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2020 Trophy Club MUD No.1 Series 2020 Unlimited Tax Refunding Bonds
UNITED STATES OF AMERICA STATE OF TEXAS REGISTERED REGISTERED NUMBER AMOUNT No. R-1 $1,220,000 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX REFUNDING BOND SERIES 2020 INTEREST RATE MATURITY DATE BOND DATE CLOSING DATE 1.300% September 1, 2031 June 1, 2020 June 17, 2020 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 (the "District") promises to pay to JPMorgan Chase Bank, N.A. or registered assigns, on the Maturity Date specified above, the sum of ONE MILLION TWO HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS upon presentation and surrender of this Bond at the Designated Payment/Transfer Office in Dallas, Texas (the "Designated Payment/Transfer Office"), of JPMorgan Chase Bank, NA, Dallas, Texas (the "Paying Agent/Registrar"), payable in lawful money of the United States of America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360 -day year of twelve 30 -day months, from the later of the Closing Date, or the most recent interest payment date to which interest has been paid or duly provided for. Interest on this Bond is payable by check, or by such other customary banking arrangements acceptable to the Paying Agent/Registrar and the registered owner (at the risk and expense of such owner), on each March 1 and September 1 until the earlier of maturity or prior redemption, beginning on September 1, 2020, mailed, by United States mail, first class, postage prepaid, to the registered owner as shown on the books of registration kept by the Paying Agent/Registrar as of the fifteenth calendar day of the month next preceding such interest payment date. THIS BOND is issued pursuant to Chapter 1207, Texas Government Code, and a certain Order adopted by the Board of Directors of the District (the "Order") for the purpose of refunding certain outstanding obligations of the District and paying the costs of issuing the Bonds. THIS BOND is not subject to optional redemption. This Bond is subject to mandatory sinking fund redemption prior to maturity in the following amounts, on the following dates, and at a price of par plus accrued interest to date of redemption from amounts required to be deposited in the Debt Service Fund: REDEMPTION DATE PRINCIPAL AMOUNT 09/01/2021 $15,000 09/01/2022 $115,000 09/01/2023 $115,000 09/01/2024 $120,000 09/01/2025 $120,000 09/01/2026 $115,000 09/01/2027 $120,000 09/01/2028 $125,000 09/01/2029 $125,000 09/01/2030 $125,000 09/01/2031 $125,000 Reference is made to the Order for complete details concerning the manner of mandatory redemption of the Bond. NOTICE OF ANY REDEMPTION shall be given at least thirty (30) days prior to the date fixed for redemption by United States mail, first-class, postage prepaid, addressed to the registered owners of each Bond to be redeemed in whole at the address shown on the books of registration kept by the Paying Agent/Registrar. When Bonds have been called for redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. THIS BOND IS TRANSFERABLE only upon presentation and surrender at the Designated Payment/Transfer office of the Paying Agent/Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his authorized representative, subject to the terms and conditions of the Order. THIS BOND IS EXCHANGEABLE at the Designated Payment/Transfer Office of the Paying Agent/Registrar for Bonds in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and conditions of the Order. NEITHER THE DISTRICT nor the Paying Agent/Registrar shall be required to transfer or exchange any Bond during the fifteen (15) day period next preceding any interest payment date or to transfer or exchange any Bond called for redemption during the thirty (30) day period prior to the date fixed for redemption of such Bond. THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the Order unless this Bond is either (i) registered by the Comptroller of Public Accounts of the State of Texas by registration certificate attached or affixed hereto or (ii) authenticated by the Paying Agent/Registrar by due execution of the authentication certificate endorsed hereon. THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and agrees to be bound by all the terms and conditions of the Order. THE DISTRICT has covenanted in the Order that it will at all times provide a legally qualified Paying Agent/Registrar for the Bonds and will cause notice of any change of Paying Agent/Registrar to be mailed to each registered owner. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly issued and delivered; that all acts, conditions and things required or proper to be performed, to exist and to be done precedent to or in the issuance and delivery of this Bond have been performed, exist and have been done in accordance with law; and that annual ad valorem taxes, without legal limit as to rate, sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the District and have been pledged irrevocably for such payment. IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of the President or Vice President of the Board and countersigned with the manual or facsimile signature of the Secretary/Treasurer of the Board, and the official seal of the District has been duly impressed, or placed in facsimile, on this Bond. TROPHY LUB MUNICIPAL UTILITY DISTRICT NO. 1 Kesident, Board of Directors Secretary/Treasurer, oa of Directors AUTHENTICATION CERTIFICATE The records of the Paying Agent/Registrar show that this Bond has been delivered pursuant to the Bond Order described in the text of this Bond in exchange for or in replacement of a bond, bonds, or a portion of a bond approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas and that this is one of the Bonds referred to in the within -mentioned Bond Order Date of Authentication: JPMorgan Chase Bank NA, Dallas, Texas, Paying Agent/Registrar By: Authorized Signature ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and Zip Code of transferee): (Social Security or other identifying number: ) the within Bond and all rights hereunder and herby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the premises. Date: Signature Guaranteed By: Authorized Signatory NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. $1,220,000 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX REFUNDING BONDS, SERIES 2020 TAB DOCUMENT TRANSCRIPT INDEX Annexation 1. Petition for Addition of Certain Lands to Trophy Club Municipal Utility District No. 1 2. Evidence of Authority to Execute Petition 3. Certificate of Ownership from Denton County 4. Town of Trophy Club Resolution 2019-34 Consenting to Annexation 5. Certified Copy of Order Adding Land to District 6. Order Adding Land as filed in Denton County 7. Order Adding Land as filed with Texas Commission on Environmental Quality Bond Matters 8. Private Placement Memorandum 9. Private Placement Letter 10. Certified Copy of Order Authorizing the Issuance of $1,220,000 Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020 11. Addendum to Private Placement Term Sheet 12. Paying Agent/ Registrar Agreement 13. Escrow Deposit Agreement 14. Signature Identification and Authority Certificate of Escrow Agent 15. Initial Bond Certifications 16. General Certificate 17. Signature Identification and No -Litigation Certificate with Instruction Letter 18. Bond Review Board Certificate (Additional Transcript Requirements) 19. Certificate of Sufficiency of Funds from Paying Agent/Registrar Financial and Insurance Matters 20. Final Numbers Identifying Sources and Uses of Bond Proceeds and Refunding Analysis 21. Debt Service Savings Schedule for Refunded Bonds 22. Debt Service Schedule Refunded Bonds Matters 23. Redemption Notice 24. Series 2010 Bond Order 25. Certificate of Paying Agent/Registrar Relating to Refunded Bonds Closing Matters 26. Attorney General's Opinion 27. Comptroller's Certificate 28. Federal Tax Certificate 29. Form 8038-G 30. Opinion of Bond Counsel 31. Reliance Letter from Bond Counsel 32. Opinion of Special Tax Counsel 33. Reliance Letter from Special Tax Counsel PETITION FOR ADDITION OF CERTAIN LANDS TO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 TO THE BOARD OF DIRECTORS OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1: McJunkin Signature Homes LLC, a Texas limited liability company (referred to herein as "Petitioner"), acting pursuant to the provisions of Section 49.301, Texas Water Code, hereby petitions the Board of Directors of Trophy Club Municipal Utility District No. 1 (hereinafter the "District"), to add to and include in the District the land described in Exhibit "A" hereto. In support of this Petition, the Petitioner represents, covenants, and agrees as follows: I. Section 1: The land sought to be added to the District contains approximately 1.0055 acres located entirely within Denton County, Texas, and is accurately described in Exhibit "A" attached hereto and incorporated herein for all purposes (the "Property"). II. Fee -simple title and full ownership of the Property is vested in Petitioner. III. All lienholders have consented to the inclusion of the Property into the boundaries of the District. Attached hereto as Exhibit "C" is a true and correct copy of the lienholder consent to annexation and inclusion of the Property into the boundaries of the District. IV. There are no resident qualified voters residing within the Property. V. The land lies within the corporate boundaries of the Town of Trophy Club (the "Town"). A petition to the Town requesting its consent to the annexation of the Property has been submitted to the Town, and the Town Council has adopted a resolution or ordinance consenting to the inclusion of the land into the District. A copy of the resolution or ordinance consenting to the inclusion of the Property into the District by annexation is attached hereto as Exhibit "B". VI. This Petition shall constitute an election on the part of the Petitioner, its successors and assigns, for the Property and any improvements which are now or may hereafter be constructed thereon to become liable for all present and future debts of the District in the same manner and to the same extent as other lands and improvements in the District are liable for the District's debts. Petitioner hereby assumes its share of the outstanding bonds, notes or other obligations and the voted but unissued tax bonds of the District and authorizes the Board of Directors of the District to levy a tax on the Property and any improvements constructed thereon in each year while any of the bonds, notes or other obligations payable in whole or in part from taxation are outstanding. VII. This Petition shall further be considered the consent and authorization of the Petitioner, its successors and assigns, for the Property and all improvements now existing or to be constructed thereon, to be taxed uniformly and equally on an ad valorem basis with all other taxable property within the District for the payment of principal and interest on the District's bonds which may be issued by the Board of Directors upon the terms and conditions such bonds may be voted. WHEREFORE, the Petitioner prays that this Petition be granted; that the land described in Exhibit "A" be added to and become a part of the District; that this Petition, if granted, be filed for record and be recorded in the Office of the County Clerk of Denton County, Texas, and that the Petitioner be granted any other relief to which it may be entitled. [The remainder of this page intentionally left blank.] Executed as of the THE STATE OF TEXAS COUNTY OF /WAS day of C�L � , �() /9. PETITIONER: McJUNKIN SIGNATURE HOMES LLC, a Texas limited liability company BY: CENTRE DEVELOPMENT CO., INC., a Texas Corp p ation, it,/ olanaging Member By: Name: Title: i Y,10L(//rics",/-"C;ft ervt- ACKNOWLEDGEMENT This instrument was acknowledged before me on this 44hday n CTD b e r , 2019 by Jacx. mcJUnwinJr.. Presi4-c,.cf- of Centre Development Co., Inc., Sole Managing Member of McJunkin Signature Homes LLC, a Texas limited liability company, on behalf of said limited liability company. J�'CPpV PGe,�� DRAGANA P ALPERIN Notary Public, State of Texas 9j :40.4• -:Comm. Expires 02-25-2022 — t{ivO% Notary ID 129724967 Notary Pu is in and for the State of Texas Exhibit "A" to Petition for Annexation Description of Property Exhibit A BEING all of that certain