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Minutes TC 08/25/2015 - Joint SessionMINUTES FROM JOINT SESSION TOWN OF TROPHY CLUB TOWN COUNCIL AND ECONOMIC DEVELOPMENT CORPORATION 413; AND REGULAR SESSION TOWN COUNCIL LOCATION: 100 MUNICIPAL DRIVE, TROPHY CLUB, TEXAS Svore Municipal Building Boardroom Tuesday, August 25, 2015 at 6:30 P.M. The Town Council of the Town of Trophy Club, Texas, and the Economic Development Corporation (EDC) 413, met in a Joint Session on Tuesday, August 25, 2015, at 6:30 p.m. and then the Town Council met in a Regular Session at 7:00 p.m. The meeting was held within the boundaries of the Town and was open to the public. STATE OF TEXAS § COUNTY OF DENTON § COUNTY OFTARRANT § TOWN COUNCIL MEMBERS PRESENT: C. Nick Sanders Mayor Greg Lamont Mayor Pro Tem, Place 5 Jim Parrow Council Member, Place 1 Garrett Reed Council Member, Place 2 Rhylan Rowe Council Member, Place 3 Tim Kurtz Council Member, Place 4 Philip Shoffner Council Member, Place 6 STAFF AND GUEST(S) PRESENT: Stephen Seidel Town Manager Patricia Adams Town Attorney Steven Glickman Assistant Town Manager/CFO Holly Fimbres Town Secretary/RMO Adam Adams Parks and Recreation Director Patrick Arata Police Chief Pat Cooke Development Services Manager April Reiling PIO/Marketing Manager Ron Ruthven Town Planner John Zagurski Strategic Services Coordinator ECONOMIC DEVELOPMENT CORPORATION 413 MEMBERS PRESENT: Gregory Wilson President Rebecca Shuman Director Sean Weaver Director Eric Jensen Director Sean Bone Director ECONOMIC DEVELOPMENT CORPORATION 4B MEMBERS ABSENT: David Brod Vice President Mayor Sanders and EDC 4B President Wilson announced the date of Tuesday, August 25, 2015, called the Joint Session to order and announced a quorum of Council and EDC 4B at 6:31 p.m. Town Council Joint and Regular Minutes August 25, 2015 Page 1 of 151 1. Consider and take appropriate action by EDC 4B to appoint a Treasurer/Secretary. Motion: Motion made by EDC 4B President Wilson, seconded by EDC 4B Director Bone, to appoint Eric Jensen as the EDC 4B Treasurer/Secretary. Motion passed unanimously. 2. Consider and take appropriate action by the Trophy Club EDC 4B regarding authorizing the issuance and sale of Trophy Club EDC 413 Sales Tax Revenue Bonds, Taxable Series 2015, in the approximate aggregate principal amount of $2,675,000; prescribing the form of said bonds; providing for the security for and payment of said bonds; approving execution and delivery of a Bond Purchase Agreement, authorizing the execution and delivery of a Paying Agent/Registrar Agreement; approving an Engagement Letter and Financial Advisory Services Agreement; approving the Official Statement; and containing other provisions relating to the subject. Attachment A — Partially Executed - Resolution No. 2015-16 EDC 4B President Wilson advised that he would be abstaining from the vote due to Corporation Compliance Policy and he being a licensed security professional. Town Manager Seidel provided an update regarding the item. Motion: Motion made by EDC 4B Treasurer/Secretary Jensen, seconded by EDC 4B Director Shuman, to approve Resolution No. 2015-16, authorizing the issuance and sale of Trophy Club EDC 4B Sales Tax Revenue Bonds, Taxable Series 2015, in the approximate aggregate principal amount of $2,675,000; prescribing the form of said bonds; providing for the security for and payment of said bonds; approving execution and delivery of a Bond Purchase Agreement, authorizing the execution and delivery of a Paying Agent/Registrar Agreement; approving an Engagement Letter and Financial Advisory Services Agreement; approving the Official Statement; and containing other provisions relating to the subject. Motion carried 4-1-0 with EDC 4B Treasurer/Secretary Jensen and EDC 4B Directors Shuman, Weaver, and Bone voting for, and EDC 4B President Wilson voting against. 3. Consider and take appropriate action by the Trophy Club EDC 4B regarding a Concurrent Resolution providing for the collection, handling and transfer of sales tax revenues due and owing to Trophy Club EDC 4B. Attachment B — Partially Executed - Resolution No. 2015-17 Town Manager Seidel provided an update regarding the item. Motion: Motion made by EDC 4B Director Bone, seconded by EDC 4B Director Shuman, to approve Resolution No. 2015-17, providing for the collection, handling and transfer of sales tax revenues due and owing to Trophy Club EDC 4B. Motion passed unanimously. 4. Consider and take appropriate action by the Trophy Club EDC 4B regarding a Resolution of the Trophy Club EDC 4B of the Town of Trophy Club, Texas, authorizing the expenditure of corporation funds for the purchase of real estate and providing an effective date. Attachment C— Resolution No. 2015-18 Town Council Joint and Regular Minutes August 25, 2015 Page 2 of 151 Julie Partain, Council with Bracewell & Giuliani LLP, provided an update regarding the item. Motion: Motion made by EDC 4B President Wilson, seconded by EDC 4B Treasurer/Secretary Jensen, to approve Resolution No. 2015-18, authorizing the expenditure of corporation funds for the purchase of real estate, as revised on page 3 by correcting Gregory Wilson's title from Board Vice President to Board President, and providing an effective date of August 25, 2015. Motion passed unanimously. 5. Consider and take appropriate action by Town Council of the Town of Trophy Club, Texas, regarding a Resolution approving and authorizing a project of the Trophy Club Economic Development Corporation 4B to purchase land for authorized purposes (Second Reading). Attachment D —Resolution No. 2015-12 Motion: Motion made by Council Member Parrow, seconded by Council Member Rowe, to approve Resolution No. 2015- 12, approving and authorizing a project of the Trophy Club Economic Development Corporation 4B to purchase land for authorized purposes. Motion passed unanimously. 6. Consider and take appropriate action by Town Council of the Town of Trophy Club, Texas, regarding a Concurrent Resolution providing for the collection, handling and transfer of sales tax revenues due and owing to Trophy Club EDC 4B. Attachment E— Partially Executed — Resolution No. 2015-17 Motion: Motion made by Council Member Rowe, seconded by Council Member Shoffner, to approve Resolution No. 2015- 17, providing for the collection, handling and transfer of sales tax revenues due and owing to Trophy Club EDC 4B. Motion passed unanimously. 7. Consider and take appropriate action by Town Council of the Town of Trophy Club, Texas, regarding approving a Resolution adopted by the Board of Directors of the Trophy Club EDC 4B authorizing the issuance of Trophy Club EDC 4B Sales Tax Revenue Bonds, Taxable Series 2015; approving the issuance of the bonds and the plan of financing authorized thereby and the financing documents. Attachment F— Partially Executed — Resolution No. 2015-19 Motion: Motion made by Council Member Rowe, seconded by Council Member Shoffner, to approve Resolution No. 2015- 19, adopted by the Board of Directors of the Trophy Club EDC 4B authorizing the issuance of Trophy Club EDC 4B Sales Tax Revenue Bonds, Taxable Series 2015; approving the issuance of the bonds and the plan of financing authorized thereby and the financing documents. Motion passed unanimously. 8. Consider and take appropriate action by Town Council of the Town of Trophy Club regarding permanent waiver with the EDC 4B from the Pool Bond Defeasance. Motion: Motion made by Mayor Pro Tem Lamont, seconded by Council Member Kurtz, to defer the decision of the permanent waiver with the EDC 4B from the Pool Bond Defeasance for one year. Town Council Joint and Regular Minutes August 25, 2015 Page 3 of 151 Council Member Rowe stated that he believed that when EDC 4B was established, the hope was that the sales tax allocation would go towards economic development opportunities as opposed to paying debt on a pool. Mayor Pro Tem Lamont stated that he believed when EDC 4A was dissolved the liability went to EDC 4B. The vote was taken. Motion failed 3-4-0 with Mayor Sanders, Mayor Pro Tem Lamont, and Council Member Kurtz voting for, and Council Members Parrow, Reed, Rowe, and Shoffner voting against. Motion: Motion made by Council Member Rowe, seconded by Council Member Reed, to grant permanent waiver with the EDC 4B from the Pool Bond Defeasance. Motion carried 4-3-0 with Council Members Parrow, Reed, Rowe, and Shoffner voting for, and Mayor Sanders, Mayor Pro Tem Lamont, and Council Member Kurtz voting against. Motion: q1 made by EDC/B Treasurer/Secretary Jensen, seconded by EDC 46 Director Bone, to adjourn. Motion jUn nimously om ession adjourned at 6:47 p.m. v ii ry Wilson, EDC 4B President Eric Jen, EDC 4B Treas er/Secretary t Mayor Sanders recessed the Town Council at 6:47 p.m. CONVENE INTO REGULAR SESSION - START TIME — 7:00 P.M. Mayor Sanders announced the date of Tuesday, August 25, 2015, called the Regular Town Council to order and announced a quorum at 7:00 p.m. The Invocation was offered by Council Member Parrow. The Pledges were led by Council Member Shoffner. 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. You may speak up to four (4) minutes or the time limit determined by the Mayor or presiding officer. To speak during this item you must complete the Speaker's form that includes the topic(s) of your statement. Topics of presentation should be limited to matters over which the Council has authority. There were no citizen presentations. CONSENT AGENDA All matters listed as Consent Agenda are considered to be routine by the Town Council and will be enacted by one motion. There will not be a separate discussion of these items. If discussion is desired, that item will be removed from the consent agenda and will be considered separately. Town Council Joint and Regular Minutes August 25, 2015 Page 4 of 151 9. Consider and take appropriate action regarding the Minutes dated July 28, 2015. (Town Secretary Note: Approved as presented in the Town Council agenda packet) 10. Consider and take appropriate action regarding an Interlocal Joint Election Agreement between the Town and Denton County Elections for administration of the Town's November 3, 2015 Special Election; authorizing the payment of fees and authorizing the Mayor or his designee to execute all necessary documents. Attachment G- Signed Denton County Elections Joint Contract Signature Page 11. Consider and take appropriate action regarding an amendment to an Interlocal Agreement between the Town and Westlake for installation of illuminated street signs; authorizing the Mayor or his designee to execute all necessary documents. Attachment H — Interlocal Agreement for Installation of Illuminated Signs 12. Consider and take appropriate action regarding an extension to the Fiscal Year 2015 Interlocal Agreement for participation in the City of Fort Worth's Household Hazardous Waste program; and authorizing the Mayor or his designee to execute all necessary documents. Attachment I — Partially Executed — Interlocal Agreement for Household Hazardous Waste Program 13. Consider and take appropriate action regarding an Ordinance of the Town amending Chapter 1, "Administration," Article VIII, "Schedule of Fees" by repealing existing Section 8.16, "Public Works for Public Improvement District No. 1" and adopting a new Section 8.16, "Public Works for Town of Trophy Club Public Improvement District No. 1" to establish fees and rates for water and wastewater services to customers within the boundaries of Trophy Club Public Improvement District (PID) No. 1; providing that MUD1 Services Rules and Policies are applicable to customers within the PID; providing for the incorporation of premises; providing a penalty not to exceed the sum of $500 for each offense; and providing an effective date. (Town Secretary Note: Approved as presented at the dais) Attachment J — Ordinance No. 2015-24 Motion: Motion made by Mayor Pro Tem Lamont, seconded by Council Member Rowe, to approve the Consent Agenda Items 9 through 13. Motion passed unanimously. PUBLIC HEARING 14. Conduct the First Public Hearing for the proposed tax rate for fiscal year October 1, 2015 to September 30, 2016, and Mayor to announce the date, time and place of the vote on the tax rate. Mayor Sanders opened the public hearings at 7:05 p.m., and announced that the vote for the proposed tax rate of $0.484 per $100 valuation will be held on September 22, 2015, at 7:00 p.m. at 100 Municipal Drive, Trophy Club, Texas 76262. There was no one present that wished to speak regarding the item. 15. Conduct a Public Hearing regarding a request to rezone 5.596 acres, located in the 100 block of Trophy Wood Drive on Lot 4, Block B in the Trophy Wood Business Center, from the PD -Planned Development zoning district to the GU -Government Use zoning district, Case ZC-15-001. Town Council Joint and Regular Minutes August 25, 2015 Page 5 of 151 There was no one present that: wished to speak regarding the item. 16. Conduct a Public Hearing regarding a request to amend Ordinance No. 2013-09, PD Planned Development District No. 32, Exhibit "B" Concept Plan, in order to amend the total common area of Lot 1A, Block J in Canterbury Hills, Phase IA, Case PD -AMD -15-045. Gil Marques, 21 Oxford Place, stated that he was seeking the request in order to acquire a portion of the common area from his homeowners association and incorporate it into his property. Mayor Sanders closed the public hearings and reconvened into Regular Session at 7:10 p.m. REGULAR SESSION 17. Receive public input regarding the Police and Town Hall facility; discussion of same. There was no one present that wished to speak regarding the item. No action was taken on this item. IS. Consider and take appropriate action regarding a Resolution nominating one (1) member to serve on the Board of Managers of the Denco Area 9-1-1 District; and providing an effective date. Attachment K —Resolution No. 2015-14 Motion: Motion made by Mayor Pro Tem Lamont, seconded by Council Member Rowe, to approve Resolution No. 2015-14, nominating Sue Tejml to serve on the Board of Managers of the Denco 9-1-1 District. 19. Consider and take appropriate action regarding a Resolution repealing Resolution No, 2014-37, appointing citizens to serve on the Crime Control and Prevention District (CCPD) Board, repealing Resolution No. 2014-40, filling two (2) vacancies on the CCPD Board, and adopting a new Resolution making annual appointments and filling two (2) vacancies on the CCPD Board, reaffirming existing appointments, and providing an effective date. Attachment L —Resolution No. 2015-13 Motion: Motion made by Council Member Rowe, seconded by Council Member Shoffner, to adopt Resolution No. 2015-13, appointing a total of five members and reaffirming others as applicable, to serve on the Crime Control and Prevention District Board effective immediately, with respective terms of service ending on September 1 of the year specified for each individual as follows: 1. appointing Thomas McLain (2016) 2. re -affirming Paul Glowacki (2016) 3. re -affirming Louis Opipare (2016) 4. appointing Richard Savage (2017) 5. appointing Thomas Class (2017) 6. appointing Cyler Campbell (2017) 7. re-appointingA Isherwood (2017) Motion passed unanimously. Town Council Joint and Regular Minutes August 25, 2015 Page 6 of 151 20. Consider and take appropriate action regarding a Proclamation of the Town Council declaring September 2015 as Blood Cancer Awareness Month in Trophy Club. Attachment M — Proclamation No. 2015-13 Council Member Parrow read the proclamation into the record. Motion: Motion made by Council Member Parrow, seconded by Mayor Pro Tem Lamont, to approve Proclamation No. 2015-13, declaring September 2015 as Blood Cancer Awareness Month in Trophy Club. Motion passed unanimously. Andrew Thomas, a volunteer with LLS, thanked the Town Council for their support and stated that currently there is no cure or prevention. 21. Consider and take appropriate action regarding authorizing Town Staff and Mark McLiney, with SAMCO Capital Markets (the Town's Financial Advisor), to pursue a bond refunding regarding Public Improvement District (PID) No. 1 for interest savings, and other matters related thereto. Town Manager Seidel stated that this item was to provide the opportunity to pursue a bond refunding regarding PID No.1 in order to acquire a lower interest rate. Motion: Motion made by Council Member Rowe, seconded by Council Member Kurtz, to authorize Town Staff and Mark McLiney, with SAMCO Capital Markets, to pursue a bond refunding of the Trophy Club PID No. 1 bonds. Mark McLiney, with SAMCO Capital Markets (the Town's Financial Advisor), advised that there has never been a refunding to this degree in Texas for a PID; therefore there will be a great deal of dedicated work to get through the process. The vote was taken. Motion passed unanimously. 22. Consider and take appropriate action regarding an Ordinance rezoning a 5.596 acre tract of land owned by the Town and located in the 100 block of Trophy Wood Drive on Lot 4, Block B in the Trophy Wood Business Center, from the PD-Planned Development zoning district to the GU-Government Use zoning district, Case ZC-15-001. Attachment N - Ordinance No. 2015-20 P&Z Motion: Motion made by Council Member Rowe, seconded by Council Member Kurtz, to approve Ordinance No. 2015-20 P&Z, rezoning a 5.596 acre tract of land owned by the Town and located in the 100 block of Trophy Wood Drive on Lot 4, Block B in the Trophy Wood Business Center, from the PD-Planned Development zoning district to the GU-Government Use zoning district. Motion passed unanimously. 23. Consider and take appropriate action regarding an amendment to Ordinance No. 2013-09, PD Planned Development District No. 32, Exhibit "B" Concept Plan, in order to amend the total common area of Lot 1A, Block J in Canterbury Bills, Phase 1A Subdivision, Case PD-AMD-15-045. Attachment 0 — ordinance No. 2015-21 P&Z Town Council Joint and Regular Minutes August 25, 2015 Page 7 of 151 Motion: Motion made by Mayor Pro Tem Lamont, seconded by Council Member Parrow, to approve Ordinance No. 2015- 21 P&Z, an amendment to Ordinance No. 2013-09, PD Planned Development District No. 32, Exhibit "B" Concept Plan, in order to amend the total common area of Lot 1A, Block J in Canterbury Hills, Phase IA Subdivision, as amended by Town Staff. Motion passed unanimously. 24. Consider and take appropriate action regarding a request for approval of a Site Plan for Meat -LI -Anywhere B -B -Q Restaurant, Trophy Club Drive, Lot 3, The Village, Trophy Club, TX, Case SP -15-032. Town Planner Ruthven presented the item and stated that the proposed use does meet the zoning requirements, and that the site plan, landscape plan, and building elevations comply with the requirements of PD -13 as well as the Code of Ordinances. Additionally, he stated that the Planning and Zoning (P&Z) Commission considered the item on August 6, 2015, and recommended approval of the site plan. Motion: Motion made by Council Member Rowe, seconded by Mayor Pro Tem Lamont, to approve Case 5P-15-032 for Meat -U -Anywhere B -B -Q Restaurant, as presented at the dais. Motion passed unanimously. 25. Consider and take appropriate action regarding an amendment to the approved Site Plan for Lots 1 and 2, Block A, Wonderland Plaza Addition, Case SP -15-031. Attachment P -Traffic Queuing Analysis Town Planner Ruthven presented the item and stated that the applicant is requesting an amendment to the approved site plan, which involves changes to the building size, layout and square footage breakdowns. He advised that the P&Z Commission considered the item on August 6, 2015, and recommended approval of the amendment subject to a traffic queuing analysis being conducted for traffic along Bobcat adjacent to the subject property including impacts from turning movements from subject property, which was provided to the Council tonight. Additionally, he stated that the report does not account for the exact traffic numbers from the high school and middle school because school was not in session at the time of the analysis. Motion: Motion made by Council Member Reed, seconded by Council Member Parrow, to table the item. Council Member Reed explained that he did not have the opportunity to study the traffic analyses and that he believed that the area is highly congested. Council Member Rowe stated that although he is concerned with the traffic in that area, the proposed amendments to the site plan do not impact the traffic. The vote was taken. Motion failed for lack of majority 3-4-0 with Council Members Reed, Kurtz, and Shoff ner voting for, and Mayor Sanders, Mayor Pro Tem Lamont, and Council Members Parrow and Rowe voting against. Motion: Motion made by Council Member Rowe, seconded by Mayor Pro Tem Lamont, to approve Case SP -15-031, for Lots 1 and 2, Block A, Wonderland Plaza Addition, as presented. Motion carried 4-3-0 with Mayor Sanders, Mayor Pro Tem Lamont, and Council Members Parrow and Rowe voting for, and Council Members Reed, Kurtz and Shoff ner voting against. Town Council Joint and Regular Minutes August 25, 2015 Page 8 of 151 Council Member Shoffner requested to convene into Executive Session to seek Legal Advice before moving to Item No. 37. (Town Secretary Note: Council entered into Executive Session, Reconvened into Regular Session, and then took action on Item No. 37) 26. Consider and take appropriate action regarding the remaining Park Bond funds. Assistant Town Manager/CFO Glickman advised that there is approximately $15,000 remaining from the 2010 General Obligation Park bond and that Town Staff is seeking direction on how to appropriate those funds. Motion: Motion made by Council Member Rowe, seconded by Mayor Pro Tem Lamont, to apply the residual bond funds toward the playground at Harmony Park. Motion passed unanimously. 27. Consider and take appropriate action regarding an Ordinance of the Town repealing Article IV, "Sign Regulations" of Chapter 5, "General Land Use" of the Code of Ordinances of the Town, and adopting a new Article IV, "Sign Regulations" of Chapter 5, "General Land Use" in order to regulate signage within the Town, providing for amendments; providing a penalty for violation not to exceed $500 per day; providing for publication; and providing an effective date. Council Member Rowe commented that he would like the median definition broadened by including landscaping. Council Member Shoffner commented that he would like to get away from items being placed in right-of-way. Additionally, he would like to make two distinctions that items are not allowed on Town owned property but could be allowed with permission on commercial or private property. After discussion, Mayor Sanders stated that there seemed to be consensus to add Council Member Shoffner's recommendations. Council Member Rowe recommended removing "currently occurring on a premises and up to but not to exceed 14 days after completion of such work" from the Council proposed definition of Service Contractor Sign. Additionally, he recommended removing "not located within any right-of-way" from the first sentence of the Vision Triangle definition. Discussion took place to prohibit directional signs regarding temporary signs. Council Member Shoffner recommended that no temporary signs shall be erected or placed on Town owned or leased property. Additionally, he recommended that the filing of written permission and such documentation, regarding temporary signs on privately owned non-residential property, be filed with the Town Secretary, and be valid for one calendar year. Discussion took place to use the Council proposed description of Privately Owned Residential Property, under Section 4.05(A)(6), and removing "unless the Homeowners Association or its authorized agent or representative has given written permission and such documentation is provided to the Designated Official at least one (1) business day prior to the placement of the sign on the property" from Section 4.05(A)(7). Additional discussion took place to remove the language regarding open house and directional signage within Section 4,05(D)(2)(d). No action was taken on this item. Town Council Joint and Regular Minutes August 25, 2015 Page 9 of 151 28. Consider and take appropriate action regarding a Resolution repealing Resolution No. 2015-06 adopting the Municipality of Trophy Club Handbook for Elected and Appointed Officials and adopting a new Municipality of Trophy Club Handbook for Elected and Appointed Officials; and providing an effective date. Attachment Q- Resolution No. 2015-15 Main Motion: Motion made by Mayor Pro Tem Lamont, seconded by Council Member Rowe, to approve Resolution No. 2015-15, repealing Resolution No. 2015-06 adopting the Municipality of Trophy Club Handbook for Elected and Appointed Officials and adopting a new Municipality of Trophy Club Handbook for Elected and Appointed Officials, as accepted. Motion to Amend: Motion to Amend made by Council Member Parrow to include "These recommendations will be included, in the agenda packet when released, for the meeting in which the appointments will be made by the full Council". Motion failed for lack of a second. The vote for the Main Motion was taken. Motion passed unanimously. 29. Consider and take appropriate action regarding an Ordinance amending Article I, "Parks And Recreation Board" of Chapter 9, "Parks and Recreation" of the Code of Ordinances of the Town of Trophy Club to amend the Introductory Paragraph of Section 1.02 in order to reduce the number of seats on the Board, to amend Subsection 1.02(3) to provide for two (2) year terms for seven (7) members, and to amend Subsection 1.02(5) to provide for Council appointment of the Board Chairperson; and providing an effective date. Attachment R - Ordinance No. 2015-22 Motion: Motion made by Council Member Rowe, seconded by Council Member Shoffner, to approve Ordinance No. 2015- 22, amending Article I, "Parks And Recreation Board" of Chapter 9, "Parks and Recreation" of the Code of Ordinances of the Town of Trophy Club to amend the Introductory Paragraph of Section 1.02 in order to reduce the number of seats on the Board, to amend Subsection 1.02(3) to provide for two (2) year terms for seven (7) members, and to amend Subsection 1.02(5) to provide for Council appointment of the Board Chairperson, as presented. Mayor Sanders pointed out that the Parks and Recreation Board has the ability to appoint a sub -committee. The vote was taken. Motion passed unanimously. 30. Consider and take appropriate action regarding the approval or rejection of the Trophy Club Crime Control and Prevention District (CCPD) Budget for Fiscal Year 2015-2016 submitted to the Town Council by the CCPD Board. Motion made by Council Member Rowe, seconded by Council Member Reed, to approve the CCPD Budget for Fiscal Year 2015-2016. Motion passed unanimously. 31. Discuss and receive update regarding Fiscal Year 2016 Budget. Assistant Town Manager/CFO Glickman presented the item and stated that a list of proposed changes to the Town Council ,taint and Regular Minutes August 25, 2015 Page 10 of 151 budget, as well as a potential mockup of the toddler playground at Harmony Park was included with the packet. Motion: Motion made by Council Member Rowe to refer consideration of the playground project, to replace the NEOS equipment, to the Parks and Recreation Board for consideration. Motion failed for lack of a second. Discussion took place that the Parks budget went up because the Medians budget was combined with the Parks budget. Motion: Motion made by Council Member Rowe to reduce the budget for Mayor/Council Expense in Fiscal Year 2016 from $23,399 to the Fiscal Year 2015 level of $13,100. Motion failed for lack of a second. Town Manager Seidel advised that the increase was due to the Volunteer Appreciation dinner. 32. Discuss and provide direction to Town Staff regarding repealing Ordinance No. 2011-01, creating the Citizen Financial Advisory Board. Motion: Motion made by Council Member Rowe, seconded by Council Member Reed, to direct the Town Manager and Town Attorney to draft an ordinance for the next Council meeting to repeal Ordinance No. 2011-01, creating the Citizen Financial Advisory Board. Council Member Rowe stated that it seems to be difficult to find projects of appropriate scope and depth that utilizes the volunteers time in an optimal manner. Discussion took place that the ordinance will include Council procedures for administration and fiduciary oversight of the budget. The vote was taken. Motion passed unanimously. 33. Town Council Liaison Updates; discussion of same: 'Parks and Recreation Board, August 17, 2015 Council Liaison - Council Member Philip Shoffner Provided update, no action taken, just discussion. 34. Town Manager Seidel's update regarding the following; discussion and provide input regarding same. • Lakeview Soccer Fields • Human Resources Manager Town Manager Seidel updated the Council and addressed questions; no action taken, update only. 35. Items for Future Agendas to include discussion of Agenda Items for consideration on the upcoming Regular Session Council Agenda for September 8, 2015 meeting and discussion of Future Agenda Items, to include discussion of the below items from the Future Agenda list: This item allows Council to request the placement of items on upcoming agendas when the topic of discussion requires research and review that cannot be accomplished in the time frame between regular Council Town Council Joint and Regular Minutes August 25, 2015 Page 11 of 151 meetings. However, a Council Member may request that an item be placed on the next regularly scheduled meeting without first placing that item on the Future Agenda Items list. All requests for agenda items must comply with Charter requirements. A) Consider and take appropriate action regarding signage in medians at Trophy Club Drive, Trophy Wood Drive, Indian Creek and possibly Bobcat. (Sanders 7/22/2014) (1 -Oct 28 Agenda) (2 -Feb 10) (3 -May 12) (4 -August 11) B) Review ordinances regarding Town Homes, Condos and apartments. (Sanders 8/4/2014) (1 -Nov 13) (2 -Feb 24) (3 -May 26) (4 -August 11) C) Consider and take appropriate action regarding reviewing schedules of fees for outside baseball tournaments and capacity. (Lamont 12/9/2014) (1 -March 10) (2 -June 9) (3 -August 25) Town Manager Seidel advised that there are currently no tournaments scheduled and that the intent is to have this item presented for consideration in October 2015. D) Discussion of possible uses of hotel occupancy tax funds, including the ability to use the funds for Trophy Club Park. (Lamont and Kurtz 4/14/2015) (1 -July 14) E) Discussion and action related to town garage/special/estate/moving sales, etc. (Sanders 4/28/2015) (1 -July 28) Mayor Sanders commented to possibly look at this item at the end of the year in time for the next Women's Garage Sale. F) Review of ordinance to allow golf carts but not including special vehicles. (Sanders 4/28/2015) (1 -July 28) G) Review the overnight parking permit and review allowing an extended temporary permit. (Sanders 5/26/2015)(1 -August 25) H) Establish a reserve policy for Trophy Club Park. (Sanders 5/26/2015) (1 -August 25) 1) Town Staff research and present options for the Town to purchase the clock tower and the land around it. (Reed 5/26/2015) (1 -August 25) Town Manager Seidel advised that Town Staff are continuing to work on these items. EXECUTIVE SESSION 36. Pursuant to the following designated sections of the Texas Government Code, Annotated, Chapter 551, (the Texas Open Meetings Act) the Council will convene into closed executive session to discuss the following: (A) Texas Government Code Section 551.071(1) Consultation with Attorney regarding pending or contemplated litigation and Section 551.071(2) "Consultation with Attorney" in order to consult with its 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: Legal Advice regarding litigation threatened against the Town by Trophy Club Municipal Utility District No. 1 relative to the Wastewater Treatment Facility CONVENED INTO EXECUTIVE SESSION - START TIME — 7.42 P.M. Town Council Joint and Regular Minutes August 25, 2015 Page 12 of 151 RECONVENED INTO REGULAR SESSION - START TIME — 8:43 P.M. RECONVENE INTO REGULAR SESSION 37. Consider and take appropriate action regarding the Executive Session. Trophy Club Municipal Utility District (TCMUD) No. 1 President Moss read a letter that he had written regarding the TCMUD No. 1 Wastewater Treatment Plant. Motion: Motion made by Council Member Rowe, seconded by Mayor Pro Tem Lamont, to direct the Town Attorney to respond to the notice of potential litigation from the TCMUD No. 1 as discussed during Executive Session. Motion passed unanimously. ADJOURN Motion made by Council Member Reed, seconded by Mayor Pro Tem Lamont, to adjourn. Motion carried unanimously. Meeting adjourned at 10:42 p.m. Holly Fimbr -S)Town Secretary/RMO Town of Trophy Club, Texas C. Nick Sanders, Mayor Town of Trophy Club, Texas Town Council Joint and Regular Minutes August 25. 