Agenda Packet TC 05/07/2007 1
Town of Trophy Club
Town Council Regular Meeting Agenda
100 Municipal Drive
Trophy Club, Texas 76262
Monday, May 7, 2007
7:00 P.M.
A.1 Call to order and announce a quorum.
A.2 Invocation.
A.3 Pledge of allegiance to the American Flag.
Pledge of allegiance to the Texas Flag.
"Honor the Texas flag, I pledge allegiance to thee, Texas one and indivisible."
A.4 Discuss and take appropriate action regarding a Proclamation proclaiming May
13-19, 2007 as National Police Week.
A.5 Tarrant County Commissioner Gary Fickes to address Council on transportation
issues, and Council discussion of same.
A.6 Citizen presentations: this is an opportunity for citizens to address the Council on
any matter whether or not it is posted on the agenda. The Council is not
permitted to take action on or discuss any presentations made to the Council at
this time concerning an item not listed on the agenda. The Council will hear
presentations on specific agenda items prior to the Council addressing those
items.
B.1 Public Hearing: To consider the Petition for the Creation of a Public
Improvement District within the Town of Trophy Club for the Highlands at Trophy
Club Residential Development.
C.1 Discuss and take appropriate action relative to Final Plat approval of an
approximate 12.23 acre tract of land legally described as A. Medlin Survey,
Abstract No. 832, known as Churchill Downs. Applicant: Southwest T.O.O.
Development L.L.C. (FP-07-011)
A. Discuss and take appropriate action regarding the approval of the Subdivider's
Agreement for a 12.23 acre tract of land legally described as A. Medlin Survey,
Abstract No. 832, known as Churchill Downs.
C.2 Discuss and take appropriate action on a request for Preliminary Plat approval
for Lots 1 and 2, Block 1 and Lots 1 and 2, Block 2, NWISD High School No. 2,
being 92.655 acres of land located in the T. Calaway Survey, Abstract 272, the T.
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Kelly Survey, Abstract 704m and the J. Henry Survey, Abstract 529. Applicant:
MJ Thomas Engineering, LLC. (PP-07-015)
C.3 Discuss and take appropriate action regarding award/rejection of bid(s) for
Paving and Drainage Improvements for portions of Trophy Club, Greenleaf and
Timberline Drives.
C.4 Discuss and take appropriate action regarding an Ordinance authorizing the
issuance and sale of Town of Trophy Club, Texas, Combination Tax and
Revenue Certificate of Obligation, Series 2007, in the principal amount of
$474,000; levying an annual ad valorem tax and providing for the additional
security and payment of said Certificate of Obligation; awarding to purchaser;
and enacting other provisions relating to the subject.
C.5 Discuss and take appropriate action regarding the approval of an expenditure of
EDC 4A funds not to exceed sixty one thousand nine hundred and thirty four
dollars and seventy nine cents ( $61,934.79 ) for the replacement and repair of
pool infrastructure and additional shade structure and furniture amenities.
C.6 Discuss and take appropriate action regarding the Petition for the Creation of a
Public Improvement District within the Town of Trophy Club for the Highlands at
Trophy Club Residential Development and a Resolution authorizing the creation
of the District.
C.7 Discuss and take appropriate action regarding the Highlands at Trophy Club
Development and Public Improvement District Agreement.
C.8 Items for Future Agenda.
C.9 Reports. There will be no action taken regarding any individual project posted
under this item and discussion will be limited. If extensive discussion is required,
the item may be placed on a future agenda.
(a) Town Manager's Report.
D.1 Pursuant to Texas Government Code, Annotated, Subchapter 551, Section
551.071 (a) & (b) "Consultation with Attorney", the Council will enter into
executive session to discuss the following:
(A) Consultation with Town Attorney on a matter in which the duty of the Attorney to the
Governmental Body under the Disciplinary Rules of Professional Conduct of the
State Bar of Texas clearly conflict with the Open Meetings Act (551.071 (b)).
(1) Legal advice relative to The Highlands At Trophy Club Development and Public
Improvement District Agreement and Petition for Creation of the PID.
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E.1 Discuss and take appropriate action relative to Executive Session Item Number
D1.
F.1 Adjourn.
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.A.1
Call to order and announce a quorum.
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.A.2
Invocation.
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.A.3
Pledge of allegiance to the American Flag.
Pledge of allegiance to the Texas Flag.
"Honor the Texas flag, I pledge allegiance to thee, Texas one and indivisible."
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.A.4
Discuss and take appropriate action regarding a Proclamation proclaiming
May 13-19, 2007 as National Police Week.
EXPLANATION:
RECOMMENDATION:
ACTION BY COUNCIL:
(SK)
Attachments: 1. Proclamation
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TOWN OF TROPHY CLUB, TEXAS
PROCLAMATION NO. 2007-
May 13-19, 2007 as National Police Week
WHEREAS, The Congress and President of the United States have designated
May 15th as Peace Officers' Memorial Day, and the week in which May 15th falls as
National Police week; and
WHEREAS, the members of the law enforcement agency of the Town of Trophy
Club, Texas play an essential role in safeguarding the rights and freedoms of Town of
Trophy Club, Texas; and
WHEREAS, it is important that all citizens know and understand the duties,
responsibilities, hazards, and sacrifices of their law enforcement agency, and that
members of our law enforcement agency recognize their duty to serve the people by
safeguarding life and property, by protecting them against violence and disorder, and by
protecting the innocent against deception and the weak against oppression; and
WHEREAS, the men and women of the law enforcement agency of Town of
Trophy Club, Texas unceasingly provide a vital public service;
NOW, THEREFORE, I, Nick Sanders, Mayor of Town of Trophy Club, Texas,
call upon all citizens of Town of Trophy Club, Texas and upon all patriotic, civic and
educational organizations to observe the week of May 13th – 19th, 2007, as Police Week
with appropriate ceremonies and observances in which all of our people may join in
commemorating law enforcement officers, past and present, who, by their faithful and
loyal devotion to their responsibilities, have rendered a dedicated service to their
communities and, in so doing, have established for themselves an enviable and
enduring reputation for preserving the rights and security of all citizens.
I further call upon all citizens of Town of Trophy Club, Texas to observe May 15th,
2007, as Peace Officers' Memorial Day in honor of those law enforcement officers who,
through their courageous deeds, have made the ultimate sacrifice in service to their
community or have become disabled in the performance of duty, and let us recognize
and pay respect to the survivors of our fallen heroes.
PASSED AND APPROVED by the Town Council of the Town of Trophy Club,
Texas this 7th day of May, 2007.
_____________________________
Nick Sanders, Mayor
Town of Trophy Club, Texas
ATTEST: ________________________________
Lisa Ramsey, Town Secretary
Town of Trophy Club, Texas
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.A.5
Tarrant County Commissioner Gary Fickes to address Council on
transportation issues, and Council discussion of same.
EXPLANATION:
RECOMMENDATION:
ACTION BY COUNCIL:
Attachments: 1. None
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.A.6
Citizen presentations: this is an opportunity for citizens to address the
Council on any matter whether or not it is posted on the agenda. The
Council is not permitted to take action on or discuss any presentations
made to the Council at this time concerning an item not listed on the
agenda. The Council will hear presentations on specific agenda items prior
to the Council addressing those items.
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.B.1
Public Hearing: To consider the Petition for the Creation of a Public
Improvement District within the Town of Trophy Club for the Highlands at
Trophy Club Residential Development.
EXPLANATION:
Chapter 372 of the Local Government Code requires that a public hearing on the
advisability of the improvements be held prior to the establishment of a Public
Improvement District. Notice of the public hearing stating time and place of the hearing,
general nature of the proposed improvements, estimated cost of the improvements,
boundaries of the proposed assessment district, proposed method of assessment and
proposed apportionment of cost between the improvement district and the Town was
properly published in the Trophy Club Times.
RECOMMENDATION:
ACTION BY COUNCIL:
Attachments: 1. None
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.C.1
Discuss and take appropriate action relative to Final Plat approval of an
approximate 12.23 acre tract of land legally described as A. Medlin Survey,
Abstract No. 832, known as Churchill Downs. Applicant: Southwest T.O.O.
Development L.L.C. (FP-07-011)
A. Discuss and take appropriate action regarding the approval of the
Subdivider's Agreement for a 12.23 acre tract of land legally described as
A. Medlin Survey, Abstract No. 832, known as Churchill Downs.
STAFF COMMENTS:
P&Z Recommendation: At their April 19, 2007 meeting, the Planning & Zoning
Commission unanimously recommended approval of this request with the stipulations
that: the utility easement be shown on each individual lot, and spelling errors be
corrected on Note #3, Note #4, Notary, and Vicinity Map.
Staff has reviewed new submission and easements have been included and spelling
errors have been corrected as per the Planning & Zoning Commission stipulations.
Staff Recommendation: The Town is waiting on approval from the Corps of
Engineers for the right-of-way easement for the sanitary sewer line. Staff recommends
the Corps of Engineer approval be obtained prior to Town Council approval.
Purpose: To consider approval of a Final Plat for an approximate 12.23 acre tract of
land legally described as A. Medlin Survey, Abstract No. 832, known as Churchill
Downs.
Staff Findings: The plat has been reviewed by the Town Engineer, Water
Department, Fire Department and Planning staff and appears to be in compliance with
the Town’s Subdivision Regulations.
(ceh)
Attachments: 1. Plat
2. 30-Day Requirement Waiver
3. Explanation of Sub-Divider’s Agreement
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A. Discuss and take appropriate action regarding the approval of the
Subdivider's Agreement for a 12.23 acre tract of land legally described as
A. Medlin Survey, Abstract No. 832, known as Churchill Downs.
EXPLANATION:
The Town Council previously approved the standard form of subdivider's agreement
used by the Town, so that the only changes for Council review are related to the details
of each individual development. As of the date of posting of this Agenda, staff is
waiting for information from the Corp of Engineers to finalize the subdivider's
agreement; therefore, a final draft of the agreement is not included in the agenda item.
In the event that staff receives the necessary information prior to the May 7 meeting, a
final draft of the subdivider's agreement will be distributed to Council for review and/or
action. If the necessary information is not received, this item may be tabled along with
the final plat approval.
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.C.2
Discuss and take appropriate action on a request for Preliminary Plat
approval for Lots 1 and 2, Block 1 and Lots 1 and 2, Block 2, NWISD High
School No. 2, being 92.655 acres of land located in the T. Calaway Survey,
Abstract 272, the T. Kelly Survey, Abstract 704m and the J. Henry Survey,
Abstract 529. Applicant: MJ Thomas Engineering, LLC. (PP-07-015)
Explanation: P&Z Recommendation: At their April 19, 2007, meeting the Planning &
Zoning Commission recommended approval of this Preliminary Plat by a vote of 5-1.
(ceh)
Attachments: 1. Preliminary Plat Application
2. Site Diagrams
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.C.3
Discuss and take appropriate action regarding award/rejection of bid(s) for
Paving and Drainage Improvements for portions of Trophy Club, Greenleaf
and Timberline Drives.
EXPLANATION:
RECOMMENDATION:
ACTION BY COUNCIL:
(ba)
Attachments: 1. Recommendation Memorandum
2. Bid Tabs
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.C.4
Discuss and take appropriate action regarding an Ordinance authorizing
the issuance and sale of Town of Trophy Club, Texas, Combination Tax and
Revenue Certificate of Obligation, Series 2007, in the principal amount of
$474,000; levying an annual ad valorem tax and providing for the additional
security and payment of said Certificate of Obligation; awarding to
purchaser; and enacting other provisions relating to the subject.
EXPLANATION:
On April 2, 2007, Council adopted a resolution giving notice of its intention to issue
these funds for the purpose of constructing and improving the Town’s Harmony Park
and its improvements, and for paying legal, fiscal, and engineering fees in connection
with such project, as well as consider passage of an ordinance authorizing issuance at
a regular meeting on May 7, 2007. The Notice was published in the Trophy Club Times
on April 6, 2007 and April 13, 2007; therefore, this item is presented for Council
consideration.
RECOMMENDATION:
ACTION BY COUNCIL:
Attachments: 1. Ordinance
2. Amortization schedule
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TOWN OF TROPHY CLUB, TEXAS
ORDINANCE NO. 2007-
AUTHORIZING THE ISSUANCE AND SALE OF TOWN OF TROPHY CLUB,
TEXAS, COMBINATION TAX AND REVENUE CERTIFICATE OF
OBLIGATION, SERIES 2007, IN THE PRINCIPAL AMOUNT OF $474,000;
LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING FOR THE
ADDITIONAL SECURITY AND PAYMENT OF SAID CERTIFICATE OF
OBLIGATION; AWARDING TO PURCHASER; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT
WHEREAS, the Town Council of the Town of Trophy Club, Texas (the "Issuer") deems it
advisable to issue a Certificate of Obligation in the amount and for the purposes hereinafter set
forth;
WHEREAS, the Certificate of Obligation hereinafter authorized and designated (the
"Certificate of Obligation") is to be issued and delivered for cash pursuant to Subchapter C of
Chapter 271, Local Government Code and Chapter 1502, Government Code;
WHEREAS, the Town Council has heretofore passed a resolution authorizing and
directing the Town Secretary to give notice of intention to issue a Certificate of Obligation for the
purposes described above, and said notice has been duly published in a newspaper of general
circulation in said Issuer, said newspaper being a "newspaper" as defined in §2051.044, Texas
Government Code;
WHEREAS, the Issuer received no petition from the qualified electors of the Issuer
protesting the issuance of such Certificate of Obligation;
WHEREAS, it is considered to be to the best interest of the Issuer that said interest-
bearing Certificate of Obligation be issued; and
WHEREAS, It is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and
subject matter of the public business to be considered and acted upon at said meeting,
including this Ordinance, was given, all as required by the applicable provisions of Tex. Gov’t
Code Ann. ch. 551; Now, Therefore
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY
CLUB, TEXAS.
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATE OF
OBLIGATION. The recitals set forth in the preamble hereof are incorporated herein and shall
have the same force and effect as if set forth in this Section. The Certificate of Obligation of the
Town of Trophy Club, Texas (the "Issuer") is hereby authorized to be issued and delivered in
the aggregate principal amount of $474,000 for paying all or a portion of the Town's
contractual obligations for the purpose of constructing and improving the Town’s
Harmony Park and its improvements, and for paying legal, fiscal, and engineering fees
in connection with such project.
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Section 2. DESIGNATION, DATE, DENOMINATION, NUMBER, AND MATURITY OF
CERTIFICATE OF OBLIGATION. (a) Each Certificate of Obligation issued pursuant to this
Ordinance shall be designated: "TOWN OF TROPHY CLUB, TEXAS, COMBINATION TAX
AND REVENUE CERTIFICATE OF OBLIGATION, SERIES 2007," and there shall be issued,
sold, and delivered hereunder one fully registered Certificate of Obligation, without interest
coupons, dated May 1, 2007, in the denomination and principal amount of $474,000, numbered
R-1, with any Certificate of Obligation issued in replacement thereof being in the denomination
of the full principal amount of the series of which the Certificate of Obligation is issued, and
numbered consecutively from R-2 upward, payable in installments to the registered owner
thereof, or to the registered assignee of said Certificate of Obligation (in each case, the
"Registered Owner").
