $ 8,652 Electronic Time Clock Interface $ 932 $ 0 $ 932 Fixed Assets $ 776 $ 0 $ 776 Personnel Management (Includes Position Budgeting)$ 5,001 $ 0 $ 5,001 Employee Self Service (Employee Portal) [32]$ 0 $ 0 $ 0 Project Accounting $ 1,243 $ 0 $ 1,243 Purchasing $ 1,865 $ 0 $ 1,865 Incode 10 Customer Relationship Management Suite Cashiering $ 2,177 $ 0 $ 2,177 Cashiering Receipt Import (Generic Interface)$ 1,243 $ 0 $ 1,243 Quoted By:DK Robertson Quote Expiration:1/18/22 Quote Name: 170 2021-265686-B4D0W5 2 of 4 Incode 10 Court Suite Criminal Court Case Management $ 3,108 $ 0 $ 3,108 Court/Police Interface (Import or Export of Citations/Warrants/Dispositions)$ 1,639 $ 0 $ 1,639 Collection Agency Export Interface $ 1,749 $ 0 $ 1,749 EnerGov Business Management $ 1,855 $ 0 $ 1,855 Citizen Self Service - Business Management $ 976 $ 0 $ 976 Citizen Self Service - Community Development $ 1,343 $ 0 $ 1,343 Community Development (Formally PLM)$ 4,003 $ 0 $ 4,003 GIS $ 2,343 $ 0 $ 2,343 iG Workforce Apps [4]$ 1,220 $ 0 $ 1,220 Tyler Content Management Tyler Content Manager Enterprise Edition (includes Advanced OCR, Workflow, Self Service)$ 8,477 $ 0 $ 8,477 TOTAL:$ 48,602 $ 0 $ 48,602 Term # of Years:3 Summary One Time Fees Recurring Fees Total SaaS $ 48,602 Total Tyler Services Summary Total $ 48,602 Contract Total $ 48,602 171 2021-265686-B4D0W5 3 of 4 Comments Some services may be delivered remotely via web-based training. Expenses associated with onsite services are invoiced as incurred according to Tyler's standard business travel policy. SaaS is considered a term of one year unless otherwise indicated. Cashiering supports credit/debit cards via ETS, includes PCI Compliant, a cash collection interface, a cashiering receipt import) Core Financials includes general ledger, budget prep, bank recon, AP, CellSense, a standard forms pkg, output director, positive pay, secure signatures (qty 2). LTC-DB Conversion - The Client will provide Tyler with the legacy sources in scope of the project to perform the templated conversion. The Templated conversion allows the Client to import its legacy data into a Legacy type configured case in the new EnerGov application. All converted data that will come over to EnerGov will be viewed as historical and not active. iG Workforce - iG Inspect and iG Enforce provide a mobile solution for field personnel to capture inspection and code data remotely. Tyler will assist to connect IG Apps to the EnerGov suite, and support testing. These applications are available on iOS. Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms, subject to payment terms in an agreement, amendment, or similar document in which this sales quotation is included:172 2021-265686-B4D0W5 4 of 4 • License fees for Tyler and third-party software are invoiced upon the earlier of (i) delivery of the license key or (ii) when Tyler makes such software available accessible. • Fees for hardware are invoiced upon delivery. • Fees for year one of hardware maintenance are invoiced upon delivery of the hardware. • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software accessible to the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the agreement, with renewals invoiced annually thereafter in accord with the Agreement. • Fees for services included in this sales quotation shall be invoiced as indicated below. o Implementation and other professional services fees shall be invoiced as delivered. o Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. o Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. o Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. o If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. o Notwithstanding anything to the contrary stated above, the following payment terms shall apply to fees specifically for migrations: Tyler will invoice Client 50% of any Migration Services Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Annual SaaS Fees will be invoiced upon availability of the hosted environment. Any SaaS or hosted solutions added to an agreement containing Client-hosted Tyler solutions are subject to Tyler’s SaaS Services terms found here: https://www.tylertech.com/terms/tyler-saas-services. Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later. Customer Approval:Date: Print Name:P.O.#: 173 2021-269499-D2N0G9 1 of 4 Sales Quotation For: Town of Trophy Club 100 Municipal Dr Trophy Club TX 76262 Phone: +1 (682) 237-2900 Tyler Software Description License Discount License Total Annual Maintenance Incode Incode 10 Court Suite Dallas Regional Warrant Interface $ 7,500 $ 1,500 $ 6,000 $ 0 TOTAL:$ 7,500 $ 1,500 $ 6,000 $ 0 Tyler Annual Software - SaaS Description List Price Discount Annual Incode Incode 10 Court Suite Dallas Region Warrant Interface Annual SaaS Fee $ 3,188 $ 0 $ 3,188 TOTAL:$ 3,188 $ 0 $ 3,188 Quoted By: Quote Expiration: Quote Name: Exhibit A DK Robertson 2/9/22 Dallas Region Warrant Interface 174 2021-269499-D2N0G9 2 of 4 Services Description Hours/Units Price Discount Extended Price Maintenance Other Services Project Management 1 $ 250 $ 0 $ 250 $ 0 TOTAL:$ 250 $ 0 $ 250 $ 0 Summary One Time Fees Recurring Fees Total Tyler Software $ 6,000 Total SaaS $ 3,188 Total Tyler Services $ 250 Summary Total $ 6,250 $ 3,188 Contract Total $ 9,438 175 2021-269499-D2N0G9 3 of 4 Comments Some services may be delivered remotely via web-based training. Expenses associated with onsite services are invoiced as incurred according to Tyler's standard business travel policy. SaaS is considered a term of one year unless otherwise indicated. Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms, subject to payment terms in an agreement, amendment, or similar document in which this sales quotation is included: • License fees for Tyler and third-party software are invoiced upon the earlier of (i) delivery of the license key or (ii) when Tyler makes such software available accessible. • Fees for hardware are invoiced upon delivery. • Fees for year one of hardware maintenance are invoiced upon delivery of the hardware. • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software accessible to the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the agreement, with renewals invoiced annually thereafter in accord with the Agreement. • Fees for services included in this sales quotation shall be invoiced as indicated below. o Implementation and other professional services fees shall be invoiced as delivered. o Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. o Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. o Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. o If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement.176 2021-269499-D2N0G9 4 of 4 o Notwithstanding anything to the contrary stated above, the following payment terms shall apply to fees specifically for migrations: Tyler will invoice Client 50% of any Migration Services Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Annual SaaS Fees will be invoiced upon availability of the hosted environment. Any SaaS or hosted solutions added to an agreement containing Client-hosted Tyler solutions are subject to Tyler’s SaaS Services terms found here: https://www.tylertech.com/terms/tyler-saas-services. Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later. Customer Approval:Date: Print Name:P.O.#: 177 Exhibit B 1 Exhibit B Invoicing and Payment Policy We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees will be at our then-current rates. 2. License Fees. License fees are invoiced upon the Effecitve Date. 3. Maintenance and Support Fees. If applicable, Year 1 maintenance and support fees are waived through the earlier of (a) availability of the Tyler Software for use in a live production environment; or (b) one (1) year from the Effective Date. Year 2 maintenance and support fees, at our then-current rates, are payable on that earlier-of date, and subsequent maintenance and support fees are invoiced annually in advance of each anniversary thereof. Your fees for each subsequent year will be set at our then-current rates. 4. Other Tyler Software and Services. 4.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN. 4.2 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. 4.3 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis. 4.4 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as 178 Exhibit B 2 estimated, we will bill you the actual services delivered on a time and materials basis. 4.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement. 4.6 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document. 4.7 Annual Services: Unless otherwise indicated in this Exhibit B, fees for annual services are due annually, in advance, commencing on the availability of the service. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual fees will be at our then-current rates. 3. Third Party Products. 3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading. 3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading. 3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. 4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in Schedule A and may be increased by Tyler upon notice of no less than thirty (30) days. 5. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B as Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available. 6. Credit for Prepaid Maintenance and Support Fees for Tyler Software. Client will receive a credit for the maintenance and support fees prepaid for the Tyler Software for the time period commencing on the first day of the SaaS Term. 179 Exhibit B 3 Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting AR@tylertech.com. 180 Exhibit B Schedule 1 1 Exhibit B Schedule 1 Business Travel Policy 1. Air Travel A. Reservations & Tickets The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee’s total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee’s total trip duration, the connecting flight should be accepted. Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have many restrictions that outweigh the cost-savings. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five (5) days = one (1) checked bag • Six (6) or more days = two (2) checked bags Baggage fees for sports equipment are not reimbursable. 181 Exhibit B Schedule 1 2 2. Ground Transportation A. Private Automobile Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. B. Rental Car Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined. C. Public Transportation Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately. D. Parking & Tolls When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. “No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. 182 Exhibit B Schedule 1 3 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem. Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Lunch and dinner Depart after 12:00 noon Return Day Dinner Return before 12:00 noon Breakfast Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: Breakfast 15% Lunch 25% Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. 183 Exhibit B Schedule 1 4 5. Internet Access – Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable. 6. International Travel All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the “lowest practical coach fare” with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed. When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable. The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable. Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section. 184 Exhibit C 1 Exhibit C Service Level Agreement I. Agreement Overview This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. All other support services are documented in the Support Call Process. II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement. Actual Attainment: The percentage of time the Tyler Software is available during a calendar quarter, calculated as follows: (Service Availability – Downtime) ÷ Service Availability. Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third-party providers over whom we exercise no control. Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present. Emergency Maintenance: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client. Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window. Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure. Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week. III. Service Availability a. Your Responsibilities Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned 185 Exhibit C 2 Downtime, a Client Error Incident, Denial of Service attack or Force Majeure). We will also work with you to resume normal operations. c. Client Relief Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS fees paid for the calendar quarter. In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen days (15) of the end of the applicable quarter. We will respond to your relief request within thirty (30) day(s) of receipt. The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption. Client Relief Schedule Actual Attainment Client Relief 99.99% - 98.00% Remedial action will be taken 97.99% - 95.00% 4% Below 95.00% 5% IV. Maintenance Notifications We perform Standard Maintenance during limited windows that are historically known to be reliably low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you. Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable that the Tyler Software will be unavailable during the maintenance window. 186 Exhibit C Schedule 1 1 Exhibit C Schedule 1 Support Call Process Support Channels Tyler Technologies, Inc. provides the following channels of software support*: (1) Tyler Community – an on-line resource, Tyler Community provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (2) On-line submission (portal) – for less urgent and functionality-based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website. (3) Email – for less urgent situations, users may submit unlimited emails directly to the software support group. (4) Telephone – for urgent or complex questions, users receive toll-free, unlimited telephone software support. * Channel availability may be limited for certain applications. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website – www.tylertech.com – for accessing client tools and other information including support contact information. (2) Tyler Community – available through login, Tyler Community provides a venue for clients to support one another and share best practices and resources. (3) Knowledgebase – A fully searchable depository of thousands of documents related to procedures, best practices, release information, and job aides. (4) Program Updates – where development activity is made available for client consumption. Support Availability Standard Support Tyler Technologies standard support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage across these time zones. Additionally, some clients may obtain support for certain Tyler solutions outside of standard times as further detailed below. Availability and cost of support outside of standard times is at Tyler’s discretion. Tyler’s holiday schedule is outlined below. There will be no standard support coverage on these days. 187 Exhibit C Schedule 1 2 New Year’s Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day Labor Day Support Outside of Standard Times For clients who obtain 24 x 7 support, we will provide you with procedures for contacting support staff outside standard support times for reporting Priority Level 1 Defects only. Upon receipt of such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below. For some Tyler solutions, we will also make commercially reasonable efforts to be available for one pre- scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment. Issue Handling Incident Tracking Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique incident number. This system tracks the history of each incident. The incident tracking number is used to track and reference open issues when clients contact support. Clients may track incidents, using the incident number, through the portal at Tyler’s website or by calling software support directly. Incident Priority Each incident is assigned a priority number, which corresponds to the client’s needs and deadlines. The client is responsible for reasonably setting the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the client towards clearly understanding and communicating the importance of the issue and to describe generally expected responses and resolutions. Priority Level Characteristics of Support Incident Resolution Targets 1 Critical Support incident that causes (a) complete application failure or application unavailability; (b) application failure or unavailability in one or more of the client’s remote location; or (c) systemic loss of multiple essential system functions. Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of the support incident. Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within one (1) business day. For non- hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. 188 Exhibit C Schedule 1 3 Priority Level Characteristics of Support Incident Resolution Targets 2 High Support incident that causes (a) repeated, consistent failure of essential functionality affecting more than one user or (b) loss or corruption of data. Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the support incident. Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within ten (10) business days. For non- hosted customers, Tyler’s responsibility for loss or corrupted data is limited to assisting the client in restoring its last available database. 3 Medium Priority Level 1 incident with an existing circumvention procedure, or a Priority Level 2 incident that affects only one user or for which there is an existing circumvention procedure. Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of the support incident. Tyler shall use commercially reasonable efforts to resolve such support incidents without the need for a circumvention procedure with the next published maintenance update or service pack. For non- hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. 4 Non- critical Support incident that causes failure of non-essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days. Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. Incident Escalation Tyler Technology’s software support consists of four levels of personnel: (1) Level 1: front-line representatives (2) Level 2: more senior in their support role, they assist front-line representatives and take on escalated issues (3) Level 3: assist in incident escalations and specialized client issues (4) Level 4: responsible for the management of support teams for either a single product or a product group If a client feels they are not receiving the service needed, they may contact the appropriate Software Support Manager. After receiving the incident tracking number, the manager will follow up on the open issue and determine the necessary action to meet the client’s needs. On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler encourages clients to communicate the level of urgency or priority of software support issues so that we can respond appropriately. A software support incident can be escalated by any of the following methods: 189 Exhibit C Schedule 1 4 (1) Telephone – for immediate response, call toll-free to either escalate an incident’s priority or to escalate an issue through management channels as described above. (2) Email – clients can send an email to software support in order to escalate the priority of an issue (3) On-line Support Incident Portal – clients can also escalate the priority of an issue by logging into the client incident portal and referencing the appropriate incident tracking number. Remote Support Tool Some support calls require further analysis of the client’s database, process, or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Support is able to quickly connect to the client’s desktop and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. 190 1 9 0 Future Agenda Items August, 2021 Future Agenda Items will be divided into 3 Categories: 1) Current listing of all future agenda items requested by Council that have not been addressed. 2) Items that have been researched and are scheduled for a report to Council (first 2-4 weeks). 3) Items that Council has requested additional research/staff time on and will be brought back for public discussion at a Council Meeting. Council will be provided updates on items that require significant time. The Future Agenda Items list will be placed on the Council Meeting agenda to provide a status on all items. The current list will be reviewed and as items are completed; said items will be removed. The Council may add items as needed to the list. 1) Receive an update regarding Entryway Monumentation/Landscaping for the Town of Trophy Club. As reported at the September 8th Council Meeting; bids came in over budget. The Council rejected the bids. Will look at possibly re-bidding the item in Late Fall/Early Winter of FY21. Meeting date has been set for August 20, 2021 at 1PM 2) Develop a strategic plan for the Town addressing future goals with budgetary needs for each department. Said item was re-emphasized at the February Council Retreat Strategic Plan will be presented December, 2021 3) Town Staff to draft and implement a citizen’s survey. Due to budget constraints, item was eliminated from the budget and delayed until FY21. Presentation of outcomes presented to Council and findings will be incorporated into the Strategic Plan to be delivered to Council December, 2021. Revised by LVacek August 12, 2021 191 192 From: Michael Geraci <mgeraci@trophyclub.org> Sent: Friday, August 20, 2021 11:53:55 AM To: MayorAndCouncil <MayorAndCouncil@trophyclub.org> Cc: Leticia Vacek <lvacek@trophyclub.org> Subject: Resignation Dear Mayor and Town Council, It has been my honor to serve our citizens and the Town of Trophy Club as a member of the Trophy Club Town Council. Due to the demands of my full time job, which has resulted in extensive travel demands, and family commitments, I regret to inform the Trophy Club Town Council that I render my resignation effective upon acceptance from council at the meeting on August 24th. Once again, it has been my pleasure and honor to serve our citizens. I look forward to future opportunities to served the greater community after this season of life passes. Respectfully, L. Michael Geraci Sent from my iPhone -- Attention: Please note any correspondence, such as e-mail or letters, sent to Town staff or officials may become a public record and made available for public/media review. -- Public Officials: A "reply to all" of this e-mail may lead to violations of the Texas Open Meetings Act. Please reply only to the sender. [020415] 193 Page 1 of 1 To: Mayor and Town Council From: Leticia Vacek, Town Governance Officer/Town Secretary/RMO CC: Wade Carroll, Town Manager Re: Order/Ordinance 2021-17 Town Council Meeting, August 24, 2021 Agenda Item: Approving Order/Ordinance 2021-17 Calling a Special Election for November 2, 2021, for the purpose of electing One (1) Council Member for Place No. 2 for an Unexpired Term of Office to expire May 2023 and One (1) Council Member for Place No. 5 for an Unexpired Term of Office to expire May 2022 due to the resignations of Greg Wilson (Place No. 2) and Michael Geraci (Place No. 5). Strategic Link: Administrative & Financial Services - Provide strong internal and external marketing and communications. The Early Voting Period and Election Day hours will be advertised on the Town’s Web Page and the Town Marquees as well as distributed via social media. Background and Explanation: Council Member Place No. 2 position has an unexpired term that ends May 2023. Council Member Place No. 5 position has an unexpired term that ends May 2022. The candidate that receives a majority of votes is elected. The filing period begins August 25, 2021, weekdays only from 8 am – 5 pm, and ends September 1, 2021 at 5 pm. A Drawing for the Placement of the Candidate Names on the Ballot will be held on September 1, 2021 at 5:30 PM (EOC Room at Town Hall). Financial Considerations: The cost of the election has yet to be determined and will be based on the number of entities that participate in the Joint Elections in Denton and Tarrant Counties. Legal Review: Reviewed and approved by Town Attorney. Staff Recommendation: The Town Governance Officer recommends approval of Order/Ordinance 2021-17 Calling the Special Election on November 2, 2021. 194 195 196 197 198 199 200 201 202 203 204 205 206 207