2015 Page 13 of 151 ATTACHMENT A Partially Executed - Resolution No. 2015-16 Town Council Joint and Regular Minutes August 25, 2015 Page 14 of 151 RESOLUTION AUTHORIZING TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS, TAXABLE SERIES 2015 Dated: September 1, 2015 Adopted: August 25, 2015 #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 15 of 151 TABLE OF CONTENTS Page Parties............................................................................................................................................... l ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section1.01. Definitions..............................................................................................................2 Section 1.02. Other Definitions...................................................................................................5 Section1.03. Findings..................................................................................................................5 Section 1.04. Table of Contents, Titles and Headings.................................................................5 Section1.05. Interpretation..........................................................................................................5 ARTICLE II SECURITY FOR THE BONDS Section 2.0 1. Confirmation and Levy of Sales Tax.....................................................................6 Section2.02. Pledge.....................................................................................................................6 Section 2.03. Resolution as Security Agreement.........................................................................7 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.01. Authorization.........................................................................................................7 Section 3.02. Date, Denomination, Maturities, Numbers and Interest........................................7 Section 3.03. Medium, Method and Place of Payment................................................................8 Section 3.04. Execution and Initial Registration.........................................................................9 Section3.05. Ownership............................................................................................................10 Section 3.06. Registration, Transfer and Exchange...................................................................10 Section 3.07. Cancellation and Authentication ............................. ............................................. I 1 Section 3.08. Temporary Bonds.................................................................................................12 Section 3.09. Replacement Bonds.............................................................................................12 Section 3.10. Book -Entry Only System.....................................................................................13 Section 3.11. Successor Securities Depository; Transfer Outside.............................................14 Section 3.12. Payments to Cede &. Co.......................................................................................14 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4.01. Limitation on Redemption...................................................................................14 Section 4.02. Optional Redemption...........................................................................................14 (i) #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 16 of 151 Section 4.03. Mandatory Sinking Fund Redemption.................................................................15 Section 4.04. Partial Redemption...............................................................................................16 Section 4.05. Notice of Redemption to Owners........................................................................16 Section 4.06. Payment Upon Redemption .................., Section 4.07. Effect of Redemption...........................................................................................17 Section 4.08. Conditional Notice of Redemption..........:...........................................................17 ARTICLE V PAYING AGENT/REGISTRAR Section 5.01. Appointment of Initial Paying Agent/Registrar...................................................17 Section 8.02. Section5.02. Qualifications.......................................................................................................17 Section 8.03. Section 5.03. Maintaining Paying Agent/Registrar...................................................................18 Section 8.04. Section5.04. Termination..........................................................................................................18 Section 8.05. Section5.05. Notice of Change.................................................................................................18 Section 8.06. Section 5.06. Agreement to Perform Duties and Functions.......................................................18 Section 5.07. Delivery of Records to Successor........................................................................18 ARTICLE VI FORM OF THE BONDS Section6.01. Form Generally....................................................................................................18 Section6.02. Form of Bonds.....................................................................................................19 Section 6.03. CUSIP Registration..............................................................................................25 Section6.04. Legal Opinion......................................................................................................25 Section 6.05. Municipal Bond Insurance...................................................................................26 ARTICLE VII SALE OF THE BONDS; CONTROL AND DELIVERY OF THE BONDS Section 7.01. Sale of Bonds, Official Statement........................................................................26 Section 7.02. Control and Delivery of Bonds............................................................................27 ARTICLE VIII FUNDS AND ACCOUNTS, INITIAL DEPOSITS AND APPLICATION OF MONEY Section 8.01. Creation of Funds.................................................................................................27 Section 8.02. Deposit of Proceeds.............................................................................................28 Section 8.03. Sales Tax Revenue Fund ......................................................................................29 Section 8.04. Debt Service Fund................................................................................................29 Section 8.05. Reserve Fund.......................................................................................................30 Section 8.06. Deficiencies in Funds...........................................................................................32 #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 17 of 151 Section 8.07. Security of Funds.................................................................................................32 Section8.08. Investments..........................................................................................................32 Section8.09. Investment Income...............................................................................................32 ARTICLE IX ADDITIONAL OBLIGATIONS Section 9.01. Issuance of Superior Lien Obligations Prohibited...............................................32 Section 9.02. Issuance of Additional Parity Obligations Authorized......................................,..33 ARTICLE X PARTICULAR REPRESENTATIONS AND COVENANTS Section 10.01. Pledged Funds and Pledged Revenues.................................................................34 Section 10.02. Accounts, Periodical Reports and Certificates.....................................................34 Section10.03. General.................................................................................................................34 Section 10.04. Repeal of Power to Collect Sales Tax..................................................................34 Section 10.05. Payment of the Bonds..........................................................................................35 ARTICLE XI DEFAULT AND REMEDIES Section11.01. Events of Default.................................................................................................35 Section 11.02. Remedies for Default...........................................................................................35 Section 11.03. Remedies Not Exclusive......................................................................................35 ARTICLE XII DISCHARGE Section12,01. Discharge..........................................................................................:...............36 ARTICLE XIII LAPSE OF PAYMENT Section 13.01. Lapse of Payment.............................................................................................36 ARTICLE XIV CONTINUING DISCLOSURE UNDERTAKING Section 14.01. Continuing Disclosure Agreement...............................................:.......................36 Section14.02. Annual Reports.......................:............................................................................37 #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 18 of 151 Section 14.03. Disclosure Event Notices.....................................................................................37 Section 14.04. Limitations, Disclaimers and Amendments.........................................................38 ARTICLE XV nWTjIQWX1:1►IK Section15.01. Amendments........................................................................................................40 Section 15.02. Attorney General Modification.............................................................................40 0-114 1 1WW4kfj i INSURANCE PROVISIONS Section16.01. Rights of AGM.., ..................................... ................. ......................................... 40 Section 16.02. Claims Upon the Policy and Payments by AGM.................................................42 Section 16.03. Defeasance of Bonds............................................................................................44 _Section 16.04. Covenants of the District.....................................................................................44 Section16.05. Notices.................................................................................................................46 Signatures.......................................................................................................................................4 8 Exhibit A - Description of Annual Disclosure of Financial Information ................................... A-1 (iv) 94937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 19 of 151 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION, AUTHORIZING THE ISSUANCE AND SALE OF TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS, TAXABLE SERIES 2015, IN THE AGGREGATE PRINCIPAL AMOUNT OF $2,690,000; PRESCRIBING THE FORM OF SAID BONDS; PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID BONDS; APPROVING EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT, AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT/REGISTRAR AGREEMENT; APPROVING AN ENGAGEMENT LETTER AND FINANCIAL ADVISORY SERVICES AGREEMENT; APPROVING THE OFFICIAL STATEMENT; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT WHEREAS, the Trophy Club 4B Economic Development Corporation (the "Corporation") is a non-profit industrial development corporation created, existing and governed by Chapters 501, 502 and 505, Texas Local Government Code, as amended (the "Act"); and WHEREAS, pursuant to the authority granted in the Act, the Town of Trophy Club, Texas (the "Town") has levied a Sales Tax (as defined herein) in the amount of 1/2 of one cent for the benefit of the Corporation, to be used exclusively for the purposes set forth in the Act; and WHEREAS, the Corporation is authorized by the Act to issue its revenue bonds, to be secured by and payable from all or a portion of such Sales Tax, in the manner and for the purposes hereinafter provided; and WHEREAS, from Gross Sales Tax Revenues (as defined herein), and for so long as the Bonds remain outstanding, the Corporation will dedicate such Gross Sales Tax Revenues to the payment of the Bonds; and WHEREAS, the Corporation desires to acquire land within the Town to be used to promote new or expanded business enterprises including sports, athletic, entertainment, tourist, convention, and public park purposes and events, and any other purpose authorized by the Act, including but not limited to land, buildings, equipment, facilities, and improvements required or suited for public safety facilities, streets, roads, drainage and related improvements, general municipal improvements and other projects that promote or develop new or expanded business enterprises, professional and amateur (including children's) sports, athletic, entertainment, tourist, convention and public park purposes and events, including stadiums, ballparks, auditoriums, amphitheaters, concert halls, learning centers, parks facilities and open space improvements, municipal buildings, museums, exhibit facilities and related stores, restaurants, concessions, parking and transportation facilities, and water and sewer facilities, which are all authorized projects pursuant to the Act (the "Project"); and #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 20 of 151 WHEREAS, the Corporation hereby finds and determines that the issuance and delivery of the bonds hereinafter authorized is in the public interest and the use of the proceeds in the manner herein specified constitutes a valid public purpose; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Resolution 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 Resolution, was given, all as required by the applicable provisions of Chapter 551, Texas Government Code, as amended; Now, Therefore BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION: ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.01. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise, in this Resolution the following terms shall have the meanings specified below: "Additional Parity Obligations" means those obligations the Corporation reserves the right to issue on a parity with the Bonds herein authorized, in accordance with the terms and conditions prescribed in Section 9.02 hereof. "AGM" means Assured {Guaranty Municipal Corp. "Authorized Officer" means the President, Vice President, or Secretary of the Corporation or any other officer or employee of the Corporation, or any other person authorized to perform specific acts or duties by the Board or its bylaws. "Board" means the Board of Directors of the Corporation. "Bond" means any of the Bonds. "Bonds" means the Corporation's bonds entitled "Trophy Club 4B Economic Development Corporation Sales Tax Revenue -Bonds, Taxable Series 2015" authorized to be issued by Section 3.01 of this Resolution. "Closing Date" means the date of the initial delivery of and payment for the Bonds. "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and court decisions relating thereto. "Comptroller" means the Comptroller of Public Accounts of the State of Texas and any successor officer or official that may be charged by law with the duty of collecting Gross Sales Tax Revenues for the account of, and remitting the same to, the Town for the account of the Corporation. -2- #4()37609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 21 of 151 "Corporation Order" means a written order signed in the name of the Corporation by an Authorized Officer and delivered to the Paying Agent, or another party hereunder. "Debt Service Fund" means the debt service fund established by Section 8.01 of this Resolution. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar named herein, its corporate trust office in Dallas, Texas, and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the Corporation and such successor. "DTC" means The Depository Trust Company of New York, New York, or any successor securities depository. "DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. "Emma" means the Electronic Municipal Market Access System. "Event of Default" means any Event of Default as defined in Section 11.01 of this Resolution. "Fiscal Year" means October 1 through September 30. "Gross Sales Tax Revenues" means all of the revenues due or owing to, or collected or received by or on behalf of the Corporation, whether by the Town or otherwise from or by reason of the levy of the Sales Tax and pursuant to the Sales Tax Collection Resolution, less any amounts due or owing to the Comptroller as charges for collection or retentions by the Comptroller for refunds and to redeem dishonored checks and drafts, to the extent such charges and retention are authorized or required by law. "Initial Bond" means the Bond described in Section 3.04(d) and 6.02(d). "Insurance Policy" means the insurance policy issued by the Insurer guaranteeing the scheduled payment of principal of and interest on the Bonds when due." "Insurer" shall be defined as follows: "Assured Guaranty Municipal Corp., a new York stock insurance company, or any successor thereto or assignee thereof." "Interest Payment Date" means the date or dates upon which interest on the Bonds is scheduled to be paid until the maturity of the Bonds, such dates being September 1 and March 1 of each year commencing March 1, 2016. "MSRB" means the Municipal Securities Rulemaking Board. "Original Issue Date" means the date of delivery of the Bonds to the Underwriters. -3- 44937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 22 of 151 "Owner" means the person who is the registered owner of a Bond or Bonds, as shown in the Register. "Parity Revenue Obligations" means the Bonds and Additional Parity Obligations. "Paying Agent/Registrar" means BOKF, N.A. or any successor thereto or an entity which is appointed as and assumes the duties of paying agent/registrar as provided in this Resolution. "Pledged Funds" means collectively (a) amounts on deposit in the Sales Tax Revenue Fund, (b) amounts on deposit in the Debt Service Fund, (c) amounts on deposit in the Reserve Fund, together with any investments or earnings belonging to said funds, and (d) any additional revenues, other moneys or funds of the Corporation which heretofore have been or hereafter may be expressly and specifically pledged to the payment of the Parity Revenue Obligations. "Pledged Revenues" means (a) Gross Sales Tax Revenues from time to time deposited or owing to the Sales Tax Revenue Fund, and (b) such other money, income, revenues or other property which the Corporation may expressly and specifically pledge to the payment of Parity Revenue Obligations. "Projects" means all properties, including land, buildings, and equipment of the types added to the definition of "projects" by the Act that are approved by the Board as necessary and appropriate to fulfill and carry out the purposes of the Corporation. "Record Date" means the 15`h business day of the month next preceding an Interest Payment Date. "Register" means the Register specified in Section 3.06(a) of this Resolution. "Representation Letter" means the Blanket Letter of Representations with respect to the Bonds between the Corporation and DTC. "Required Reserve" means the amount required to be maintained in the Reserve Fund pursuant to Section 8.05(a). "Reserve Fund" means the reserve fund established by Section 8.01 of this Resolution. "Reserve Fund Surety Bond" means any surety bond or insurance policy having a rating in the two highest respective rating categories by Moody's Investors Service, Inc. or Standard & Poor's, Ratings Services, a Standard '& Poor's Financial Service LLC business, issued to the Corporation for the benefit of the Owners of the Bonds to satisfy any part of the Required Reserve as provided in Section 8.05(d) of this Resolution.. "Resolution" means this Resolution. "Rule" means SEC Rule 15c2-12, as amended from time to time. "Sales Tax" means the Y2 of one cent local sales and use tax authorized under the Act and heretofore authorized and levied by the Town within its existing boundaries, and hereafter -4- N4937b09.3 Town Council Joint and Regular Minutes August 25, 2015 Page 23 of 151 required to be levied and collected within any expanded areas included within the Town pursuant to the Act, together with any increases in the rate thereof if provided and authorized by applicable law. "Sales Tax Collection Resolution" means that certain resolution adopted concurrently by the Board and the governing body of the Town, bearing that name. "Sales Tax Revenue Fund" means the special fund so designated in Section 8.01 hereof. "SEC" means the United States Securities and Exchange Commission. "Special Payment Date" means the Special Payment Date prescribed by Section 3.03(b) of this Resolution. "Special Record Date" means the Special Record Date prescribed by Section 3.03(b) of this Resolution. "Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the payment of the principal of or interest on the Bonds as the same come due and payable and remaining unclaimed by the Owners of Bonds for 90 days after the applicable payment or redemption date. "Underwriter" means Raymond James. Section 1.02. Other Definitions. The terms "Act," "Corporation" and "Town" shall have the respective meanings assigned in the preamble to this Resolution. Section 1.03. Findin s. The declarations, determinations and findings declared, made and found in the preamble to this Resolution are hereby adopted, restated and made a part of the operative provisions hereof. Section 1.04. Table of Contents Titles and Headings_ The table of contents, titles and headings of the Articles and Sections of this Resolution have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Resolution or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.05. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) This Resolution and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Resolution. -5- #4937609.3 Town Council Joint and Regular Minutes Augusl25, 2015 Page 24 of 151 ARTICLE II SECURITY FOR THE BONDS Section 2.01. Confirmation and Levy of Sales Tax. (a) The Corporation hereby confirms the earlier levy by the Town of the Sales Tax at the rate voted at the election held by and within the Town on November 6, 2012 and the Corporation hereby warrants and represents that the Town has duly and lawfully ordered the imposition and collection of the Sales Tax upon all sales, uses and transactions as are permitted by and described in the Act throughout the boundaries of the Town as such boundaries existed on the date of said election and as they may be expanded from time to time. (b) For so long as any Parity Revenue Obligations are outstanding, the Corporation covenants, agrees and warrants to tape and pursue all action permissible under applicable law to cause the Sales Tax, at said rate to be levied and collected continuously, in the manner and to the maximum extent permitted by applicable law, and to cause no reduction, abatement or exemption in the Sales Tax or rate of tax below the rate stated, confirmed and ordered in subsection (a) of this Section to be ordered or permitted so long as any Parity Revenue Obligations shall remain outstanding. (c) If the Town shall be authorized hereafter by applicable law to apply, impose and levy the Sales Tax on any taxable items or transactions that are not subject to the Sales Tax on the date of the adoption hereof, the Corporation, to the extent it legally may do so, hereby covenants and agrees to use its best efforts to cause the Town to take such action as may be required by applicable law to subject such taxable items or transactions to the Sales Tax. (d) The Corporation agrees to take and pursue all action permissible under applicable law to cause the Sales Tax to be collected and remitted and deposited as herein required and as required by the Act, at the earliest and most frequent times permitted by applicable law. (e) The Corporation agrees and covenants at all times, and to use its best efforts to cause the Town, to comply with the Sales Tax Collection Resolution. Section 2.02. Pledge. The Corporation hereby irrevocably pledges (a) the Pledged Revenues, and (b) the Pledged Funds (i) to the payment of the principal of, and the interest and any premiums on, all Parity Revenue Obligations which are or may be outstanding from time to time, and (ii) to the establishment and maintenance of the Reserve Fund. (a) The provisions, covenants, pledge and lien on and against the Pledged Revenues and the Pledged Funds, as herein set forth, are established and shall be for the equal benefit, protection and security of the Owners of the Parity Revenue Obligations without distinction as to priority and rights. (b) The Parity Revenue Obligations, including interest payable thereon, shall constitute special obligations of the Corporation, payable solely from and secured by a first lien on and pledge of the Pledged Revenues and Pledged Funds, and not from any other revenues, properties or income of the Corporation. Parity Revenue Obligations shall not constitute debts or obligations of the State or of the Town, and the Owners of the Parity Revenue Obligations shall -6- #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 25 of 151 never have the right to demand payment out of any funds raised or to be raised by ad valorem taxation. Section 2.03. Resolution as Securi1y AgEeement. (a) An executed copy of this Resolution shall constitute a security agreement pursuant to applicable law, with the Owners as the secured parties. The lien, pledge, and security interest of the Owners created in this Resolution shall become effective immediately upon the Closing Date of the Bonds, and the same shall be continuously effective for so long as any Bonds are outstanding. (b) A fully executed copy of this Resolution and the proceedings authorizing it shall be filed as a security agreement among the permanent records of the Corporation. Such records shall be open for inspection to any member of the general public and to any person proposing to do or doing business with, or asserting claims against, the Corporation, at all times during regular business hours. (c) The provisions of this section are prescribed pursuant to the Act, the Texas Public Securities Procedures Act (Texas Government Code, Chapter 1201, as amended), and other applicable laws of the State. If any other applicable law, in the opinion of counsel to the Corporation, requires any filing or other action additional to the filing pursuant to this section in order to preserve the priority of the lien, pledge, and security interest of the Owners created by this Resolution, the Corporation shall diligently make such filing or take such other action to the extent required by law to accomplish such result. ARTICLE III AUTHORIZATION* GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.01. Authorization. The Corporation's bonds to be designated "Trophy Club 4B Economic Development Corporation Sales Tax Revenue Bonds, Taxable Series 2015," are hereby authorized to be issued and delivered in accordance with the laws of the State of Texas, particularly Chapters 501, 502 and 505, Texas Local Government Code, as amended in the aggregate principal amount of $2,690,000 for the purpose of (i) acquiring land within the Town to be used to promote new or expanded business enterprises including sports, athletic, entertainment, tourist, convention, and public park purposes and events, and any other purpose authorized by the Act, including but not limited to land, buildings, equipment, facilities, and improvements required or suited for public safety facilities, streets, roads, drainage and related improvements, general municipal improvements and other projects that promote or develop new or expanded business enterprises, professional and amateur (including children's) sports, athletic, entertainment, tourist, convention and public park purposes, including stadiums, ballparks, auditoriums, amphitheaters, concert halls, municipal buildings, museums, exhibit facilities and related stores, restaurants, concessions, parking and transportation facilities, and water and sewer facilities (the "Project"), (ii) funding a debt service reserve fund and (iii) paying the costs of issuing the Bonds. Section 3.02. Date Denomination Maturities Numbers and Interest. (a) The Bonds shall be dated September 1, 2015, shall be in fully registered form, without coupons, in the -7- #4937609.3 9 Town Council Joint and Regular Minutes August 25, 2015 Page 26 of 151 denomination of $5,000 or any integral multiple thereof, and shall be numbered separately from one upward or such other designation acceptable to the Corporation and the Paying Agent/Registrar, except the Initial Bond, which shall be numbered T-1. (b) The Bonds shall mature on September 1 in the years and in the principal amounts set forth in the following schedule: Serial Bonds Year 2030 2035 Term Bonds Principal Amount $710,000 885,000 Principal Amount $110,000 110,000 115,000 120,000 125,000 Interest Rate 4.250% 4.750% Interest Rate 3.100% 3.400% 3.700% 4.000% 4.200% (c) Interest shall accrue and be paid on each Bond respectively until the principal of such Bond shall have been paid or provision for such payment shall have been made, from the later of the Original Issue Date or the most recent Interest Payment Date to which interest has been paid or provided for at the rate per annum for each respective maturity specified in the schedule contained in subsection (b) above. Such interest shall be payable semiannually on September 1 and March 1 of each year, commencing March 1, 2016, computed on the basis of a 360 -day year of twelve 30 -day months. Section 3.03. Medium, Method and Place of Payment. (a) The principal of, premium, if any, and interest on the Bonds shall be paid in lawful money of the United States of America as provided in this Section. (b) Interest on the Bonds shall be payable to the Owners whose names appear in the Register at the close of business on the Record Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar if and when funds for the payment of such interest have been received from the Corporation. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be at least 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 27 of 151 Principal Year Amount Interest Rate Year 2016 $105,000 1.000% 2021 2017 100,000 1.600% 2022 2018 100,000 1.800% 2023 2019 105,000 2.350% 2024 2020 105,000 2.750% 2025 Year 2030 2035 Term Bonds Principal Amount $710,000 885,000 Principal Amount $110,000 110,000 115,000 120,000 125,000 Interest Rate 4.250% 4.750% Interest Rate 3.100% 3.400% 3.700% 4.000% 4.200% (c) Interest shall accrue and be paid on each Bond respectively until the principal of such Bond shall have been paid or provision for such payment shall have been made, from the later of the Original Issue Date or the most recent Interest Payment Date to which interest has been paid or provided for at the rate per annum for each respective maturity specified in the schedule contained in subsection (b) above. Such interest shall be payable semiannually on September 1 and March 1 of each year, commencing March 1, 2016, computed on the basis of a 360 -day year of twelve 30 -day months. Section 3.03. Medium, Method and Place of Payment. (a) The principal of, premium, if any, and interest on the Bonds shall be paid in lawful money of the United States of America as provided in this Section. (b) Interest on the Bonds shall be payable to the Owners whose names appear in the Register at the close of business on the Record Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar if and when funds for the payment of such interest have been received from the Corporation. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be at least 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 27 of 151 (c) Interest on the Bonds shall be paid by check (dated as of the Interest Payment Date) and sent by the Paying Agent/R.egistrar to the person entitled to such payment, United States mail, first class postage prepaid, to the address of such person as it appears in the Register or by such other customary banking arrangements acceptable to the Paying Agent/Registrar and the person to whom interest is to be paid; provided, however, that such person shall bear all risk and expenses of such other customary banking arrangements. (d) The principal of each Bond shall be paid to the person in whose name such Bond is registered on the due date thereof (whether at the maturity date or the date of prior redemption thereof) upon presentation and surrender of such Bond at the Designated Payment/Transfer Office. (e) If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the Town in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which such 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. (f) Subject to any applicable escheat, unclaimed property, or similar law, including Title 6 of the Texas Property Code, Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three years after the applicable payment or redemption date shall be paid to the Corporation and thereafter neither the Corporation, the Paying Agent/Registrar, nor any other person shall be liable or responsible to any Owners of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds. Section 3.04. Execution and Initial Registration. (a) The Bonds shall be executed on behalf of the Corporation by the President and Secretary of the Corporation, by their manual or facsimile signatures. Such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of said officers. (b) In the event that any officer of the Corporation whose manual or facsimile signature appears on the Bonds ceases to be such officer before the authentication of such Bonds or before the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Resolution unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided in this Resolution, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond delivered on the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Resolution, manually executed by the Comptroller of Public Accounts of the State of Texas or by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been -9- #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 28 of 151 duly approved by the Attorney General of the State of Texas and that it is a valid and binding obligation of the Corporation, and has been registered by the Comptroller. (d) On the Closing Date, one Initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the Underwriter or its designee, executed by manual or facsimile signature of the President and Secretary of the Corporation, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to the Underwriter or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver registered definitive Bonds to DTC in accordance with Section 3.10 hereof. Section 3.05. Ownership. (a) The Corporation, the Paying Agent/Registrar and any other person may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment of the principal thereof and premium, if any, thereon, for the further purpose of making and receiving payment of the interest thereon (subject to the provisions herein that interest is to be paid to the person in whose name the Bond is registered on the Record Date), and for all other purposes, whether or not such Bond is overdue, and neither the Corporation nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the person deemed to be the Owner of any Bond in accordance with this Section shall be valid and effectual and shall discharge the liability of the Corporation and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. Section 3.06. Registration, Transfer and Exchange. (a) So long as any Bonds remain outstanding, the Corporation shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Resolution. (b) The ownership of a Bond may be transferred only upon the presentation and surrender of the Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered in the Register. (c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in any denomination or denominations of any integral multiple of $5,000 and in an aggregate principal amount equal to the unpaid principal amount of the Bonds presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in accordance with this Section. (d) Each exchange Bond delivered by the Paying Agent/ Registrar in accordance with this Section shall constitute an original contractual obligation of the Corporation and shall be entitled to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. -10- #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 29 of 151 (e) subsequent transfer, or exchange for any different denomination of any of the Bonds. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer or exchange of a Bond.. No service charge shall be made to the Owner for the initial registration, (f) Neither the Corporation nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond called for redemption, in whole or in part, where such redemption is scheduled to occur within forty-five (45) calendar days after the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond. Section 3.47. Cancellation and Authentication. (a) All Bonds paid or redeemed before scheduled maturity in accordance with this Resolution, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Resolution, shall be cancelled and destroyed upon the making of proper records regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar shall dispose of the cancelled Bonds in accordance with the Securities Exchange Act of 1934. (b) Each substitute or replacement Bond issued pursuant to the provisions of Sections 3.46 and 3.49 of this Resolution, in conversion of and exchange for or replacement of any Bond or Bonds issued under this Resolution, shall have printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, manually sign and date such Certificate, and no such Bond shall be deemed to be issued or outstanding unless such Certificate is so executed. No additional ordinances, orders, or resolutions need be passed or adopted by the Corporation, the governing body of the Town, or any other body or person so as to accomplish the foregoing conversion and exchange or replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be of customary type and composition and be printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to the Texas Public Securities Procedures Act (Texas Government Code, Chapter 1201, as amended), and particularly Subchapter D thereof, the duty of conversion and exchange or replacement of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying Agent/Registrar's Authentication Certificate, the converted and exchanged or replaced Bonds shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Initial Bond which was originally delivered pursuant to this Resolution, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (c) Bonds issued in conversion and exchange or replacement of any other Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed, and (vii) the principal of and interest on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the Form of Bonds set forth in this Resolution. #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 30 of 151 Section 3.08, Temporary Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, the proper officers of the Corporation may execute and, upon the Corporation's request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Corporation executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Resolution. (c) The Corporation, without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and authenticate and deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.09. Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar, at the Designated Payment/Transfer Office, of a mutilated Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The Corporation or the Paying Agent/ Registrar may require the Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected herewith. (b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner first: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his ownership of and the circumstances of the loss, destruction or theft of such Bond; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and the Corporation to save them harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the Corporation and the Paying Agent/Registrar. -12- 94937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 31 of 151 (c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the Corporation and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Corporation or the Paying Agent/Registrar in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original contractual obligation of the Corporation and shall be entitled to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.10. Book -Entry Only- System. (a) The definitive Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of DTC, and, except as provided in Section 3.11 hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. (b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Corporation and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Resolution. Without limiting the immediately preceding sentence, the Corporation and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Resolution to the contrary, the Corporation and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Register as the absolute Owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners, as shown in the Register as provided in this Resolution, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Corporation's obligations with respect to payment of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the Corporation to make payments of amounts due pursuant to this Resolution. -13- N4937G09.3 Town Council Joint and Regular Minutes August 25, 2015 Page 32 of 151 Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Resolution with respect to interest checks or drafts being mailed to the registered Owner at the close of business on the Record Date, the word "Cede & Co." in this Resolution shall refer to such new nominee of DTC. (c) The Representation Letter previously executed and delivered by the Corporation and applicable to the Corporation's obligations delivered in book -entry -only form to DTC as securities depository for said obligations is hereby ratified and approved for the Bonds. Section 3.11. Successor Securities De osito • Transfer Outside. In the event that the Corporation or the Paying Agent/Registrar determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, and that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, or in the event DTC discontinues the services described herein, the Corporation or the Paying Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants, as identified by DTC, of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts, as identified by DTC. In such event, the Bonds shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Resolution. Section 3.12. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds, shall be made and given, respectively, in the manner provided in the Representation Letter. ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4.01. Limitation on Redemption. The Bonds shall be subject to redemption before scheduled maturity only as provided in this Article IV, Section 4.02. Optional Redemption. (a) The Town reserves the option to redeem Bonds maturing on and after September 1, 2024 in whole or any part, before their respective scheduled maturity dates, on September I, 2023, or on any date thereafter, at a price equal to the principal amount of the Bonds called for redemption plus accrued interest to the date fixed for redemption. -14- 04937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 33 of 151 N The Corporation, at least 45 days before the redemption date (unless a shorter period shall be satisfactory to the Paying Agent/Registrar), shall notify the Paying Agent/Registrar of such redemption date and of the principal amount of Bonds to be redeemed. Section 4.03. Mandatory Sinking Fund Redemption. (a) The Bonds maturing on September 1, 2030 and September 1, 2035 (the "Term Bonds") are subject to scheduled mandatory redemption and will be redeemed by the Town, in part at a price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date, out of moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the respective principal amounts as set forth below. Term Bonds Maturing September 1 2030 Redemption Date Redemption Amount September 1, 2026 $130,000 September 1, 2027 135,000 September 1, 2028 140,000 September 1, 2029 150,000 September 1, 2030* 155,000 *maturity Term Bonds Maturing September 1, 2035 Redemption Date Redemption Amount September 1, 2031 $160,000 September 1, 2032 170,000 September 1, 2033 175,000 September 1, 2034 185,000 September 1, 2035* 195,000 *maturity (b) At least forty-five (45) days prior to each scheduled mandatory redemption date, the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Term Bonds equal to the aggregate principal amount of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption, as provided in Section 4.5. (c) The principal amount of the Term Bonds required to be redeemed on any redemption date pursuant to subparagraph (a) of this Section 4.3 shall be reduced, at the option of the Corporation, by the principal amount of any Term Bonds which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the Corporation at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or (ii) shall have -15- 94937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 34 of 151 been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. Section 4.04. Partial Redemption. (a) If less than all of the Bonds are to be redeemed pursuant to Section 4.02, the Corporation shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot Bonds, or portions thereof within such maturity or maturities and in such principal amounts, for redemption. (b) A portion of a single Bond of a denomination greater than $5,000 may be redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof. The Paying Agent/Registrar shall treat each $5,000 portion of the Bond as though it were a single Bond for purposes of selection for redemption. (c) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in accordance with Section 3.06 of this Resolution, shall authenticate and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, and such exchange shall be without charge, notwithstanding any provision of Section 3.06 to the contrary. (d) The Paying Agent/Registrar shall promptly notify the Corporation in writing of the principal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed. Section 4.05. Notice of Redemption to Owners. (a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by sending notice by United States mail, first class postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the address shown on the Register at the close of business on the business day next preceding the date of mailing of such notice. (b) The notice shall state the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. Section 4.06. Payment U12on Redemption. (a) Before or on each redemption date, the Paying Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust an amount from the Interest and Sinking Fund or otherwise received by the Paying Agent/Registrar from the Corporation sufficient to pay the principal of, premium, if any, and accrued interest on such Bonds. (b) Upon presentation and surrender of any Bond called for redemption at the Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying Agent/Registrar shall pay the principal of, premium, if any, and accrued interest on such Bond to the date of redemption from the money set aside for such purpose. -16- 94937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 35 of 151 Section 4.07. Effect of Redemption. (a) Notice of redemption having been given as provided in Section 4.04 of this Resolution, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the Corporation defaults in the payment of the principal thereof, premium, if any, or accrued interest thereon, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. (b) If the Corporation shall fail to make provision for payment of all sums due on a redemption date, then any Bond or portion thereof called for redemption shall continue to bear interest at the rate stated on the Bond until due provision is made for the payment of same by the Corporation. Section 4.08. Conditional Notice of Redemption. The Corporation reserves the right, in the case of an optional redemption pursuant to Section 4.02 herein, to give notice of its election or direction to redeem Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption date, or (ii) that the Corporation retains the right to rescind such notice at any time on or prior to the scheduled redemption date if the Corporation delivers a certificate of the Corporation to the Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owners. Any Bonds subject to conditional redemption and such redemption has been rescinded shall remain Outstanding and the rescission of such redemption shall not constitute an event of default. Further, in the case of a conditional redemption, the failure of the Corporation to make moneys and or authorized securities available in part or in whole on or before the redemption date shall not constitute an event of default. ARTICLE V PAYING AGENT/REGISTRAR Section 5.01. Appointment of Initial Paying Agent/Re isg tray. (a) BOKF, N.A., Dallas, Texas is hereby appointed as the initial Paying Agent/Registrar for the Bonds. (b) The President of the Corporation is hereby authorized and directed to execute and deliver or cause the execution and delivery by the President or Vice -President of the Board, the Paying Agent/Registrar Agreement, as presented. The Corporation hereby approves the form of Paying Agent/Registrar Agreement. Section 5.02, Qualifications. Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under the laws of the State of Texas, or any other entity duly qualified -17- 44937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 36 of 151 and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Bonds. Section 5.03. Maintaining Paying Agent/Registrar. (a) At all times while any Bonds are outstanding, the Corporation will maintain a Paying Agent/Registrar that is qualified under Section 5.02 of this Resolution. The President of the Corporation is hereby authorized and directed to execute an agreement with the Paying Agent/Registrar specifying the duties and responsibilities of the Corporation and the Paying Agent/Registrar. The signature of the President of the Corporation shall be attested by the Secretary of the Corporation. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the Corporation will promptly appoint a replacement. Section 5.04. Termination. The Corporation, upon not less than 60 days' notice, reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated written notice of such termination, provided, that such termination shall not be effective until a successor Paying Agent/Registrar has been appointed and has accepted the duties of Paying Agent/Registrar for the Bonds. Section 5.05. Notice of Change. Promptly upon each change in the entity serving as Paying Agent/Registrar, the Corporation will cause notice of the change to be sent to each Owner and any bond insurer by first class United States mail, postage prepaid, at the address in the Register, stating the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar. Section 5.06. Ayreement to Perform Duties and Functions. By accepting the appointment as Paying. Agent/Registrar, and executing the Paying Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the provisions of this Resolution and that it will perform the duties and functions of Paying Agent/Registrar prescribed thereby. Section 5.07. Delivery of Records to Successor. If a Paying Agent/Registrar is replaced, such Paying Agent, promptly upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the successor Paying Agent/Registrar. ARTICLE VI FORM OF THE BONDS Section 6.01. Form Generally. (a) The Bonds, including the registration certificate of the Comptroller, the certificate of the Paying Agent/Registrar, and the assignment form to appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Resolution, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined -18- #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 37 of 151 by the Corporation or by the officers executing such Bonds, as evidenced by their execution thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The Bonds shall be typed, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Bonds, as evidenced by their execution thereof, except that the Initial Bond submitted to the Attorney General of Texas, the definitive Bonds delivered to DTC (or any successor securities depository) and any temporary Bonds may be typewritten or photocopied or otherwise produced. Section 6.02. Form of Bonds. The form of Bonds, including the form of the registration certificate of the Comptroller, the form of certificate of the Paying Agent/Registrar and the form of assignment appearing on the Bonds, shall be substantially as follows; (a) [Form of Bond] NEITHER THE STATE, THE TOWN OF TROPHY CLUB, TEXAS (THE "TOWN") NOR ANY POLITICAL CORPORATION, SUBDIVISION, OR AGENCY OF THE STATE SHALL BE OBLIGATED TO PAY THIS BOND OR THE INTEREST THEREON AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, THE TOWN, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION, OR AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THIS BOND, -19- #493'7699.3 Town Council Joint and Regular Minutes August 25, 2015 Page 38 of 151 REGISTERED REGISTERED No. $ United States of America State of Texas TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE BOND, TAXABLE SERIES 2015 INTEREST RATE: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP NUMBER: % September 1, September 1, 2015 Trophy Club 413 Economic Development Corporation (the "Corporation"), a non-profit industrial development corporation governed by Chapters 501, 502 and 505, Texas Local Government Code, as amended (the "Act"), in the State of Texas, for value received, hereby promises to pay to or registered assigns, on the Maturity Date specified above, the sum of DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof from the later of the Delivery Date specified above or the most recent interest payment date to which interest has been paid or provided for until such principal amount shall have been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360 -day year of twelve 30 -day months, such interest to be paid semiannually on September 1 and March 1 of each year, commencing March 1, 2016. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in Dallas, Texas (the "Designated Payment/Transfer Office"), of BOKF, N.A., as initial Paying Agent/Registrar, or, with respect to a successor Paying Agent/Registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the interest payment date, mailed by the Paying Agent/Registrar to the registered owner at the address shown on the registration books kept by the Paying Agent/Registrar or by such other customary banking arrangements acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the person to whom interest is to be paid. For the purpose of the payment of interest on this Bond, the registered owner shall be the person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the close of business on the 15th day of the month next preceding such interest payment date; provided, however, that in the event of nonpayment of interest on a scheduled interest payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Corporation. Notice of -20- N4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 39 of 151 the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," -which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day preceding the date of mailing such notice. If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the Town in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which such 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 Bond dated September 1, 2015, is one of a series of fully registered bonds specified in the title hereof issued in the aggregate principal amount of $2,640,000 (herein referred to as the "Bonds"), issued pursuant to a certain Resolution of the Board of Directors of the Corporation (the "Resolution") for the purpose of (i) paying costs of the Project as described in the Resolution, (ii) funding a debt service reserve fund; and (iii) paying the costs of issuing the Bonds. This Bond and all the bonds of the series of which it is a part constitute special obligations of the Trophy Club 4B Economic Development Corporation and together with any additional parity revenue obligations which the Corporation has reserved the right to issue are payable as to both principal and interest solely from a first lien on and pledge of the Pledged Revenues and Pledged Funds, as described in the Resolution. The Corporation expressly reserves the right to issue further and additional special revenue obligations on a parity with the bonds of this issue; provided, however, that any and all such additional parity obligations may be issued only in accordance with and subject to the covenants, conditions, limitations and restrictions relating thereto which are set out and contained in the Resolution, to which reference is hereby made for more complete and full particulars. The Corporation has reserved the option to redeem the Bonds maturing on and after September 1, 2024, before their respective scheduled maturity in whole or in part in integral multiples of $5,000 on September 1, 2023, or on any date thereafter, at a price equal to the principal amount of the Bonds so called for redemption plus accrued interest to the redemption date. If less than all of the Bonds are to be redeemed, the Corporation shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot Bonds, or portions thereof within such maturity or maturities and in such amounts, for redemption. Bonds maturing on September 1, 2030 and September 1, 2035 (the "Term Bonds"), are subject to mandatory sinking fund redemption prior to their scheduled maturity, and will be redeemed by the Corporation, in part at a redemption price equal to the principal amount thereof, without premium, plus interest accrued to the redemption date, on the dates and in the principal amounts shown in the following schedule: -21- 44937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 40 of 151 Term Bonds Maturing September 1 2030 Redemption Date Redemption Amount September 1, 2026 $130,000 September 1, 2027 135,000 September 1, 2028 140,000 September 1, 2029 150,000 September 1, 2030* 155,000 *maturity Term Bonds Maturing September l 2035 Redemption Date Redemption Amount September 1, 2031 $160,000 September 1, 2032 170,000 September 1, 2033 175,000 September 1, 2034 185,000 September 1, 2035* 195,000 *maturity The Paying Agent/Registrar will select by lot or by any other customary method that results in a random selection the specific Term Bonds (or with respect to Term Bonds having a denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by mandatory redemption. The principal amount of Term Bonds required to be redeemed on any redemption date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be reduced, at the option of the Corporation, by the principal amount of any Bonds which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the Corporation at a price not .exceeding the principal amount of such Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. The Corporation reserves the right, in the case of an optional redemption pursuant to the provisions of the Resolution, to give notice of its election or direction to redeem Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption date, or (ii) that the Corporation retains the right to rescind such notice at any time on or prior to the scheduled redemption date if the Corporation delivers a certificate of the Corporation to the Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owners. Any Bonds subject to conditional redemption and such redemption has been rescinded shall remain Outstanding and the rescission of such redemption shall not constitute an Event of Default. Further, in the case of a conditional redemption, the failure of the Corporation to make moneys -22- #4937609,3 Town Council Joint and Regular Minutes August 25, 2015 Page 41 of 151 and or authorized securities available in part or in whole on or before the redemption date shall not constitute an event of default. Notice of such redemption or redemptions shall be sent by United States mail, first class postage prepaid, not less than 34 days before the date fixed for redemption, to the registered owner of each of the Bonds to be redeemed in whole or in part. Notice having been so given, the Bonds or portions thereof designated for redemption shall become due and payable on the redemption date specified in such notice, and from and after such date, notwithstanding that any of the Bonds or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue. As provided in the Resolution, and subject to certain limitations therein set forth, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar, and, thereupon, one or more new fully registered Bonds of the same stated maturity, of authorized denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Corporation, the Paying Agent/Registrar, and any other person may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the Corporation nor the Paying Agent/Registrar shall be affected by notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law; that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that the total indebtedness of the Corporation, including the Bonds, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, this Bond has been duly executed on behalf of the Corporation. Secretary, Trophy Club 4B Economic Development Corporation #4937609.3 Town Council Joint and Regular Minutes President, Trophy Club 413 Economic Development Corporation -23- August 23 - August 25, 2015 Page 42 of 151 (b) [Form of Certificate of Paying Agent/Registrar) CERTIFICATE OF PAYING AGENT/REGISTRAR This is one of the Bonds referred to in the within mentioned Resolution. The series of Bonds of which this Bond is a part was originally issued as one Initial Bond which 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: (c) [Form of Assignment] BOKF, N.A., Dallas, Texas as Paying Agent/Registrar ASSIGNMENT Authorized Signatory FOR VALUE RECEIVED the undersigned, hereby sells, assigns and transfers unto (print or typewrite name, address and zip code of transferee: (social security or other identifying number: ) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within bond on the books kept for registration hereof, with full power of substitution in the premises. Date: NOTICE: The signature on this Assignment must Signature Guaranteed By: correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. Authorized Signatory (d) Initial Bond Insertions. (i) The Initial Bond shall be in the form set forth in paragraph (a) of this Section, except that: (A) immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As Shown Below" and the heading "CUSIP NO. " shall be deleted; -24- a4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 43 of 151 (B) in the first paragraph: the words "on the Maturity Date specified above" shall be deleted and the following will be inserted: "on September 1 in the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Installments Interest Rates (Information to be inserted from the Pricing Certificate.) (C) the Initial Bond shall be numbered T-1. (ii) The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond: REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond has been registered this day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE this Comptroller of Public Accounts of the State of Texas [SEAL] Section 6.03. CUSIP Registration. The Corporation may secure identification numbers through the CUSIP Services Bureau managed by Standard & Poor's Financial Services LLC on behalf of the America Bankers Association, and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof and neither the Corporation nor the attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Section 6.04. Leval Opinion. The approving legal opinion of Bracewell & Giuliani LLP, Bond Counsel, may be printed on the back of or attached to each Bond over the certification of the Secretary of the Corporation, which may be executed in facsimile. -25- #49376093 2S - M4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 44 of 151 Section 6.05. Municipal -Bond Insurance. If municipal bond guaranty insurance -is obtained with respect to the Bonds, the Bonds, including the Initial Bond, may bear an appropriate legend, as provided by the insurer. To the extent permitted by applicable law, the Corporation will comply with all notice and other applicable requirements of the insurer in connection with the issuance of the Bonds, as such requirements may be in effect and transmitted to the Corporation with the insurer' s commitment to issue such insurance. ARTICLE VII SALE OF THE BONDS; CONTROL AND DELIVERY OF THE BONDS Section 7.01. Sale of Bonds Official Statement. (a) The Bonds are hereby officially sold and awarded and shall be delivered to the Underwriters, in accordance with the terms and provisions of that certain Purchase Agreement relating to the Bonds between the Corporation and the Underwriter and dated the date of the passage of this Resolution. The form and content of such Purchase Agreement are hereby approved, and the President or Vice President is hereby authorized and directed to execute and deliver, and the Corporation Secretary is hereby authorized and directed to attest, such Purchase Agreement. It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable. The Bonds shall initially be registered in the name of Raymond James or its designee. (b) The form and substance of the Preliminary Official Statement for the Bonds and any addenda, supplement or amendment thereto (the "Preliminary Official Statement") and the final Official Statement (the "Official Statement") presented to and considered at this meeting, are hereby in all respects approved and adopted, and the Preliminary Official Statement is hereby deemed final as of its date (except for the omission of pricing and related information) within the meaning and for the purposes of paragraph (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The President or Vice President of the Corporation is hereby authorized and directed to execute the Official Statement and deliver appropriate numbers of copies thereof to the Underwriter. The Official Statement as thus approved, executed and delivered, with such appropriate variations as shall be approved by the President or Vice President of the Corporation and the Underwriter, may be used by the Underwriters in the public offering of the Bonds and sale thereof. The Corporation Secretary of the Corporation is hereby authorized and directed to include and maintain a copy of the Preliminary Official Statement and the Official Statement and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Official Statement in the public offering of the Bonds is hereby ratified, approved and confirmed. (c) All officers and officials of the Corporation are authorized to take such actions and to execute such documents, certificates and receipts, and to make such elections with respect to the tax-exempt status of the