(b) Principal of said Certificate of Obligation shall mature and be payable in
installments on the dates and in the principal installment amounts and shall bear interest at the
per annum rates set forth in the following schedule:
MATURITY PRINCIPAL AMOUNT INTEREST RATE
9/1/07 $45,000 4.200%
9/1/08 $45,000 4.200%
9/1/09 $35,000 4.200%
9/1/10 $37,000 4.200%
9/1/11 $39,000 4.200%
9/1/12 $40,000 4.200%
9/1/13 $42,000 4.200%
9/1/14 $45,000 4.200%
9/1/15 $47,000 4.200%
9/1/16 $49,000 4.200%
9/1/17 $51,000 4.200%
(c) Said interest shall be payable in the manner provided and on the dates stated in
the FORM OF CERTIFICATE OF OBLIGATION set forth in this Ordinance.
(d) The term "Certificate of Obligation" as used in this Ordinance shall mean and include
collectively the Certificate of Obligation initially issued and delivered pursuant to this Ordinance
and any substitute Certificate of Obligation exchanged therefor, as well as any other substitute
or replacement Certificate of Obligation issued pursuant hereto, and the term "Certificate of
Obligation" shall mean any such Certificate of Obligation.
Section 3. CHARACTERISTICS OF THE CERTIFICATE OF OBLIGATION. (a)
Registration. The Issuer shall keep or cause to be kept at the principal corporate trust office of
ZIONS FIRST NATIONAL BANK, HOUSTON, TEXAS, the "Paying Agent/Registrar"), books or
records for the registration of the transfer and exchange of the Certificate of Obligation (the
"Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar
and transfer agent to keep such books or records and make such registrations of transfers and
exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations, transfers and
exchanges as herein provided within three days of presentation in due and proper form. The
Paying Agent/Registrar shall obtain and record in the Registration Books the address of the
Registered Owner of each Certificate of Obligation to which payments with respect to the
Certificate of Obligation shall be mailed, as herein provided; but it shall be the duty of each
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Registered Owner to notify the Paying Agent/Registrar in writing of the address to which
payments shall be mailed, and such interest payments shall not be mailed unless such notice
has been given. The Issuer shall have the right to inspect the Registration Books during regular
business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall
keep the Registration Books confidential and, unless otherwise required by law, shall not permit
their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard
or customary fees and charges for making such registration, transfer, exchange and delivery of
a substitute Certificate of Obligation. Registration of assignments, transfers and exchanges of
Certificate of Obligation shall be made in the manner provided and with the effect stated in the
FORM OF CERTIFICATE OF OBLIGATION set forth in this Ordinance. Each substitute
Certificate of Obligation shall bear a letter and/or number to distinguish it from each other
Certificate of Obligation.
(b) Authentication; Transfer and Exchange. Except as provided in subsection (f) of this
Section, an authorized representative of the Paying Agent/Registrar shall, before the delivery of
any such Certificate of Obligation, date and manually sign said Certificate of Obligation, and no
such Certificate of Obligation shall be deemed to be issued or outstanding unless such
Certificate of Obligation is so executed. No additional ordinances, orders, or resolutions need
be passed or adopted by the governing body of the Issuer or any other body or person so as to
accomplish the foregoing exchange of any Certificate of Obligation or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
Certificate of Obligation in the manner prescribed herein. Pursuant to Chapter 1201,
Government Code, as amended, the duty of transfer of Certificate of Obligation as aforesaid is
hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate of
Obligation, the exchanged Certificate of Obligation shall be valid, incontestable, and enforceable
in the same manner and with the same effect as the Certificate of Obligation that initially was
issued and delivered pursuant to this Ordinance, approved by the Attorney General and
registered by the Comptroller of Public Accounts.
(c) Paying Agent/Registrar. The Issuer covenants with the Registered Owner of the
Certificate of Obligation that at all times while the Certificate of Obligation is outstanding the
Issuer will provide a competent and legally qualified bank, trust company, financial institution or
other agency to act as and perform the services of Paying Agent/Registrar for the Certificate of
Obligation under this Ordinance, and that the Paying Agent/Registrar will be one entity. The
Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not
less than 20 days written notice to the Paying Agent/Registrar, to be effective not later than 15
days prior to the next principal or interest payment date after such notice. In the event that the
entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or
other method) should resign or otherwise cease to act as such, the Issuer covenants that
promptly it will appoint a competent and legally qualified bank, trust company, financial
institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any
change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall
transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent
books and records relating to the Certificate of Obligation, to the new Paying Agent/Registrar
designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the
Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar
to the Registered Owner of the Certificate of Obligation, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar.
By accepting the position and performing as such, each Paying Agent/Registrar shall be
deemed to have agreed to the provisions of this Ordinance, and a certified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
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(d) Payment of Certificate of Obligation and Interest. The Issuer hereby further appoints
the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on
the Certificate of Obligation, all as provided in this Ordinance. The Paying Agent/Registrar shall
keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with
respect to the Certificate of Obligation and shall properly and accurately record all payments on
the Certificate of Obligation on the Registration Books, and shall keep proper records of all
exchanges of the Certificate of Obligation, and all replacements of the Certificate of Obligation,
as provided in this Ordinance. However, in the event of a nonpayment of interest on a
scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and
when funds for the payment of such interest have been received from the Issuer. Notice of the
past due interest shall be sent at least five (5) business days prior to the Special Record Date
by United States mail, first-class postage prepaid, to the address of the Registered Owner
appearing on the Registration Books at the close of business on the last business day next
preceding the date of mailing of such notice.
(e) In General. The Certificate of Obligation (i) shall be issued in fully registered form,
without interest coupons, with the principal of and interest on such Certificate of Obligation to be
payable only to the Registered Owner thereof, (ii) may be exchanged for another Certificate of
Obligation, (iii) may be transferred and assigned, (iv) shall have the characteristics, (v) shall be
signed, sealed, executed and authenticated, (vi) the principal of and interest on the Certificate of
Obligation shall be payable, and (vii) shall be administered and the Paying Agent/Registrar and
the Issuer shall have certain duties and responsibilities with respect to the Certificate of
Obligation, all as provided, and in the manner and to the effect as required or indicated, in the
FORM OF CERTIFICATE OF OBLIGATION set forth in this Ordinance. The Certificate of
Obligation initially issued and delivered pursuant to this Ordinance is not required to be, and
shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate of
Obligation issued in exchange for any Certificate of Obligation issued under this Ordinance the
Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION
Certificate of Obligation, in the form set forth in the FORM OF CERTIFICATE OF OBLIGATION.
(f) Delivery of Certificate of Obligation. On the closing date, the Initial Certificate of
Obligation representing the entire principal amount of the Certificate of Obligation, payable to
the Purchaser, executed by manual or facsimile signature of the Mayor and Town Secretary,
approved by the Attorney General of Texas, and registered and manually signed by the
Comptroller of Public Accounts of the State of Texas, and with the date of delivery inserted
thereon by the Paying Agent/Registrar, will be delivered to the Purchaser.
Section 4. FORM OF CERTIFICATE OF OBLIGATION. The form of the Certificate of
Obligation, including the form of Paying Agent/Registrar's Authentication Certificate of
Obligation, the form of Assignment and the form of Registration Certificate of Obligation of the
Comptroller of Public Accounts of the State of Texas to be attached to the Certificate of
Obligation initially issued and delivered pursuant to this Ordinance, shall be, respectively,
substantially as follows, with such appropriate variations, omissions or insertions as are
permitted or required by this Ordinance.
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(a) FORM OF CERTIFICATE OF OBLIGATION.
NO. R-1 PRINCIPAL
AMOUNT
$474,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
TOWN OF TROPHY CLUB, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION
SERIES 2007
Interest Rate Delivery Date
As Shown Below June 7, 2007
REGISTERED OWNER: ZIONS FIRST NATIONAL BANK, HOUSTON, TEXAS
PRINCIPAL AMOUNT: FOUR HUNDRED SEVENTY FOUR THOUSAND DOLLARS
The Town of Trophy Club, Texas (the "Issuer"), being a political subdivision of the State
of Texas located in Denton County, for value received, promises to pay, from the sources
described herein, to the registered owner specified above, or registered assigns (the
"Registered Owner"), the principal amount specified above, and to pay interest thereon, from
the Delivery Date set forth above, on the balance of said principal amount from time to time
remaining unpaid, at the rates per annum set forth below, calculated on the basis of a 360-day
year of twelve 30-day months. The principal of this Certificate of Obligation shall mature and be
paid in installments on the dates and in the amounts set forth in the table below:
Maturity Principal Amount Interest Rate
9/1/07 $45,000 4.200%
9/1/08 $45,000 4.200%
9/1/09 $35,000 4.200%
9/1/10 $37,000 4.200%
9/1/11 $39,000 4.200%
9/1/12 $40,000 4.200%
9/1/13 $42,000 4.200%
9/1/14 $45,000 4.200%
9/1/15 $47,000 4.200%
9/1/16 $49,000 4.200%
9/1/17 $51,000 4.200%
THE PRINCIPAL OF AND INTEREST ON THIS Certificate of Obligation are payable in
lawful money of the United States of America, without exchange or collection charges. The
Issuer shall pay interest on the unpaid principal installments of this Certificate of Obligation on
September 1, 2007 and on each March 1 and September 1 thereafter to the date of maturity.
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The last principal installment of this Certificate of Obligation shall be paid to the Registered
Owner hereof upon presentation and surrender of this Certificate of Obligation at maturity, at
the principal office of ZIONS FIRST NATIONAL BANK, HOUSTON, TEXAS, which is the
"Paying Agent/Registrar" for this Certificate of Obligation. The payment of all other principal
installments of and interest on this Certificate of Obligation shall be made by the Paying
Agent/Registrar to the Registered Owner hereof on each principal and interest payment date by
check or draft, dated as of such principal and interest payment date, drawn by the Paying
Agent/Registrar on, and payable solely from, funds of the Issuer required by the Certificate of
Obligation Ordinance to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by
United States mail, first-class postage prepaid, on each such interest payment date, to the
Registered Owner hereof, at its address as it appeared on the last day of the month next
preceding each such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described. In addition, principal and interest may be paid by
such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the Registered Owner.
ANY ACCRUED INTEREST due in connection with the final installment of principal of
this Certificate of Obligation or upon redemption of this Certificate of Obligation in whole at the
option of the Issuer prior to maturity as provided herein shall be paid to the Registered Owner
upon presentation and surrender of this Certificate of Obligation for payment at the principal
corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the Registered
Owner of this Certificate of Obligation that on or before each principal payment date and interest
payment date for this Certificate of Obligation it will make available to the Paying
Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate of Obligation
Ordinance, the amounts required to provide for the payment, in immediately available funds, of
all principal of and interest on the Certificate of Obligation, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate of
Obligation shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in
the city where the principal corporate trust office of the Paying Agent/Registrar is located are
authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day that is not such a Saturday, Sunday, legal holiday or day on which banking
institutions are 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.
THIS CERTIFICATE OF OBLIGATION is dated May 1, 2007, and authorized in
accordance with the Constitution and laws of the State of Texas, in the principal amount of
$474,000, for paying all or a portion of the Town's contractual obligations for the purpose of
constructing and improving the Town’s Harmony Park and its improvements, and for paying
legal, fiscal, and engineering fees in connection with such project.
THE CERTIFICATE OF OBLIGATION OF THIS SERIES is issuable in the form of one
fully-registered Certificate of Obligation without coupons in the denomination of $474,000. This
Certificate of Obligation may be transferred or exchanged as provided in the Certificate of
Obligation Ordinance, only upon the registration books kept for that purpose at the above-
mentioned office of the Paying Agent/Registrar upon surrender of this Certificate of Obligation
together with a written instrument of transfer or authorization for exchange satisfactory to the
Paying Agent/Registrar and duly executed by the registered owner or his duly authorized
attorney, and thereupon a new Certificate of Obligation of the same maturity and in the same
aggregate principal amount shall be issued by the Paying Agent/Registrar to the transferee in
48
exchange therefor as provided in the Certificate of Obligation Ordinance, and upon payment of
the charges therein prescribed. The Issuer and the Paying Agent/Registrar may deem and treat
the person in whose name this Certificate of Obligation is registered as the absolute owner
hereof for the purpose of receiving payment of, or on account of, the principal price hereof and
interest due hereon and for all other purposes. The Paying Agent/Registrar shall not be
required to make any such transfer or exchange during the period commencing with the close of
business on any Record Date and ending with the opening of business on the next following
principal or interest payment date.
IN THE EVENT any Paying Agent/Registrar for the Certificate of Obligation is changed
by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the
Certificate of Obligation Ordinance that it promptly will appoint a competent and legally qualified
substitute therefor, and cause written notice thereof to be mailed to the Registered Owner of the
Certificate of Obligation.
THIS CERTIFICATE OF OBLIGATION shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the Certificate of Obligation Ordinance
until the Certificate of Obligation of Authentication shall have been executed by the Paying
Agent/Registrar or the Comptroller's Registration Certificate of Obligation hereon shall have
been executed by the Texas Comptroller of Public Accounts.
IT IS HEREBY certified, recited, and covenanted that this Certificate of Obligation has
been duly and validly authorized, issued, sold, and delivered; that all acts, conditions, and things
required or proper to be performed, exist, and be done precedent to or in the authorization,
issuance, and delivery of this Certificate of Obligation have been performed, existed, and been
done in accordance with law; that this Certificate of Obligation is a general obligation of the
Issuer, issued on the full faith and credit thereof; and that ad valorem taxes sufficient to provide
for the payment of the interest on and principal of this Certificate of Obligation, as such interest
and principal come due, have been levied and ordered to be levied against all taxable property
in the Issuer, and have been pledged for such payment, within the limit prescribed by law, and
that this Certificate of Obligation is additionally secured by and payable from the limited surplus
revenues of the Issuer's Harmony Park, Splash Park Water Pool, remaining after payment of all
operation and maintenance expenses thereof, and all debt service, reserve, and other
requirements in connection with all of the Issuer's revenue bonds or other obligations (now or
hereafter outstanding), which are payable from all or any part of the Net Revenues of the
Issuer's Harmony Park, Splash Park Water Pool.
BY BECOMING the Registered Owner of this Certificate of Obligation, the Registered
Owner thereby acknowledges all of the terms and provisions of the Certificate of Obligation
Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate
of Obligation Ordinance is duly recorded and available for inspection in the official minutes and
records of the governing body of the Issuer, and agrees that the terms and provisions of this
Certificate of Obligation and the Certificate of Obligation Ordinance constitute a contract
between the Registered Owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Certificate of Obligation to be
signed with the manual or facsimile signature of the Mayor of the Issuer and countersigned with
the manual or facsimile signature of the Town Secretary of said Issuer, and has caused the
official seal of the Issuer to be duly impressed, or placed in facsimile, on this Certificate of
Obligation.