lot, tract or parcel of land situated in the J_ MICHAEL SURVEY, ABSTRACT NO. 821 of the Town of Trophy Club, Denton County, Texas, and being all of that same tract of land described in deed to Janes A. Venable and wife, Paula Venable, recorded in Volume 397, Page 548 of the Deed Records of Denton County, Texas, and said tract being more particularly described as follows: BEGINNING at a 1/2" iron rod found at the southeast corner of Lot 1, Block 3 (Open Space) of Villas of Hogan's Glen — Phase Il; an addition to the Town of Trophy Club, Texas, recorded in Document No. 2015-153 of the Plat Records of Denton County, Texas; said point being in the north R.O.W. line of Meadowbrook Lane (a 50' R.O.W.); THENCE N 00°21'04" W, 209.01' along the east line of Lot 1, Block 3 (Open Space) of said Villas of Hogan's Glen - Phase II addition to a 5/8" iron rod set for corner in the south line of Lot 1, Block 1 of Trophy Club Section 14, an addition to the Town of Trophy Club, Texas, recorded in Cabinet M, Slide 327 of the Plat Records of Deuton County, Texas; THENCE N 89°34'44" E, 210.14' along the south line of Lots 1, 2 and 3, Block 1 of said Trophy Club Section 14 addition to a 5/8" iron rod set at the northwest corner of Lot 1368 of Trophy Club Section 11, an addition to the Town of Trophy Club, Texas, recorded in Cabinet B, Slide 246 of the Plat Records of Denton County, Texas; THENCE S 00°02'14" E, 209.01' along the west line of Lots 1368 and 1367 of said Trophy Club Section 11 addition to a 5/8" iron rod. set for corner in the north line of Meadowbrook Lane; THENCE S 89°34'44" W, 209.00' along the north line of Meadowbrook Lane to the Point of Beginning and containing 43,801.18 feet or 1.0055 acres of land Exhibit "B" to Petition for Annexation Town Consent Ordinance/Resolution TOWN OF TROPHY CLUB, TEXAS RESOLUTION NO. 2019-34 A RESOLUTION OF THE TOWN OF TROPHY CLUB, TEXAS PROVIDING THE WRITTEN CONSENT OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB TO THE INCLUSION OF AN APPROXIMATE 1.0055 ACRE TRACT OF LAND SITUATED IN THE J. MICHAEL SURVEY, ABSTRACT NO. 821, DENTON COUNTY, TEXAS, AND BEING ALL OF THAT CERTAIN TRACT OF LAND, CONVEYED BY DEED TO MCJUNKIN SIGNATURE HOMES, LLC, RECORDED IN COUNTY CLERK'S FILE NO. 2019-92033, DEED RECORDS, DENTON COUNTY, TEXAS LOCATED WITHIN THE CORPORATE LIMITS OF THE TOWN OF TROPHY CLUB, TEXAS AND BEING MORE FULLY DESCRIBED IN EXHIBIT "A" HERETO ("THE PROPERTY") TO BE ANNEXED INTO AND THEREAFTER INCLUDED WITHIN THE BOUNDARIES OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Chapter 54 of the Texas Water Code, at the request of McJunkin Signature Homes, LLC, the owners, (hereinafter the "Landowners") of an approximate 1.0055 acre tract of land situated in the J. Michael Survey, Abstract Number 821, Denton County, Texas, and located within the corporate limits of the Town of Trophy Club, Texas as more particularly described in Exhibit "A", (hereinafter the "Property') a copy of which is attached hereto and incorporated herein, have filed a petition to the Town of Trophy Club seeking the written consent of the Town Council to the annexation of the Property into the boundaries of Trophy Club Municipal Utility District No. 1 (hereinafter "MUD1"), a copy of the Landowner's petition is attached hereto and incorporated herein as Exhibit "B"; and WHEREAS, because the Property is located within the Town's corporate limits, Section 54.016 of the Texas Water Code requires that MUD1 obtain the written consent of the Town prior to the annexation of the Property into MUD1; and WHEREAS, a necessity exists and MUD1 will provide firefighting services to the Property; and WHEREAS, a necessity exists and MUD1 will provide for the construction, extension, improvement, maintenance, and operation of water and sewer services to the Property; and WHEREAS, the Town Council of the Town of Trophy Club determines it appropriate to adopt this Resolution authorizing consent to the inclusion of the Property into MUD1. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. That the matters set forth in the preamble hereof are true and correct and are hereby adopted. Section 2. That the Town Council of the Town of Trophy Club hereby finds that the Landowner has complied with all legal requirements to request consent to annexation of the Property and hereby specifically gives its written consent, as required by Section 54.016 of the Texas Water Code, to the inclusion of the Property identified in Exhibit "A", within MUD1 as requested in the Landowner's Petition, Exhibit "B". Section 3. This Resolution shall become effective 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, this 8th day of October 2019. ATTEST: d vUmQttr> Holly Fimbres, Town Secretary Town of T-roophy Club, Texas APPROVED TO AS FORM: (J/ dvid Dodd III, Town Attorney JTown of Trophy Club, Texas C. Nick Sandgs, Mayor Town of Trophy Club, Texas RES 2019-34 Page 2 of 2 EXHIBIT "A" LEGAL DESCRIPTION AND SURVEY 1.0055 ACRE TRACT Exhibit A BEING all of that certain lot, tract or parcel of land situated in the J_ MICHAEL SURVEY, ABSTRACT NO. 821 of the Town of Trophy Club, Denton County, Texas, and being all of that same tract of land described in deed to Janes A. Venable and wife, Paula Venable, recorded in Volume 397, Page 548 of the Deed Records of Denton County, Texas, and said tract being more particularly described as follows: BEGINNING at a 1/2" iron rod found at the southeast corner of Lot 1, Block 3 (Open Space) of Villas of Hogan's Glen — Phase Il; an addition to the Town of Trophy Club, Texas, recorded in Document No. 2015-153 of the Plat Records of Denton County, Texas; said point being in the north R.O.W. line of Meadowbrook Lane (a 50' R.O.W.); THENCE N 00°21'04" W, 209.01' along the east line of Lot 1, Block 3 (Open Space) of said Villas of Hogan's Glen - Phase II addition to a 5/8" iron rod set for corner in the south line of Lot 1, Block 1 of Trophy Club Section 14, an addition to the Town of Trophy Club, Texas, recorded in Cabinet M, Slide 327 of the Plat Records of Deuton County, Texas; THENCE N 89°34'44" E, 210.14' along the south line of Lots 1, 2 and 3, Block 1 of said Trophy Club Section 14 addition to a 5/8" iron rod set at the northwest corner of Lot 1368 of Trophy Club Section 11, an addition to the Town of Trophy Club, Texas, recorded in Cabinet B, Slide 246 of the Plat Records of Denton County, Texas; THENCE S 00°02'14" E, 209.01' along the west line of Lots 1368 and 1367 of said Trophy Club Section 11 addition to a 5/8" iron rod. set for corner in the north line of Meadowbrook Lane; THENCE S 89°34'44" W, 209.00' along the north line of Meadowbrook Lane to the Point of Beginning and containing 43,801.18 feet or 1.0055 acres of land z -Z4/cye~ o § 11 WU 64770 623 5 . | | 1 v _,_ ,e �)� `� k®i § & § ' � ) 1 y # ! -oh g s ,-.P0_.:«. \ 80 ;^ )100c116741001/31'Y q - Q \» aip % \ 0§ \z. k 9 { § § § EXHIBIT "B" PETITION TO ANNEX CERTAIN LAND INTO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 PETITION TO ANNEX CERTAIN LAND INTO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 STATE OF TEXAS COUNTY OF DENTON TO THE HONORABLE MAYOR AND TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: The undersigned ("Petitioner") is the owner of title to land more particularly described in the attached Exhibit "A" (the "Property") which is located within Denton County, Texas. Acting pursuant to provisions of Chapter 54, Texas Water Code, the undersigned respectfully petitions the Town Council of the Town of Trophy Club, Texas for its written consent for the annexation of the Property into the Trophy Club Municipal Utility District No. 1 (the "District") and would respectfully show the following: I. The Property proposed to be included within the District contains approximately 1. v ti -5 5 acres of land, more or less, situated in Denton County, Texas. The Property lies wholly within the incorporated limits of the Town of Trophy Club. II. Petitioner is the sole owner of the Property. The Property does not receive firefighting, water, or sewer services from the District at the present time. With Town Council's consent, annexation into the District would allow for these services to be provided. IV. A public necessity exists for the annexation of the Property