Bonds, as they may deem necessary and appropriate in order to consummate the delivery of the Bonds. Further, in connection with the submission of the record of proceedings for the Bonds to the Attorney General of the State of Texas for examination and approval of such Bonds, the appropriate officer of the Corporation is hereby authorized and directed to issue a check of the Corporation payable to the Attorney General of the State of #4937649.3 Town Council Joint and Regular Minutes August 25, 2015 Page 45 of 151 Texas as a nonrefundable examination fee in the amount required by Chapter 1202, Texas Government Code (such amount not to exceed $9,500). (d) The obligation of the Underwriter to accept delivery of the Bonds is subject to the Underwriter being furnished with the final, approving opinion of Bracewell & Giuliani LLP, Bond Counsel for the Corporation, which opinion shall be dated as of and delivered on the Closing Date. The President is hereby authorized and directed to execute the engagement letter with Bracewell & Giuliani LLP, setting forth such firm's duties as Bond Counsel for the Corporation, and such engagement letter and the terms thereof in the form presented at this meeting is hereby approved and accepted. The President is hereby also authorized and directed to execute the financial advisory services agreement with Samco Capital Markets, Inc. for financial advisory services related to the issuance of the Bonds, and such agreement and the terms thereof in the form presented at this meeting is hereby approved and accepted. Section 7.02. Control and Delivery of Bonds. (a) The President and Vice -President are hereby authorized to have control of the Initial Bond and all necessary records and proceedings pertaining thereto pending investigation, examination and approval of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State of Texas, and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. (b) After registration by the Comptroller of Public Accounts, delivery of the Bonds shall be made to the Underwriter under and subject to the general supervision and direction of the President of the Corporation, against receipt by the Corporation of all amounts due to the Corporation under the terms of sale. (c) in the event the President or Board Secretary are absent or otherwise unable to execute any document or take any action authorized herein, the Vice -President of the Board and any Assistant Board Secretary or other member of the Board, respectively, shall be authorized to execute such documents and take such actions, and the performance of such duties by the Vice - President of the Board and any Assistant Board Secretary or other member of the Board shall for the purposes of this Resolution have the same force and effect as if such duties were performed by the President or Board Secretary, respectively. ARTICLE VIII FUNDS AND ACCOUNTS, INITIAL DEPOSITS AND APPLICATION OF MONEY Section 8.01. Creation of Funds. (a) The Corporation hereby confirms and re- establishes the following funds to be held at the Corporation' s depository bank: (i) Project Development Fund; (ii) Debt Service Fund; (iii) Series 2015 Reserve Fund; (iv) Sales Tax Revenue Fund; and -27- N4937G09,3 Town. Council Joint and Regular Minutes August 25, 2016 Page 46 of 151 (v) Capital Improvement Fund. (b) Moneys on deposit in the Project Development Fund shall be used for paying costs of Projects for which Parity Revenue Obligations from time to time are issued. The Project Development Fund at all times shall be free of any lien, pledge or trust created by this Resolution and the resolution or resolutions authorizing Additional Parity Obligations. (c) The Sales Tax Revenue Fund is hereby confirmed as a special fund comprised of the Gross Sales Tax Revenues, together with all other revenues as from time to time may be determined for deposit therein by the Corporation, and shall be maintained at the Corporation's depository bank for the benefit of the Owners of the Parity Revenue Obligations, subject to the further provisions of this Resolution. (d) The Debt Service Fund shall be maintained for the benefit of the Owners of the Parity Revenue Obligations. Money deposited in the Debt Service Fund shall be used to pay the principal of, premium, if any, and interest on the Parity Revenue Obligations when and as the same shall become due and payable, (e) The Series 2015 Reserve Fund shall be maintained for the benefit of the Owners of the Bonds and not any other Parity Revenue Obligations. Money deposited in the Series 2015 Taxable Reserve Fund shall be used to pay principal of and/or interest on the Bonds becoming due and payable when there is not sufficient money available in the Debt Service Fund for such purpose. Money on deposit in the Series 2015 Reserve Fund may be applied to the acquisition of a Reserve Fund Surety Bond. (f) Money from time to time on deposit in the Capital Improvement Fund shall be used for paying costs of authorized Projects the payment of which are not otherwise provided from the proceeds of Parity Revenue Obligations, and for any other lawful purposes permitted under applicable law, including administrative expenses of the Corporation. The Capital Improvement Fund at all times shall be free of any lien or pledge created by this Resolution and the resolution or resolutions authorizing the issuance Additional Parity Obligations. Section 8.02. Deposit of Proceeds. All amounts received on the Closing Date by the Paying Agent/Registrar for the payment of the purchase price for the Bonds shall be deposited and transferred in accordance with the following: (a) An amount equal to all accrued interest, on the Bonds shall be deposited to the credit of the Debt Service Fund; (b) Proceeds from the sale of the Bonds in the amount of $2,550,000, shall be deposited to the credit of a separate account within the Project Development Fund to be entitled "Series 2015 Project Development Account," to be used for the purposes for which the Bonds are issued, and (c) The remaining balance received on the Closing Date, shall be deposited to a special account of the Corporation and used for the payment of the costs of issuing the Bonds, iincluding the payment of an insurance premium in the amount of $11,357.05 to AGM. Any -28- 44937649.3 Town Council Joint and Regular Minutes August 25, 2015 Page 47 of 151 amounts not needed for the payment of costs of issuance shall be deposited to, Debt Service Fund. Section 8.03. Sales Tax Revenue Fund. (a) All Pledged Revenues shall be deposited and transferred as received to the Sales Tax Revenue Fund. (b) Moneys deposited in the Sales Tax Revenue Fund shall be pledged and appropriated to the following uses, in the order of priority shown: (i) First, to the payment, without priority, of all amounts required to be deposited in the Debt Service Fund herein established for the payment of Parity Revenue Obligations; (ii) Second, on a pro rata basis, to each debt service reserve fund created by any resolution authorizing the issuance of Parity Revenue Obligations, which contains less than the amount to be accumulated and/or maintained therein, as provided in such resolutions; (iii) Third, to any other fund or account required by any resolution authorizing Parity Revenue Obligations, the amounts required to be deposited therein; (iv) Fourth, to pay any amounts due to any issuer of a Reserve Fund Surety Bond not paid pursuant to subsections (ii) or (iii) above; (v) Fifth, to any fund or account, or to any payee, required by any other resolution of the Board which authorizes the issuance of obligations or the creation of debt of the Corporation having a lien on the Pledged Revenues subordinate to the lien and pledge created herein with respect to the Parity Revenue Obligations; (vi) Sixtha to the Capital Improvement Fund; and (vii) Seventh, for any lawful purpose. Section 8.04. Debt Service Fund. (a) The Corporation hereby covenants and agrees to make deposits to the Debt Service Fund from moneys in the Sales Tax Revenue Fund, in. substantially equal monthly, bi-monthly, quarterly or semi-annual installments as such money is received, to pay the principal of and interest on the Parity Revenue Obligations as follows: (i) Such amounts, on deposit and received following the Closing Date, as will be sufficient, together with other amounts, if any, then on hand in the Debt Service Fund and available for such purpose, to pay the interest scheduled to accrue and become due and payable with respect to the Parity Revenue Obligations on the next succeeding Interest Payment Date; (ii) Such amounts, on deposit and received following the Closing Date, as will be sufficient, together with other amounts, if any, on hand in the Debt Service Fund and available for such purpose, to pay the principal scheduled to mature and come due on the -29- N4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 48 of 151 Parity Revenue Obligations on the next succeeding Interest Payment Date on which principal of the Bonds is to be payable. (b) The deposits to the Debt Service Fund for the payment of principal of and interest on the Parity Revenue Obligations shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in the Debt Service Fund and Reserve Fund is equal to the amount required to pay all outstanding obligations (principal and/or interest) for which said Fund was created and established to pay or (ii) the Parity Revenue Obligations are no longer outstanding, i.e., fully paid as to principal and interest or all of the Parity Revenue Obligations have been refunded. (c) Any proceeds of the Bonds not required for the purposes for which the Bonds are issued shall be deposited to the Debt Service Fund. Section 8.05. Reserve Fund. (a) There is hereby created and ordered held at a depository bank of the Corporation, for the benefit of the Bonds, the Series 2015 Reserve Fund. As provided in Section 8.03, the Corporation shall deposit and credit to the Series 2015 Reserve Fund amounts required to maintain the balance in the Reserve Fund in an amount equal to the average annual debt service requirements of the Bonds (the "Required Reserve"). The average annual debt service requirements of the Bonds shall be calculated by the Corporation on the date of issuance of the Bonds and on each October 1 thereafter, and the Required Reserve to be maintained in the Series 2015 Reserve Fund after each such calculation shall be the amount determined by such calculation. (b) All funds, investments and Reserve Fund Surety Bonds on deposit and credited to the Series 2015 Reserve Fund shall be used solely for (i) the payment of the principal of and interest on the Bonds, when and to the extent other funds available for such purposes are insufficient, (ii) to make payments due under a Reserve Fund Surety Bond and (iii) with respect to funds and investments on deposit and credited to the Series 2015 Reserve Fund other than Reserve Fund Surety Bonds, to retire the last maturity of or interest on the Bonds. (c) When and for so long as the cash, investments and Reserve Fund Surety Bond in the Series 2015 Reserve Fund equal the Required Reserve, no deposits need be made to the credit of the Series 2015 Reserve Fund. If the Series 2015 Reserve Fund at any time contains less than the Required Reserve, the Corporation covenants and agrees that the Corporation shall cure the deficiency in the Series 2015 Reserve Fund by making deposits to such Fund from the Pledged Revenues in accordance with Section 8.03 by monthly deposits and credits in amounts equal to not less than 1/60th of the Required Reserve with any such deficiency payments being made on or before the last day of each month until the Required Reserve has been fully restored; provided, however, that no such deposits shall be made into the Series 2015 Reserve Fund during any six-month period beginning on September I and March 1 until there has been deposited into the Debt Service Fund the full amount required to be deposited therein by the next following September 1 and March 1, as the case may be. In addition, in the event that a portion of the Required Reserve is represented by a Reserve Fund Surety Bond, the Required Reserve and deposits to the Series 2015 Reserve Fund shall take into account such value of the Reserve Fund Surety Bond. The Corporation further covenants and agrees that, subject only to the prior deposits and credits to be made to the Debt Service Fund, the Pledged Revenues shall be applied, -30- 94937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 49 of 151 appropriated and used to establish and maintain the Required Reserve, including by paying payments under a Reserve Fund Surety Bond when due, and any reserve established for the benefit of any issue or series of Additional Parity Revenue Obligations and to cure any deficiency in such amounts as required by the terms of this Resolution and any other Resolution pertaining to the issuance of Additional Parity Revenue Obligations. Reimbursements to any provider of a Reserve Fund Surety Bond shall constitute the curing of a deficiency in the Series 2015 Reserve Fund to the extent that such reimbursements result in the reinstatement, in whole or in part, as the case may be, of the amount of the Reserve Fund Surety Bond to the Required Reserve. (d) Earnings and income derived from the investment of amounts held for the credit of the Series 2015 Reserve Fund shall be retained in the Series 2015 Reserve Fund until the Series 2015 Reserve Fund contains the Required Reserve. During such time as the Series 2015 Reserve Fund contains the Required Reserve or any cash or investment is replaced with a Reserve Fund Surety Bond pursuant to subsection (e) below, the Corporation may, at its option, withdraw funds that are in excess of the Required Reserve and deposit such surplus in the Sales Tax Revenue Fund; provided that the face amount of any Reserve Fund Surety Bond may be reduced at the option of the Corporation in lieu of such withdrawal of excess funds. Notwithstanding the foregoing, any surplus funds in excess of the Required Reserve that consist of gross proceeds of the Bonds or interest thereon shall be used for purposes for which the Bonds were issued or deposited to the Debt Service Fund. (e) The Corporation may, at any time, deposit, supplement, replace or substitute a Reserve Fund Surety Bond for cash or investments on deposit in the Series 2015 Reserve Fund or in substitution for or replacement of any existing Reserve Fund Surety Bond. (f) If the Corporation is required to make a withdrawal from the Series 2015 Reserve Fund for any of the purposes described in this Section, the Corporation shall promptly notify the issuer of such Reserve Fund Surety Bond of the necessity for a withdrawal from the Series 2015 Reserve Fund for any such purposes, and shall make such withdrawal first from available moneys or permitted investments then on deposit in the Series 2015 Reserve Fund, and next from a drawing under any Reserve Fund Surety Bond to the extent of any deficiency. (g) In the event there is a draw upon the Reserve Fund Surety Bond, the Corporation shall reimburse the provider of such Reserve Fund Surety Bond for such draw, in accordance with the terms of any agreement pursuant to which the Reserve Fund Surety Bond is used, from Pledged Revenues; however, such reimbursement from Pledged Revenues shall be in accordance with the provisions of Section 8.03 hereof and shall be subordinate and junior in right of payment to the payment of principal of and premium, if any, and interest on the then Outstanding Parity Revenue Obligations. (h) The Corporation may create and establish a debt service reserve fund pursuant to any resolution or resolutions authorizing the issuance of Parity Revenue Obligations for the purpose of security that series of Parity Revenue Obligations or any specific series of Parity Revenue Obligations; the amounts once deposited or credited to said debt service reserve funds shall no longer constitute Pledged Revenues and shall be held solely for the benefit of the owners of the series of Parity Revenue Obligations for which such debt service reserve fund was -31- #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Rage 50 of 151 established. Each such debt service reserve fund shall be designated in such manner as is necessary to identify the Parity Revenue Obligations it secures and to distinguish such debt service reserve fund from the debt service reserve funds created for the benefit of other Parity Revenue Obligations. (i) Notwithstanding anything to the contrary contained in this Section, the requirements set forth above to fund the Reserve Fund in the amount of the Required Reserve shall be suspended for such time as the Pledged Revenues for each Fiscal Year, including the current Fiscal Year at the time of the issuance of the Bonds, are equal to at least 125% of the average annual debt service requirements. In the event that the Pledged Revenues for any two consecutive Fiscal Years are Iess than 125% (unless such percentage is below 100% of the average annual debt service requirements in any Fiscal Year, in which case the herein specified requirements to restore the Reserve Requirement will commence after such Fiscal Year) of the average annual debt service requirements, the Corporation will be required to commence making the deposits to fund the Reserve Fund as provided above, and to continue making such deposits until the earlier of (i) such time as the Reserve Fund contains the Required Reserve or (ii) the Pledged Revenues for a Fiscal Year have been equal to not less than 125% of the average annual debt service requirements. Section 8.06. Deficiencies in Funds. If the Corporation shall, for any reason, fail to pay into the Debt Service Fund or Reserve Fund the full amounts above stipulated, amounts equivalent to such deficiencies shall be set apart and paid into said funds from the first available revenues of the Corporation and such payments shall be in addition to the amounts hereinabove provided to be otherwise paid into said funds. Section 8.07. Security of Funds. All moneys on deposit in the funds referred to in this Resolution shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of funds of the Corporation, and moneys on deposit in such funds shall be used only for the purposes permitted by this Resolution. Section 8.08. Investments. (a) Money in the funds established by this Resolution, or any resolution authorizing the issuance of the Prior Bonds or any Additional Parity Obligations, at the option of the Corporation, may be invested in such securities or obligations as permitted under the laws of the State of Texas applicable to the Corporation. (b) Any securities or obligations in which money is so invested shall be sold and the proceeds of sale shall be timely applied to the making of all payments required to be made from the fund from which the investment was made. Section 8.09. Investment Income. Interest and income derived from investment of any fund created by this Resolution shall be credited to such fund. ARTICLE IX ADDITIONAL OBLIGATIONS Section 9.01. Issuance of Superior Lien Obligations Prohibited. The Corporation hereby covenants that so long as any principal or interest pertaining to any Parity Revenue Obligations -32- 44937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 51 of 151 remain outstanding and unpaid, it will not authorize or issue obligations secured by a lien on or pledge of the Pledged Revenues superior to the lien ascribed to the Parity Revenue Obligations. Section 9.02. Issuance, of Additional Parity Obligations Authorized. In addition to the right to issue obligations of inferior lien, the Corporation reserves the right to issue Additional Parity Obligations which, when duly authorized and issued in compliance with law and the terms and conditions hereinafter appearing, shall be on a parity with the Bonds herein authorized, payable from and equally and ratably secured by a lien on and pledge of the PIedged Revenues and Pledged Funds; and the Bonds and Additional Parity Obligations shall in all respects be of equal dignity. The Additional Parity Obligations may be issued in one or more installments, provided, however, that none shall be issued unless and until the following conditions have been met: (a) The Corporation is not then in default as to any covenant, condition or obligation prescribed in a resolution authorizing the issuance of the outstanding Parity Revenue Obligations. (b) Each of the funds created for the payment, security and benefit of the Parity Revenue Obligations contains the amount of money then required to be on deposit therein. (c) The Corporation has secured from a Certified Public Accountant a certificate or report reflecting that for the Fiscal Year next preceding the date of the proposed Additional Parity Obligations, or a consecutive twelve (12) month period out of the fifteen (I5) month period next preceding the month in which the resolution authorizing the proposed Additional Parity Obligations is adopted, the Gross Sales Tax Revenues were equal to at least 1.50 times the combined average annual principal and interest requirements on all Parity Revenue Obligations to be outstanding after the issuance of the proposed Additional Parity Obligations; provided, that, in the event of an increase in the rate of the Sales Tax that becomes effective prior to the date of the resolution authorizing the issuance of the Additional Parity Obligations, such certificate or report shall calculate the Gross Sales Tax Revenues for the calculation period as if such increased rate were in effect during such period. (d) The Additional Parity Obligations are made to mature on an Interest Payment Date of each year in which they are scheduled to mature. (e) The resolution authorizing the Additional Parity Obligations provides that: (i) the Debt Service Fund be augmented by amounts adequate to accumulate the sum required to pay the principal and interest on such obligations as the same shall become due; and (ii) the amount to be maintained in the Reserve Fund shall be increased to an amount not less than the Required Reserve calculated to include the debt service of the proposed additional obligations; and (iii) any additional amount required to be maintained in the Reserve Fund shall be deposited therein upon delivery of such Additional Parity Obligations or in not more than sixty (60) months from such date subject to Section 8.05 herein. (f) Parity Revenue Obligations may be refunded upon such terms and conditions as the Board may deem to be in the best interest of the Corporation; and if less than all such outstanding Parity Revenue Obligations are refunded, the proposed refunding obligations shall -33.. #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 52 of 151 be considered as "Additional Parity Obligations" under the provisions of this Section, and the report or certificate required by paragraph (c) shall give effect to the issuance of the proposed refunding obligations and shall not give effect to the obligations being refunded. ARTICLE X PARTICULAR REPRESENTATIONS AND COVENANTS Section 10.01. Pledged Funds and Pledged Revenues. (a) The Corporation represents and warrants that it is and will be authorized by applicable law and by its articles of incorporation and bylaws to authorize and issue the Bonds, to adopt this Resolution and to pledge the Pledged Funds and Pledged Revenues in the manner and to the extent provided in this Resolution, and that the Pledged Funds and Pledged Revenues so pledged are and will be and remain free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Resolution except as expressly provided herein for Parity Revenue Obligations. (b) The Bonds and the provisions of this Resolution are and will be the valid and legally enforceable obligations of the Corporation in accordance with the terms of this Resolution, subject only to any applicable bankruptcy or insolvency laws or to any applicable law affecting creditors' rights generally. (c) . The Corporation shall at all times, to the extent permitted by applicable law, defend, preserve and protect the pledge of the Pledged Funds and Pledged Revenues and all the rights of the Owners under this Resolution and the resolutions authorizing the issuance of the Prior Bonds and any Additional Parity Obligations, against all claims and demands of all persons whomsoever. (d) The Corporation will take, and use its best efforts to cause the Town to take, all steps reasonably necessary and appropriate to collect all delinquencies in the collection of the Sales Tax to the fullest extent permitted -by the Act and other applicable law. Section 10.02.. Accounts, Periodical Reports and Certificates. (a) The Corporation shall keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the funds and accounts established by this Resolution and which, together with all other books and papers of the Corporation, shall at all times be subject to the inspection of, the Owner or Owners of not less than S% in principal amount of the Parity Revenue Obligations then outstanding or their representatives duly authorized in writing. Section 10.03. General. The Directors and Officers of the Corporation shall do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the Corporation under the provisions of this Resolution. Section 10.04. Repeal of Power to Collect Sales Tax. Any repeal or amendment of the right and power to levy, collect and apply the Sales Tax pursuant to the Act shall never be effective until all of the principal of and the interest on the Obligations, and the interest on the -34- 44937609.3 3444437609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 53 of 151 Parity Revenue Obligations have been paid in full or they have been IawfulIy defeased under Article 12. Section 10.05. Payment of the Bonds. While any of the Bonds are outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the Debt Service Fund, money sufficient to pay the interest on and the principal of the Bonds, as applicable, as will accrue or mature on each applicable Interest Payment Date. ARTICLE XI DEFAULT AND REMEDIES Section 11.01. Events of Default. Each of the following occurrences or events for the purpose of this Resolution is hereby declared to be an "Event of Default," to -wit: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; (ii) default in the performance or observance of any other covenant, agreement or obligation of the Corporation, the failure to perform which materially, adversely affects the rights of the Owners, including but not limited to, their prospect or ability to be repaid in accordance with this Resolution, and the continuation thereof for a period of 30 days after notice of such default is given by any Owner to the Corporation; or (iii) An order of relief shall be issued by the Bankruptcy Court of the United States District Court having jurisdiction, granting the Corporation any relief under any Applicable Law, or any other court having valid jurisdiction shall issue an order or decree under applicable federal or state law providing for the appointment of a receiver, liquidator, assignee, trustee, sequestrator, or other similar official for the Corporation as applicable, of any substantial part of its property, affairs or assets, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days. Section 11.02. Remedies for Default. (a) Upon the happening of any Event of Default, then and in every case any Owner or an authorized representative thereof, including but not limited to, a trustee or trustees therefor, may proceed against the Corporation for the purpose of protecting and enforcing the rights of the Owners under this Resolution, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Owners hereunder or any combination of such remedies. (b) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Owners of Bonds then outstanding. Section 11.03. Remedies Not Exclusive. (a) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or -35- #49376©9.3 Town Council Joint and Regular Minutes August 25, 2015 Page 54 of 151 under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Resolution, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Resolution. (b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy.. ARTICLE XII DISCHARGE Section 12.01, Dischar e. The Corporation reserves the right to defease, discharge or refund the Bonds in any manner permitted by applicable law. ARTICLE XIII LAPSE OF PAYMENT Section 13,01. Lapse of Payment. (a) Unclaimed Payments shall be segregated in a special escrow account and held in trust, uninvested, by the Paying Agent/Registrar for the account of the Owner of the Bonds to which the Unclaimed Payments pertain. (b) Subject to Title 6, Texas Property Code, Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three years after the applicable payment or redemption date shall be applied to the next payment or payments on the Bonds thereafter coming due, and, to the extent any such money remains after the retirement of all outstanding Bonds, shall be paid to the Corporation to be used for any lawful purpose. Thereafter, neither the Corporation, the Paying Agent/Registrar nor any other person shall be liable or responsible to any Owners of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds, subject to Title 6, Texas Property Code. ARTICLE XIV CONTINUING DISCLOSURE UNDERTAKING Section 14.01. Continuina Disclosure Agreement. The offering of the Bonds qualifies for the Rule 15c2 -12(d)(2) exemption from Rule 15c2 -12(b)(5) regarding the Corporation's continuing disclosure obligations, because the Corporation has not issued more than $10,000,000 in aggregate amount of outstanding municipal securities (excluding securities offered in transactions that were exempt from the Rule) and no person is committed by contract or other arrangement with respect to payment of the Bonds. Pursuant to the exemption, in the Resolution, the Corporation has made the following agreement for the benefit of the holders and beneficial owners of the Bonds. The Corporation is required to observe the agreement for so long as it remains an "obligated person" with respect to the Bonds, within the meaning of the Securities and Exchange Commission's Rule 15c2-12 (the "Rule"). Under the agreement, the Corporation will be obligated to provide certain updated financial information and operating data annually, and timely notice of specified events, to the Municipal Securities Rulemaking Board (the "MSRB"). -36- #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 55 of 151 Section 14.42. Annual Reports. (a) The Corporation will provide to the MSRB certain updated financial information and operating data which is customarily prepared by the Corporation and is publicly available on an annual basis. The information to be provided is the Town's Annual Audited Financial Report. The Corporation will update and provide this information within six months after the end of each Fiscal Year. The financial information and operating data to be provided may be set forth in full in one or more documents or may be included by specific reference to any document available to the public on the MSRB's Internet Web site or filed with the United States Securities and Exchange Commission (the "SEC"), as permitted by the Rule. The updated information will include audited financial statements, if the Town commissions an audit and it is completed by the required time. If audited financial statements are not available by the required time, the Corporation will provide unaudited financial information by the required time and audited financial statements when and if such audited financial statements become available. Any such financial statements will be prepared in accordance with the accounting principles described in Appendix D or such or such other accounting principles as the Corporation may be required to employ from time to time pursuant to State law or regulation. (b) If the Town or Corporation changes its Fiscal Year, it will notify the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the Town or Corporation otherwise would be required to provide financial information and operating data pursuant to this Section. (c) The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. Section 14.43. Disclosure Event Notices. (a) The Corporation shall notify the MSRB, in a timely manner not in excess of ten (14) Business Days after the occurrence of the event, of any of the following events with respect to the Bonds: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; -37- 44937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 56 of 151 (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (vii) Modifications to rights of holders of the Bonds, if material; (viii) Bond calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution, or sale of property securing repayment of the Bonds, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or similar event of the Corporation; I (xiii) The consummation of a merger, consolidation, or acquisition involving the Town or the sale of all or substantially all of the assets of the Corporation, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (xiv) Appointment of a successor Paying Agent/Registrar or change in the name of the Paying Agent/Registrar, if material. (b) The Corporation shall notify the MSRB, in a timely manner, of any failure by the Corporation to provide financial information or operating data in accordance with Section 14.02 of this Resolution by the time required by such Section. Section 14,04. Limitations, Disclaimers and Amendments. (a) The Corporation and the