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_________________________________ _____________________________
Town Secretary, Lisa Ramsey Mayor Nick Sanders
(SEAL)
(b) FORM OF PAYMENT RECORD.
PAYMENT RECORD
Date of
Payment
Principal Payment
(amount and
installment(s) to
which payment is
applied)
Remaining
Principal
Balance
Name and Title of
Authorized Officer
making Entry
Signature of
Authorized Officer
(c) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE OF
OBLIGATION.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE OF OBLIGATION
(To be executed if this Certificate of Obligation is not accompanied by an executed Registration
Certificate of Obligation of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Certificate of Obligation has been issued under the
provisions of the Certificate of Obligation Ordinance described in the text of this Certificate of
Obligation; and that this Certificate of Obligation has been issued in replacement of, or in
exchange for, a Certificate of Obligation or a Certificate of Obligation of a series that originally
was approved by the Attorney General of the State of Texas and registered by the Comptroller
of Public Accounts of the State of Texas.
Dated: . Zions First National Bank, Houston, Texas
Paying Agent/Registrar
By:______________________________
Authorized Representative
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(d) FORM OF ASSIGNMENT.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
______________________________________________________________________.
(Please insert Social Security or Taxpayer Identification Number of Transferee)
______________________________________________________________________
(Please print or typewrite name and address, including zip code, of Transferee.)
______________________________________________________________________
the within Certificate of Obligation and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________________________, attorney, to register the transfer of the
within Certificate of Obligation on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: .
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
NOTICE: The signature above must
correspond with the name of the registered
owner as it appears upon the front of this
Certificate of Obligation in every particular,
without alteration or enlargement or any
change whatsoever.
(e) FORM OF REGISTRATION CERTIFICATE OF OBLIGATION OF THE
COMPTROLLER OF PUBLIC ACCOUNTS.
COMPTROLLER'S REGISTRATION CERTIFICATE OF OBLIGATION:
REGISTER NO. ___________
I hereby certify that this Certificate of Obligation has been examined, certified as to
validity and approved by the Attorney General of the State of Texas, and that this Certificate of
Obligation has been registered by the Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this .
Comptroller of Public Accounts of the State of
Texas
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(COMPTROLLER'S SEAL)
Section 5. TAX LEVY. A special Interest and Sinking Fund (the "Interest and
Sinking Fund") is hereby created solely for the benefit of the Certificate of Obligation, and the
Interest and Sinking Fund shall be established and maintained by the Issuer at an official
depository bank of the Issuer. The Interest and Sinking Fund shall be kept separate and apart
from all other funds and accounts of the Issuer, and shall be used only for paying the interest on
and principal of the Certificate of Obligation. All ad valorem taxes levied and collected for and
on account of the Certificate of Obligation, together with any premium received from the sale of
the Certificate of Obligation, shall be deposited, as collected, to the credit of the Interest and
Sinking Fund. During each year while any of the Certificate of Obligation or interest thereon are
outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate
and amount of ad valorem tax which will be sufficient to raise and produce the money required
to pay the interest on the Certificate of Obligation as such interest comes due, and to provide
and maintain a sinking fund adequate to pay the principal of its Certificate of Obligation as such
principal matures (but never less than 2% of the original principal amount of the Certificate of
Obligation as a sinking fund each year).
Said tax shall be based on the latest approved tax rolls of the Issuer, with full allowance
being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad
valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in
the Issuer for each year while any of the Certificate of Obligation or interest thereon are
outstanding and unpaid; and said tax shall be assessed and collected each such year and
deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes
sufficient to provide for the payment of the interest on and principal of the Certificate of
Obligation, as such interest comes due and such principal matures, are hereby pledged for such
payment, within the limit prescribed by law.
Chapter 1208, Government Code, applies to the issuance of the Certificate of Obligation
and the pledge of the taxes granted by the Issuer under this Section, and is therefore valid,
effective, and perfected. Should Texas law be amended at any time while the Certificate of
Obligation are outstanding and unpaid, the result of such amendment being that the pledge of
the taxes granted by the Issuer under this Section is to be subject to the filing requirements of
Chapter 9, Business & Commerce Code, in order to preserve to the registered owners of the
Certificate of Obligation a security interest in said pledge, the Issuer agrees to take such
measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of Chapter 9, Business & Commerce Code and enable a filing of a security
interest in said pledge to occur.
Section 6. REVENUES. That said Certificate of Obligation, together with other
obligations of the Issuer, are additionally secured by and shall be payable from and secured by
the collection of the limited surplus revenues of the Issuer's Harmony Park, Splash Park Water
Pool, after payment of all expenses of operation and maintenance thereof, and all debt service,
reserve, and other requirements in connection with all of the Issuer's revenue Certificate of
Obligation or other obligations (now or hereafter outstanding), which are payable from all or any
part of the Net Revenues of the Issuer's Harmony Park, Splash Park Water Pool with such
amount of the revenues from the Harmony Park, Splash Park Water Pool constituting "Surplus
Revenues". The Issuer shall deposit such Surplus Revenues to the credit of the Interest and
Sinking Fund created pursuant to Section 5, to the extent necessary to pay the principal and
interest on the Certificate of Obligation. Notwithstanding the requirements of Section 5, if
revenues are actually on deposit or budgeted for deposit in the Interest and Sinking Fund in
52
advance of the time when ad valorem taxes are scheduled to be levied for any year, then the
amount of taxes which otherwise would have been required to be levied pursuant to Section 7
may be reduced to the extent and by the amount of the revenues then on deposit in the Interest
and Sinking Fund or budgeted for deposit therein.
Section 7. TRANSFER. That the Mayor and the Town Secretary are hereby ordered
to do any and all things necessary to accomplish the transfer of monies to the Interest and
Sinking Fund of this issue in ample time to pay such items of principal and interest.
Section 8. REMEDIES OF REGISTERED OWNER. In addition to all rights and
remedies of the Registered Owner of the Certificate of Obligation provided by the laws of the
State, the Issuer and the Town Council covenant and agree that in the event the Issuer defaults
in the payments of the principal of or interest on the Certificate of Obligation when due, or fails
to make the payments required by this Resolution, the Registered Owner of the Certificate of
Obligation shall be entitled to a writ of mandamus issued by a court of proper jurisdiction
compelling and requiring the Town Council and other officers of the Issuer to observe and
perform any covenant, obligation or condition prescribed in this Ordinance. No delay or
omission by any Registered Owner to exercise any right or power accruing to him upon default
shall impair any such right or power, or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right or power may be exercised from time to time and as
often as may be deemed expedient. The specific remedies mentioned in this Ordinance shall
be available to the Registered Owner of the Certificate of Obligation and shall be cumulative of
all other existing remedies.
Section 9. DEFEASANCE OF CERTIFICATE OF OBLIGATION. (a) Any Certificate
of Obligation and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Certificate of Obligation") within the meaning of this Ordinance,
except to the extent provided in subsection (d) of this Section, when payment of the principal of
such Certificate of Obligation, plus interest thereon to the due date (whether such due date be
by reason of maturity or otherwise) either (i) shall have been made or caused to be made in
accordance with the terms thereof, or (ii) shall have been provided for on or before such due
date by irrevocably depositing with or making available to the Paying Agent/Registrar in
accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for
such payment (1) lawful money of the United States of America sufficient to make such payment
or (2) Defeasance Securities that mature as to principal and interest in such amounts and at
such times as will insure the availability, without reinvestment, of sufficient money to provide for
such payment, and when proper arrangements have been made by the Issuer with the Paying
Agent/Registrar for the payment of its services until all Defeased Certificate of Obligation shall
have become due and payable. At such time as a Certificate of Obligation shall be deemed to
be a Defeased Certificate of Obligation hereunder, as aforesaid, such Certificate of Obligation
and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits
of, the ad valorem taxes herein levied and pledged or the revenues pledged as provided in this
Ordinance, and such principal and interest shall be payable solely from such money or
Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it
is hereby provided that any determination not to redeem Defeased Certificate of Obligation that
is made in conjunction with the payment arrangements specified in subsection (a)(i) or (ii) of this
Section shall not be irrevocable, provided that: (1) in the proceedings providing for such
payment arrangements, the Issuer expressly reserves the right to call the Defeased Certificate
of Obligation for redemption; (2) gives notice of the reservation of that right to the owners of the
Defeased Certificate of Obligation immediately following the making of the payment
53
arrangements; and (3) directs that notice of the reservation be included in any redemption
notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written
direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times
as hereinbefore set forth, and all income from such Defeasance Securities received by the
Paying Agent/Registrar that is not required for the payment of the Certificate of Obligation and
interest thereon, with respect to which such money has been so deposited, shall be turned over
to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement
pursuant to which the money and/or Defeasance Securities are held for the payment of
Defeased Certificate of Obligation may contain provisions permitting the investment or
reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance
Securities upon the satisfaction of the requirements specified in subsection (a)(i) or (ii) of this
Section. All income from such Defeasance Securities received by the Paying Agent/Registrar
which is not required for the payment of the Defeased Certificate of Obligation, with respect to
which such money has been so deposited, shall be remitted to the Issuer or deposited as
directed in writing by the Issuer.
(c) The term "Defeasance Securities" means (i) direct, noncallable obligations of the
United States of America, including obligations that are unconditionally guaranteed by the
United States of America., (ii) noncallable obligations of an agency or instrumentality of the
United States of America, including obligations that are unconditionally guaranteed or insured
by the agency or instrumentality and that, on the date of the purchase thereof are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or
other political subdivision of a state that have been refunded and that, on the date the governing
body of the Issuer adopts or approves the proceedings authorizing the financial arrangements
are rated as to investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent.
(d) Until the Defeased Certificate of Obligation shall have become due and payable, the
Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased
Certificate of Obligation the same as if they had not been defeased, and the Issuer shall make
proper arrangements to provide and pay for such services as required by this Ordinance.
Section 10. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATE OF OBLIGATION.(a) Replacement Certificate of Obligation. In the event any
outstanding Certificate of Obligation is damaged, mutilated, lost, stolen or destroyed, the Paying
Agent/Registrar shall cause to be printed, executed and delivered, a new Certificate of
Obligation of the same principal amount, maturity and interest rate, as the damaged, mutilated,
lost, stolen or destroyed Certificate of Obligation, in replacement for such Certificate of
Obligation in the manner hereinafter provided.
(b) Application for Replacement Certificate of Obligation. Application for replacement of
damaged, mutilated, lost, stolen or destroyed Certificate of Obligation shall be made by the
Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or
destruction of a Certificate of Obligation, the Registered Owner applying for a replacement
Certificate of Obligation shall furnish to the Issuer and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss
or damage with respect thereto. Also, in every case of loss, theft or destruction of a Certificate
of Obligation, the Registered Owner shall furnish to the Issuer and to the Paying
54
Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Certificate
of Obligation, as the case may be. In every case of damage or mutilation of a Certificate of
Obligation, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation
the Certificate of Obligation so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Certificate of Obligation shall have matured, and no default has occurred that is
then continuing in the payment of the principal of, redemption premium, if any, or interest on the
Certificate of Obligation, the Issuer may authorize the payment of the same (without surrender
thereof except in the case of a damaged or mutilated Certificate of Obligation) instead of issuing
a replacement Certificate of Obligation, provided security or indemnity is furnished as above
provided in this Section.
(d) Charge for Issuing Replacement Certificate of Obligation. Prior to the issuance of
any replacement Certificate of Obligation, the Paying Agent/Registrar shall charge the
Registered Owner of such Certificate of Obligation with all legal, printing, and other expenses in
connection therewith. Every replacement Certificate of Obligation issued pursuant to the
provisions of this Section by virtue of the fact that any Certificate of Obligation is lost, stolen or
destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or
destroyed Certificate of Obligation shall be found at any time, or be enforceable by anyone, and
shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all
other Certificate of Obligation duly issued under this Ordinance.
(e) Authority for Issuing Replacement Certificate of Obligation. In accordance with Sec.
1206.022, Government Code, this Section of this Ordinance shall constitute authority for the
issuance of any such replacement Certificate of Obligation without necessity of further action by
the governing body of the Issuer or any other body or person, and the duty of the replacement
of such Certificate of Obligation is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificate
of Obligation in the form and manner and with the effect, as provided in Section 3(a) of this
Ordinance for Certificate of Obligation issued in exchange for other Certificate of Obligation.
Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF THE CERTIFICATE
OF OBLIGATION; BOND COUNSEL'S OPINION; CUSIP NUMBERS; ENGAGEMENT OF
BOND COUNSEL. (a) The Mayor of the Issuer is hereby authorized to have control of the
Certificate of Obligation initially issued and delivered hereunder and all necessary records and
proceedings pertaining to the Certificate of Obligation pending its delivery and its examination,
and approval by the Attorney General of the State of Texas, and its registration by the
Comptroller of Public Accounts of the State of Texas. Upon registration of the Certificate of
Obligation said Comptroller of Public Accounts (or a deputy designated in writing to act for said
Comptroller) shall manually sign the Comptroller's Registration Certificate of Obligation attached
to such Certificate of Obligation, and the seal of said Comptroller shall be impressed, or placed
in facsimile, on such Certificate of Obligation. The approving legal opinion of the Issuer's Bond
Counsel and the assigned CUSIP numbers (if any) may, at the option of the Issuer, be printed
on the Certificate of Obligation issued and delivered under this Ordinance, but neither shall have
any legal effect, and shall be solely for the convenience and information of the Registered
Owner of the Certificate of Obligation. In addition, if bond insurance is obtained, the Certificate
of Obligation may bear an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Certificate of
Obligation is subject to the initial purchaser being furnished with the final, approving opinion of
McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as
55
of and delivered on the date of initial delivery of the Certificate of Obligation to the initial
purchaser. The engagement of such firm as bond counsel to the Issuer in connection with
issuance, sale and delivery of the Certificate of Obligation is hereby approved and confirmed.
The execution and delivery of an engagement letter between the Issuer and such firm, with
respect to such services as bond counsel, is hereby authorized in such form as may be
approved by the Mayor, and the Mayor is hereby authorized to execute such engagement letter.