into the District in order to provide firefighting services and to provide for the construction, extension, improvement, maintenance, and operation of water and sewer services so as to protect the health and welfare of the present and future users of the Property and adjacent properties. Page 1 of 2 THEREFORE, the Petitioner respectfully requests consent to the annexation of the Property into the District. RESPECTFULLY SUBMITTED this l3 day of i.) -k4^ , 2019. L1 Petitioner: M l�2(.1 �i ;�� c7w•.zs LL CompAy Lzw-re.. eve.1,20 I- (..c.9.11...;1.c.. By: Title: STATE OF TEXAS COUNTY OF DENTON Signature /,��/�► ((�/Beforeme,I I/then undersigned authority, � �'"on this day personally � appeared �G`. 6 " tLvi' ` T . , of Tliti X�t,l' l �l �1 n G,�W t f known tV me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of said , and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the )311 -' day of , 2019. ASHLEY OOBB Notary Public '/ STATE OF TEXAS +�" ID#128949236 My Comm. Exp. April 9, 2020 1 Notary, State of Texas Page 2 of 2 Exhibit "C" to Petition for Annexation Lienholder Consent CONSENT OF LIENHOLDER American National Bank & Trust has a lien on the property which is described on Exhibit "A" of the attached Petition for Addition of Certain Lands to Trophy Club Municipal Utility District No. 1 (the "Petition"). This lien arises from that certain promissory note in the original principal sum of $303,750.00 dated July 26, 2019, executed by McJunkin Signature Homes LLC. and payable to the order of American National Bank & Trust, payment of which note is secured by deed of trust of even date therewith recorded as Document No. 2019-92034 in the Official Public Records of Denton County, Texas. American National Bank & Trust consents to the inclusion of the Land into Trophy Club Municipal Utility District No. 1 and joins in the Petition. EXECUTED this r1k THE STATE OF Teas COUNTY OF bot.LLz1S day of 6 eil' .2okdi AMERICAN NATIONAL BANK & TRUST By: Name: 141 t I -4l i> -"p bi' 'D?J Title: r This instrument was ac,nowledg d before me on this 4+h day of 0 G+o%e r 2011 by K i .k AX4 17nps'an of American National Bank & Trust, on behalf of said bank. DRAGANA P ALPERIN : ,.Notary Public, State of Texas Comm. Expires 02-25-2022 '%;;;;1` % Notary ID 129724967 ' nm\d NIR V , du N (SEAL) Notary Public, at qf Texa$ 11 Printed Name: � N P. A���� l � My Commission Expires: 2- 25-2t722 MCJUNKIN SIGNATURE HOMES LLC CONSENT OF THE SOLE MANAGING MEMBER October 4, 2019 The undersigned, being the Sole Managing Member of McJunkin Signature Homes LLC, a Texas limited liability company (the "Company"), does hereby declare that upon signing this consent, the following resolutions shall then be consented to, approved, and adopted to the same extent and to have the same force and effect as if adopted at a special meeting of the Managing Member of the Company duly called and held for the purpose of acting upon proposals to adopt such resolutions: WHEREAS, the Company is owner of, among other real property, the real property located in Denton County, Texas, more particularly described on Exhibit A attached hereto (collectively, the "Annexed Property"), and desires that the Annexed Property be annexed (the "Annexation") into Trophy Club Municipal Utility District No. 1 of Denton and Tarrant Counties, Texas (the "District"); WHEREAS, in connection with the Annexation, the Company will be required to execute and deliver (i) a Petition for Annexation to the Board of Directors of the District (the "Board"), (ii) such other documents and items as may be required by the Board, the Attorney General, the TCEQ, or otherwise in order to accomplish the Annexation, and (iii) such other documents and items that the Authorized Officer (as defined below) may deem necessary or advisable and in the best interest of the Company in order to accomplish the Annexation (the deliverables described in subsections (i), (ii), and (iii), collectively, the "Annexation -Related Deliverables"); NOW, THEREFORE, BE IT RESOLVED, that Jack McJunkin, Jr., President of Centre Development Co., Inc. in turn the Sole Managing Member of the