Town shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the Corporation and the Town remain an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Corporation in any event will give notice of any deposit made in accordance with Article XII that causes Bonds no longer to be Outstanding. (') For the purposes of the event identified in (xii), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confr ring a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated' person. -38- 44937609.3 38- 44937609,3 Town Council Joint and Regular Minutes August 25, 2015 Page 57 of 151 (b) The provisions of this Article are for the sole benefit of the Owners and beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal ' or equitable right, remedy, or claim hereunder to any other person. The Corporation undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Corporation's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The Corporation does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CORPORATION OR THE TOWN BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CORPORATION OR THE TOWN, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, . BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (c) No default by the Corporation in observing or performing its obligations under this Article shall comprise a breach of or default under the Resolution for purposes of any other provisions of this Resolution. (d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the Corporation under federal and state securities laws. (e) The provisions of this Article may be amended by the Corporation from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Corporation, but only if (1) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Owners of a majority in aggregate principal amount (or any greater amount required by any other provisions of this Resolution that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Corporation (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Owners and beneficial owners of the Bonds. If the Corporation so amends the provisions of this Article, it shall include with any amended financial information or operating data next provided in accordance with Section 14.02 an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. -39- 94937609.3 39- 94937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 58 of 151 AMENDMENTS Section 15.01. Amendments. This Resolution shall constitute a contract with the Owners, be binding on the Corporation, and shall not be amended or repealed by the Corporation so long as any Bond remains outstanding except as permitted in this Section. The Corporation may, without consent of or notice to any Owners, from time to time and at any time, amend this Resolution in any manner not detrimental to the interests of the Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Corporation may, with the written consent of the Owners of the Bonds holding a majority in aggregate principal amount of the Bonds then outstanding and the Insurer, amend, add to, or rescind any of the provisions of this Resolution; provided that, without the consent of all Owners of outstanding Bonds, no such amendment, addition, or rescission shall (i) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (ii) give any preference to any Bond over any other Bond, or (iii) reduce the aggregate principal amount of Bonds required to be held by Owners for consent to any such amendment, addition, or rescission. Section 15.02. Attorney General Modification. In order to obtain the approval of the Bonds by the Attorney General of the State of Texas, any provision of this Resolution may be modified, altered or amended after the date of its adoption if required by the Attorney General in connection with the Attorney General's examination as to the legality of the Bonds and approval thereof in accordance with the applicable law. Such changes, if any, shall be provided to the Board Secretary and the Board Secretary shall insert such changes into this Resolution as if approved on the date hereof. ARTICLE XVI INSURANCE PROVISIONS Section 16.01. Rights of AGM. Notwithstanding anything to the contrary contained in the Resolution or in the Pricing Certificate, so long as AGM is not then in default under the Policy, AGM shall have the following rights; provided that to the extent that AGM has made any payment of principal of or interest on the Bonds it shall retain its rights of subrogation under this Agreement and the Policy: (a) The prior written consent of AGM shall be a condition precedent to the deposit of any Credit Facility provided in lieu of a cash deposit into the Reserve Fund pursuant to Section 8.05 of the Resolution. (b) The Insurer shall be deemed to be the sole holder of the Insured Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the holders of the Bonds insured by it are entitled to take pursuant to the Resolution pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Paying Agent. In furtherance thereof and as a term of the Resolution and each Bond, each -40- $/4g37609.a Town Council Joint and Regular Minutes August 25, 2015 Page 59 of 151 Bondholder appoints the Insurer as their agent and attorney-in-fact and agree that the Insurer may at any time during the continuation of any proceeding by or against the District under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a "Claim"), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Paying Agent and each Bondholder delegate and assign to the Insurer, to the fullest extent permitted by law, the rights of the Paying Agent and each Bondholder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding. Remedies granted to the Bondholders shall expressly include mandamus. (c) No grace period for a covenant default under the Resolution shall exceed 64 days without the prior written consent of AGM. No grace period shall be permitted for payment defaults. (d) AGM shall be a third party beneficiary to the Resolution. (e) Any amendment, supplement, modification to, or waiver of, the Resolution, or any other transaction document, including any underlying security agreement (each a "Related Document"), that requires the consent of Bondholders or adversely affects the rights and interests of the Insurer shall be subject to the prior written consent of the Insurer. (f) The rights granted to AGM pursuant to the terms of this Agreement, or under the Resolution or any other Related Document to request, consent to or direct any action are rights granted to AGM in consideration of its issuance of the Policy. Any exercise by AGM of such rights is merely an exercise of AGM's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Bondholders and such action does not evidence any position of AGM, positive or negative, as to whether the consent of the Bond owners or any other person is required in addition to the consent of AGM. (g) AGM shall, to the extent it makes any payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Policy. Each obligation of the District to AGM under the Related Documents shall survive discharge or termination of the Related Documents. (h) AGM shall be entitled to pay principal of or interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the District (as such terms are defined in the Policy), whether or not AGM has received a Notice of Nonpayment (as such term is defined in the Policy) or a claim upon the Policy. (i) In determining whether any amendment, consent, waiver or other action to be taken, or any failure to take action, under the Resolution would adversely affect the security for -41- #4937609.3 41- #4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 60 of 151 the Bonds or the rights of the holders of the Bonds, the Paying Agent shall consider the effect of any such amendment, consent, waiver, action or inaction as if there were no Policy. 0) The District shall pay or reimburse AGM, to the extent permitted by law, any and all charges, fees, costs and expenses which AGM may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in any Related Document; (ii) the pursuit of remedies by AGM, under the Resolution, the Pricing Certificate, this Agreement or any other Related Document; (iii) any amendment, consent, waiver or other action with respect, or related to, the Resolution, the Pricing Certificate, this Agreement or any other Related Document whether or not executed or completed; or (iv) any litigation or other dispute in connection with the Resolution, the Pricing Certificate, this Agreement or any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of AGM to honor its obligations under the Policy. AGM reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Resolution or any other Related Document. Section 16.02. Claims Upon the Policy and Payments by. AGM. Unless_ otherwise provided in the Policy, the following shall govern claims made upon and payments made under the Policy: (a) If, on the third Business Day prior to the related scheduled interest payment date or principal payment date ("Payment Date") there is not on deposit with the Paying Agent, after making all transfers and deposits required under the Resolution, moneys sufficient to pay the principal of and interest on the Bonds due on such Payment Date, the Paying Agent shall give notice to AGM and to its designated agent, if any ("AGM's Fiscal Agent"), by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Bonds due on such Payment Date, the Paying Agent shall make a claim under the Policy and give notice to AGM and AGM's Fiscal Agent, if any, by telephone of the amount of the deficiency, and the allocation of such deficiency between the amount required to pay interest on the Bonds and the amount required to pay principal of the Bonds, confirmed in writing to AGM and AGM's Fiscal Ageht, if any, by I2:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and Certificate delivered with the Policy. (b) The Paying Agent shall designate any portion of payment of principal on Bonds paid by AGM, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Bonds registered to the then current holders of such Bonds, whether DTC or its nominee or otherwise, and shall issue a replacement Bond to AGM, registered in the name of Assured Guaranty Municipal Corp., in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided, however, that the Paying Agent's failure to so designate any payment or issue any replacement Bond shall have no effect on the amount of principal or interest payable by AGM on any Bond or the subrogation rights of AGM. (c) The Paying Agent shall keep a complete and accurate record of all funds deposited by AGM into the Policy Payments Account (defined below) and the allocation of such -42- 44937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 61 of 151 funds to payment of interest on and principal of any Bond. AGM shall have the right to inspect such records at reasonable times upon reasonable notice to the Paying Agent. (d) Upon payment of a claim under the Policy, the Paying Agent shall establish a separate special purpose trust account for the benefit of the holders of the Bonds (referred to in this Agreement as the "Policy Payments Account") and over which the Paying Agent shall have exclusive control and sole right of withdrawal. The Paying Agent shall receive any amount paid under the Policy in trust on behalf of the holders of the Bonds and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Paying Agent to the holders of the Bonds in the same manner as principal and interest payments are to be made with respect to the Bonds under the sections of the Resolution regarding payment of Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything to the contrary set forth in this Agreement, to the extent permitted by law, the District agrees to pay to AGM (i) a sum equal to the total of all amounts paid by AGM under the Policy (the "Insurer Advances"); and (ii) interest on such Insurer Advances from the date paid by AGM until the date such Insurer Advances are paid in full, payable to AGM at the Late Payment Rate per annum (collectively, the "Insurer Reimbursement Amounts"). "Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank, or its successor) plus three percent (3%), and (ii) the then applicable highest rate of interest on the Bonds and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. Notwithstanding anything to the contrary set forth in this Agreement, the District hereby covenants and agrees that the Insurer Advances are secured by a lien on and pledge of the Pledged Revenues and the amounts on deposit in the funds and accounts established under the Resolution and payable from such amounts on a parity with debt service due on the Bonds. (e) Funds held in the Policy Payments Account shall not be invested by the Paying Agent and may not be applied to satisfy any costs, expenses or liabilities of the Paying Agent. Any funds remaining in the Policy Payments Account following a Payment Date shall promptly be remitted to AGM. (f) Amounts paid by AGM under the Policy shall not be deemed paid for purposes of the Resolution and the Bonds relating to such payments shall remain Outstanding and continue to be due and owing until paid by the District in accordance with the Resolution. The Resolution shall not be discharged unless all amounts due or to become due to AGM have been paid in full or duly provided for. (g) After payment of reasonable expenses of the Paying Agent, the application of funds realized upon default shall be applied to the payment of expenses of the District or rebate only after the payment of past due and current debt service on the Bonds and amounts required to restore the Reserve Fund to the Required Reserve. -43- H4937609,3 X13 - k4937609,3 Town Council Joint and Regular Minutes August 25, 2015 Page 62 of 151 Section 16.03. Defeasance of Bonds. Notwithstanding anything to the contrary contained in the Resolution, so long as AGM is not then in default under the Policy, the following shall apply to the defeasance of the Bonds: (a) Only (i) cash, (ii) non -callable direct obligations of the United States of America ("Treasuries"), (iii) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (iv) subject to the prior written consent of AGM, pre -refunded municipal obligations rated "AAA" and "Aaa" by S&P and Moody's, respectively, (v) subject to the prior written consent of AGM, securities eligible for "AAA" defeasance under then existing criteria of S&P or (vi) any combination of the foregoing, shall be authorized to be used to effect defeasance of the Bonds, unless AGM otherwise approves. Notwithstanding the foregoing, any obligations or securities utilized for the defeasance of the Bonds shall also be required to satisfy the requirements of Section 1207.062, Texas Government Code, as amended. (b) To accomplish defeasance, the District shall cause to be delivered (i) a report of an independent firm of nationally recognized certified public accountants or such other accountant as shall be acceptable to AGM verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date ("Verification"), (ii) an Escrow Agreement (which shall be acceptable in form and substance to AGM), and (iii) an opinion of nationally recognized bond counsel to the effect that the Bonds are no longer "Outstanding" under the Resolution; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed to, the District and AGM. AGM shall be provided with final drafts of the above referenced documentation not less than five (5) Business Days prior to funding of the escrow. (c) Bonds shall be deemed "Outstanding" under the Resolution unless and until they are in fact paid and retired or the above criteria set forth in this Section 4 have been met. Section 16.04. Covenants of the District. So long as AGM is not then in default under the Policy, the District covenants and agrees as follows: (a) The District shall take such action (including, as applicable, filing of UCC financing statements and continuations of such filings, to the extent required under Texas law) as is necessary from time to time to preserve the priority of the pledge of the Pledged Revenues under applicable law. (b) AGM shall be provided with the following information: (i) Annual audited financial statements of the District within 180 days after the end of the District's Fiscal Year, together with such other information, data or reports as AGM shall reasonably request from time to time; (ii) Notice of any draw upon the Reserve Fund within two (2) Business Days after knowledge of such draw other than (a) withdrawals of amounts in excess of the -44- sag376a9.3 Town Council Joint and Regular Minutes August 25, 2015 Page 63 of 151 Required Reserve Amount and (b) withdrawals in connection with a refunding of any bonds issued under the Resolution; (iii) Notice of any default known to the Paying Agent or the Corporation within five (5) Business Days after knowledge of such default; (iv) Prior notice of the advance refunding or redemption of any of the Bonds, including the principal amount, maturities and CUSIP numbers of such Bonds; (v) Notice of the resignation or removal of the Paying Agent and the appointment of, and acceptance of duties by, any successor Paying Agent; (vi) Notice of the commencement of any proceeding by or against the District commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding"); (vii) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of the principal of, or interest on, the Bonds; (viii) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Related Documents; (ix) All reports, notices and correspondence to be delivered to the holders of the Bonds under the terms of the Related Documents; and (x) In addition, to the extent that the District has entered into a continuing disclosure agreement, covenant or undertaking with respect to the Bonds, all information furnished pursuant to such agreements shall also be provided to AGM, simultaneously with the furnishing of such information. (c) AGM shall have the right to receive such additional information as it may reasonably request. (d) The Corporation will permit AGM to discuss the affairs, finances and accounts of the Corporation or any information AGM may reasonably request regarding the security for the Bonds with appropriate officers of the Corporation and will use commercially reasonable efforts to enable AGM to have access to the facilities, books and records of the Corporation on any business day upon reasonable prior notice. (e) The Corporation shall notify AGM of any failure of the Corporation to provide notices, certificates and other information under the transaction documents. (f) Notwithstanding satisfaction of the other conditions to the issuance of additional bonds set forth in the Resolution, no such issuance may occur (1) if an Event of Default (or any event which, once all notice or grace periods have passed, would constitute an Event of Default) exists unless such default shall be cured upon such issuance and (2) unless the Reserve Fund is -45- N4937609.3 45- N4937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 64 of 151 fully funded at the Required Reserve (including the proposed issue) upon the issuance of such additional bonds, in either case unless otherwise permitted by AGM. (g) No contract shall be entered into or any action taken by which the rights of AGM or security for or sources of payment of the Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of AGM. (h) Any interest rate exchange agreement ("Swap Agreement") entered into by the Corporation, secured by and payable from Pledged Revenues, shall meet the following conditions: (i) the Swap Agreement must be entered into to manage interest costs related to, or a hedge against (a) assets then held, or (b) debt then outstanding, or (iii) debt reasonably expected to be issued within the next twelve (12) months, and (ii) the Swap Agreement shall not contain any leverage element or multiplier component greater than 1.Ox unless there is a matching hedge arrangement which effectively off -sets the exposure from any such element or component. Unless otherwise consented to in writing by AGM, any uninsured net settlement, breakage or other termination amount then in effect shall be subordinate to debt service on the Bonds and on any debt on parity with the Bonds. The Corporation shall not terminate a Swap Agreement unless it demonstrates to the satisfaction of AGM prior to the payment of any such termination amount that such payment will not cause the Corporation to be in default under the Related Documents, including but not limited to, any monetary obligations thereunder. All counterparties or guarantors to any Swap Agreement must have a rating of at least "A-" and "A3" by Standard & Poor's ("S&P") and Moody's Investors Service ("Moody's"). If the counterparty or guarantor's rating falls below "A-" or "A3" by either S&P or Moody's, the counterparty or guarantor shall execute a credit support annex to the Swap Agreement, which credit support annex shall be acceptable to AGM. If the counterparty or the guarantor's long term unsecured rating falls below `Baal" or "BBB+" by either Moody's or S&P, a replacement counterparty or guarantor, acceptable to AGM, shall be required. Section 16.05. Notices. Except as otherwise provided, any notice or other communication required or permitted to be given to AGM in this Agreement shall be in writing or by telex or facsimile transmission, or by telephone with subsequent written confirmation, and may be personally served or sent by United States mail, first class postage prepaid, and shall be deemed to have been given upon receipt by the party notified. Information for the delivery of notice (until a change in such information is delivered as provided in this Section 6) shall be as follows: Assured Guaranty Municipal Corp. 31 West 52nd Street New York, New York 10019 Attention: Managing Director - Surveillance Re: Policy No. Telephone: (212) 826-0100 Telecopier: (212) 339-3556 -46- 94937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 65 of 151 AGM may designate other addresses and telephone numbers to which notices or other communications shall be directed. In each case in which a notice or other communication to be delivered to AGM refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel for AGM and shall be marked to indicate "URGENT MATERIAL ENCLOSED." -47- 04937609.3 Town Council Joint and Regular Minutes August 25, 2015 Page 66 of 151 ADOPTED AND EFFECTIVE this L-�)L day of August, FA Secretary, Trophy Development Cori 0 Presider, Trophy Club 4B Economic Development Corporation Signature Page of Resolution Town Council Joint and Regular Minutes August 25, 2015 Page 67 of 151 ATTACHMENT B Partially Executed - Resolution No. 2015-17 Town Council Joint and Regular Minutes August 25, 2015 Page 68 of 151 A CONCURRENT RESOLUTION PROVIDING FOR THE COLLECTION, HANDLING AND TRANSFER OF SALES TAX REVENUES DUE AND OWING TO TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION Adopted Concurrently By the BOARD OF DIRECTORS OF THE TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION BOARD (the "Corporation") and By the TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS (the "Town") WHEREAS, the Trophy Club 4B Economic Development Corporation is a non-profit industrial development corporation, governed by Chapters 501, 502 and 505 of the Texas Local Government Code, as amended (collectively, the "Act"); and WHEREAS, pursuant to the authority granted in the Act, the Town has levied a one-half of one percent sales and use tax for the benefit of the Corporation, to be used exclusively for its lawful purposes; and WHEREAS, under current policies and procedures established by the Comptroller of Public Accounts of the State of Texas (the "Comptroller"), sales tax belonging to the Town and the Sales Tax belonging to the Corporation are collected, commingled and remitted directly to the Town in undivided interests and without allocation or notations of ownership as between the Town and the Corporation; and WHEREAS, the Corporation proposes to issue its sales tax revenue bonds (the "Bonds") for its lawful purposes in accordance with the Act, the same to be authorized and issued under and secured respectively by, the terms and provisions of a Bond Resolution (the "Bond Resolution"); and WHEREAS, in order to provide security for the Bonds, it is appropriate and necessary that the Corporation and the Town adopt formal procedures by which the revenues received from the Sales Tax (as defined in said Bond Resolution) are collected, deposited, held, identified, allocated and transferred, to or for the benefit of the Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION, AND BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, acting concurrently, as follows, to -wit: 94430440. Town Council Joint and Regular Minutes August 25, 2015 Page 69 of 151 Section 1. Short Title, Definitions of Terms. (a) This Resolution may hereafter be cited in the Bond Resolution and in other documents and without further description as the "Sales Tax Collection Resolution." (b) All capitalized terms used herein, including the preambles hereof and not otherwise, defined herein, shall have the meanings assigned to them in the Bond Resolution. Section 2. Sales Tax Revenue Fund. (a) The Corporation, with the concurrence and approval of the Town, as evidenced by its concurrent adoption hereof, creates and orders that there be established for the Corporations benefit a special fund to be named the "Sales Tax Revenue Fund." (b) The Sales Tax Revenue Fund shall be held and maintained by the Town, on behalf of the Corporation, at its official depository bank (the "Depository Bank") in accordance with the terms and provisions of the Bond Resolution. The monies from time to time on deposit in the Sales Tax Revenue Fund, shall be transferred, used and applied as directed by the Bond Resolution. Section 3. Collection and Transfer of Undivided Sales Tax Receipts. (a) The Town hereby requires and orders that all remittances of commingled sales and use tax collections belonging to the Town and the Corporation in undivided interests (the "Undivided Sales Tax Receipts") shall be deposited as received, or transmitted by the Comptroller directly, to the depository account of the Town held and maintained by the Town at the Depository Bank and the Town shall request the Comptroller to transmit such funds by the earliest available and feasible means under the policies of the Comptroller in effect from time to time. (b) Immediately upon receipt of Undivided Sales Tax Receipts from the Comptroller, the Chief Financial Officer or his designee, of the Town shall determine the share of the Undivided Sales Tax Receipts belonging to the Corporation, in accordance with the Act. (c) Within twenty-four hours, or during the next succeeding business day, whichever is later, after receipt, the Town, on behalf of the Corporation, shall transfer the Corporation's share of the Undivided Sales Tax Receipts into the Sales Tax Revenue Fund. The monies from time to time on deposit in the Sales Tax Revenue Fund, shall be transferred, used and applied as directed by the Bond Resolution. (d) The Depository Bank shall not have any responsibility to verify or determine the accuracy of the amounts certified to it from time to time according to this Section. Section 4. Acceptance of Depository Responsibilities. (a) the Town Manager and the Chief Financial Officer of the Town are authorized and directed to develop procedures to which the requirements of this Resolution are met, including the incorporation of this Resolution by the Town into and as a part of the bidding procedures by which the Town designates and selects its Depository Bank or Banks from time to time, (b) Each Depository Bank, by its acceptance of its designation as depository of the Town, agrees to abide by the terms and provisions of this Resolution. -2- #4430440.1 Town Council Joint and Regular Minutes August 25, 2015 Page 70 of 151 (c) All reasonable costs, if any, of the Depository Bank associated with the administration of the terms and provisions of this Resolution shall be paid for by the Corporation as an administrative expense under the Bond Resolution and shall be paid by the Corporation upon receipt of statements therefore from the Depository Bank. Such costs, if any, shall never constitute a cost, liability, or obligation of the Town. Section S. Effect of Resolution. The Town and the Corporation acknowledge that the Bonds entered into the Bond Resolution will be purchased in reliance upon timely and diligent compliance with the terms and requirements of this Resolution. Section b. Effective Date. This Resolution shall take effect upon and as of the last date of adoption by either the Town or the Corporation. -3- N4430440.1 Town Council Joint and Regular Minutes August 25, 2015 Page 71 of 151 ADOPTED this 25th day of August, 2015. TROPHY C 4B ECONOMIC DEVELOPMENT CORPQ I ATTE Bo ecretary ADOPTED this 25th day of August, 2015. ATTEST: Town Secretary [SEAL] TOWN OF TROPHY CLUB, TEXAS IEm Mayor Signature Page to Concurrent Resolution Town Council Joint and Regular Minutes August 25, 2015 Page 72 of 151 ATTACHMENT C Resolution No. 2015-18 Town Council Joint and Regular Minutes August 25, 2015 Page 73 of 151 TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 2015-1 S A RESOLUTION OF THE TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION OF THE TOWN OF TROPHY CLUB, TEXAS, AUTHORIZING THE EXPENDITURE OF CORPORATION FUNDS FOR THE PURCHASE OF REAL ESTATE AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Trophy Club 4B Economic Development Corporation (the "Corporation") was created as a result of the approval of the voters of the Town; and WHEREAS, the enhancement of the local economy is in the best interest of citizens of the Town; and WHEREAS, the categories and scope of the projects authorized and approved by the voters included the full range of economic development projects authorized under the Iaw; and WHEREAS, Town staff has proposed the use of 4B Economic Development Funds for the acquisition of a significant tract of undeveloped property in the Town (the "Property"); and WHEREAS, the Town's acquisition of the Property will serve to assist the Town to meet the goals approved by the voters in authorizing the creation of the Corporation; and WHEREAS, the Town's acquisition of the Property will serve to promote new or expanded business enterprises including sports, athletic, entertainment, tourist, convention, and public park purposes and events, and any other purpose authorized by the Act, including but not limited to land, buildings, equipment, facilities, and improvements required or suited for public safety facilities, streets, roads, drainage and related improvements, general municipal improvements and other projects that promote or develop new or expanded business enterprises, professional and amateur (including children's) sports, athletic, entertainment, tourist, convention and public park purposes, including stadiums, ballparks, auditoriums, amphitheaters, concert halls, municipal buildings, museums, exhibit facilities and related stores, restaurants, concessions, parking and transportation facilities, and water and sewer facilities (the "Project"); and WHEREAS, the Board held a public meeting and public hearing regarding the Project on July 6, 2015; and WHEREAS, all constitutional and statutory prerequisites for the approval of this Resolution have been met, including but not limited to the Open Meetings Act and Chapter 501 and 505 of the Local Government Code. NOW, THEREFORE, BE IT RESOLVED BY THE TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION OF THE TOWN OF TROPHY CLUB, TEXAS: Town Council Joint and Regular Minutes August 25, 2015 Page 74 of 151 Section 1. That all matters stated hereinabove are found to be true and correct and are incorporated herein by reference as if copied in its entirety. Section 2. That the Board hereby authorizes and approves the Project to include the expenditure of up to S3 million in Corporation funds, including from the proceeds of the Corporation's Sales Tax Revenue Bonds, for the purchase of real estate. The Board hereby ratifies the publication of any and all required notices for the proposed issuance of debt as required by law, including but not limited to Section 505.160 of the Local Government Code. Section 3. That this resolution shall take effect from and after the date of its passage. [SIGNATURE PAGE TO FOLLOW] Town Council Joint and Regular Minutes August 25, 2015 Page 75 of 151 PASSED AND APPROVED BY THE TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION BOARD OF DIRECTORS OF THE TOWN OF TROPHY CLUB, TEXAS ON THIS THE 2� DAY OF ' 2015. ATTEST: Board S APPROVED: By: A.!I, Name: Gregory Wilson Title: Board President Signature Page Trophy Club 4B Resolution Town Council Joint and Regular Minutes August 25, 2015 Page 76 of 151 ATTACHMENT D Resolution No. 2015-12 Town Council Joint and Regular Minutes August 25, 2015 Page 77 of 151 RESOLUTION No. 2015-12 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, APPROVING AND AUTHORIZING A PROJECT OF THE TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION TO PURCHASE LAND FOR AUTHORIZED PURPOSES WHEREAS, the Town of Trophy Club, Texas (the "Town"), has approved and authorized the creation of the Trophy Club Economic Development Corporation (the "Corporation") as a Texas nonprofit corporation, pursuant to Chapters 501, 502 and 505 of the Texas Local Government Code, as amended (the "Act"), to act on behalf of the Town in its pursuit of economic development to promote and develop projects so as to eliminate unemployment