Section 12. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
CERTIFICATE OF OBLIGATION. (a) Covenants. The Issuer covenants to take any action
necessary to assure, or refrain from any action that would adversely affect, the treatment of the
Certificate of Obligation as an obligation described in section 103 of the Internal Revenue Code
of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income"
of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer
covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of
the Certificate of Obligation (less amounts deposited to a reserve fund, if any) are used
for any "private business use," as defined in section 141(b)(6) of the Code or, if more
than 10 percent of the proceeds or the projects financed therewith are so used, such
amounts, whether or not received by the Issuer, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Certificate of Obligation, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Certificate
of Obligation or the projects financed therewith (less amounts deposited into a reserve
fund, if any) then the amount in excess of 5 percent is used for a "private business use"
that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the
Code, to the governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Certificate of Obligation (less amounts
deposited into a reserve fund, if any) is directly or indirectly used to finance loans to
persons, other than state or local governmental units, in contravention of section 141(c)
of the Code;
(4) to refrain from taking any action that would otherwise result in the Certificate
of Obligation being treated as "private activity bonds" within the meaning of section
141(b) of the Code;
(5) to refrain from taking any action that would result in the Certificate of
Obligation being "federally guaranteed" within the meaning of section 149(b) of the
Code;
(6) to refrain from using any portion of the proceeds of the Certificate of
Obligation, directly or indirectly, to acquire or to replace funds that were used, directly or
indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code)
that produces a materially higher yield over the term of the Certificate of Obligation,
other than investment property acquired with –
56
(A) proceeds of the Certificate of Obligation invested for a reasonable
temporary period of 3 years or less or, in the case of a refunding bond, for a
period of 30 days or less until such proceeds are needed for the purpose for
which the bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Certificate of Obligation;
(7) to otherwise restrict the use of the proceeds of the Certificate of Obligation or
amounts treated as proceeds of the Certificate of Obligation, as may be necessary, so
that the Certificate of Obligation do not otherwise contravene the requirements of section
148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the
Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Certificate of Obligation) an amount that
is at least equal to 90 percent of the "Excess Earnings," within the meaning of section
148(f) of the Code and to pay to the United States of America, not later than 60 days
after the Certificate of Obligation have been paid in full, 100 percent of the amount then
required to be paid as a result of Excess Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a
"Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of
America, and such Fund shall not be subject to the claim of any other person, including without
limitation the Registered Owners. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Use of Proceeds. The Issuer understands that the term "proceeds" includes
"disposition proceeds" as defined in the Treasury Regulations (hereinafter defined) and, in the
case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds
expended prior to the date of issuance of the Certificate of Obligation. It is the understanding of
the Issuer that the covenants contained herein are intended to assure compliance with the Code
and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant
thereto (the "Treasury Regulations"). In the event that regulations or rulings are hereafter
promulgated that modify or expand provisions of the Code, as applicable to the Certificate of
Obligation, the Issuer will not be required to comply with any covenant contained herein to the
extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Certificate of
Obligation under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated that impose additional requirements applicable to the Certificate of Obligation, the
Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion
of nationally recognized bond counsel, to preserve the exemption from federal income taxation
of interest on the Certificate of Obligation under section 103 of the Code. In furtherance of such
intention, the Issuer hereby authorizes and directs the Mayor to execute any documents,
Certificate of Obligation or reports required by the Code and to make such elections, on behalf
of the Issuer, that may be permitted by the Code as are consistent with the purpose for the
issuance of the Certificate of Obligation.
57
(d) Allocation of, and Limitation on, Expenditures for the Project. The Issuer covenants
to account for the expenditure of sale proceeds and investment earnings to be used for the
construction and acquisition of the Project on its books and records by allocating proceeds to
expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the
Project is completed. The foregoing notwithstanding, the Issuer shall not expend proceeds of
the sale of the Certificate of Obligation or investment earnings thereon more than 60 days after
the earlier of (1) the fifth anniversary of the delivery of the Certificate of Obligation, or (2) the
date the Certificate of Obligation is retired, unless the Issuer obtains an opinion of nationally-
recognized bond counsel that such expenditure will not adversely affect the status, for federal
income tax purposes, of the Certificate of Obligation or the interest thereon. For purposes
hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that
such failure to comply will not adversely affect the excludability for federal income tax purposes
from gross income of the interest.
(e) Disposition of Project. The Issuer covenants that the Project will not be sold or
otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other
compensation, unless the Issuer obtains an opinion of nationally-recognized bond counsel that
such sale or other disposition will not adversely affect the tax-exempt status of the Certificate of
Obligation. For purposes of the foregoing, the portion of the property comprising personal
property and disposed in the ordinary course shall not be treated as a transaction resulting in
the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be
obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will
not adversely affect the excludability for federal income tax proposes from gross income of the
interest.
Section 13. SALE OF CERTIFICATE OF OBLIGATION. (a) The Certificate of
Obligation is hereby initially sold and shall be delivered to ZIONS FIRST NATIONAL BANK,
HOUSTON, TEXAS for cash for the par value thereof in accordance with an investment letter, a
copy of which is attached hereto as Exhibit A, which includes a schedule of the Certificate of
Obligation installments, maturities and interest rate assigned to the aforesaid Certificate of
Obligation.
(b) The Mayor and all other officers, employees and agents of the Issuer, and each of
them, shall be and they are hereby expressly authorized, empowered and directed from time to
time and at any time to do and perform all such acts and things and to execute, acknowledge
and deliver in the name and on behalf of the Issuer a Paying Agent/Registrar Agreement with
the Paying Agent/Registrar and all other instruments, whether or not herein mentioned, as may
be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the
Certificate of Obligation and the sale of the Certificate of Obligation. In case any officer whose
signature shall appear on any Certificate of Obligation shall cease to be such officer before the
delivery of such Certificate of Obligation, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 14. INTEREST EARNINGS ON CERTIFICATE OF OBLIGATION
PROCEEDS. Interest earnings derived from the investment of proceeds from the sale of the
Certificate of Obligation shall be used along with other Certificate of Obligation proceeds for the
Project; provided that after completion of such purpose, if any of such interest earnings remain
on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further
provided, however, that any interest earnings on Certificate of Obligation proceeds that are
required to be rebated to the United States of America pursuant to Section 10 hereof in order to
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prevent the Certificate of Obligation from being arbitrage bonds shall be so rebated and not
considered as interest earnings for the purposes of this Section.
Section 15. CONSTRUCTION FUND. (a) The Issuer hereby creates and establishes
and shall maintain on the books of the Issuer a separate fund to be entitled the "Series 2007
Combination Tax and Revenue Certificate of Obligation Construction Fund" for use by the
Issuer for payment of all lawful costs associated with the acquisition and construction of the
Project as hereinbefore provided. Upon payment of all such costs, any moneys remaining on
deposit in said Fund shall be transferred to the Interest and Sinking Fund. Amounts so
deposited to the Interest and Sinking Fund shall be used in the manner described in Section 5
of this Ordinance.
(b) The Issuer may place proceeds of the Certificate of Obligation (including investment
earnings thereon) and amounts deposited into the Interest and Sinking Fund in investments
authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as
amended; provided, however, that the Issuer hereby covenants that the proceeds of the sale of
the Certificate of Obligation will be used as soon as practicable for the purposes for which the
Certificate of Obligation is issued.
(c) All deposits authorized or required by this Ordinance shall be secured to the fullest
extent required by law for the security of public funds.
Section 16. METHOD OF AMENDMENT. The Issuer hereby reserves the right to
amend this Ordinance subject to the following terms and conditions, to-wit:
(a) The Issuer may from time to time, without the consent of the Registered Owner,
except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in
order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially
adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit
of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this
Ordinance and that shall not materially adversely affect the interests of the holders, (v) qualify
this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions
of federal laws from time to time in effect, or (iv) make such other provisions in regard to matters
or questions arising under this Ordinance as shall not be inconsistent with the provisions of this
Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely
affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the Registered Owner shall have the
right from time to time to approve any amendment hereto that may be deemed necessary or
desirable by the Issuer; provided, however, that without the consent of the Registered Owner,
nothing herein contained shall permit or be construed to permit amendment of the terms and
conditions of this Ordinance or in the Certificate of Obligation so as to:
(1) Reduce the rate of interest borne by the Certificate of Obligation;
(2) Reduce the amount of the principal of, or redemption premium, if any,
payable on the Certificate of Obligation;
(3) Modify the terms of payment of principal or of interest on the Certificate of
Obligation or impose any condition with respect to such payment; or
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(4) Change the requirement with respect to Registered Owner consent to such
amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the
Issuer shall send by U.S. mail to the Registered Owner a copy of the proposed amendment.
(d) Whenever at any time within one year from the date of publication of such notice the
Issuer shall receive an instrument or instruments executed by the Registered Owner, which
instrument or instruments shall refer to the proposed amendment and that shall specifically
consent to and approve such amendment, the Issuer may adopt the amendment in substantially
the same form.
(e) Upon the adoption of any amendatory ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and the
Registered Owner shall thereafter be determined, exercised, and enforced, subject in all
respects to such amendment.
(f) Any consent given by the Registered Owner of a Certificate of Obligation pursuant to
the provisions of this Section shall be irrevocable for a period of six months from the date of
such consent, and shall be conclusive and binding upon all future holders of the same
Certificate of Obligation during such period. Such consent may be revoked at any time after six
months from the date of consent by the Registered Owner who gave such consent, or by a
successor in title, by filing notice with the Issuer.
(g) For the purposes of establishing ownership of the Certificate of Obligation, the Issuer
shall rely solely upon the registration of the ownership of such Certificate of Obligation on the
registration books kept by the Paying Agent/Registrar.
Section 17. NO RULE 15c2-12 UNDERTAKING. The Issuer has not made an
undertaking in accordance with Rule 15c2-12 of the Securities and Exchange Commission (the
"Rule"). The Issuer is not, therefore, obligated pursuant to the Rule to provide any on-going
disclosure relating to the Issuer or the Certificate of Obligation.
Section 18. OTHER REPRESENTATIONS AND COVENANTS. The Issuer further
covenants or warrants as follows:
(a) The Issuer is a duly organized and existing Town of the State of Texas under the
Constitution and laws of the State of Texas.
(b) The Issuer is duly authorized under the laws of the State of Texas to issue the
Certificates of Obligation; all action on its part for the creation and issuance, including the
authorization and execution of the Ordinance, of the Certificates of Obligation has been duly
and effectively taken; the Issuer has complied with notice requirements and/or open meetings
laws; and the Ordinance, and the Certificates in the hands of the Registered Owners thereof,
are and will be valid and enforceable obligations of the Issuer, enforceable against the Issuer in
accordance with their terms.
(c) The Certificates of Obligation upon issuance and approval by the Attorney General of
the State of Texas will be legal, valid and binding obligations of the Issuer, enforceable against
the Issuer in accordance with their terms, subject to bankruptcy, insolvency, or other laws
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affecting creditors; rights generally and as may be affected by matters involving the exercise of
equitable or judicial discretion.
(d) The adoption, execution and/or delivery of the Certificates of Obligation and the
Ordinance, and the compliance by the Issuer with their provisions, will not conflict with or
constitute a breach of or default under any court decree or order or any agreement, indenture,
lease or other instruments or any existing law or administrative regulation, decree or order to
which the Issuer is subject or by which the Issuer is or may be bound.
(e) No litigation is pending that would adversely affect the financial condition of the
Issuer, and no legal or governmental proceedings or litigation of any nature has been filed or is
now pending or, to restrain or enjoin the issuance or delivery of the Certificates of Obligation or
the transactions contemplated under, or the validity of, this Ordinance or the Certificates of
Obligation, that would affect the provisions made for the payment or security of the Certificates
of Obligation, or that in any manner questions the proceedings or authority concerning the
issuance of the Certificates of Obligation.
(f) There has been no default or non-appropriation of any obligations of the Issuer.
Section 19. APPROPRIATION. There is hereby appropriated for transfer into
the Interest and Sinking Fund, from available funds of the Issuer, moneys sufficient to
pay the interest coming due on September 1, 2007.
Section 20. EFFECTIVE DATE. In accordance with the provisions of V.T.C.A.,
Government Code, Section 1201.028, this Ordinance shall be effective immediately upon its
adoption by the Town Council.
Section 21. SEVERABILITY. If any section, article, paragraph, sentence, clause,
phrase or word in this Ordinance, or application thereof to any persons or circumstances is held
invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the
validity of the remaining portion of this Ordinance, despite such invalidity, which remaining
portions shall remain in full force and effect.
Section 22. EFFECTIVE DATE. This Ordinance shall become effective from and
after its date of adoption and publication as provided by law, and it is so ordained.
PASSED AND APPROVED by the Town of Trophy Club, Texas this the 7th day of May
2007.
Mayor Nick Sanders
Town of Trophy Club, Texas
Effective
Date:
[SEAL]
ATTEST:
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Town Secretary, Lisa Ramsey
Town of Trophy Club, Texas
APPROVED TO AS FORM:
Town Attorney, Patricia Adams
Town of Trophy Club, Texas
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EXHIBIT A
Investment Letter
ZIONS FIRST NATIONAL BANK
May 7, 2007
Town of Trophy Club, Texas
100 Municipal Drive
Trophy Club, Texas 76262
Southwest Securities, Inc.
1201 Elm Street, Suite 3500
Dallas, Texas 75270
McCall, Parkhurst & Horton, LLP
717 North Harwood, 9TH Floor
Dallas, Texas 75201
Re: Town of Trophy Club, Texas Combination Tax and Revenue
Certificate of Obligation, Series 2007, in the principal amount of $474,000
Ladies and Gentlemen:
This letter constitutes the undersigned's (the "Purchaser") agreement to purchase all of
the above-captioned Certificate of Obligation (the "Certificate of Obligation") issued in the
aggregate principal amount of $474,000 by the Town of Trophy Club (the "Issuer") for $474,000
having the terms set forth in that certain ordinance adopted by the Issuer on May 7, 2007 (the
"Ordinance"). In connection with such agreement to purchase, the undersigned represents as
follows:
1. We are a financial institution, to-wit: a "bank" as defined in Section 3(a)(2) of the Securities
Act of 1933.
2. We have sufficient knowledge and experience in financial and business matters, including
purchase and ownership of municipal and other tax-exempt obligations of a nature similar to the
Certificate of Obligation to be able to evaluate the risks and merits of the investment
represented by the purchase of the Certificate of Obligation.
3. We are acquiring the Certificate of Obligation for our own account, and not with a view to, or
for sale in connection with, any distribution of the Certificate of Obligation or any part thereof.
We have not offered to sell, solicited offers to buy, or agreed to sell the Certificate of Obligation
or any part thereof, and we have no present intention of reselling or otherwise disposing of the
Certificate of Obligation.
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4. We acknowledge that the Issuer has not undertaken to make any on-going disclosures for
the benefit of the registered owners of the Certificate of Obligation in accordance with Rule
15c2-12 of the Securities and Exchange Commission. As a sophisticated investor, we have
made our own credit inquiry and analysis with respect to the Issuer and the Certificate of
Obligation, and have made an independent credit decision based upon such inquiry and
analysis. The Issuer has furnished to us all the information which we as a reasonable investor
have requested of the Issuer as a result of our having attached significance thereto in making
our investment decision with respect to the Certificate of Obligation, and we have had the
opportunity to ask questions of and receive answers from knowledgeable individuals concerning
the Issuer and the Certificate of Obligation. We are able and willing to bear the economic risk of
the purchase and ownership of the Certificate of Obligation. We are not relying on McCall,
Parkhurst & Horton L.L.P., the Issuer's Bond Counsel, or Southwest Securities, the Issuer's
Financial Advisor, as to the completeness or accuracy of any financial information provided to
us by the Issuer in connection with our determination to purchase the Certificate of Obligation.
5. We acknowledge that the Certificate of Obligation will be delivered in physical form. We
understand that the Certificate of Obligation has not been registered with any federal or state
securities agency or commission.
6. We acknowledge that the Certificate of Obligation are transferrable only by notation on the
registration books maintained by the Paying Agent/Registrar for the Certificate of Obligation and
are freely transferrable provided that:
(i) the transferring holder thereof shall first have complied with all applicable state and
federal securities laws and regulations;
(ii) the transferring holder thereof can transfer the Certificate of Obligation only to:
(a) a transferee who executes and delivers to the Issuer a letter of the transferee
substantially to the effect of this letter; or
(b) a transferee who qualifies as a qualified institutional investor; or
(c) a transferee who qualifies as an "accredited investor" within the meaning of
Section 2(15) of the 1933 Act; or
(d) a securitization Special Purpose Vehicle ("SPV") the interests in which SPV
are sold to institutional investors only; and
(iii) the transferring holder thereof will not prepare or furnish, or cause to be prepared or
furnished, any disclosure regarding the Issuer’s finances without the prior review and
written consent of the Issuer, in the Issuer’s sole discretion.
7. Notwithstanding anything herein to the contrary, our obligation to purchase the Certificate of
Obligation shall be subject to the condition precedent that from the date hereof to the date of
delivery of the Certificate of Obligation, there shall not have occurred any:
(i) material adverse change in the financial condition or general affairs of the Issuer;
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(ii) event, court decision, proposed law or rule which may have the effect of changing the
federal income tax incidents of the Issuer or of the ownership of the Certificate of
Obligation or the interest thereon or the transactions contemplated herein; or
(iii) international or national crisis, suspension of stock exchange trading or banking
moratorium materially affecting, in our opinion, the market value of the Certificate of
Obligation.
ZIONS FIRST NATIONAL BANK
By: ____________________________
Title: ____________________________
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.C.5
Discuss and take appropriate action regarding the approval of an
expenditure of EDC 4A funds not to exceed sixty one thousand nine
hundred and thirty four dollars and seventy nine cents ( $61,934.79 ) for the
replacement and repair of pool infrastructure and additional shade
structure and furniture amenities.
EXPLANATION:
After examination by two different consultants it has been determined that the
pool pumps at the community pool are the wrong product for our system. They
are currently failing and need immediate replacement prior to the beginning of
the season. The additional upgrades will allow us to reduce staff time and
problems we have consistently experienced with the chemical operations of the
pool. The shade structures are being requested as there is a lack of coverage in
this area for the residents that use the pool. This has been the number one
complaint of parents that monitor their children from outside the pool.
RECOMMENDATION:
Staff recommends the approval of these expenditures.
ACTION BY COUNCIL:
(aa)
Attachments: 1. EDC4A Application for Funds and back up materials.
2. Capital improvement and replacement evaluation.
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.C.6
Discuss and take appropriate action regarding the Petition for the Creation
of a Public Improvement District within the Town of Trophy Club for the
Highlands at Trophy Club Residential Development and a Resolution
authorizing the creation of the District.
EXPLANATION:
The Developer submitted a revised petition on Tuesday, April 17, 2007. The public notice was published
on April 20th, 2007. A resolution authorizing the creation of the District is submitted for Council discussion
and action. If approved by Council, the authorization for the PID will take effect after its publication in the
Town’s official newspaper.
RECOMMENDATION:
ACTION BY COUNCIL:
Attachments: 1. Petition received on April 17, 2007
2. Notice of Public Hearing – Published on April 20, 2007
3. Owner Notice of Public Hearing
4. Resolution authorizing and creating a PID
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TOWN OF TROPHY CLUB, TEXAS
RESOLUTION NO. 2007 –
A RESOLUTION OF THE TOWN OF TROPHY CLUB, TEXAS,
AUTHORIZING AND CREATING A PUBLIC IMPROVEMENT DISTRICT,
IN ACCORDANCE WITH CHAPTER 372 OF THE TEXAS LOCAL
GOVERNMENT CODE; AND PROVIDING FOR RELATED MATTERS;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Town of Trophy Club, Texas (the “Town”), is authorized under
Chapter 372 of the Texas Local Government Code (the “Act”), to create a public
improvement district within its corporate limits;
WHEREAS, on April 17, 2007, 831 Trophy, L.P., Standard Pacific of Texas, L.P.,
K. Hovnanian Homes-DFW, L.L.C., Centurion Acquisitions, L.P., and High Trophy
Development L.L.C., (collectively, the “Owner”), submitted and filed with the Town
Secretary of the Town of Trophy Club, Texas, a petition (the “Petition”), requesting the
establishment of a public improvement district to include the Property (hereinafter
defined), owned by the Owner and to be known as the Town of Trophy Club Public
Improvement District No. 1 (the “District”);
WHEREAS, the Town Council of the Town (the “Town Council”), has
investigated and determined that the facts contained in the Petition are true and correct;
WHEREAS, the District will include the approximately 609.683 acres owned by
the Owner and located within the Town (the “Property”), and more particularly described
and depicted on Exhibit A.
WHEREAS, after providing all notices required by the Act, the Town Council, on
May 7, 2007, conducted a public hearing on the advisability of the improvements and
services; and
WHEREAS, the Town Council adjourned and closed the public hearing.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL:
Section 1. The findings set forth in the recitals of this Resolution are hereby
found to be true and correct.
Section 2. The Petition submitted to the Town by the Owner was filed with the
Town Secretary and complies with Subchapter A of the Act.
Section 3. Pursuant to the requirements of the Act, including, without
limitation, Sections 372.006, 372.009(a), and 372.009(b), the Town Council, after
considering the Petition and the evidence and testimony presented at the public hearing
on May 7, 2007, hereby finds and declares:
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(a) Advisability of the Proposed Improvements. It is advisable to create the
District to provide the Authorized Improvements (as defined below). The Authorized
Improvements will promote the interests of the Town and will confer a special benefit on
the Property.
(b) General Nature of the Authorized Improvements. The purposes of the
District include the design, acquisition, and construction of public improvement projects
authorized by the Act that are necessary for development of the Property, which public
improvements will include, but not be limited to, landscaping, entryway features, a
development signature monument, water, wastewater, roadway, or drainage system
improvements, trails, parks and open space, and special supplemental services (such
as emergency services and the operation and maintenance of the public improvement
projects) (collectively, the “Authorized Improvements”). These Authorized
Improvements shall promote the interests of the Town and confer a special benefit upon
the Property.
(c) Estimated Cost of the Authorized Improvements. The estimated cost to
design, acquire, and construct the Authorized Improvements is $30,000.000.00 plus the
annual cost of certain special supplemental services, which, for calendar year 2007 will
be an amount equal to the product of multiplying the tax appraised value of property
within the District times $0.09084.
(d) Boundaries of Proposed District. The boundaries of the District shall
contain the Property.
(e) Proposed Method of Assessments. The Town shall levy assessments on
each residential lot within the District in a manner that results in imposing equal shares
of the costs on property similarly benefited. All assessments may be paid in full at any
time (including interest and debt), and certain assessments may be paid in annual
installments (including interest and debt). If an assessment is allowed to be paid in
installments, then the installments must be paid in amounts necessary to meet annual
costs for those Authorized Improvements financed by the assessment, and must
continue for a period necessary to retire the indebtedness of those Authorized
Improvements (including interest).
(f) Apportionment of Cost Between the District and the Town. The Town
shall not be obligated to provide any funds to finance the Authorized Improvements.
The cost of the Authorized Improvements will be paid from the assessments and from
other sources of funds
(g) Management of the District. The District shall be managed by the Town,
with the assistance of a consultant, who shall, from time to time, advise the Town
regarding certain operations of the District.
(h) Advisory Board. The District shall be managed without the creation of an
advisory body.
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Section 4. The District is hereby authorized and created as a Public
Improvement District under the Act in accordance with the finding as to the advisability
of the Authorized Improvements contained in this Resolution and the conclusion that the
District is needed to fund such Authorized Improvements.
Section 5. Notice of this Resolution authorizing the District shall be given by
publishing such notice once in the Trophy Club Times, a newspaper of general
circulation in Denton County, Texas. Effective upon the publication of such notice, such
authorization shall take effect and the District shall be established.
Section 6. This Resolution shall take effect immediately from and after its
passage and publication as required by law.
PASSED AND APPROVED on this 7th day of May, 2007.
___________________________________
Nick Sanders, Mayor
Town of Trophy Club, Texas
ATTEST:
_______________________________
Lisa Ramsey, Town Secretary
Town of Trophy Club, Texas
[SEAL]
APPROVED AS TO FORM:
_______________________________
Patricia A. Adams, Town Attorney
Town of Trophy Club, Texas
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.C.7
Discuss and take appropriate action regarding the Highlands at Trophy
Club Development and Public Improvement District Agreement.
EXPLANATION:
RECOMMENDATION:
ACTION BY COUNCIL:
Attachments: 1.. PID Agreement (4/30/07 Revision date)
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THE HIGHLANDS AT TROPHY CLUB
DEVELOPMENT AND PUBLIC IMPROVEMENT DISTRICT AGREEMENT
THIS TROPHY CLUB DEVELOPMENT AND PUBLIC IMPROVEMENT DISTRICT
AGREEMENT (this "Agreement") is executed by and between 831 Trophy, L.P., a
Texas limited partnership, and High Trophy Development L.L.C., a Texas limited
liability company (collectively, the "Owner"), and the Town of Trophy Club, a home rule
municipality located in Denton and Tarrant County, Texas (the "Town") to be effective
May 7, 2007 (the "Effective Date"). Owner and the Town are sometimes individually
referred to as a "Party" and collectively as the "Parties". Standard Pacific of Texas,
L.P., a Delaware limited partnership (“Standard Pacific”), K. Hovnanian Homes-DFW,
L.L.C. (“K. Hovnanian”), and Centurion Acquisitions, L.P, a Texas limited partnership
(“Centurion”), are entities that have purchased a portion of the Property from Owner
prior to the execution of this Agreement and therefore are appropriate parties to this
Agreement for the limited purposes set forth more fully herein below.
RECITALS
WHEREAS, all capitalized terms used herein are defined in Article II; and
WHEREAS, Owner is the developer of the Property; and
WHEREAS, Standard Pacific, K. Hovnanian and Centurion are three separate entities
that own a portion of the Property and have signed the Petition for the Creation of a
Public Improvement District for the Highlands At Trophy Club Residential Development
which has been filed with the Town (hereinafter “Additional Owners’); and
WHEREAS, Owner and Additional Owners own that certain portion of the Property upon
which the Public Improvements identified in Exhibit “B” will be constructed and upon
which a portion of the improvements identified in Article III of this Agreement will be
constructed; and
WHEREAS, the terms of this Agreement governing the development of the Property
and the installation of those Public Improvements listed in Exhibit “B” that will be
constructed with PID and Owner funds in accordance with the terms of this Agreement,
impose obligations only upon the Owner, and the Additional Owners will gain a benefit
from those improvements; and
WHEREAS, those Additional Owners have signed this Agreement for the purpose of
memorializing their respective agreement with the terms and conditions of the following
provisions of this Agreement: Article III, Section 3.4; Article V; Article X; the
assignment clause of Article XI,. Section 11.1; and Article XIII with the exception of
Section 13.3 and 13.11 of that Article; and
WHEREAS, the Town is a home rule municipality located in Denton and Tarrant
County, Texas; and
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WHEREAS, the Property is located entirely within the Town limits but outside MUD 1
and MUD 2 which are governed by individual boards and, pursuant to an interlocal
agreement, are governed jointly by the Master District; and
WHEREAS, Owner intends to construct certain improvements necessary to serve The
Highlands At Trophy Club, a master-planned residential community comprised of
approximately 1,486 residential units located within the Property, which Property is
zoned to permit such use pursuant to the PD Zoning; and
WHEREAS, the Parties intend for the Town to be the retail provider of water and
wastewater services to the Property; and
WHEREAS, the Parties acknowledge that the Town must first acquire water supply
capacity and wastewater treatment capacity before the Town can provide retail water
and wastewater services to the Property; and
WHEREAS, Owner intends to work with the Town and other jurisdictions to acquire
water supply capacity and wastewater treatment capacity; and
WHEREAS, the Town intends to rebate to Owner utility fees in excess of the Town’s
costs of acquiring water supply capacity and wastewater treatment capacity; and
WHEREAS, the Parties acknowledge that the Town, including the Property, would
benefit from the Connector Road; and
WHEREAS, the Parties understand that Denton County and Northwest Independent
School District may participate in the construction of the Connector Road; and
WHEREAS, Owner intends to work with the Town and other jurisdictions to construct
the Connector Road; and
WHEREAS, the Parties agree to establish certain restrictions and expectations
regarding the development of the Property and the construction and funding of the
Public Improvements that provide a special benefit to the Property; and
WHEREAS, Owner and Town estimate that the cost of the Public Improvements shall
be $22,598,000, which is the maximum amount to be financed with the proceeds from
the PID Bonds; and
WHEREAS, the Subdivision Regulations and Subdividers Agreement require Owner to
pay 100% of the costs of the public infrastructure, including the costs, if any, of
acquisition of any additional and necessary public rights of way and easements; and
WHEREAS, in consideration of the Developer’s agreements contained herein the Town
has agreed to exercise its powers under the PID Act, and to provide alternative
financing arrangements that will enable Owner to be reimbursed for a specified portion
of such costs that are paid by Owner from the proceeds of PID Bonds that are payable
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solely and exclusively from the receipts collected from the Bond Security, all in
accordance with the procedures and requirements of the PID Act; and
WHEREAS, upon receipt of a legally compliant petition signed by the owner(s) of 100%
of the Property affected thereby, the Town, subject to the consent and approval of the
Town Council, and in accordance with the terms of this Agreement and all legal
requirements, intends to: (i) consider and act upon the creation of the PID
encompassing the Property, in accordance with the PID Act; (ii) adopt the Service and
Assessment Plan; (iii) adopt the Infrastructure Assessment Ordinance (to pay for the
estimated cost of the Public Improvements shown on Exhibit B and the costs
associated with the administration of the PID and the issuance of the PID Bonds, not to
exceed the Infrastructure Assessment; (iv) adopt the Services Assessment Ordinance,
and (v) issue, in one series, up to $30,000,000, the principal amount of PID Bonds for
the purpose of financing the cost of the Public Improvements and paying associated
costs as described herein; and
WHEREAS, subject to the appropriate Town Council approval, the Parties anticipate
that the Town will issue up to $30,000,000 principal amount of PID Bonds to finance the
Public Improvements; and
WHEREAS, it is the intent of this Agreement to establish certain restrictions and impose
certain commitments in connection with the development of the Property and the Parties
hereto are proceeding in reliance on the enforceability of this Agreement; and
NOW, THEREFORE, for and in consideration of the mutual obligations of the Parties
set forth in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
Unless the context requires otherwise, the following terms shall have the meanings
hereinafter set forth:
Administrative Costs shall include, without limitation, expenses incurred in the
establishment, administration, and operation of the PID.