and underemployment and to promote and encourage employment and the public welfare and to promote new and expanded business enterprises; and WHEREAS, the levy by the Town of an economic development sales and use tax (the "Sales Tax"), for the benefit of the Corporation under the Act was authorized by a majority of the qualified voters of the Town voting at an election called and held for that purpose; and WHEREAS, the Town has established and Ievies, maintains and collects on behalf of the Corporation the Sales Tax pursuant to the Act; and WHEREAS, upon receipt of the proceeds of the Sales Tax the Town delivers the proceeds to the Corporation to use in carrying out its functions; and WHEREAS, the Corporation wishes to expend revenues from the Sales Tax, or the proceeds of Corporation sales tax revenue bonds paid from the Sales Tax, on the purchase of approximately 7.441 total acres of land consisting of two parcels located generally at the northeast comer of Trophy Wood Drive and Plaza Drive and at Lot 2, Block 1 Solana Land Addition located generally north of State Highway 114 and west of Trophy Wood Drive within the Town, for the purpose of promoting new or expanded business development in accordance with the purposes authorized by Chapter 505 of the Act, including Section 505.158 (the "Project"); and WHEREAS, the Corporation anticipates the issuance of sales tax revenue bonds to fund the acquisition of the Project; and WHEREAS the Town desires to authorize and approve the Project and expenditure of Sales Tax revenues; and WHEREAS, the Corporation has published notice of the Project and will hold a public hearing on the Project, all as specified in the Act; WHEREAS, it is officially found, determined, and declared that the meeting at which this Resolution 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 44915837.1 Town Council Joint and Regular Minutes August 25, 2015 Page 78 of 151 this Resolution, was given, all as required by the applicable provisions of Chapter 551, Texas Government Code, as amended; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. The findings and determinations set forth in the preambles hereto are hereby incorporated by reference for all purposes. Section 2. The Town, acting by and through this Town Council, hereby approves and authorizes the Project and the expenditure of Sales Tax revenues for the Project. Section 3. This Resolution'shall take effect upon adoption after its second reading. -2- #4415837.1 Town Council Joint and Regular Minutes August 25, 2016 Page 79 of 151 FIRST READING PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas this 1 I th day of August 2015. SECOND READING PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas this 25th day of August 2015. • O� I �OA�. ATTEST: P C Holly Fite es, Town Town of Trophy Club, Texas -' ._-" C C. Nick Sanders, Mayor Town of Trophy Club, Texas APPROVED AS TO FORM: Patricia A. Adams, Town Attorney Town of Trophy Club, Texas Signature Page for Resolution of the Town Council Approving 4B Project Town Council Joint and Regular Minutes August 25, 2015 Page 80 of 151 ATTACHMENT E Partially Executed — Resolution No. 2015-17 Town Council Joint and Regular Minutes August 25, 2015 Page 81 of 151 A CONCURRENT RESOLUTION PROVIDING FOR THE COLLECTION, HANDLING AND TRANSFER OF SALES TAX REVENUES DUE AND OWING TO TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION Adopted Concurrently By the BOARD OF DIRECTORS OF THE TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION BOARD (the "Corporation") and By the TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS (the "Town") WHEREAS, the Trophy Club 4B Economic Development Corporation is a non-profit industrial development corporation, governed by Chapters 501, 502 and 505 of the Texas Local Government Code, as amended (collectively, the "Act'); and WHEREAS, pursuant to the authority granted in the Act, the Town has levied a one-half of one percent sales and use tax for the benefit of the Corporation, to be used exclusively for its lawful purposes; and WHEREAS, under current policies and procedures established by the Comptroller of Public Accounts of the State of Texas (the "Comptroller"), sales tax belonging to the Town and the Sales Tax belonging to the Corporation are collected, commingled and remitted directly to the Town in undivided interests and without allocation or notations of ownership as between the Town and the Corporation; and WHEREAS, the Corporation proposes to issue its sales tax revenue bonds (the "Bonds") for its lawful purposes in accordance with the Act, the same to be authorized and issued under and secured respectively by, the terms and provisions of a Bond Resolution (the "Bond Resolution"); and WHEREAS, in order to provide security for the Bonds, it is appropriate and necessary that the Corporation and the Town adopt formal procedures by which the revenues received from the Sales Tax (as defined in said Bond Resolution) are collected, deposited, held, identified, allocated and transferred, to or for the benefit of the Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION, AND BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, acting concurrently, as follows, to -wit: #4430440.1 Town Council Joint and Regular Minutes August 25, 2015 Page 82 of 151 Section 1. Short Title, Definitions of Terms. (a) This Resolution may hereafter be cited in the Bond Resolution and in other documents and without further description as the "Sales Tax Collection Resolution." (b) All capitalized terms used herein, including the preambles hereof and not otherwise, defined herein, shall have the meanings assigned to them in the Bond Resolution. Section 2. Sales Tax Revenue Fund. (a) The Corporation, with the concurrence and approval of the Town, as evidenced by its concurrent adoption hereof, creates and orders that there be established for the Corporations benefit a special fund to be named the "Sales Tax Revenue Fund." (b) The Sales Tax Revenue Fund shall be held and maintained by the Town, on behalf of the Corporation, at its official depository bank (the "Depository Bank") in accordance with the terms and provisions of the Bond Resolution. The monies from time to time on deposit in the Sales Tax Revenue Fund, shall be transferred, used and applied as directed by the Bond Resolution. Section 3. Collection and Transfer of Undivided Sales Tax Receipts. (a) The Town hereby requires and orders that all remittances of commingled sales and use tax collections belonging to the Town and the Corporation in undivided interests (the "Undivided Sales Tax Receipts") shall be deposited as received, or transmitted by the Comptroller directly, to the depository account of the Town held and maintained by the Town at the Depository Bank and the Town shall request the Comptroller to transmit such funds by the earliest available and feasible means under the policies of the Comptroller in effect from time to time. (b) Immediately upon receipt of Undivided Sales Tax Receipts from the Comptroller, the Chief Financial Officer or his designee, of the Town shall determine the share of the Undivided Sales Tax Receipts belonging to the Corporation, in accordance with the Act. (c) Within twenty-four hours, or during the next succeeding business day, whichever is later, after receipt, the Town, on behalf of the Corporation, shall transfer the Corporation's share of the Undivided Sales Tax Receipts into the Sales Tax Revenue Fund. The monies from time to time on deposit in the Sales Tax Revenue Fund, shall be transferred, used and applied as directed by the Bond Resolution. (d) The Depository Bank shall not have any responsibility to verify or determine the accuracy of the amounts certified to it from time to time according to this Section. Section 4. Acceptance of Depositor. Responsibilities. (a) the Town Manager and the Chief Financial Officer of the Town are authorized and directed to develop procedures to which the requirements of this Resolution are met, including the incorporation of this Resolution by the Town into and as a part of the bidding procedures by which the Town designates and selects its Depository Bank or Banks from time to. time. (b) Each Depository Bank, by its acceptance of its designation as depository of the Town, agrees to abide by the terms and provisions of this Resolution. -2- #4430440.1 Town Council Joint and Regular Minutes August 25, 2015 Page 83 of 151 (c) All reasonable costs, if any, of the Depository Bank associated with the administration of the terms and provisions of this Resolution shall be paid for by the Corporation as an administrative expense under the Bond Resolution and shall be paid by the Corporation upon receipt of statements therefore from the Depository Bank. Such costs, if any, shall never constitute a cost, liability, or obligation of the Town. Section 5. Effect of Resolution. The Town and the Corporation acknowledge that the Bonds entered into the Bond Resolution will be purchased in reliance upon timely and diligent compliance with the terms and requirements of this Resolution. Section 6. Effective Date. This Resolution shall take effect upon and as of the last date of adoption by either the Town or the Corporation. -3- #4430440.1 Town Council Joint and Regular Minutes August 25, 2015 Page 84 of 151 ADOPTED this 25th day of August, 2015. TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION Board President ATTEST: Board Secretary ADOPTED this 25th day of August, 2015. TOWN OF TROPHY CLUB, TEXAS By: Mayor ATTEST: L � _�i i•;�, fi�y� own Secre r4., / [SEAL] Signature Wage to Concurrent Resolution Town Council Joint and Regular Minutes August 25, 2015 Page 85 of 151 ATTACHMENT F Partially Executed — Resolution No. 2015-14 Town Council Joint and Regular Minutes August 25, 2015 Page 86 of 151 RESOLUTION No. 2015-19 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, APPROVING A RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS OF THE TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION AUTHORIZING THE ISSUANCE OF TROPHY CLUB 4B ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS, TAXABLE SERIES 2015; APPROVING THE ISSUANCE OF THE BONDS AND THE PLAN OF FINANCING AUTHORIZED THEREBY AND THE FINANCING DOCUMENTS. WHEREAS, the Town of Trophy Club, Texas (the "Town"), has approved and authorized the creation of the Trophy CIub 4B Economic Development Corporation (the "Corporation") as a Texas nonprofit corporation, pursuant to Chapters 501, 502 and 505, Texas Government Code, as amended (the "Act"), to act on behalf of the Town in its pursuit of economic development to promote and develop projects so as to eliminate unemployment and underemployment and to promote and encourage employment and the public welfare; and WHEREAS, pursuant to the authority granted in the Act, the Town has levied a local sales and use tax (the "Sales Tax") for the benefit of the Corporation, to be used exclusively for the purposes set forth in the Act; and WHEREAS, the Corporation is authorized by the Act to issue its revenue bonds, to be secured by and payable from the Sales Tax; and WHEREAS, the Town and the Corporation have adopted a Concurrent Resolution establishing the Sales Tax Revenue Fund into which the receipts of the Sales Tax are deposited as collected and providing that moneys on deposit in such Fund shall be applied in accordance with a bond resolution authorizing the issuance of the Corporation's bonds; and WHEREAS, the Corporation has determined to issue its Trophy Club 4B Economic Development Corporation Sales Tax Revenue Bonds, Taxable Series 2015 (the "Bonds") for the purpose of acquiring land within the Town to be used to promote new or expanded business enterprises including sports, athletic, entertainment, tourist, convention, and public park purposes and events, and any other purpose authorized by the Act, including but not limited to land, buildings, equipment, facilities, and improvements required or suited for public safety facilities, streets, roads, drainage and related improvements, general municipal improvements and other projects that promote or develop new or expanded business enterprises, professional and amateur (including children's) sports, athletic, entertainment, tourist, convention and public park purposes, including stadiums, ballparks, auditoriums, amphitheaters, concert halls, municipal buildings, museums, exhibit facilities and related stores, restaurants, concessions, parking and transportation facilities, and water and sewer facilities (the "Project"); and WHEREAS, the Board of Directors of the Corporation has approved a Resolution, authorizing the issuance of the Bonds, dated August 25, 2015, (the "Resolution"); and WHEREAS the Act requires that the governing body of the Town approve, by written resolution, any agreement to issue bonds approved by the Corporation; and Town Council Joint and Regular Minutes August 25, 2015 Page 87 of 151 WHEREAS, this Town Council has reviewed the Resolution and, by adoption of this resolution, intends to approve the Resolution and the terms thereof, the issuance of the Bonds, the plan of financing established and approved by the Resolution and the financing documents related thereto; and to make the findings required by the Act to approve the Project; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Resolution 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 Resolution, was given, all as required by the applicable provisions of Chapter 551, Texas Government Code, as amended; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. Capitalized terms used herein and not otherwise defined shall have the meaning assigned thereto in the Resolution. Section 2. The Town, acting by and through this Town Council, hereby approves: (a) the Resolution and the plan of financing established and approved by the Resolution; and (b) the issuance of the Bonds in the amount and for the purposes referred to in the preambles hereof and as described in the Resolution and the Bonds; and (c) the Paying Agent/Registrar Agreement a copy of which is on file among the records of this meeting; and Section 3. The Town agrees to provide any continuing disclosure information required of the Town by the Resolution. Section 4. This Resolution shall take effect immediately from and after its adoption and the Mayor or Mayor Pro Tem is hereby authorized to sign this Resolution. Town Council Joint and Regular Minutes August 25, 2015 Page 88 of 151 PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas this 25th day of August, 2415. e� A4A- Mayor, , Town: of Trophy Club, Texas ATTEST; AGPryIL; � Town Sec Lary, Town of Trophy Club, Texas im B`l 11 APPROVED AS TO FORM: T A OA"LL� Town Attorney, Town of Trophy Club, Texas Bond Counsel, Town of Trophy Club, Texas Signature Page for Resolution of the Town Council Town Council Joint and Regular Minutes August 25, 2015 Page 89 of 151 ATTACHMENT G Signed Denton County Elections Joint Contract Signature Page Town Council Joint and Regular Minutes August 25, 2015 Page 90 of 151 XVII. JOINT CONTRACT ACCEPTANCE AND APPROVAL IN TESTIMONY HEREOF, this agreement has been executed on behalf of the parties hereto as follows, to -wit: (1) It has on the do day of 2015 been executed by the Denton County Elections Administrator pursuant to the Texe Election Code so authorizing; (2) It has on the ILiNay of AUCIU4, 2075 been executed on behalf of the Town of Trophy dub pursuant to an action of the wn of Trophy Club Town Council so authorizing; ACCEPTED AND AGREED TO BY DENTON COUNTY ELECTIONS ADMINISTRATOR: APPROVED; LANNIE NOBLE, CERA ACCEPTED AND AGREED TO BY THE TOWN OF TROPHY CLUB TOWN COUNCIL: APPROVED: ATTESTED: C. NICK SANDERS, MAYOR HOLLY FIMBRE, T WN SECRETARY Town Council Joint and Regular Minutes August 25, 2015 Page 91 of 151 ATTACHMENT H Interlocal Agreement for Installation of Illuminated Signs Town Council Joint and Regular Minutes August 25, 2015 Page 92 of 151 INTERLOCAL AGREEMENT FOR INSTALLATION OF ILLUMINATED SIGNS This Interlocal Agreement ("Agreement") is made and entered into by and between the TOWN OF WESTLAKE, a Type A General Law Municipality located in Denton and Tarrant Counties of the State of Texas ("WESTLAKE") and, the TOWN OF TROPHY CLUB, a home rule municipality located in Denton and Tarrant Counties of the State of Texas ("TROPHY CLUB"), for the purpose of participating in a joint project to install illuminated street name signs within the the Town of Westlake (hereinafter "Project"). WHEREAS, WESTLAKE obtained proposals for the Project and contracted for the installation of illuminated street name signs within WESTLAKE; and WHEREAS, TROPHY CLUB has determined it appropriate to install illuminated street name signs within WESTLAKE; and WHEREAS, the installation of illuminated name street signs is a governmental function that each party to this Agreement is authorized to perform; and WHEREAS, the performance of that governmental function and the costs for the Project shall be paid from current revenues legally available to each party for their respective portion of the Project; and WHEREAS, the governing bodies for WESTLAKE and TROPHY CLUB find that this Agreement serves the common interest of both parties, provides for a fair division of costs between the parties as each will pay the costs of signs installed within its respective jurisdiction, and will benefit the public; and NOW, THEREFORE, WESTLAKE and TROPHY CLUB, for the mutual promises, covenants, Agreements and consideration stated herein, agree as follows: SECTION 1 PROJECT DESCRIPTION WESTLAKE shall contract with a third party for the installation of illuminated street name signage within WESTLAKE, and WESTLAKE shall include in the scope of work for that contract two (2) illuminated street name signs to be installed at the intersection of Trophy Club Drive and State Highway 114 Service Road (eastbound and westbound directions) within WESTLAKE. A diagram depicting the approximate location of the signs is attached hereto and incorporated herein as Exhibit "A". The illuminated street name signs shall meet the specifications set forth in Exhibit "B", a copy of which is attached hereto and incorporated herein. WESTLAKE shall serve as the Manager for the Project. SECTION 2 CONSIDERATION In consideration for WESTLAKE's service as Manager of the Project, TROPHY CLUB shall pay WESTLAKE an amount not to exceed ELEVEN THOUSAND FOUR HUDNRED NINETY FIVE AND NO/100 DOLLARS ($11,495.00) within thirty (30) days after completion of the Project and TROPHY CLUB's acceptance of the illuminated street name signs installed within WESTLAKE. Page 1 of 6 Town Council Joint and Regular Minutes August 25, 2015 Page 93 of 151 SECTION 3 MISCELLANEOUS PROVISIONS 3.01 Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Denton County, Texas. Venue for any action arising under this Agreement shall lie in the state district courts of Denton County, Texas. 3.02 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document. 3.03 Entire Agreement. This Agreement represents the entire agreement between WESTLAKE and TROPHY CLUB and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Agreement may be amended only by written instrument approved by the governing bodies of both WESTLAKE and TROPHY CLUB and executed by those authorized to sign on behalf of the respective governing bodies. 3,04 Immunity and Defenses. It is expressly understood and agreed that, in the execution of this Agreement, no party waives, nor shall be deemed hereby to have waived any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in parties not signatories hereto. 3.05 Severability Clause. The provisions of this Agreement are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of this Agreement is for any reason held by a court of competent jurisdiction to be contrary to law or contrary to any rule or regulation have the force and effect of the law, the remaining portions of the Agreement shall be enforced as if the invalid provision had never been included. 3.06 Assignment; This Agreement shall be binding upon the parties hereto, their successors, and assigns. Neither of the Parties shall assign or transfer an interest in this Agreement without the express written consent of the other party. 3.07 Termination. This Agreement may be terminated in whole or in part with or without cause by WESTLAKE or TROPHY CLUB upon fifteen (15) days written notice to the other party by certified mail, return receipt requested, with notice of termination being provided to the non - terminating party and directed to the attention of the non -terminating party's Town Manager. 3.08 No Joint Venture or Aaency. The relationship between the parties to this Agreement shall not be construed or deemed to create a partnership or joint venture between the parties. This Agreement does not appoint any party as agent for the other party. 3.09 Effective Date. The effective date of this Agreement shall be the last day this Agreement is approved by a party hereto as indicated on the signature blocks below (the "Effective Date"). Page 2 of 6 Town Council Joint and Regular Minutes August 25, 2015 Page 94 of 151 EXECUTED in duplicate originals on the dates set forth below. TOWN OF TROPHY CLUB ATTEST: Holly Fimbjs, Town Town of Trophy Club, [SEAL] TOWN OF WESTLAKE NIA C. Nick Sanders, Mayor Town of Trophy Club, Texas AS TO FORM: Patricia A. Adams, Town-Att Town of Trophy Club, Texas ATTEST: lKellEdwar , Town Secretary ofnas E. ry wn anagen of Westlake, Texas Town of Westlake, exas [SEAL] Page 3 of 6 Town Council Joint and Regular Minutes Augusl 25, 2015 Page 95 of 151 STATE OF TEXAS i COUNTY OF' ' This instrument was acknowledged before me on the bye b�f, Town of Westlake, Texas, a Type State of Texas, on- ehalfofsaid political subdivision. Ql�l day of ,j 2015, A General law unicipality of the Notar} Publi, tate of Texas STATE OF TEXAS § KELLY.EUWAM *+��* Notar: F'ubHc § ' 3TaTE OF TEXAS COUNTY �F �"'-Z iyQw•nLxp.FIMRUARYJ42a16 his ins rumen was acknowledged before me on the day of , 2015, by of the Town of Trophy Club, Texas, ahome- a municipal corporation, on behalf of said political subdivision. 0 Cl� i � j LA� a:th � U , Notary"Public, Stat f Texas Page 4 of 6 Town Council Joint and Regular Minutes August 25, 2015 Page 96 of 151 5 Ln 0 t0 N O u7 Lr) N WN co 7 M W � Q s r.. co m 0 M d 6.¢ t3 O. C]• W W' rb m Cf [� .1 S F. m 5� V x d z ° .6 �� r LU 0 dIOL x Q IES � ESI .d :IL a r 21 m s r.. co m 0 M d 6.¢ ATTACHMENT I Partially Executed — Interlocal Agreement for Household Hazardous Waste Program Town Council Joint and Regular Minutes August 25, 2015 Page 99 of 151 STATE OF TEXAS KNOWN ALL BY THESE PRESENTS: CSL*IfJ�`�� • :::. SECOND AMENDMENT TO CITY SECRETARY CONTRACT NO. 45193 THIS SECOND AMENDMENT to City Secretary Contract No. 45193 is entered into by and between the City of Fort Worth, a home -rule municipal corporation situated in Tarrant County, Texas ("Fort Worth"), acting through Fernando Costa, its duly authorized Assistant City Manager, and The Town of Trophy Club, located in Denton and Tarrant County, Texas ("Participant"), acting through C. Nick Sanders, its duly authorized Mayor. WHEREAS, Fort Worth and the Participant have entered into that certain agreement identified as City Secretary Contract No. 45193 (also the "Agreement") for fiscal year 2014 (October 1, 2013 through September 30, 2014) whereby Fort Worth will purchase the services of a waste disposal/recycling firm or firms and will administer a household hazardous waste collection program as authorized by Mayor and Council Communication C-26421; and WHEREAS, that Agreement was for an initial term of one year and that Agreement provides for the extension of the term for up to three additional periods of one year each; and WHEREAS, City Secretary Contract No. 45193 A-1 extended the contract term from October 1, 2014 through September 30, 2015; and WHEREAS, the parties wish to extend the term of the initial Agreement for an additional year commencing on October 1, 2015 through September 30, 2016; and WHEREAS, the parties agree that all other conditions, terms, and pricing shall remain the same as stated in City Secretary Contract No. 45193; NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties hereto agree as follows: 1. Extended term of agreement: City Secretary Contract number 45193 is extended to include the term beginning on October 1, 2015 and ending on September 30, 2016. Second Amendment to Contract #45193 Page i ot2 Town dW&d0{dihhM4qa;+§LW4Mhuf@9ram - The Town ct(ijfggt�M 5 Page 100 of 151 2. Anticipated Holiday_ Closures: During the extended term of the agreement, the Environmental Collection Center (ECC) will be closed on the following holidays that are observed on days the ECC would otherwise be open to the public: Thanksgiving holiday, Thursday and Friday, November 26-27, 2415 Christmas holiday, Friday, December 25, 2415 New Year's Day holiday, Friday, January 1, 2416 3. Miscellaneous: All definitions, terms, conditions, and prices, as well as the rights and obligations of the parties as set forth in City Secretary Contract number 45193 shall remain unchanged except as expressly set forth herein. IN WITNESS THEREOF, the parties have executed this contract in triplicate in Fort Worth, Texas, on the dates written below. CITY OF FORT WORTH BY: Fernando Costa Assistant City Manager Date: APPROVED AS TO FORM AND LEGALITY: Arthur N. Bashor Assistant City Attorney ATTEST: Mary J. Kayser City Secretary THE TOWN OF TROPHY CLUB i BY: C. Nick Sanders Mayor WITNESS: First amendment to Contract #45193 ( h Page 2 of 2 Town uncildlolrai a�'eg`�a�lUlinuesm -The Town of �r�opus 22015 Page 101 of 151 ATTACHM ENT J Ordinance No. 2015-24 Town Council Joint and Regular Minutes August 25, 2015 Page 102 of 151 TOWN OF TROPHY CLUB, TEXAS ORDINANCE NO. 2015-24 AN ORDINANCE OF THE TOWN OF TROPHY CLUB, TEXAS AMENDING CHAPTER 1 OF THE CODE OF ORDINANCES, ENTITLED "ADMINISTRATION", ARTICLE Vlll, ENTITLED "SCHEDULE OF FEES", BY REPEALING SECTION 8.16, "PUBLIC WORKS FOR PUBLIC IMPROVEMENT DISTRICT NO. 1" AND ADOPTING A NEW SECTION 8.16, "PUBLIC WORKS FOR PUBLIC IMPROVEMENT DISTRICT NO. 1"; PROVIDING FOR INCORPORATION OF PREMISES; PROVIDING FOR AN AMENDMENT; PROVIDING A SAVINGS AND REPEALER CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; PROVIDING A PENALTY NOT TO EXCEED THE SUM OF FIVE HUNDRED DOLLARS ($500.00) FOR EACH OFFENSE AND A SEPARATE OFFENSE SHALL BE DEEMED COMMITTED EACH DAY DURING OR ON WHICH A VIOLATION OCCURS OR CONTINUES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Fees imposed by the Town are adopted via Ordinance and are codified in the Administration Chapter of the Code of Ordinances of the Town: and WHEREAS, Chapter 1, Article VIII, Section 8.16 of Code of Ordinances contains fees for public works for the Trophy Club Public Improvement District No. 1 (hereinafter "PIDI, including fees for meters utilized within the PID; and WHEREAS, the Town of Trophy Club (the "Town") is the owner and/or operator of a water and sewer system designed to serve present and future inhabitants of the Trophy Club Public Improvement District No. 1 (the "Town System"); and WHEREAS, under the Amended and Restated Contract for Wholesale Water Supply and Wastewater Treatment Services and Water And Wastewater Operational Services between the Town and Trophy Club Municipal Utility District No. 1 dated April 15, 2014 (the "Contract"), the Trophy Club Municipal Utility District No. 1 (the "MUD") has agreed to provide the Town with wholesale water and wastewater services and with operations services related to the Town System within the boundaries of the PID Property, as that term is defined in the Contract; WHEREAS, Section 7.1(a) of the Contract requires the Town to adopt a Town Rate Order identical to an amended or revised Rate Order adopted by the MUD within sixty (60) days of Town's receipt of an amended or revised MUD Rate Order; and Town Council Joint and Regular Minutes August 25, 2015 Page 103 of 151 WHEREAS, Sections 3.9 and 4.10 of the Contract require the Town to adopt retail water and wastewater service rules, regulations and policies at least as stringent as the provisions of amended or revised MUD service rules, regulations or policies (the "MUD Service Rules and Policies") within sixty (60) days of Town's receipt of the amended or revised MUD Service Rules and Policies; and WHEREAS, the Town received a revised MUD Rate Order, with revised MUD Service Rules and Policies, on August 21, 2015 with an effective date of September 1, 2015; and WHEREAS, the Town Council hereby finds that the amendment of Section 8.16 of Article VIII, Chapter 1, of the Code of Ordinances as further specified herein meets it contractual obligations pursuant to the Contract and serves the best interests of the Town. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: SECTION 1. INCORPORATION OF PREMISES That the above and foregoing premises are true and correct and are incorporated herein and made a part hereof for all purposes. SECTION 2. AMENDMENT 2.01 Article Vlll entitled "Schedule of Fees" of Chapter 1, entitled "Administration" of the Code of Ordinances of the Town is hereby repealed and a new Section 8.16, entitled "Public Works for Public improvement District No. 1" is hereby adopted and shall be and read in its entirety as follows: "Section 8.16 — Public Works for Town of Trophy Club Public Improvement District No. 1 Connection Fee: 1" $2,300.00 Impact Fee:_ 1" meter $1,173.00 Impact Fees for Meter Sizes less than or greater than 1" shall be based upon the fee charged by the Trophy Club Municipal Utility District No. 1 ("MUD1") in accordance with its duly adopted Rate Order. TQ13Q,?a1�d34t and Regular Minutes August 25, 2015 PPQM 64 A 151 Meter Fee: Domestic 1" meter Meter Fees for Meter Sizes less than or greater than 1" shall be based upon the fee charged by the Trophy Club Municipal Utility District No. 1 ("MUD1") in accordance with its duly adopted Rate Order. Monthly Residential (Single -Family Homes & Commercial Water Fees: Base Rates METER SIZE MONTHLY BASE RATE 518" & 314" $12.99 1" $20.39 1.511 $32.23 2" $46.43 3"' $79.58 4" $126.93 6" $245.29 Volumetric Rates Gallons Used Rate per 1000 gallons 0 to 6,000 $3.03 6,001 to 17,000 $3.53 17,001 to 25,000 $4.09 25,001 to 50,000 $4.75 50,001 + $5.52 $ 343.00 Multi -Unit Buildings: Each multi -unit building (apartments, business complex, etc.) served by a single meter shall be billed the base rate for the meter size servicing the building T99PAPA-94 and Regular Minutes August 25, 2015 PP* 4AP 151 multiplied by the number of units in the building or complex. Monthly Residential (Single -Family Homes) Wastewater Fees: Base Rate $ 15.35 0-18,000 gallons per month $ 2.6311,000 gallon Residential sewer usage shall be capped at 18,000 gallons per month. Monthly Commercial Wastewater Fees: Base Rate $ 15.35 Volumetric Rate $ 2.6311,000 gallon Commercial sewer usage shall be billed based upon actual water usage per month. Multi -Unit Buildings: Each multi -unit building (apartments, townhomes, business complex, etc.) shall be billed the base rate for each meter servicing the building and sewer usage will be billed based on actual water usage per month. Surcharge: $ 8.90 per month Returned Checks: $ 25.00 Security Deposits: Builders $ 75.00 Residential Owners $ 75.00 Residential Lessees $ 150.00 Service Line Inspection and Lead Test: $ 150.00 Water and wastewater rates and fees are the same for all properties within the corporate boundaries of the Town whether service is received directly from MUD1 or service is received from Town as a wholesale customer of MUD1. Town fees as set forth above are applicable to the boundaries of the Trophy Club Public Improvement District No. 1 and are based upon a Rate Order adopted by Trophy Club Municipal Utility District No 1 ("MUD1"). Customers of the Town receiving service to property located within the boundaries of the PID shall be subject to the duly adopted MUD1 Service Rules and Policies, including all fees imposed thereby, as amended from time to time. l ?Alr 3 At and Regular Minutes August 25. 2015 P41;ge419 t 151 Rates and fees for water and wastewater service applicable to the boundaries of MUD1 are imposed pursuant to a rate order duly adopted by MUD1. SECTION 3. SAVINGS AND REPEALER That this Ordinance shall be cumulative of all other Ordinances of the Town affecting fees and shall not repeal any of the provisions of such Ordinances except in those instances where provisions of those Ordinances are in direct conflict with the provisions of this Ordinance; whether such Ordinances are codified or uncodified, and all other provisions of the Ordinances of the Town of Trophy Club, codified or uncodified, not in conflict with the provisions of this Ordinance, shall remain in full force and effect. Notwithstanding the foregoing, any complaint, action, cause of action or claim which prior to the effective date of this Ordinance has been initiated or has arisen under or pursuant to such repealed Ordinance(s) shall continue to be governed by the provisions of that Ordinance and for that purpose the Ordinance shall be deemed to remain and continue in full force and effect. SECTION 4. SEVERABILITY If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any person or circumstance, is held invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of the Ordinance, and the Town Council hereby declares it would have passed such remaining portions of the Ordinance despite such invalidity, which remaining portions shall remain in full force and effect. SECTION S. ENGROSSMENT AND ENROLLMENT The Town Secretary of the Town of Trophy Club is hereby directed to engross and enroll this Ordinance in accordance with the Town Charter. SECTION 6. PENALTY It shall be unlawful for any person to violate any provision of this Ordinance, and any person violating or failing to comply with any provision of this Ordinance shall be fined, upon conviction, not less than One Dollar ($1.00) nor more than Five Hundred Dollars ($500.00), and a separate offense shall be deemed committed upon each day during or on which a violation occurs or continues. Itiwrtt:Mtt§:gAt and Regular Minutes August 25, 2015 P%Se 161 bf 151 SECTION 7. EFFECTIVE DATE This Ordinance shall take effect from and after its date of passage in accordance with law, and it is so ordained. PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas, this the 25th day of August, 2015. ATTEST: Holly Fin-�b�r es, Town Secretary Town of Trophy Club, Texas APPROVED AS TO FORM: i� ��. — � C. Nick Sanders, Mayor Town of Trophy Club, Texas 4it� 22!