Assessment Company means MuniCap, Inc. or another firm mutually acceptable to the
Town and Owner.
Assessments mean the Infrastructure Assessments and the Services Assessments.
Bond Indenture means the indenture under which the PID Bonds were issued.
Bond Ordinance means and refers to an ordinance of the Town Council that will
authorize and approve the issuance and sale to a financial institution approved by the
Town and Owner of bonds and provides for their security and payment, either under the
terms of said ordinance or a trust indenture approved therewith.
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Bond Security means assessments levied against the Property by the Town.
Concept Plan means the concept plan approved by the Town with the PD Zoning.
Connector Road means a connector road from the southeast corner of the property
owned by Northwest Independent School District to U.S. 377.
Construction Fund means the interest bearing construction fund account created under
the Bond Indenture.
Emergency Services shall include, without limitation, fire suppression and control,
inspection services, arson investigations, hazardous material response, search and
rescue, emergency recovery and extraction, the pre-hospital medical stabilization or
transportation of persons who are sick, injured, wounded, or otherwise incapacitated or
helpless including basic life support ambulance services, advanced life support
ambulance services, air ambulance services, and quick-response unit services provided
by the Town.
End Buyer means any owner, developer, tenant, user, or occupant of a Fully Developed
and Improved Lot.
Estoppel Fee means the $200 fee paid to the Town for a written estoppel certificate.
Fully Developed and Improved Lot means any lot, regardless of proposed use, which is
served by the Public Improvements and for which a final plat has been approved by the
Town and recorded in the real property records of Denton County.
Home Buyer Disclosure Program means the disclosure program, administered by the
Assessment Company, that establishes a mechanism to disclose to each End Buyer the
terms and conditions under which their lot is burdened by the PID.
Infrastructure Assessments means that assessments levied by the Town Council
pursuant to the Infrastructure Assessment Ordinance, which amounts are estimated on
Exhibit C.
Infrastructure Assessment Ordinance means the ordinance approved by the Town
Council which levies assessments on the Property to pay fo rr tthhee costs ooff tthhee PPuubblliicc
IImmpprroovveemmeennttss aass wweellll aass tthhee ccoossttss aassssoocciiaatteedd wwiitthh tthhee iissssuuaannccee ooff tthhee PPIIDD bonds ..
Inspection Fees means the Town's duly adopted Schedule of Fees Ordinance, as
amended from time to time.
Master District means the Trophy Club Master District.
MUD 1 means the Trophy Club Municipal Utility District No. 1.
MUD 2 means the Trophy Club Municipal Utility District No. 2.
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Notice means the notice required or contemplated by this Agreement (or otherwise
given in connection with this Agreement).
PD Zoning means Town Ordinance No. 2006-11 approved on May 8, 2006, as
amended by Town Ordinance No. 2007-11, approved on April 2, 2007, which may be
amended from time to time on application by Owner.
PID means the Trophy Club Public Improvement District No. 1.
PID Act means Chapter 372, Texas Local Government Code, as amended.
PID Bonds means the revenue bonds secured solely by the Infrastructure Assessments.
Property means the real property described and depicted in Exhibit A, a copy of which
is attached hereto and incorporated herein.
Public Improvement means each of those improvements allowed by the PID Act and
specifically identified in Exhibit B, including the Shared Cost Water Tower, a copy of
which is attached hereto and incorporated herein. All or a collection of more than one
Public Improvement is sometimes referred to as the Public Improvements.
Public Improvement Costs means the costs of the Public Improvements.
Schedule of Fees Ordinance means an ordinance duly adopted by the Town that levies
uniform fees associated with the development of real property in the Town.
Service and Assessment Plan means the Trophy Club Public Improvement District No.
1 Service and Assessment Plan, to be adopted by the Town Council for the purpose of
assessing allocated costs against property located within the boundaries of the PID
having terms, provisions and findings approved and agreed to by Owner and the Town,
as required by this Agreement.
Services Assessments means those assessments levied annually by the Town Council
for Emergency Services, operation and maintenance of the Public Improvements, and
Administrative Costs.
Services Assessment Ordinance means each Ordinance approved by the Town Council
levying, on an annual basis, the Services Assessment.
Shared Cost Water Tower means the minimum 500,000 gallon elevated water storage
tower to be constructed on or near the Property pursuant to the terms of this
Agreement.
Subdividers Agreement means the subdividers agreement required by the Subdivision
Regulations.
Subdivision Regulations means the duly adopted subdivision regulations of the Town
that were in effect as of the Effective Date.
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Town means the Town of Trophy Club, a home rule municipality located in Denton and
Tarrant County, Texas.
Town Council means the Town Council of the Town.
Town Ordinances means the applicable ordinances of the Town that were in effect as of
the Effective Date.
Trophy Club Public Improvement District No. 1 means the public improvement district
containing the Property and to be created by the Town pursuant to the PID Act and this
Agreement.
Utility Fee means the fee paid for the right to connect to existing services, exclusive of
monthly charges for service and usage.
Shared Cost Water Tower Costs means the costs of acquisition necessary for and all
costs of construction of the Water Tower.
ARTICLE II
DEVELOPMENT STANDARDS
2.1 Planned Development District and Concept Plan. Owner shall develop the
Property in compliance with the PD Zoning and the attached Concept Plan in effect on
the Effective Date and in compliance with subsequent amendments to the PD Zoning
and Concept Plan approved by the Town pursuant to the customary Town approval
process for zoning and concept plans. Additionally, upon the Town's issuance of
applicable permits and approvals, Owner agrees to proceed diligently with the
construction and development of the public improvements under and in accordance with
the terms, provisions, and conditions stated in the applicable Subdividers Agreement.
2.2 Phasing. The Parties acknowledge that the Property will be developed in
phases, determined by Owner. Owner may submit plats for all or any portion of the
Property in any sequence, at its option.
2.3 Preliminary Plats. Preliminary plats for all or a portion of the Property shall be in
conformance with the Concept Plan. Street and lot layout may vary from the Concept
Plan without the requirement of the submittal of a new Concept Plan, as provided in this
Agreement.
2.4 Vested Rights. This Agreement shall constitute a "permit" (as defined in Chapter
245 of the Texas Local Government Code) that is deemed filed with the Town on the
Effective Date. Such "permit" vests Owner with the right to develop the property in
accordance with this Agreement, the PD Zoning and the Concept Plan, subject to the
requirements of the Subdividers Agreement. Owner does not, by entering into this
Agreement, waive any rights or obligations arising under Chapter 245 of the Texas
Local Government Code. Notwithstanding the foregoing, Owner waives any and all
claims that Owner has or may have that any term or provision of this Agreement
violates Section 212.904 of the Texas Local Government Code, as amended. By
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entering into this Agreement, Owner acknowledges that it has reviewed the
apportionment of costs under this Agreement and finds those costs to be roughly
proportionate given all factors and in consideration for the Town’s approval of the PID.
Similarly, the Town does not waive (a) any defenses it may have to such rights and
claims by Owner, or (b) any rights and claims existing under Chapter 245 or 212 of the
Texas Local Government Code or under any other provision of law.
ARTICLE III
DEVELOPMENT CHARGES
3.1 Plat Review Fees. Development of any portion of the Property shall be subject to
payment to the Town of the applicable fees according to the Town's ordinances,
including without limitation the Schedule of Fees Ordinance adopted or amended from
time to time by the Town Council and in effect on the date of submittal of each plat
application.
3.2 Inspection Fees. All improvements, whether Public Improvements defined herein
or not, are subject to payment to the Town of reasonable inspection fees and charges in
accordance with this Agreement, the Subdividers Agreement, and all applicable Town
Ordinances, including without limitation, the Inspection Fees.
3.3 Utility Fees. After the Town issues the PID Bonds and within 30 days of the
award of a contract for the construction of the Water Tower, Owner shall pay $540,000
to the Town to purchase water supply capacity and wastewater treatment capacity
which the Town intends to acquire and operate for the benefit of the Property. The
Town shall charge each applicant for a residential builder permit in need of a 5/8” meter
a fee of $2,300 for such water and wastewater capacity; provided however, that such
fee shall increase as meter size increases in accordance with applicable Town
ordinances. Owner guarantees that a minimum of one hundred (100) 5/8” meter fees
will be paid to the Town each year for a total of five (5) successive years (hereinafter
“Owner’s Guarantee”). Owner’s Guarantee shall be cumulative over the five year period
so that in the event that the number of meter fees collected by Town in any given year
exceeds 100, the number in excess of 100 shall be carried over to the subsequent year
as a credit toward Owner’s Guarantee. In the event that fewer than 100 meter fees are
collected by the Town during any one or more year(s) of the five year period of Owner’s
Guarantee, including those meter fees carried over pursuant to this section, Owner shall
within ten (10) days written notice, pay Town the difference between the amount that
would have been paid had 100 meter fees been paid at $2,300 each and the amount of
meter fees actually collected by the Town.
3.4 Impact Fees. The Town will not collect any impact fees (not including Pass
Through Impact Fees as defined below) against the Property. The parties agree that
the Infrastructure Assessments and Service Assessments levied pursuant to this
Agreement and the Service and Assessment Plan are not impact fees. The parties
agree that the costs incurred or funds advanced in the construction and financing of the
Public Improvements will be credited, on a pro rata basis, against any impact fees (not
including Pass Through Impact Fees as defined below) levied to pay, in whole or in part,
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for the Public Improvements. This provision shall not prohibit the Town from collecting
impact fees that are levied by a third party and are required to be collected by the Town
as a pass through payment to such third party ("Pass Through Impact Fees").
Additionally, this section shall not limit the Town Council’s legislative authority exercised
consistent with state law.
ARTICLE IV
DEVELOPMENT CONDITIONS
4.1 Subdividers Agreement. None of the terms and provisions of this Agreement
shall be construed or applied to limit, revise, or modify any of the obligations of Owner
under the Subdividers Agreement.
4.2 Water and Wastewater Capacity. Before the Town levies the Assessments, the
Town shall enter into an agreement to secure water and wastewater capacity for
development of the Property. The Town shall use its best efforts to complete this
agreement no later than May 2007. Owner acknowledges that Town will not be able to
provide water and sewer service until capacity is secured and that Town is not liable to
Owner for any delay in development that results from, arises out of, or relates to such
delay in obtaining water and sewer capacity or providing water and sewer service to the
Property. The Town shall also use its best efforts to rebate to Owner amounts in
excess of its costs of acquiring water supply capacity and wastewater treatment
capacity from utility fees collected by the Town pursuant to Section 3.3 of this
Agreement. Such rebate amount is calculated as follows: 1,486 lots x $2,300 per lot
utility fees = $3,417,800 + $540,000 = $3,957,800 - $3,800,000 = $157,800.
4.3 Shared Cost Water Tower. Owner's engineers shall prepare and provide all
contract specifications and necessary related documents for construction of the Shared
Cost Water Tower within 30 days after the amount collected from the PID Bonds is
deposited in the Construction Fund. After deposit of the monies collected from the PID
Bonds and within 15 days after the award of a contract for the construction of the Water
Tower, Owner shall deposit into the Construction Fund an amount equal to the contract
price less the amount collected from the PID Bonds for construction of the Water Tower.
Assuming the Property will require 400,000 gallons of capacity, the Water Tower will be
constructed with a capacity of 500,000 gallons and an estimated construction cost of
$1,200,000, the Parties would expect the amount collected from the PID Bonds for
construction of the Water Tower to be $960,000, or 80% of the Water Tower Costs and
Owner’s deposit into the Construction Fund for the Water Tower to be $160,000
($1,200,000 - $960,000 = $160,000). Owner shall not be responsible for cost overruns
if the Town elects to construct the Water Tower with a capacity in excess of 500,000
gallons.
4.4 Connector Road. The parties agree that the Connector Road is needed to
mitigate traffic impact resulting from the Project and to provide accessibility for the
Project. Neither the Town nor the PID will participate in the costs of the Connector
Road. It is anticipated that Northwest Independent School District and Denton County
will each participate in the associated cost by each paying approximately $900,000
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toward the construction of the Connector Road. In consideration of the Town’s
agreement to finance the Public Improvements through the issuance of the PID Bonds,
Owner agrees to pay the remaining costs in accordance with this section. Owner has
requested and the Town is amenable to acting as project manager for the construction
of the Connector Road, provided that the Town, in its sole discretion, determines that it
has the legal authority to undertake such construction, and that all entities having
jurisdiction over the Connector Road do not oppose the Town undertaking such
construction. It is anticipated that if all conditions are met for the Town to construct the
Connector Road, Owner's engineers shall then prepare and provide all contract
specifications and necessary related documents for construction of the Connector Road
within 30 days after the Town notifies Owner that Town is ready to proceed with
construction. It is estimated that the cost for constructing the Connector Road will be
approximately $3,500,000.00. Within fifteen (15) days after the award of a contract for
the construction of the Connector Road, Owner shall deposit an amount equal to the
contract price less Denton County’s contribution of $900,000 and less Northwest
Independent School District’s contribution of $900,000, into an account established by
the Town for paying the costs of constructing the Connector Road. Owner is not
obligated to construct that portion of the Connector Road that requires the acquisition of
land, rights-of-way or easements outside the Property until the Town and other
controlling jurisdictions acquire the needed rights-of-way.
ARTICLE V
PUBLIC IMPROVEMENT DISTRICT
5.1 Creation / New Owners. The creation, establishment, and continued operation of
the PID by the Town in accordance with this Agreement is a condition to Owner's
continuing obligations as set forth in this Agreement. Owner and Additional Owners
have petitioned the Town, as provided for in the PID Act and this Agreement, for the
creation of the PID and the levy of an Infrastructure Assessment and a separate
Services Assessment. If there are any sales of the Property subsequent to the
submission of the petition for the creation of the PID but prior to the PID’s creation, such
new owners must sign an additional petition requesting the creation of the PID and
Owner shall contractually bind such subsequent Property owners to the same terms and
conditions to which the Additional Owners are herein bound. In consideration for the
benefit that Additional Owners will receive as a result of the Public Improvements, an
authorized representative for each of the Additional Owners has executed this
Agreement for the limited purpose of memorializing their respective agreement with the
following terms and conditions of this Agreement: Article III, Section 3.4; Article V;
Article X; the assignment clause of Article XI, Section11.1; and Article XIII with the
exception of Section 13.3 and 13.11 of that Article 5.2
5.2 Levy of Assessments. Subject to and after Town Council approval of the
creation of the PID, Owner, the Town and the Assessment Company will work together
to prepare the Service and Assessment Plan providing for the levy of the Infrastructure
Assessment and the Services Assessment on the Property. The Service and
Assessment Plan will provide that the Town will levy and collect the Services
Assessment on an annual basis. The Town agrees that the cost of the Services
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Assessment levied against the Property will be equitably allocated such that owners or
residents of the Property are not bearing a disproportionate burden of the costs of such
services. Promptly following completion of a Service and Assessment Plan acceptable
to Owner and the Town and subject to Town Council making findings that the Public
Improvements and the Emergency Services confer a special benefit on the Property,
the Town Council shall consider an Infrastructure Assessment Ordinance and a
Services Assessment Ordinance. The Town shall use best efforts to initiate and
approve all necessary documents and ordinances required to effectuate this
Agreement, to create the PID and to levy the assessments. Owner shall prepare the
Service and Assessment Plan and develop the Property consistent with the terms of this
Agreement. Nothing contained in this Agreement shall be construed as creating a
contractual obligation that controls, waives, or supplants the Town Council's legislative
discretion
5.3 Acceptance of Assessments and Recordation of Covenants Running with the
Land. Concurrently with the levy of the Infrastructure Assessment and the Services
Assessment, Owner (and each other owner of any of the Property at the time of such
levy, including without limitation Additional Owners) shall approve and accept in writing
the levy of the Infrastructure Assessment and the Services Assessment and the
Homeowner Disclosure Programs and shall cause to be recorded against all of the
Property, covenants running with the land that will bind any and all current and
successor owners of the Property to pay the Infrastructure Assessment and the
Services Assessment, with applicable interest thereon, as and when due and payable
thereunder and that the purchasers of such land take their title subject to and expressly
assume the terms and provisions of such assessments and the liens created thereby.
ARTICLE VI
PUBLIC IMPROVEMENTS
6.1 Public Improvements. The costs of Public Improvements listed on Exhibit B
shall be updated by Owner consistent with the Service and Assessment Plan and the
PID Act and shall reflect those public improvements on each approved final plat(s) for
the Property as each final plat for each phase of the Property is approved by Town
Council. Owner shall include an updated Exhibit B with each final plat application
which shall be submitted to Town Council for consideration and approval concurrently
with the submission of each final plat. Upon approval by Town Council of an updated
Exhibit B this Agreement shall be deemed amended by such approved updated
Exhibit B. The Public Improvement Costs and the timetable for installation of the
Public Improvements will be reviewed annually by the Parties in an annual update of the
Service and Assessment Plan adopted and approved by the Town.
6.2 Shared Cost Water Tower. Upon full development of the Highlands Trophy Club
residential community, the Property will require 400,000 gallons of water per day, on
average. The Town intends to construct the Shared Cost Water Tower on or near the
Property for the express purpose of storing water to supply to the Property and for
surrounding properties within the Town. The Shared Cost Water Tower shall be
constructed with a minimum 500,000 gallons of capacity. Because the Property will
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only benefit from a portion of the Shared Cost Water Tower capacity, the PID shall fund
only a percentage of the costs of acquisition and construction of the Water Tower in an
amount not to exceed that portion, as provided in the Service and Assessment Plan.
6.3 Construction, Ownership, and Transfer of Public Improvements.
(a) Construction Plans. Based upon Owner’s time estimates, the parties
expect that all Public Improvements will be completed within three years of the
issuance of the PID Bonds. Owner shall prepare plans and specifications for
each of the Public Improvements and submit them to the Town for approval in
accordance with this section. The Town shall have 30 business days from its
receipt of construction and/or engineering plans, or any amendment to previously
approved plans, to approve or deny the plans; otherwise the plans are deemed
approved.
(b) Contract Award. The contracts for construction of Public Improvements
shall be let in the name of the Town. Owner's engineers shall prepare and
provide all contract specifications and necessary related documents within thirty
(30) days of Town’s request for such documents. The Town shall administer all
contracts. The costs of construction shall be paid from PID bond funds in
accordance with Exhibit B and the Bond Indenture.
(c) Construction Standards and Inspection. The Public Improvements shall
be constructed and inspected in accordance with applicable state law, Town
ordinances, building codes, the Bond Ordinance and other development
requirements, including those imposed by any other governing body or entity with
jurisdiction over the Public Improvements. At the Town's election, inspection of
the Public Improvements to confirm compliance with applicable requirements will
be either by a third-party inspector or in-house inspector selected by the Town.
Such inspector shall be paid by the Town from Inspection Fees collected by the
Town.
(d) Competitive Bidding. This Agreement and construction of the Public
Improvements are anticipated to be exempt from competitive bidding pursuant to
Texas Local Government Code Section 252.022(a)(9) and 252.022(a)(11) based
upon current cost estimates. However, in the event that the actual costs for the
Public Improvements do not meet the parameters for exemption from the
competitive bid requirement, then either competitive bid or alternative delivery
methods may be utilized by Town as allowed by law. Notwithstanding the
foregoing, the Town may elect to competitively bid or utilize alternative delivery
methods for any portion or all of the Public Improvements.
(e) Ownership. All of the Public Improvements shall be owned by the Town.
Owner agrees to take any action reasonably required by the Town to transfer or
otherwise dedicate easements for the Public Improvements to the Town and the
public. The Town shall operate and maintain the Public Improvements.
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ARTICLE VII
PID BONDS
7.1 PID Bond Issuance. The Town intends to issue PID Bonds solely for the purpose
of financing the costs of the Public Improvements and related costs (including
Administrative Costs) and paying issuance costs and the cost of funding all reserves,
accounts, and funds required by the Bond Ordinance (including a capitalized interest
account, a debt service reserve fund and the Construction Fund.) The Town and Owner
have determined and hereby agree that the total estimated maximum aggregate costs
of the Public Improvements is $22,598,000 and that the maximum aggregate principal
amount of the Bonds is $30,000,000. By July 1, 2007, the Town intends to submit to
Town Council an agenda item to issue PID Bonds in an amount up to but not to exceed
the estimated maximum aggregate principal Bond amount of $30,000,000, with up to a
30 year maturity. Notwithstanding the foregoing, the Town’s obligation to issue PID
bonds is subject to the Towns’ review and approval of (i) the bond security to ensure
that there is sufficient value to repay the bonds and (ii) a market analysis to ensure that
the assessments are reasonable relative to the market, as determined by the Town
Council.
7.2 Bond Funds Deposited. Once the PID Bonds have been issued and the monies
collected from the sale of those PID Bonds, those monies shall be applied in the
following order of priority:
First, to pay the costs of issuance, including all reasonable costs and expenses
of the Town (including administrative expenses incurred prior to closing of the
Bonds) not previously reimbursed by Owner, and any fees and expenses of the
bond trustee, bond counsel, underwriter's counsel, and counsel to the trustee;
Second, to pay the costs of funding all reserves, accounts and funds required by
the Bond Ordinance, including, but not limited to capitalized interest;
Third, to reimburse Owner for 50 percent of the costs of Acquisition Of Public
Property specifically set forth on Exhibit B as allowed by the PID Act; and
Fourth, as a deposit into the Construction Fund created under the Bond
Indenture.
The Bond Indenture shall provide that after payments are made as set out above, the
amounts on deposit in the Construction Fund shall be applied first to pay for the Shared
Cost Water Tower, and second, to pay for the other Public Improvements. The Bond
Indenture shall also provide that the last 50 percent of the costs of Acquisition Of Public
Property shall be paid to Owner according to the following formula: [remaining 50
percent is paid on a percentage of completion of the Public Improvements basis such
that all amounts are paid when Public Improvements are 75 percent complete]. If funds
remain in the Construction Fund after the completion and/or acquisition of the Public
Improvements, then such funds shall thereafter be applied to pay or retire the PID
Bonds.
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7.3 Cost for Non Bank Qualified Bonds. Owner agrees to pay Town any additional
cost Town may incur in the issuance of the PID Bonds and/or in the issuance of other
Town obligations, whether prior to or after the execution of this Agreement because the
PID Bonds or other Town obligations are deemed non bank qualified as a result of the
issuance of the PID Bonds. The Town's Financial Advisor shall calculate such amount
and the Town shall provide a written invoice to Owner. Owner shall pay such costs to
Town within thirty (30) days of the date of Town's invoice.
ARTICLE VIII
PAYMENT OF PUBLIC IMPROVEMENTS
8.1 Construction Fund. On the date of issuance of the PID Bonds, the Town shall
establish the Construction Fund. The Construction Fund shall be maintained as
provided in the Bond Indenture and shall not be commingled with any other funds of the
Town. The Town acknowledges that the funds in the Construction Fund shall be
dedicated solely to the payment of the costs of Public Improvements, including the
Shared Cost Water Tower, and in accordance with this Agreement, the Bond Indenture,
and the PID Act. The Construction Fund shall be administered and controlled (including
signatory authority) by the Town and funds in the Construction Fund shall be deposited
and disbursed in accordance with the terms of the Bond Indenture. In the event of any
conflict between the terms of this Agreement and the terms of the Bond Indenture
relative to deposit and/or disbursement, the terms of the Bond Indenture shall control.
8.2 Cost Overrun. In advance of letting a contract for the Public Improvements, the
Town shall confirm that the cost for construction of such Public Improvements, including
the Shared Cost Water Tower, is consistent with the estimated cost provided on Exhibit
B. If the total cost of the Public Improvements exceed the total amount of monies on
deposit in the Construction Fund, Owner shall be solely responsible for the remainder of
the costs of the Public Improvements. If the total Shared Cost Water Tower Costs
exceed the total amount of monies deposited in the Construction Fund, Owner shall be
responsible for the remainder of the costs of the Shared Cost Water Tower. Prior to the
award of the construction contract for the Shared Cost Water Tower, Owner shall post
an irrevocable letter of credit in favor of the Town in the amount of $250,000 as security
for the obligation imposed by this section. The letter of credit shall be in form acceptable
to and approved by the Town.
8.3 Remainder For Public Improvements. If funds remain in the Construction Fund
after the completion of the Public Improvements, including the Shared Cost Water
Tower, and the payment of all costs of Public Improvements, including the Shared Cost
Water Tower, pursuant to the terms of this Agreement, then such funds shall thereafter
be the exclusive property of the Town and shall be used by the Town for the purpose of
paying or retiring the PID Bonds as provided in the Bond Indenture.
8.4 Operation and Maintenance. The Town may, at its option, beginning in 2008,
include in the annual Services Assessment an amount equal to the actual costs of
operating and maintaining the Public Improvements, not to include the operation and
maintenance of the Shared Cost Water Tower and parks, including all amenities
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included within the parks, as determined by Town. Town anticipates that the amount of
such annual Services Assessment will remain in effect until such time as general fund
revenues received from ad valorem taxes from the Property increase to sufficiently
cover the costs of maintenance and operations as determined by Town.
ARTICLE IX
TERM
The term of this Agreement shall be the greater of: (a) the period during which PID
Bonds remain outstanding, or (b) for as long as MUD 1 and/or MUD 2 exist and
continues to pay a fee for Emergency Services to the Town.
ARTICLE X
EVENTS OF DEFAULT; REMEDIES
10.1 Party or Parties. For purposes of this Section, the term “Party” or “Parties” shall
include each and every one of the Additional Owners as identified herein.
10.2 Events of Default. No Party shall be in default under this Agreement until notice
of the alleged failure of such Party to perform has been given in writing (which notice
shall set forth in reasonable detail the nature of the alleged failure) and until such Party
has been given a reasonable time to cure the alleged failure (such reasonable time to
be determined based on the nature of the alleged failure, but in no event more than
thirty (30) days after written notice of the alleged failure has been given).
Notwithstanding the foregoing, no Party shall be in default under this Agreement if,
within the applicable cure period, the Party to whom the notice was given begins
performance and thereafter diligently and continuously pursues performance until the
alleged failure has been cured. Notwithstanding the foregoing, however, a Party shall
be in default of its obligation to make any payment required under this Agreement if
such payment is not made within twenty days after it is due.
10.3 Remedies. If a Party is in default, the aggrieved Party may, at its option and
without prejudice to any other right or remedy under this Agreement, seek any relief
available at law or in equity, including, but not limited to, an action under the Uniform
Declaratory Judgment Act, or actions for specific performance, mandamus, or injunctive
relief. NOTWITHSTANDING THE FOREGOING, HOWEVER, NO DEFAULT UNDER
THIS AGREEMENT SHALL ENTITLE THE AGGRIEVED PARTY TO TERMINATE
THIS AGREEMENT. In addition to the aforementioned remedies, if Owner or an
Additional Owner is in default under this Agreement, the Town shall have the right to
withhold approval of any final plat of the Party in default or disallow any additional meter
installation with respect to the land covered by such final plat of the Party in default,
which delay in approval may extend until that Party's default has been cured. The
remedies set forth in this section are the sole and exclusive remedies for a default under
this Agreement. This provision shall be sufficient evidence of Owner's waiver of any
statutory approval periods as specified in the Chapter 212 of the Texas Local
Government Code, as amended.
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10.4 Governmental Powers; Waivers of Immunity. By its execution of this Agreement,
the Town does not waive or surrender any of its governmental powers, immunities, or
rights. Nothing in this Agreement is intended to delegate or impair the performance by
the Town of its governmental functions.
ARTICLE XI
ASSIGNMENT AND ENCUMBRANCE
11.1 Assignment. This Agreement is made solely for the benefit of the Town, Owner
and Additional Owners, and is not assignable except as follows: (a) the Owner and
Additional Owners may, without further consent or acknowledgement of the Town,
pledge its rights hereunder to any lender or financial institution lending funds related to
the Property; (b) the Owner and Additional Owners may, without the consent or
acknowledgement of the Town, assign its interest to a related entity that is an entity that
is controlled or under common control with Owner or Additional Owners, respectively,
so long as no other interest in this Agreement shall be created for an unrelated third
party; and (c) the Owner and Additional Owners may, with the prior written consent of
the Town (which consent shall be considered by the Town in good faith based upon
financial and performance criteria, and which shall not be unreasonably withheld,
conditioned or delayed), otherwise assign its interest, in whole or in part in this
Agreement to any person or entity that is or will become an owner of any portion of the
Property. This Agreement may not be assigned by the Town. No other person shall
acquire or have any right hereunder or by virtue hereof. Notwithstanding the foregoing,
however, this Agreement shall continue to bind the Property and shall survive any
transfer, conveyance, or assignment occasioned by the exercise of foreclosure or other
rights by a lender, whether judicial or non-judicial. Any purchaser from or successor
owner through a lender of any portion of the Property shall be bound by this Agreement
and shall not be entitled to the rights and benefits of this Agreement with respect to the
acquired portion of the Property until all defaults under this Agreement with respect to
the acquired portion of the Property have been cured.
11.2 Encumbrance by Town. The Town shall not collaterally assign, pledge, grant a
lien or security interest in, or otherwise encumber any of its rights, title, or interest under
this Agreement without Owner's prior written consent.
11.3 Assignees as Parties. An Assignee approved or authorized in accordance with
this Agreement shall be considered a "Party" for the purposes of this Agreement.