� J Patricia A. Adams, Town Attorney Town of Trophy Club, Texas TO ROAM and Regular Minutes August 25, 2015 PORD, Y080151 ATTACHMENT K Resolution No. 2015-14 Town Council Joint and Regular Minutes August 25, 2015 Page 109 of 151 TOWN OF TROPHY CLUB, TEXAS RESOLUTION. NO. 2015-14 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, APPOINTING ONE MEMBER TO THE BOARD OF MANAGERS OF THE DENCO AREA 9-1-1 DISTRICT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Section 772, Health and Safety Code, provides that two voting members of the Board of Managers of an Emergency Communications District shall be appointed jointly by all cities and towns lying wholly or partly within such District.. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. That the Town of Trophy Club, Texas, hereby votes for Sue Tejml as a member of the Board of Managers for the Denco Area 9-1-1 Emergency Communication District. Section 2. That this resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas, this 25th day of August, 2015. C. Nick Sanders, Mayor Town of Trophy Club, Texas ATTEST: -UcY1�'I D,lL Holly Fimb�s, Town Secretary Town of Trophy Club, Texas APPROVED AS TO FORM: Patricia A. Adams, own Attorney Town of Trophy Club, Texas Town Council Joint and Regular Minutes August 25, 2015 Page 110 of 151 ATTACHMENT L Resolution No. 2015-13 Town Council Joint and Regular Minutes August 25, 2015 Page 111 of 151 TOWN OF TROPHY CLUB, TEXAS RESOLUTION NO. 2015-13 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS REPEALING RESOLUTION NO. 2014-37 APPOINTING PERSONS TO SERVE ON THE CRIME CONTROL AND PREVENTION DISTRICT (CCPD) BOARD, REPEALING RESOLUTION NO. 2014-40 FILLING TWO (2) VACANCIES ON THE CCPD BOARD, AND ADOPTING A NEW RESOLUTION MAKING ANNUAL APPOINTMENTS AND FILLING TWO (2) VACANCIES AND REAFFIRMING EXISTING APPOINTMENTS TO THE BOARD; PROVIDING FOR THE APPOINTMENT OF CITIZEN VOLUNTEERS TO SERVE ON THE CRIME CONTROL AND PREVENTION DISTRICT BOARD AND DESIGNATING TERMS OF SERVICE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Town of Trophy Club, Texas, benefits by having its citizens involved in local government through service on Boards, Commissions and Corporations; and WHEREAS, the Trophy Club Town Council is charged with the responsibility of making appointments to the Boards, Commissions and Corporations serving the Town whose terms are expiring; and WHEREAS, on September 23, 2014, the Town Council of the Town of Trophy Club adopted Resolution No. 2014-37, appointing citizens to serve on various Town Boards, Commissions, and Corporations for the 2014-2015 fiscal year and reaffirming the appointments of other previously appointed citizens; and WHEREAS, on October 28, 2014, the Town Council of the Town of Trophy Club adopted Resolution No. 2014-40, appointing citizens to fill two (2) vacancies and reaffirming existing appointments to CCPD. WHEREAS, the Town Council generally takes action in September of each year to appoint residents to serve on various Town Board, Commission and Corporation seats; and WHEREAS, by passage of this Resolution, the Town Council hereby repeals Resolution No. 2014-37 appointing persons to serve on the CCPD Board, repeals Resolution No. 2014-40 filling two vacancies on the CCPD Board, and adopts this Resolution making new citizen volunteer appointments for annual appointments and for filling two (2) vacancies, and reaffirming current appointments to serve on the Board. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. That the foregoing recitals are incorporated herein as if written word for word. Town Council Joint and Regular Minutes August 25, 2015 Page 112 of 151 Section 2. That the Town Council hereby repeals Resolution No. 2014-37 appointing persons to serve on the CCPD Board, repeals Resolution No. 2014-40 filling two (2) vacancies on the CCPD Board, and adopts this Resolution to appoint and fill two (2) vacancies to reaffirm as applicable, the following individuals to serve on the Crime Control and Prevention District Board with respective terms of service ending on September 1 of the year specified below for each individual: Crime Control and Prevention District 1. Thomas McLain (2016) 5. Thomas Class, Sr. (2017) 2. Paul Glowacki (2016) 6. Cyler Campbell (2017) 3. Louis Opipare (2016) 7. James Jay Isherwood (2017) 4. Richard Savage (2017) Section 3. This Resolution shall take effect from and after its date of passage in accordance with law. PASSED and APPROVED by the Town Council of the Town of Trophy Club, Texas on this 25th day of August, 2015. ATTEST: Dolly Fimjbres, Town I; Town of Trophy Club, RES 2015-13 ri c. C. Nick Sanders, ayor Town of Trophy Club, Texas APPROVED AS TO FORM: iLLL I Patricia A. A ams, Town Attorney Town of Trophy Club, Texas Page 2 of 2 Town Council Joint and Regular Minutes August 25, 2015 Page 113 of 151 ATTACHMENT M Proclamation No. 2015-13 Town Council Joint and Regular Minutes August 25, 2015 Page 114 of 151 TOWN OF TROPHY CLUB, TEXAS PROCLAMATION NO. 2015-13 A PROCLAMATION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, ESTABLISHING THE MONTH OF SEPTEMBER 2015 AS BLOOD CANCER AWARENESS MONTH AND LEUKEMIA, LYMPHOMA & MYELOMA AWARENESS MONTH IN TROPHY CLUB. WHEREAS, blood cancers currently afflict more than one million people in the United States, with an estimated 175,200 new cases diagnosed each year; and WHEREAS, leukemia, lymphoma and myeloma will kill an estimated 52,560 people in the United States this year, and WHEREAS, The Leukemia & Lymphoma Society (LLS), through voluntary contributions, is dedicated to finding cures for these diseases through research efforts and the support for those that suffer from them; and WHEREAS, LLS maintains offices in Dallas and Fort Worth to support patients with these diseases and their family members in the State of Texas. NOW, THEREFORE, I, MAYOR C. NICK SANDERS, IN CONJUNCTION WITH THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, DO HEREBY PROCLAIM: SEPTEMBER 2015 AS BLOOD CANCER AWARENESS MONTH AND LEUKEMIA, LYMPHOMA & MYELOMA AWARENESS MONTH In the Town of Trophy Club, I call upon the citizens to join with LLS in designating the month of September 2015 as Blood Cancer Awareness Month to enhance the understanding of blood related cancers and to encourage participation in voluntary activities to support education programs and the funding of research programs to find a cure for them. PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas, this 25th day of August, 2015. C, L C. Nick Sanders, Mayor Holly Fimbr s, Town Secretary Town of Trophy Club, Texas Town of Trophy Club, Texas Town Council Joint and Regular Minutes August 25, 2015 Page 115 of 151 ATTACHMENTIN Ordinance No. 2015-20 P&Z Town Council Joint and Regular Minutes August 25, 2015 Page 116 of 151 TOWN OF TROPHY CLUB, TEXAS ORDINANCE NO. 2016-20 P&Z AN ORDINANCE OF THE TOWN OF TROPHY CLUB, TEXAS, AMENDING ORDINANCE NO. 2000-06 P&Z OF THE TOWN, THE SAME BEING THE COMPREHENSIVE ZONING ORDINANCE, AND AMENDING THE OFFICIAL ZONING MAP OF THE TOWN BY CHANGING THE ZONING ON LOT 4, BLOCK B, TROPHY WOOD BUSINESS CENTER FROM ITS CURRENT ZONING OF PD PLANNED DEVELOPMENT NO. 33, TO GU GOVERNMENT USE; PROVIDING THAT SUCH TRACT OF LAND SHALL BE USED IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPREHENSIVE ZONING ORDINANCE AND ALL OTHER APPLICABLE ORDINANCES OF THE TOWN; PROVIDING THAT THE ZONING MAP SHALL REFLECT THE GU GOVERNMENT USE DISTRICT FOR THE SUBJECT PROPERTY; PROVIDING A CONCEPT PLAN; PROVIDING DEVELOPMENT STANDARDS; PROVIDING A CUMULATIVE REPEALER CLAUSE; PROVIDING FOR SAVINGS; PROVIDING SEVERABILITY; PROVIDING A PENALTY NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00) FOR EACH OFFENSE AND A SEPARATE OFFENSE SHALL BE DEEMED COMMITTED EACH DAY DURING OR ON WHICH A VIOLATION OCCURS OR CONTINUES; PROVIDING FOR PUBLICATION; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Town Council of the Town of Trophy Club, Texas (the "Town"), is authorized and empowered by law, in accordance with Chapter 212 of the Texas Local Government Code, to regulate the subdivision of land and property development within the Town; and WHEREAS, the owner, the Town of Trophy Club, of the tract of land described as Lot 4, Block B, Trophy Wood Business Center as more specifically shown on Exhibit "A", (the "Land"), is requesting a change in zoning of the Land from PD Planned Development No. 33 to GU Government Use, and is further requesting an amendment to the official Zoning District Map of the Town in accordance with Ordinance No. 2000- 06 P&Z of the Town (the "Comprehensive Zoning Ordinance"); and WHEREAS, all legal notices, requirements and conditions having been complied with, the case to rezone the Land came before the Planning and Zoning Commission; and WHEREAS, after public notices were given in compliance with State law and public hearings were conducted, and after considering the information submitted at those public hearings and all other relevant information and materials, the Planning and Zoning Commission of the Town has recommended to the Town Council the adoption of the amendments to Comprehensive Zoning Ordinance No. 2000-06 P&Z as set forth in this Ordinance; and Town Council Joint and Regular Minutes August 25, 2015 Page 117 of 151 WHEREAS, after complying with all legal notices, requirements, and conditions, a public hearing was held before Town Council at which the Town Council considered, among other things, the character of the land and its suitability for particular uses, with a view of encouraging the most appropriate use of land in the Town, and does hereby find that the rezoning approved hereby accomplishes such objectives; and WHEREAS, the Town Council has determined that there is a necessity and need for the change in zoning and that the proposed change is consistent with the Comprehensive Land Use Plan. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: SECTION 1. INCORPORATION OF PREMISES The above and foregoing premises are true and correct and are incorporated herein and made a part hereof for all purposes. SECTION 2. FINDINGS After due deliberations and consideration of the recommendation of the Planning and Zoning Commission and the information and other materials received at the public hearing, the Town Council has concluded that the adoption of this Ordinance is in the best interests of the Town of Trophy Club, Texas, and of the public health, safety and welfare. SECTION 3. REZONING Ordinance No. 2000-06 P&Z of the Town of Trophy Club, Texas, the same being the Town's Comprehensive Zoning Ordinance, is hereby amended by changing the zoning of Lot 4, Block B, Trophy Wood Business Center, as depicted on Exhibit "A", from PD Planned Development No. 33 to GU Government Use, and amending the Zoning District Map of the Town to reflect the change in the zoning of the Land. SECTION 4. APPLICABLE REGULATIONS In all respects, the Land shall be subject to the applicable regulations contained in the Comprehensive Zoning Ordinance and all other applicable and pertinent ordinances and regulations of the Town; provided however, that in the event of a conflict between the regulations in this Ordinance and the regulations in another applicable ordinance or regulation of the Town, the regulations in this Ordinance shall control. ORD 2015-20 P&Z Page 2 of 5 Town Council Joint and Regular Minutes August 25, 2015 Page 118 of 151 SECTION 5. ZONING MAP The Community Development Director is hereby directed to mark and indicate on the official Zoning District Map of the Town the zoning change herein made. SECTION 6. CUMULATIVE REPEALER That this Ordinance shall be cumulative of all other Ordinances and shall not repeal any of the provisions of such Ordinances except for those instances where there are direct conflicts with the provisions of this Ordinance. SECTION 7. SAVINGS All rights and remedies of the Town of Trophy Club, Texas, are expressly saved as to any and all violations of the provisions of any other Ordinance affecting regulations governing and regulating the zoning, platting, and subdivision of land which have secured at the time of the effective date of this Ordinance; and, as to such accrued violations and all pending litigation, both civil and criminal, whether pending in court or not, under such Ordinances same shall not be affected by this Ordinance but may be prosecuted until final disposition by the courts. SECTION 8. SEVERABILITY If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance or application thereof to any person or circumstance is held invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the Town Council hereby declares it would have passed such remaining portions of this Ordinance despite such invalidity, which remaining portions shall remain in full force and effect. SECTION 9. PENALTY It shall be unlawful for any person to violate any provision of this Ordinance, and any person violating or failing to comply with any provision hereof shall be fined, upon conviction, in an amount not more than Two Thousand Dollars ($2,000.00), and a separate offense shall be deemed committed each day during or on which a violation occurs or continues_ ORD 2015-20 Q&Z Page 3 of 5 Town Council Joint and Regular Minutes August 25, 2015 Page 119 of 151 SECTION 10. PUBLICATION The Town Secretary of the Town of Trophy Club is hereby directed to publish the Caption, Penalty and Effective Date of this Ordinance as required by Section 52.011 of the Texas Local Government Code. SECTION 11. ENGROSSMENT AND ENROLLMENT The Town Secretary of the Town of Trophy Club is hereby directed to engross and enroll this Ordinance in accordance with state law and the Town's Nome Rule Charter. SECTION 12. 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 Council of the Town of Trophy Club, Texas, this 25th day of August, 2015. ATTEST: Holly Fimbhes, Town Secretary Town of Trophy Club, Texas APPROVED AS TO FORM: Patricia A. Adams, Town Attorney Town of Trophy Club, Texas ORD 2015-20 PBZ C. Nick Sanders, Mayor Town of Trophy Club, Texas [SEAL] Page 4 of 5 Town Council Joint and Regular Minutes August 25, 2015 Page 120 of 151 m, t. ORD 2015-20 P&Z Exhibit "A" efl, Page 5 of 5 Town Council Joint and Regular Minutes August 25. 2015 Page 121 of 151 46, -A- 6L."'WIV I m, t. ORD 2015-20 P&Z Exhibit "A" efl, Page 5 of 5 Town Council Joint and Regular Minutes August 25. 2015 Page 121 of 151 ATTACHMENT O Ordinance No. 2015-21 P&Z Town Council Joint and Regular Minutes August 25, 2015 Page 122 of 151 TOWN OF TROPHY CLUB, TEXAS ORDINANCE NO. 2015-21 P&Z AN ORDINANCE OF THE TOWN OF TROPHY CLUB, TEXAS AMENDING ORDINANCE NO. 2013-09 ESTABLISHING PD PLANNED DEVELOPMENT #32 AMENDING ORDINANCE NO. 2000-06 P&Z OF THE TOWN, THE SAME BEING THE COMPREHENSIVE ZONING ORDINANCE, BY AMENDING EXHIBIT "B" CONCEPT PLAN, BY CHANGING THE COMMON AREA FOR LOT 1A, BLOCK J, CANTERBURY HILLS PHASE 1A, FROM 1.087 ACRES TO 1.04 ACRES; PROVIDING THAT SUCH TRACT OF LAND SHALL BE USED IN ACCORDANCE WITH THE REQUIREMENTS OF PLANNED DEVELOPMENT #32, THE COMPREHENSIVE ZONING ORDINANCE AND ALL OTHER APPLICABLE ORDINANCES OF THE TOWN; PROVIDING FOR THE INCORPORATION OF PREMISES; PROVIDING FOR AN AMENDMENT TO THE COMPREHENSIVE ZONING ORDINANCE OF THE TOWN; PROVIDING APPLICABLE REGULATIONS; PROVIDING A SAVINGS AND REPEALER CLAUSE; PROVIDING A PENALTY NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00) FOR EACH OFFENSE AND A SEPARATE OFFENSE SHALL BE DEEMED COMMITTED EACH DAY DURING OR ON WHICH A VIOLATION OCCURS OR CONTINUES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR PUBLICATION; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the owner of Lot 5, Block J, Canterbury Hills Phase 1A, zoned as Planned Development #32 ("PD #32") filed an application with the Town Planning and Zoning Commission requesting an amendment to PD #32, more specifically to amend Exhibit "B" entitled "Concept Plan" by changing the common area for Lot 1A from 1.087 acres to 1.04 acres"; and WHEREAS, the owner of the common area identified as Lot 1A, Block J, Canterbury Hills Phase 1A, has submitted written approval authorizing the proposed amendment, and WHEREAS, all legal notices, requirements and conditions having been complied with, the amendment to PD #32 came before the Planning and Zoning Commission and Town Council; and WHEREAS, after public notices were given in compliance with State law and public hearings were conducted, and after considering the information submitted at the public hearings and all other relevant information and materials, the Planning and Zoning Commission of the Town has recommended to the Town Council the adoption of the amendments to the Comprehensive Zoning Ordinance as set forth in this Ordinance; and Town Council Joint and Regular Minutes August 25, 2015 Page 123 of 151 WHEREAS, after due deliberations and consideration of the recommendation of the Planning and Zoning Commission and the information and other materials received at the public hearing, the Town Council has concluded that the adoption of this Ordinance amending the Comprehensive Zoning Ordinance of the Town is in the best interests of the Town of Trophy Club, Texas and of the public health, safety and welfare. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: SECTION 1. INCORPORATION OF PREMISES The above and foregoing premises are true and correct and are incorporated herein and made a part hereof for all purposes. SECTION 2. AMENDMENT Ordinance No. 2013-09 of the Town of Trophy Club, Texas, creating the Town's PD Planned Development #32 is hereby amended by this Ordinance amending Exhibit "B" Concept Plan by changing the common area for Lot 1A, Block J. Canterbury Hills Phase 1A from 1.087 acres to 1.04 acres as shown on Exhibit "An of this Ordinance. SECTION 3. APPLICABLE REGULATIONS In all respects the Land shall be subject to the applicable regulations contained in PD #32, the Comprehensive Zoning Ordinance and all other applicable and pertinent ordinances and regulations of the Town. SECTION 4. SAVINGS AND REPEALER This Ordinance shall be cumulative of all other ordinances of the Town affecting the regulation of land and zoning and shall not repeal any of the provisions of those ordinances except in those instances where the provisions of those Ordinances are in direct conflict with the provisions of this Ordinance whether such Ordinances are codified or uncodified, and all other provisions of the Ordinances of the Town of Trophy Club, codified or uncodified, not in conflict with the provisions of this Ordinance, shall remain in full force and effect. Notwithstanding the foregoing, any complaint, action, cause of action or claim which prior to the effective date of this Ordinance has been initiated or has arisen under or pursuant to such repealed Ordinance(s) shall continue to be governed by the provisions of that Ordinance and for that purpose the Ordinance shall be deemed to remain and continue in full force and effect. ORD 2015-21 P8Z Page 2 of 5 Town Council Joint and Regular Minutes August 25, 2015 Page 124 of 151 SECTION 6. PENALTY It shall be unlawful for any person to violate any provision of this Ordinance, and any person violating or failing to comply with any provision hereof shall be fined, upon conviction, in an amount not less than One Dollar {$1.00} nor more than Two Thousand Dollars ($2,000.00), and a separate offense shall be deemed committed each day during or on which a violation occurs or continues. The penalty provided by this section shall be cumulative of all other penalties allowed by law, including without limitation, civil remedies available for enforcement of this Ordinance. SECTION 6. SEVERABILITY The sections, paragraphs, sentences, phrases, clauses and words of this Ordinance are severable, and if any section, paragraph, sentence, phrase, clause or word in this Ordinance or application thereof to any person or circumstance is held invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the Town Council hereby declares that it would have passed such remaining portions of this Ordinance despite such invalidity, which remaining portions shall remain in full force and effect. SECTION 7. PUBLICATION The Town Secretary of the Town of Trophy Club is hereby directed to publish, the Caption, Penalty and Effective Date Clause of this Ordinance as required by Section 52.011 of the Texas Local Government Code. SECTION 8. ENGROSSMENT AND ENROLLMENT The Town Secretary of the Town of Trophy Club is hereby directed to engross and enroll this Ordinance by filing this Ordinance in the ordinance records of the Town as required by the Town Charter. SECTION 9. 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. ORD 2015-21 P&Z Page 3 of 5 Town Council Joint and Regular Minutes August 25, 2015 Page 125 of 151 PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas, this 25th day of August, 2015. C. Nick Sanders, Ma or Town of Trophy Club, Texas ATTEST: y` [SEAL] �'�,� Holly Fimbre , Town Secretary y Town of Trophy Club, Texas Cv, APPROVED AS TO FORM: l� Patricia A dams, Town Attorney Town of Trophy Club, Texas ORD 2015-21 P&Z Page 4 of 5 Town Council Joint and Regular Minutes August 25, 2015 Page 126 of 151 Exhibit "A" 0.509 ACRE `- RIGHT-OF-WAY DEDICATION C.C.# 2008-112587 R,P.R.D.C.T. colwtan SCALE; V = 200' ARIA TA b `t 7 M c 8TRACT 3 CLUBCORP GOLF OF TEXAS xgd 5 C.C./ 2000-RO01314a g 9 O.R.D.C,T. 4 10 ` � v 3 11 x �+eM1 12 2 1 13 M CR -01 -13 CONCEPT PLAN TRACT 2 SHEET SC&f: I' - 200L CANTERBURY FALLS Burp M' 8MY Y. MUKM 7YRWY A UWf MO. &M AMG Til[ 29W V.M91M MW D—AS� T1 75247-4961 of 1 4. WICWL SLOWCT. AISTRAM MQ 821 ftX*9 214-630-0145 FAX 21•-876-0447 CMEC�LO 9Y- 4J.B. am TO" O: TAWW a1A 0mom WWTTT. nma ORD 2015-21 P8Z Town Council Joint and Regular Minutes August 25, 2015 Page 5 of 5 Page 127 of 151 BLOCK >A 14 19 `1553 1554 1 2 TROPHY CLUB — 20 SECTION 12 $ CAB. E. M. 9 t 1,t P.R. ,C.T '�3'H�v r 1.1,E ry * L 18 WATERS EDGE GLEN 01,y 'r' 16 1555 a 1559 AT HOGAN`5 39 42 C, Rfq4dN PHASE 28-2 �d,T- ?a4 CAB: 2012. PAGE 222 17 1557 t 558 P. OCT.., dR BLOCK L I WATERS EGGE INDIAN CREEK AT HOGAN'S GLEN DRIVE 38 37 35 PHASE 20-1 CAB. 2012, PAGE 42 TRACT 1 TRACT 1 P.R.D.C.T. 3.200 ACRES0.000 1 AC TOWN OF TROPHY CLUB TOWN OF TROPHY CLUB VOLUME 2415. PAGE 27 VOLUME 2415. PAGE 21 33 D.R.O.C.T D.R.D.C.T. M CR -01 -13 CONCEPT PLAN TRACT 2 SHEET SC&f: I' - 200L CANTERBURY FALLS Burp M' 8MY Y. MUKM 7YRWY A UWf MO. &M AMG Til[ 29W V.M91M MW D—AS� T1 75247-4961 of 1 4. WICWL SLOWCT. AISTRAM MQ 821 ftX*9 214-630-0145 FAX 21•-876-0447 CMEC�LO 9Y- 4J.B. am TO" O: TAWW a1A 0mom WWTTT. nma ORD 2015-21 P8Z Town Council Joint and Regular Minutes August 25, 2015 Page 5 of 5 Page 127 of 151 ATTACHMENT P Traffic Queuing Analysis Town Council Joint and Regular Minutes August 25, 2015 Page 128 of 151 T LEADERSMP TRAFFIC SERVICES Texas Board of Professional Engineers, F-12534 Date August 25, 2015 Attention Aparna Joshi Owner Firm Name SAVI Management Company 8600 Riviera Court Flower Mound, TX 75022 Subject Wonderland Plaza Development Bobcat Blvd Traffic Queue Analysis From Adrian Murphy, P.E., PTOE Project No. �E OFT Copies :;!, ......•,«F,�, t i •A�, t ... ....IAN • .. M.lRPHY pIt�9 ;� 85530 O••• ��r Leadership Traffic Services (LTS) has conducted a traffic queue analysis along Bobcat Boulevard to address concerns posed by the Town of Trophy Club Planning and Zoning Commission in support of the proposed Wonderland Plaza development to be located west of Trophy Club Drive and south of Bobcat Boulevard in the Town of Trophy Club, Texas. Proposed Site Trip Generation The Institute of Transportation Engineers (ITE) provides predicted trip generation rates and equations for several Iand uses as provided in ITE Trip Generation: Manual, 9'h Edition. These rates are based on individual sites to compute driveway volumes for particular land uses. Table 2 provides the rates and equations included in the manual along with the entering and exiting distribution splits. A summary of the total number of trips that are projected to be generated by the proposed development during the Daily, AM peak and PM peak- periods are shown in Table 3. The number of trips generated represent the number of vehicles entering and exiting the proposed development to and from the adjacent street system. Table 1. Estimated Trip Generation Rates Land Use Variable D ily AM Peak Hour PM Peak Hour Rate / E . split Rate Split Rate Split Description Day Care Center Number of 501/1 In 53% In 47% In (ITE #565 Students Eq' I 56% Out 0'$0 47% Out 0'81 53% Out Restaurant 1,000 SF of 50% In Not 671/o In ITE #932 Develo ment 89.95 50°/0 Out 0'&1 Available 7'4� 33% Out Retail 1,000 SF of 44.32 501/6 In "- Eq' 2 441/o In (ITE #826) Development 50% Out 56% Out F, -q. I1 (T=4.79*tet'-3j33.46)46j L � Eq. ( -2.4*X21-48) Town Council Joint and Regular Minutes August 25, 2015 Page 129 of 151 Wonderland Plaza Development Bobcat Blvd Traffic Queue Analysis Page 2 Table Z. Trip Getteradan Summary ITE Land ITE PM Trips to the development Daily AM Peak Hour PM Peak Hour Use Cade Unit Quantity Enter Exit Enter Exit Enter Exit Day Care 565 Students 300 702 702 127 113 114 129 Center Restaurant 932 10005.514 248 248 2 2 27 14 Retail 926 1,000 13.6 30I 301 --- --- 24 30 Trip Distribution and Traffic Assignment The distribution and assignment of the site -generated traffic to the study area roadway network was performed for the proposed development based on examination of the existing traffic volumes and travel patterns along the existing roadway network and the location of competing land uses. The traffic distribution assumptions are presented below in Table 4: Table 3 Trip Distribution Assumptions Origin. / Destination AM PM Trips to the development from Bobcat Blvd (W) 30% 30% from Bobcat Blvd (E) 70% 70% Trips from the development to Bobcat Blvd (W) 30% 30% to Bobcat Blvd (E) 70% 70% Site Access and Vehicle Queuing Analysis along Bobcat Boulevard The proposed Wonderland Montessori development will have a total of 65 parking spaces. The stacking space being provided at this facility was analyzed as part of this study to ensure that proper storage is provided to accommodate the queue that is expected to be generated_ It can be assumed that students arriving at the Wonderland Montessori development will follow a random arrival rate. Using the arrival rate and the assumed parking time per pick up 1 drop-off, the required queue length can be determined. The AM peak hour was selected for the queuing analysis since more vehicles would arrive at the day care facility during this time as opposed to the PM peak hour. Based on the ITE trip generation data, 127 vehicles are expected to arrive during the AM peak hour. Conservatively, it was assumed that the arrival would be fulfilled during the first 30 minutes of the AM peak hour and would not spread out over the entire hour. It is also assumed that 25 parking spaces would already be occupied by administration, teachers, and support staff, leaving only 40 parking spaces for drop - Town Council Joint and Regular Minutes August 25, 2015 Page 130 of 151 Wonderland Plaza Development Bobcat Blvd Traffic Queue Analysis Page 3 off during the AM peak hour. It was assumed that the parking space would be occupied for an average of 5 minutes per drop-off. With vehicles arriving randomly, there would be 19 parking spaces available per arriving vehicle. Therefore, site circulation and access to parking will not contribute to any vehicle queuing and spillback onto Bobcat Boulevard. Because of the peaking characteristics of the proposed retail and restaurant development, their traffic impact during the AM peak hour would be minimal. Table 4 Or: -site Parking Evaluation Time Vehicles Parking S aces Entering Exiting Occupied' Available 7:15 AM — 7:20 AM 21 46 19 7:20 AM — 7:25 AM 21 21 46 19 7:25 AM — 7:30 AM 21 21 46 19 7:30 AM — 7:35 AM 21 21 46 19 7:35 AM — 7:40 AM 21 21 46 19 7:40 AM — 7:45 AM 21 121 46 19 I7M_ .. ...! .. ..1 .... ..I....T.... ...7 L... ...1...:..:..F......... C ....lw. ...1 .. --Cr Since 70% of the inbound AM peak hour traffic will be traveling westbound along Bobcat Boulevard, three (3) vehicles would arrive every minute to make a westbound left -turn movement to access the proposed site. The arrival of three (3) vehicles per minute maintains the same conservative assumption that all vehicles arriving during the peak hour would occur in the first 30 minutes. With only three (3) vehicles arrival every minute, there should be ample gaps in the opposing eastbound traffic stream along Bobcat Boulevard to allow the westbound left -turn movement to take place to access the daycare facility without creating traffic spillback and vehicle queuing, Conclusion Based on site access, site circulation, and the availability of on-site parking, results of the traffic queuing analysis for the Wonderland Plaza development indicate that the development will accommodate entering vehicles without leading to vehicle spillback and vehicle queuing along Bobcat Boulevard. Town Council Joint and Regular Minutes August 25, 2015 Page 131 of 151 ATTACHMENT Q Resolution No. 2015-15 Town Council Joint and Regular Minutes August 25, 2015 Page 132 of 151 TOWN OF TROPHY CLUB, TEXAS RESOLUTION NO. 2015-15 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, REPEALING RESOLUTION NO. 2015-06 ADOPTING THE AMENDED MUNICIPALITY OF TROPHY CLUB HANDBOOK FOR ELECTED AND APPOINTED OFFICIALS AND ADOPTING A NEW MUNICIPALITY OF TROPHY CLUB HANDBOOK FOR ELECTED AND APPOINTED OFFICIALS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Town benefits by having its citizens involved in local government through service on Town Boards and Commissions and has established several boards and commissions that perform various functions for the Town; and WHEREAS, the Town initially adopted the Municipality of Trophy Club Handbook for Elected and Appointed Officials" (hereinafter "Handbook") to establish guidelines and procedures for Town Boards, Commissions and Corporations and to ensure uniform treatment of all persons applying for and serving on those bodies and has adopted amendments to those guidelines as determined appropriate since the initial Handbook adoption; and WHEREAS, the guidelines established in the Handbook are in addition to those requirements imposed by the Texas Open Meetings Act and other applicable state law; and WHEREAS, since enacting Resolution No. 2015-06, the Town Council has created a Building Standards Commission thus creating a need for amendments to the Handbook; and WHEREAS, the passage of this Resolution repeals Resolution No. 2015-06, and all other conflicting Resolutions adopting or amending the Handbook and adopts a new Handbook which has been determined by the Council to be beneficial to the Town and its residents and to serve the public welfare. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. That the foregoing recitals are adopted and incorporated herein as findings. Section 2. That the Town Council hereby repeals and Resolution No. 2015-06 and all other conflicting Resolutions adopting or amending the Handbook and hereby adopts the new "Municipality of Trophy Club Handbook for Elected and Appointed Officials", a true and correct copy of the new Handbook being attached hereto and incorporated herein as Exhibit "A". Town Council Joint and Regular Minutes August 25, 2015 Page 133 of 151 Section 3. That this Resolution shall become effective upon its passage, and that upon passage of this Resolution, the Handbook (Exhibit "A") shall become effective. PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas, this the 25th day of August, 2015. C. Nick Sanders, Mayor Town of Trophy Club, Texas ATTEST: Holly Fimb es, Town Secretary Town of 1rophy Club, Texas W22:091vAftZG7_IN1101V&I atricia A. Adams , own Attorney Town of Trophy Club, Texas RES 2015-15 OF W [SEAL] Page 2 of 3 Town Council Joint and Regular Minutes August 25, 2015 Page 134 of 151 EXHIBIT A Municipality of Trophy Club Handbook for Elected and Appointed Officials RES 2015-15 Page 3 of 3 Town Council Joint and Regular Minutes August 25, 2015 Page 135 of 151 MUNICIPALITY OF TROPHY CLUB Handbook for Elected and Appointed Officials C TOWN OF TROPHY CLUB MUNICIPALITY OF TROPHY CLUB Handbook for Elected and Appointed Officials EFFECTIVE DATE: 08-25-2015 REVISION DATE: 08-25-2015 Resolution No. 2015-15 This Handbook is applicable to all paid, non -paid and voluntary positions and seats to include; Town Council, Boards, Commissions, and Corporations. I acknowledge receiving and agree to comply with the policies set forth in the Handbook for Elected and Appointed Officials. Elected/Appointed Official Signature Date Elected/Appointed Official Printed Name Board/Commission/Corporation Serving Return this page to the Town Secretary and attach the Texas Open Government Training Certificates where applicable. Handbook for Elected and Appointed Officials Page 1 of I I Town Council Joint and Regular Minutes August 25, 2015 Page 136 of 151 Introduction In order to be "A Great Place to Call Home," the Town of Trophy Club encourages and is indebted to our dedicated citizens who serve on Boards, Commissions, and Corporations. In accordance with Section 4.16 of the Town Charter, the citizens who serve do so without compensation. They are appointed to serve after indicating their interest through the application process, and they serve at the discretion of the Town Council. Generally, members of each Board, Commission or Corporation are charged with researching pertinent projects and with making recommendations to the Town Council. Members serve in an advisory capacity. The exceptions are the Zoning Board of Adjustment and the Building Standards commission, which have quasi-judicial duties. The exact duties and requirements of each Board, Commission or Corporation can be found in the ordinance establishing that specific body and/or applicable enabling statute. Each Board, Commission, and Corporation consists of members, a Chair/President, a Town Staff Liaison and a Council Liaison if one is appointed by the Council. Applicant Requirement for Boards. Commissions, or Corporations Applicants for Boards, Commissions, or Corporations must be United States Citizens and registered voters prior to their appointment and must also be Trophy Club residents for at least six (6) months prior to their appointment. Based upon good cause shown, Council may waive the voter registration and/or length of residency requirement for a person appointed to a Board, Commission, or Corporation, except where restricted by State law. Neither Town elected officials, nor persons appointed to fill vacancies on any elected Town governmental body may serve on a Town Board, Commission, or Corporation, per Town Charter. The technical expertise of applicants shall be a consideration in gaining appointment. Residency Reg uirement/Tem porary Change in Residency Status In addition to the residency requirement for citizens making application to serve on Town Boards, Commissions, and Corporations, a person serving as a member must reside within the Town of Trophy Club during his or her term of service in order to continue serving. However, if during the term of appointment or during the time frame for reapplication, the residency status of a then current member of a Board, Commission or Corporation temporarily changes for a period of no more than six (6) months, the member may request that the Council review his/her specific circumstances affecting residency. If the temporary change in residency status does not disqualify a member of a Board, Commission, or Corporation from continuing to serve either because of a Charter or state law requirement for service on his/her respective Board, Commission, or Corporation, the Council may authorize the continued service or reappointment of the member until such time as the member returns to permanent residency status. Handbook for Elected and Appointed Officials Page 2 of 11 Town Council Joint and Regular Minutes August 25, 2015 Page 137 of 151 Posting Process The Town Secretary will ensure that annual appointments for Boards, Commissions, and Corporations are posted in the month of June: • Announced in the Town Newsletter • Posted on the marquees • Posted on the Town's Web page at: www.trophyclub.org • Posted to Town -managed social media sites at: www.facebook.com Tra h ClubGov and www.twitter.com/TrophVCiubGov The Town Secretary will also notify each member whose term is expiring that they must resubmit the Board, Commission and Corporation Application. Application Process for Annual Appointments Applications will be accepted each year in July or within a time frame as otherwise directed by Town Council. A received application will be considered active for one year following the date of receipt, provided it meets all previously stated requirements. Applications are available in the Town office and online at the Town's website. The completed application shall be submitted to the Town Secretary and forwarded as soon as possible to the Town Council Appointments Committee and ex -officio members, all additional members of the Town Council, the Chair/President of the respective Board, Commission, or Corporation, and the Staff Liaison. Town Council Appointments Committee At the first Town Council meeting in June, the Council shall establish a Town Council Appointments Committee tasked with making recommendations to the full Council regarding appointments to all Boards, Commissions, and Corporations (hereinafter "Appointments Committee"). The Appointments Committee shall be comprised of the Mayor and two (2) Council members, and the Committee shall have the discretion to add additional non-voting ex - officio members to the Committee as determined appropriate. Interview Process — Appointments Committee Interviews shall be conducted by the Appointments Committee after the close of each application period. Staff Liaisons shall be responsible for scheduling interviews for each candidate who submits an application for their respective Board, Commission, or Corporation. Typically these interviews will be held at a regular interval as determined by the Appointments Committee. In the event of scheduling conflicts or workload demands, alternate dates may be selected. Group interviews are conducted for most vacancies. However, individual interviews may be conducted for certain positions at the request of the Appointments Committee. After conducting interviews, the Appointments Committee shall provide its recommendations relating to nominations for appointment to the Town Manager preceding the Council meeting Handbookfor Elected and Appointed Officials Page 3 of I I Town Council Joint and Regular Minutes August 25, 2015 Page 138 of 151 at which such appointments are to be considered. Appointments generally will be made by resolution at the second (2nd) Town Council meeting of the month. The Appointments Committee and Council will not evaluate applicants on the basis of race, color, religion, sex, national origin, ethnic group, age, or disability. Recommendations for appointment to a Board, Commission or Corporation will not be made based on stereotypes or assumptions about the abilities or traits of individuals of a certain race, color, religion, sex, national origin, ethnic group, or age, or individuals with disabilities. Mid -Term Vacancy / Resignations When a Board, Commission, or Corporation member resigns mid-term, a written notice of resignation shall be submitted to that body's Chair/President. The Chair/President shall forward the notice to the Staff Liaison who shall then forward the notice to the Town Secretary and Town Council. Upon receiving notice of vacancy, the Town Secretary shall initiate the application process in accordance with the Posting Process set forth above, and interviews shall be conducted in accordance with the Interview Process as set forth above. Members appointed to fill vacancies shall be appointed to serve out the remainder of a predecessor's term. Council may directly appoint an applicant whose application is previously on file under the established application process provided that the applicant is still willing to serve on the Board, Commission or Corporation that he/she applied for without the requirement of an additional interview. Removal Members of Boards, Commissions and Corporations serve at the discretion of the Town Council and may therefore be removed at the sole discretion of Council at any time; provided however, that members of the Building Standards Commission may only be removed for cause on a written charge Before the decision regarding removal is made, the Council shall hold a public hearing on the matter if requested by the member that is subject to the removal action. Removal shall be by majority vote of the Council. Appointments Process Terms of office for Board, Commission, and Corporation members shall begin in October unless Town Council extends the time period for the application process or otherwise determines it appropriate to alter the annual appointment schedule. Term Lengths Term lengths are set forth in the ordinance establishing the Board, Commission, or Corporation and/or applicable enabling statutes. Terms are staggered, with the Council making annual appointments to replace members whose regular terms expire in any given year. Handbook for Elected and Appointed Officials Page 4 of 11 Town Caunci! Joint and Regular Minutes August 25, 2015 Page 139 of 151 Compensation Members appointed to a body by the Town Council shall serve without compensation; provided however, that they shall be entitled to reimbursement of any necessary expenses incurred in the performance of their official duties, when approved by Council or its' designee. Maximum number of Appointments It is the goal of the Council to afford the opportunity to serve on Town Boards, Commissions and Corporations to as many interested residents as possible; however, except as otherwise specifically provided in this Section, if the number of open Board, Commission, or Corporation seats exceeds the number of qualified applicants, the Council may allow a person to serve on more than one (1) Board, Commission, or Corporation. In the event that the number of qualified applicants exceeds the number of open Board, Commission, or Corporation seats, it is the goal of the Council to first appoint those qualified applicants not already serving before taking action to appoint an applicant who is already serving on a Town Board, Commission, or Corporation. Council may act to replace a current member who is serving on more than one Board, Commission or Corporation prior to the end of his or her term, provided there is an adequate number of qualified applicants. Exception: Since the Building Standards Commission (BSC) and the Zoning Board of Adjustment (ZBA) do not meet on a regular basis but meet only as needed, it is the intention of the Council to utilize a dual appointment process when making appointments to the BSC and ZBA. Therefore, a person may be appointed to serve on both the Building Standards Commission and the Zoning Board of Adjustment concurrently. Open Government Training Elected and appointed public officials are required by State law to receive training in Texas open government laws. The Office of the Attorney General offers free video training courses, which were developed to ensure that all elected and appointed government officials, have a good command of both open records and open meetings laws. Each elected or appointed official who is a member of a governmental body subject to the Open Meetings Act or the Public Information Act must attend training. Additionally, employees who serve as a governmental body's designated public information coordinator are required to complete the Public Information Act training course. Officials who are elected or appointed shall complete the required open government training within ninety (90) days after taking elected office or after appointment. Staff Liaisons from the individual groups requiring the training shall be responsible to ensure that all members of their group receive the training. Training CDs are available in the Town Secretary's office. Certificates of completion must be maintained by the member's governmental body and made available for public inspection upon request. The original Certificate shall be forwarded to the Town Secretary to be kept in permanent records. More information on Open Government may be obtained online at the Texas Attorney Handbook for Elected and Appointed Officials Page S of i l Town Council Joint and Regular Minutes August 25, 2015 Page 140 of 151 General's Office. (http://www.oag.state.tx.us) Nepotism Members of an Economic Development Corporation, Building Standards Commission, Zoning Board of Adjustment or Planning and Zoning Commission cannot be related to a Council mem ber. For all other Boards, Commissions, and Corporations, the following rules shall apply: 1. A Board, Commission, or Corporation Chair/President cannot be a relative of the Mayor or of a Council Member; and 2. No more than one (I) member on any given Board, Commission, or Corporation may be a relative of a Council Member. A person is a relative if he/she is related in the first degree by consanguinity (blood) or by affinity (marriage). Guidelines for Members All members of Boards, Commissions, and Corporations have specific duties and responsibilities. All members of Boards, Commissions, and Corporations are expected to participate in formal and informal training sessions. Many Boards, Commissions, and Corporations deal with technical issues that can require a foundation of certain knowledge that must be updated from time to time. The Town will provide reasonable opportunities for members to acquire and keep current in these training efforts. Members are expected to participate. Regular attendance Effectiveness as a member requires regular attendance. Should a member of a Board, Commission, or Corporation fail to attend three consecutive regular meetings without being excused by the Board, Commission, or Corporation, the Council may declare that member's appointment forfeited. A member who is unable to attend a meeting shall notify the Staff Liaison of his/her inability to attend the meeting and shall provide an explanation of the conflict or other reason that prevents his/her attendance. Notice to the Staff Liaison shall be provided as soon as practicable after the member becomes aware of the impending absence. It is particularly important that all members attend briefing sessions and work sessions prior to formal meetings to promote effective and efficient meetings. if a member finds difficulty in maintaining regular attendance, it is suggested that the member consider whether they have sufficient time to be an effective member. It is the responsibility of a member in this position to initiate a discussion with the Chair/President or Staff Liaison about attendance. The Chair/President of the Board, Commission, or Corporation is to maintain a charted attendance record for all members. if attendance becomes an issue, the Staff Liaison will attempt to secure a written resignation. Handbook for Elected and Appointed Officials Page 6 of 11 Town Council Joint and Regular Minutes August 25, 2015 Page 141 of 151 The Staff Liaison is responsible for submitting periodic reports to the Town Council on behalf of the Board, Commission, or Corporation noting progress and members' attendance. Avoidance of contacts and individual discussions It is not uncommon for applicants, opponents, or their representatives to approach individual members to solicit support or disapproval of a pending issue. These individual contacts shall be declined by members of the Building Standards Commission, Zoning Board of Adjustment and by members of the Ethics Commission. Requests for sponsorships/donations/agreements with vendors Unless acting jointly with a Staff Liaison pursuant to the direction of their respective Board, Commission, or Corporation, members do not have the authority to seek donations, to make agreements with vendors, or to give the impression that they are acting as an agent for the Town. Furthermore, Board, Commission and Corporation members are not permitted to obligate any Town funds or enter into any agreements without prior written approval of the Town Manager or the Manager's designee. All actions requiring the obligation or expenditure of funds shall be in accordance with the applicable approved budget. Ethics All members of the Town Council, Boards, Commissions, and Corporations shall be familiar with the requirements of the Town's Ethics ordinance_ Effective Meetings All members of Boards, Commissions and Corporations should familiarize themselves with the elements of a successful meeting. These include: • Having a purpose for the meeting; • Giving adequate notice; • Posting public notice when required; • Preparing for the meeting in advance; • Preparing an agenda; • Allowing for appropriate participation from all parties; • Selecting an appropriate meeting place; • Determining the outcome or results of the meeting; • Keeping an accurate record of all proceedings; and • Keeping discussion focused on items listed on the agenda. Members should avoid common mistakes that can make meetings unproductive, including but not limited to: • Lack of control at the meeting, appearing unfair, being unable to bring issues to a vote and wasting people's time. The Staff Liaison and all members are responsible for compliance with the Texas ©pen Meetings law. Meetings of all Boards, Commissions and Corporations are open to the public. All meetings shall be held in such a fashion that all participants have assigned seating with clearly visible nameplates. Board Members must take care to speak into the microphone at all times while in session. If a meeting is recorded with only audio and no video, each person must Handbook for Elected and Appointed Officials Page 7 of 11 Town Council Joint and Regular Minutes August 25, 2015 Page 142 of 151 identify themselves prior to speaking. Prior to initiating a closed or "Executive Session," the Staff Liaison and Chair/President shall receive approval from the Town Attorney. Prior to any meeting, the Chair/President and Staff Liaison shall prepare an agenda describing actions to be taken by the group. The agenda shall be prepared in a format approved by the Town Attorney and shall be posted in compliance with State law. The Chair/President shall allocate sufficient time for both applicants and opponents of an issue to present their information. Regardless of whether an agenda item is listed as a public hearing item or not, members of the public shall be given a reasonable opportunity to present their information and opinions. The Chair/President must allocate and manage the time to be allotted and shall use discretion based upon the agenda, the Council Rules of Procedure and other factors; provided however, that the Chair/President shall have the discretion to allow additional time without objection by a majority of the Board, Commission or Corporation. The Chair/President shall endeavor to see that all persons attending or participating in meetings are treated with respect and dignity. All members must refrain from prejudicial or stereotypical comments. All members must refrain from questioning that takes the form of "badgering" or "debating" with those providing testimony/comment. All members need to be cautious of publicly representing their positions beyond the scope of the business at hand. The official position of the Town shall be represented only by Town staff, as established by the Town Council. Conduct in meetings Board, Commission, and Corporation members should act in a professional manner. If a resident presents a complaint to the Board, Commission, or Corporation at a meeting the information should be taken and referred to Staff to reply to the resident. Rules of Decorum Meetings of all Boards, Commissions, and Corporations shall be conducted in accordance with adopted Town Council Rules of Procedure. PARLIAMENTARY MOTIONS AND PRECEDENCE Requires 2nd Debatable Amendable A Majority Vote of Those Present I. To adjourn Yes No No Yes 2. To take a recess Yes No Yes Yes 3. To commit, refer, or recommit to committee Yes Yes Yes Yes 4. To amend Yes Yes Yes Yes 5. To amend an amendment Yes Yes No Yes 6. To postpone indefinitely Yes Yes No Yes 7. To table Yes No No Yes 8. Calling the question No No No 2/3 9. Objecting to consideration of a No No No 2/3 Handbook for Elected and Appointed officials Page 8 of 11 Town Council Joint and Regular Minutes August 25, 2015 Page 1.43 of 151 question Responsibilities of the Chair/President Each Board, Commission, or Corporation shall have a Chair/President. A Board, Commission, or Corporation at the Council's discretion, may be asked to make a recommendation for a Chair/President with the final determination left to the Council. The Chair/President should have some experience as a member of the group. The Planning and Zoning Commission's Chair will be determined entirely by the Council. The Chair/President must act as the "leader" and take responsibility for the group's efficient and meaningful operation. The Chair/President must ensure that roles are clearly spelled out, meetings are efficiently conducted and necessary information is readily available, which helps create a good working environment. Appointment of a Chair/President The Council will have final determination on the appointment of a Chair/President for each Board, Commission and Corporation, except where state law requires appointment of a Chair/President by another method. Following the appointment of a new Chair/President, the Mayor or his or her designee and a Staff Liaison will arrange a meeting with the new Chair/President to review this Handbook and share ideas on how to run an effective meeting. The Chair/President should manage the meeting to ensure that: • A few members do not monopolize discussion or questions; • Appropriate time is taken for presentation and discussion; • Dialogue and interactions are maintained in a courteous and professional Manner; • Minutes of each Board, Commission, and Corporation meeting are taken and maintained by the Staff Liaison; • Staff and members treat each other with mutual respect at all times; • Discussion is limited to those items on the agenda. However, the Chair/President or Staff Liaison may place any item on a future agenda for discussion; • All Board, Commission, and Corporation meetings shall be recorded as required by the Texas Open Meetings Act. The Chair/President must ensure that effective communication exists between Board, Commission, Corporation, Council, Staff and the public. This requires frequent interaction with the Staff Liaison and Council Liaison to the Board, Commission, or Corporation. The Town Manager is responsible for ensuring that that the Staff Liaison is efficient in providing requested technical assistance and information to members. This includes helping to develop appropriate rules and procedures for the group in order to complete its duties. It also requires preparation of proper meeting notices and agendas, gathering and relaying pertinent information in a timely fashion to members and providing support at meetings. If the Staff Liaison is not effectively operating in this manner, the Chair/President should first discuss the issue with the Town Manager. If satisfactory results are not achieved, the Chair/President should next contact the Mayor and Council Liaison to the Board, Commission or Corporation if a Council Liaison has been named. Handbook for Elected and Appointed Officials Page 9 of 11 Town Council Joint and Regular Minutes August 25, 2015 Page 144 of 151 It is the responsibility of the Chair/President to be mindful of the attendance, actions and activities of individual members, as well as to discuss with these members any deviations from the rules. The Chair/President shall be responsible for communicating to the Staff Liaison any requests to be placed on the Town Council agenda for consideration. The Chair/President and Staff Liaison shall define the scope, objectives and criteria for completion of any project to be undertaken by the group that has not been referred directly from Council. This should be done prior to the initiation of all projects. For items referred to a Board, Commission or Corporation by Council, it is the responsibility of the Chair/President and Staff Liaison to see that proceedings of the Board, Commission or Corporation fulfill the direction provided by Council in whole and in a timely manner, with appropriate information and context. Prior to a Board, Commission or Corporation undertaking any project or initiative that requires the expenditure of funds, other than those authorized in the approved Town budget, such initiative or project shall be submitted to the Staff Liaison for action by the Town Manager. Responsibilities of the Staff Liaison A member of the Town staff will be assigned to each Board, Commission, or Corporation. The Staff: Liaison shall not assume the responsibility or task of the group. Rather, the Staff Liaison shall provide information that group members need to perform their obligations. The Staff Liaison shall also serve as a communication link between members of the group and the Town staff. The Staff Liaison shall be responsible for making periodic reports to the Town Council regarding the activities of his/her Board, Commission or Corporation. The Staff Liaison, when appropriate and in accordance with the Texas Open Meetings Act, shall place an item on the agenda for his/her designated Board, Commission or Corporation to allow the Council Liaison to provide an update regarding the actions, direction and input of the Town Council. Responsibilities of the Council Liaison and Council members A member of the Town Council may be assigned as liaison to each Board, Commission, or Corporation. The Council Liaison shall not assume the responsibility or task of the assigned body. The Council Liaison shall serve as a communication link between the Board, Commission or Corporation and the Town Council. The Council Liaison shall make periodic reports to the Town Council regarding the activities of their assigned Board, Commission or Corporation. In order to maintain appropriate separation of responsibilities between Council and boards, Council Liaisons and Council members are expected to exercise restraint in providing input to boards, but if they choose to do so, shall clearly and definitively state that they are providing input as an individual and do not represent the Council as a body in any way. Council members may freely speak before any Board, Commission or Committee on behalf of their own personal interest and concerns; in which case, they shall publicly state the nature of their interest and/or concern and that they are appearing only in their private capacity. The Council Liaison should communicate with the Chair/President throughout the year to ensure Boards, Commissions and Handbook for Elected and Appointed officials Page 10 of 11 Town Council Joint and Regular Minutes August 25, 2015 Page 145 of 151 Corporations focus on their missions and roles and to stay abreast of board activities. Council Liaisons should be accessible to Board, Commission and Corporation Chairs/Presidents to offer feedback and guidance. Council members and Council Liaisons may address a Board, Commission or Corporation and express his or her individual opinion when that Board, Commission or Corporation is addressing a matter that personally impacts the Council Liaison or his or her personal property or interests; however, all other statements made by Council members or Council Liaisons shall reflect the opinion, advice or direction of a majority of the Town Council. Handbook for Elected and Appointed Officials Page I I of I I Town Council Joint and Regular Minutes August 25, 2016 Page 146 of 151 ATTACHMENT R Ordinance No. 2015-22 Town Council Joint and Regular Minutes August 25, 2015 Page 147 of 161 TOWN OF TROPHY CLUB, TEXAS ORDINANCE NO. 2015-22 AN ORDINANCE OF THE TOWN OF TROPHY CLUB, TEXAS; AMENDING ARTICLE I ENTITLED "PARKS AND RECREATION BOARD" OF CHAPTER 9 ENTITLED "PARKS AND RECREATION", SECTION 1.02, "BOARD ESTABLISHED/ NUMBER OF MEMBERS/ TERMS ESTABLISHED/ QUALIFICATIONS", BY AMENDING THE INTRODUCTORY PARAGRAPH OF SECTION 1.02 TO REDUCE THE NUMBER OF BOARD MEMBERS TO SEVEN, BY AMENDING SUBSECTION 3 OF SECTION 1.02 TO REDUCE THE MEMBERS' TERMS TO TWO (2) YEARS EACH, AND BY AMENDING SUBSECTION 5 OF SECTION 1.02 TO PROVIDE THAT THE TOWN COUNCIL WILL APPOINT THE CHAIRPERSON FOR THE BOARD; PROVIDING FOR THE INCORPORATION OF PREMISES, PROVIDING FOR AMENDMENTS; PROVIDING A CUMULATIVE REPEALER CLAUSE; PROVIDING SEVERABILITY; PROVIDING FOR ENGROSSMENT AND ENROLLMENT AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Town Council of the Town of Trophy Club, Texas (the "Town") is a home rule municipality empowered to do all acts and make all regulations which may be necessary or expedient for the promotion of the public health, safety and general welfare; and WHEREAS, the Town has approximately one thousand acres of parkland available for the use and enjoyment of its residents; and WHEREAS, with the existing parkland, the Town's Park and Recreation Board plays a vital role in making recommendations regarding recreational amenities and park and recreational opportunities within the Town; and WHEREAS, because parkland and recreational amenities are intended for the benefit and enjoyment of the residents of the Town, it is important to allow those residents to play a key role in shaping the expansion and development of parkland and recreational opportunities; and WHEREAS, the Parks and Recreation Board allows residents to play a more active role and to provide direct citizen input to the Town Staff for the development of parks and recreational facilities for the Town; and WHEREAS, the Town Council has determined it appropriate to reduce the number of members serving on the Park Board in order to facilitate more efficient meetings, and WHEREAS, in order to be consistent with the protocols for other Town Boards and Commissions, the Town Council has also determined it appropriate to establish two (2) year terms and for the Council to appoint the person to serve as Chair for the Board_ Town Council Joint and Regular Minutes August 25, 2015 Page 148 of 151 NOW THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: SECTION 1. INCORPORATION OF PREMISES All of the above premises are true and correct and are hereby incorporated in the body of this Ordinance as if fully set forth herein. SECTION 2. AMENDMENTS 2.01 Article I entitled "Parks And Recreation Board" of Chapter 9 entitled "Parks and Recreation" of the Code of Ordinances of the Town of Trophy Club is hereby amended to modify the Introductory Paragraph of Section 1.02, entitled "Board Established / Number of Members/ Terms Established/ Qualifications" to reduce the number of seats on the Board from eleven to seven; Section 1.02, Subsection 3, entitled "Staggered Terms" is amended in order to provide for two (2) year terms, and Section 1.02, Subsection 5, entitled "Officers" is amended to provide for Council appointment of the Board Chairperson, and each of those provisions shall be and read as follows with all other sections and subsections remaining unaltered: Section1.02. BOARD ESTABLISHED/NUMBER OF MEMBERS/TERMS ESTABLISHED/QUALIFICATIONS "The Parks and Recreation Board consisting of seven (7) regular members is hereby established as follows: 3. "Staggered Terms. Members' terms shall be for two (2) years each and expiration of those terms shall be staggered. Places on the Board shall be numbered 1 through 7. Places 1 through 3 on the initial Board shall serve for a term of two (2) years, and Places 4 through 7 shall serve an initial term of one (1) year. Upon expiration of that one (1) year term, members appointed to those seats shall serve on a regular two (2) year term interval." 5. "Officers. The Council shall annually elect a Chairperson. The Board shall annually elect a Vice -Chairperson and a Secretary." ORD 2015-22 Page 2 of 4 Town Council Joint and Regular Minutes August 25, 2015 Page 149 of 151 SECTION 3. CUMULATIVE REPEALER This Ordinance shall be cumulative of all other Ordinances and shall not repeal any of the provisions of such Ordinances except for those instances where there are direct conflicts with the provisions of this Ordinance and where such other Ordinance{s} do not specifically state that fees contained therein take precedence. Ordinances or parts thereof in force at the time this Ordinance shall take effect and that are inconsistent with this Ordinance are hereby repealed to the extent that they are inconsistent with this Ordinance. Provided however, that any complaint, action, claim or lawsuit which has been initiated or has arisen under or pursuant to any such Ordinance on the date of adoption of this Ordinance shall continue to be governed by the provisions of such Ordinance and for that purpose the Ordinance shall remain in full force and effect. SECTION 4. SEVERABILITY If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance or application thereof to any person or circumstance is held invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the Town Council hereby declares it would have passed such remaining portions of this Ordinance despite such invalidity or unconstitutionality and that such remaining portions shall remain in full force and effect. SECTION 5. ENGROSSMENT AND ENROLLMENT The Town Secretary of the Town of Trophy Club is hereby directed to engross and enroll this Ordinance in accordance with State law and the Town's Home Rule Charter. SECTION G. 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. ORD 2015-22 Page 3 of 4 Town Council Joint and Regular Minutes August 25, 2015 Page 150 of 151 PASSED AND APPROVED by the Town of Trophy Club, Texas this the 25th day of August, 2015. C. Nick Sanders, Mayor Town of Trophy Club, Texas ATTEST: Holly Flmb�es, Town Secretary Town of Trophy Club, Texas APPROVED AS TO FORM: t't C"�L� Patricia A. Adams, Town Attorney Town of Trophy Club, Texas ORD 2015-22 j FOA (SEAL] � c a© Page 4 of 4 Town Council Joint and Regular Minutes August 25, 2015 Page 151 of 151