ARTICLE XII
RECORDATION AND ESTOPPEL CERTIFICATES
12.1 Binding Obligations. This Agreement and all amendments hereto (including
amendments to the Concept Plan as allowed in this Agreement) and assignments
hereof shall be recorded in the Real Property Records of Denton County. This
Agreement, when recorded, shall be binding upon the Parties and their successors and
assigns permitted by this Agreement and upon the Property; however, this Agreement
shall not be binding upon, and shall not constitute any encumbrance to title as to, any
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End-Buyer of a Fully Developed and Improved Lot except for land use and development
regulations that apply to such lots.
12.2 Estoppel Certificates. From time to time upon written request of Owner or any
future owner, and upon the payment of a $200.00 fee to the Town, the Town Manager
or his/her designee will, in his official capacity and to his best knowledge and belief,
execute a written estoppel certificate identifying any obligations of Owner under this
Agreement that are in default or, with the giving of notice or passage of time, would be
in default; and stating, to the extent true, that to the best knowledge and belief of the
Town, Owner or future owner is in compliance with its duties and obligations under this
Agreement.
ARTICLE XIII
ADDITIONAL PROVISIONS
13.1 Recitals. The recitals contained in this Agreement: (a) are true and correct as of
the Effective Date; (b) form the basis upon which the Parties negotiated and entered
into this Agreement; (c) are legislative findings of the Town Council of the Town; and (d)
reflect the final intent of the Parties with regard to the subject matter of this Agreement.
In the event it becomes necessary to interpret any provision of this Agreement, the
intent of the Parties, as evidenced by the recitals, shall be taken into consideration and,
to the maximum extent possible, given full effect. The Parties and Additional Owners
have relied upon the recitals as part of the consideration for entering into this
Agreement and, but for the intent of the Parties and Additional Owners reflected by the
recitals, would not have entered into this Agreement.
13.2 Notices. All Notices shall be in writing, shall be signed by or on behalf of the
Party or respective Additional Owners giving the Notice, and shall be effective as
follows: (a) on or after the 10th business day after being deposited with the United
States mail service, Certified Mail, Return Receipt Requested with a confirming copy
sent by FAX; (b) on the day delivered by a private delivery or private messenger service
(such as FedEx or UPS) as evidenced by a receipt signed by any person at the delivery
address (whether or not such person is the person to whom the Notice is addressed); or
(c) otherwise on the day actually received by the person to whom the Notice is
addressed, including, but not limited to, delivery in person and delivery by regular mail
or by E-mail (with a confirming copy sent by FAX). All Notices given pursuant to this
section shall be addressed as follows:
To the Town: Town of Trophy Club
Attn: Town Manager
Brandon Emmons
100 Municipal Drive
Trophy Club, Texas 76262
FAX: 817-491-9232
Email: bemmons@ci.trophyclub.tx.us
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With a copy to: Town of Trophy Club
Attn: Town Attorney
Patricia Adams
100 Municipal Drive
Trophy Club, Texas 76262
FAX: 817-491-9312
Email: padams@ci.trophyclub.tx.us
With a copy to: Vinson & Elkins
Attn: Lila Marsh, Bond Counsel
Trammel Crow Center
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
Email: lmarsh@velaw.com
To Owner: Centurion American Development Group
Attn: Mehrdad Moayedi
3901 W. Airport Freeway, Suite 200
Bedford, Texas 76021
FAX: 817-391-2501
E-mail: laura@centurionamerican.com
With a copy to: Misty Ventura
Hughes & Luce LLP
1717 Main Street Suite 2800
Dallas, Texas 75201
FAX: 214-939-5849
E-mail: misty.ventura@hughesluce.com
To Additional Owners: Standard Pacific of Texas, LP, a Delaware
Limited Partnership, by notice to:
FAX: ________________________
E-mail:
mailto:misty.ventura@hughesluce.com
K. Hovnanian Homes-DFW, L.L.C.,
by notice to:
FAX: ________________________
E-mail:
mailto:misty.ventura@hughesluce.com
144
Centurion Acquisitions, LP, a Texas Limited
Partnership, by notice to:
FAX: ________________________
E-mail:
mailto:misty.ventura@hughesluce.com
13.3 Interpretation. The Parties acknowledge that each has been actively involved in
negotiating this Agreement. Accordingly, the rule of construction that any ambiguities
are to be resolved against the drafting Party will not apply to interpreting this
Agreement. In the event of any dispute over the meaning or application of any provision
of this Agreement, the provision will be interpreted fairly and reasonably and neither
more strongly for nor against any Party, regardless of which Party originally drafted the
provision.
13.4 Authority and Enforceability. The Town represents and warrants that this
Agreement has been approved by ordinance or resolution duly adopted by the Town
Council of the Town in accordance with all applicable public notice requirements
(including, but not limited to, notices required by the Texas Open Meetings Act) and that
the individual executing this Agreement on behalf of the Town has been duly authorized
to do so. Owner and Additional Owners, each respectively represent and warrant that
this Agreement has been approved by appropriate action of Owner and Additional
Owners, and that the individual executing this Agreement on behalf of Owner and
Additional Owners has been duly authorized to do so. Each Party and each of the
Additional Owners respectively acknowledge and agree that this Agreement is binding
upon such Party and each of the Additional Owners, respectively and is enforceable
against such Party and each of the respective Additional Owners, in accordance with its
terms and conditions.
13.5 Entire Agreement; Severability. This Agreement constitutes the entire agreement
between the Parties and each of the respective Additional Owners and supersedes all
prior agreements, whether oral or written, covering the subject matter of this Agreement.
This Agreement shall not be modified or amended except in writing signed by the
Parties and each of the respective Additional Owners where the modified or amended
provision is one to which those Additional Owners are subject. If any provision of this
Agreement is determined by a court of competent jurisdiction to be unenforceable for
any reason, then: (a) such unenforceable provision shall be deleted from this
Agreement; (b) the unenforceable provision shall, to the extent possible and upon
mutual agreement of the parties, be rewritten to be enforceable and to give effect to the
intent of the Parties and each of the respective Additional Owners; and (c) the
remainder of this Agreement shall remain in full force and effect and shall be interpreted
to give effect to the intent of the Parties and each of the respective Additional Owners.
145
13.6 Applicable Law; Venue. This Agreement is entered into pursuant to, and is to be
construed and enforced in accordance with, the laws of the State of Texas, and all
obligations of the Parties and/or any or all of the respective Additional Owners are
performable in Denton County. Exclusive venue for any action to enforce or construe
this Agreement shall be in the Denton County District Court.
13.7 Non Waiver. Any failure by a Party and/or any or all of the respective Additional
Owners to insist upon strict performance by another Party and/or any or all of the
respective Additional Owners of any material provision of this Agreement shall not be
deemed a waiver thereof, and the Party and/or any or all of the respective Additional
Owners shall have the right at any time thereafter to insist upon strict performance of
any and all provisions of this Agreement. No provision of this Agreement may be
waived except by writing signed by the Party and/or any or all of the respective
Additional Owners waiving such provision. Any waiver shall be limited to the specific
purposes for which it is given. No waiver by any Party and/or any or all of the
respective Additional Owners of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent
waiver of the same term or condition.
13.8 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument.
13.9 Further Documents. The parties agree that at any time after execution of this
Agreement, they will, upon request of another party, execute and deliver such further
documents and do such further acts and things as the other party may reasonably
request in order to effectuate the terms of this Agreement. This provision shall not be
construed as limiting or otherwise hindering the legislative discretion of the Town
Council seated at the time that this Agreement is executed or any future Town Council.
13.10 Exhibits. The following Exhibits are attached to this Agreement and are
incorporated herein for all purposes:
Exhibit A Description and Depiction of the Property
Exhibit B List of Public Improvements
Exhibit C Infrastructure Assessment Chart
13.11 Costs and Expenses. Owner agrees that it will pay all of the Town's costs and
expenses (including legal fees and financial advisory fees) related to the PID, including
the Town's overhead costs and expenses. The Town's advisors shall submit to the
Town, on a monthly statement, their fees relating to the establishment and
administration of the PID, including legal fees relating to the development and review of
the Assessment Plan. The Owner will pay these fees on behalf of the Town on a
monthly basis. All fees of legal counsel related to the issuance of the Bonds, including
fees for the preparation of customary bond documents and the obtaining of Attorney
General approval for the Bonds, will be paid at closing from proceeds of the Bonds in
accordance with the Town's customary arrangements with bond counsel. In addition
there shall be levied, as part of the infrastructure assessment, an administrative
146
assessment which shall be paid annually to the Town to compensate the Town for its
costs and expenses of administering and operating the PID.
13.12 Home Buyer Disclosures. Owner and Additional Owners shall comply with the
Home Buyer Disclosure Program and shall deed restrict the Property in a manner that
obligates all subsequent individuals, corporations or other entities who purchase the
Property or a portion thereof to comply with such Home Buyer Disclosure Program.
Owner and Additional Owners, shall provide Town with written documentation that each
such party has complied with this provision.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
147
Executed by Owner and the Town to be effective on the Effective Date.
TOWN OF TROPHY CLUB,
DENTON COUNTY, TEXAS
By:
Nick Sanders, Mayor
ATTEST:
By:
Name:
Title:
STATE OF TEXAS §
§
COUNTY OF DALLAS §
Before me, the undersigned authority, on this day personally appeared Nick
Sanders, Mayor of the Town of Trophy Club, Denton County, Texas, a home rule city,
and acknowledged to me that he executed the same on behalf of said Town.
Notary Public in and for the State of Texas
148
Owner:
831 Trophy, L.P.,
a Texas limited partnership,
By: MMM Ventures, LLC,
its general partner
By:
Name: Mehrdad Moayedi
Title: Managing Partner
STATE OF TEXAS §
§
COUNTY OF DALLAS §
Before me, the undersigned authority, on this day personally appeared Mehrdad
Moayedi, Managing Partner of MMM Ventures, LLC, general partner of 831 Trophy,
L.P., a Texas limited partnership, and acknowledged to me that he executed the same
on behalf of said limited partnership.
Notary Public in and for the State of Texas
149
Owner:
High Trophy Development, L.L.C.,
a Texas limited liability company,
By:
________________________________
Name: Brad Biber
Title: Manager
STATE OF TEXAS §
§
COUNTY OF DALLAS §
Before me, the undersigned authority, on this day personally appeared Brad
Biber, Manager of High Trophy Development, L.L.C., a Texas limited liability
corporation, and acknowledged to me that he executed the same on behalf of said
limited partnership.
Notary Public in and for the State of Texas
1
Additional Owners:
Standard Pacific of Texas, L.P.,
a Delaware limited partnership,
By: Standard Pacific of Texas G.P., Inc.,
a Delaware corporation,
its general partner
By:
Name: Michael W. Brady
Title: President
STATE OF TEXAS §
§
COUNTY OF DALLAS §
Before me, the undersigned authority, on this day personally appeared Michael
W. Brady, President of Standard Pacific of Texas G.P., Inc., a Delaware corporation,
general partner of Standard Pacific of Texas, L.P., a Delaware limited partnership, and
acknowledged to me that he executed the same on behalf of said limited partnership.
Notary Public in and for the State of Texas
2
K. Hovnanian Homes – DFW, L.L.C.,
a Texas limited liability corporation,
F.K.A. Goodman Family of Builders, L.P.
By:
________________________________
Name: Jimmy Brownlee
Title: DFW Region President
STATE OF TEXAS §
§
COUNTY OF DALLAS §
Before me, the undersigned authority, on this day personally appeared Jimmy
Brownlee, DFW Region President of K. Hovnanian Homes – DFW, L.L.C., a Texas
limited liability corporation, and acknowledged to me that he executed the same on
behalf of said limited liability corporation.
Notary Public in and for the State of Texas
3
Centurion Acquisitions, L.P.,
a Texas limited partnership,
By: Pars Investments, Inc.,
a Texas corporation,
its general partner
By:
Name: Mehrdad Moayedi
Title: President
STATE OF TEXAS §
§
COUNTY OF DALLAS §
Before me, the undersigned authority, on this day personally appeared Mehrdad
Moayedi, President of Pars Investments, Inc., a Texas corporation, general partner of
Centurion Acquisitions, L.P., a Texas limited partnership, and acknowledged to me that
he executed the same on behalf of said limited partnership.
Notary Public in and for the State of Texas
4
EXHIBIT A
Description and Depiction of the Property
The Highlands at Trophy Club Public Improvement District No. 1 consists of approximately 609.683 acres
of land generally to the north of Oakmont Drive, Oak Hill Drive and the Quorum Condominiums, east of
the Lakes Subdivision and Parkview Drive, south of the Corps of Engineer's property, and west of the
Town's eastern town limit.
1
EXHIBIT B
List of Public Improvements
2
EXHIBIT C
Infrastructure Assessment Chart
Square footage of
residential lots
Total Infrastructure
Assessment
Greater than 12,000 29,521
Between 12,000 and
10,001
22,575
Between 10,000 and 8,401 18,408
Between 8,400 and 7,201 15,629
Between 7,200 and 3,000 12,851
An Infrastructure Assessment may be paid in annual installments in the manner
provided for in the Service and Assessment Plan.
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.C.8
Items for Future Agenda.
LIST:
1. Discuss and consider an Ordinance requiring bicycle helmets and bicycle laws.
2. Review of the Property Maintenance Ordinance.
3. Discussion about storm water discharge from pools.
4. Discussion of drainage ditch that runs between Village Trail and Lakeshore Drive and consideration
of improvements for area to create a linear park.
5. Discuss and take appropriate action to repeal Ordinance 1987-07 and approve an Ordinance
establishing the Town's Emergency Management System
6. Research grant possibilities regarding phase two street calming/sidewalks.
7. Discuss and take appropriate regarding using the Trophy Club Times as the Town’s newsletter.
5
COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.C.9
Reports. There will be no action taken regarding any individual project
posted under this item and discussion will be limited. If extensive
discussion is required, the item may be placed on a future agenda.
(a) Town Manager's Report.
Attachments: 1. Designs for the High School Road and the new drop off at Medlin
6
7
8
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COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.D.1
Pursuant to Texas Government Code, Annotated, Subchapter 551, Section
551.071 (a) & (b) "Consultation with Attorney", the Council will enter into
executive session to discuss the following:
(A) Consultation with Town Attorney on a matter in which the duty of the
Attorney to the Governmental Body under the Disciplinary Rules of
Professional Conduct of the State Bar of Texas clearly conflict with the
Open Meetings Act (551.071 (b)).
(1) Legal advice relative to The Highlands At Trophy Club Development and
Public Improvement District Agreement and Petition for Creation of the PID.
10
COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.E.1
Discuss and take appropriate action relative to Executive Session Item
Number D1.
EXPLANATION:
RECOMMENDATION:
ACTION BY COUNCIL:
Attachments: None
11
COUNCIL MEMORANDUM
From: The Office of the Town Manager Date: 5-7-2007
Subject: Agenda Item No.F.1
Adjourn.