Company (the "Authorized Officer") be, and hereby is, authorized and directed to do any and all things deemed necessary or advisable and in the best interest of the Company in connection with the Annexation; FURTHER RESOLVED, that the Authorized Officer, on behalf of the Company, be, and hereby is, authorized and directed to execute and deliver, with such changes and additions as he deems appropriate, any and all documents deemed necessary or advisable in the name of the Company, to consummate the Annexation and deliver the Annexation -Related Deliverables; FURTHER RESOLVED, that the Authorized Officer, on behalf of the Company, be, and hereby is authorized and directed to (a) sign, execute, certify to, verify and acknowledge, deliver, accept, file and record any and all other instruments and documents (including any and all Annexation -Related Deliverables), and (b) take, or cause to be taken, any and all such action, in the name and on behalf of the Company, as, in his judgment as President of the Company, is necessary, desirable or appropriate in order to consummate the Annexation and deliver the Annexation -Related Deliverables by or otherwise to effect the purposes of the foregoing resolutions; FURTHER RESOLVED, that the Annexation and the Annexation -Related Deliverables are reasonably expected to benefit the Company, both directly and indirectly; FURTHER RESOLVED, that any actions taken prior to the time in which this consent is actually signed and within the terms of these resolutions are hereby ratified, certified and adopted in all respects. [Signature Page Follows.] 2 IN WITNESS WHEREOF, the undersigned, being the Sole Managing Member of the Company, has executed this consent as of the date first above written. SOLE MANAGING MEMBER: CENTRE DEVELOPMENT CO., INC., a Texas • ru o ration By: Name: Title: 3 Ja P-7 C�� ✓�, f� (!� / J PreLe4 EXHIBIT "A" LEGAL DESCRIPTION AND SURVEY 1.0055 ACRE TRACT Exhibit A BEING all of that certain lot, tract or parcel of land situated in the J_ MICHAEL SURVEY, ABSTRACT NO. 821 of the Town of Trophy Club, Denton County, Texas, and being all of that same tract of land described in deed to James A. Venable and wife, Paula Venable, recorded in Volume 397, Page 548 of the Deed Records of Denton County, Texas, and said tract being more particularly described as follows: BEGINNING at a 1/2" iron rod found at the southeast comer of Lot 1, Block 3 (Open Space) of Villas of Hogan's Glen — Phase II, an addition to the Town of Trophy Club, Texas, recorded in Document No. 2015-153 of the Plat Records of Denton County, Texas; said point being in the north R.O.W. line of Meadowbrook Lane (a 50' R.O.W.); THENCE N 00°21'04" W, 209.01' along the east line of Lot 1, Block 3 (Open Space) of said Villas of Hogan's Glen - Phase II addition to a 5/8" iron rod set for corner in the south line of Lot 1, Block 1 of Trophy Club Section 14, an addition to the Town of Trophy Club, Texas, recorded in Cabinet M, Slide 327 of the Plat Records of Denton County, Texas; THENCE N 89°34'44" E, 210.14' along the south line of Lots 1, 2 and 3, Block 1 of said Trophy Club Section 14 addition to a 5/8" iron rod set at the northwest comer of Lot 1368 of Trophy Club Section 11, an addition to the Town of Trophy Club, Texas, recorded in Cabinet B, Slide 246 of the Plat Records of Denton County, Texas; THENCE S 00°02' 14" E, 209.01' along the west line of Lots 1368 and 1367 of said Trophy Club Section 11 addition to a 5/8" iron rod set for corner in the north line of Meadowbrook Lane; THENCE S 89°34'44" W, 209.00' along the north line of Meadowbrook Lane to the Point of Beginning and containing 43,801.18 feet or 1.0055 acres of land. {SGFL C File: 00752172.DOCX} 31 WCIN/TY MAP BLOCK 1 VILLAS OF HOGAWS GLEN -PHASE // DOC. NO. 2015-153 P.R.D. C. T LOT 2 LEGEND LOT 1 KATE LANE (A 50' R.O. N!) LOT 2 LOT 1 EAST 10' UTILITY EASEMENT DOC. NO. 2015-153 P.R.D.C.T. I'P GW L _ �IDE�, N1 (A 50 pLAGE LOT 1 LOT 2 LOT 1, BLOCK 3 (OPEN SPACE) VILLAS OF HOGA S GLEN -PHASE // DOC. NO. 201 -153 PR.D. C T _ ET 5/8" I; 0,41 POYER NE i(1-89.34'44" rn PP :43,801. cp <cs 697- o� ®-� fie. `_ LOT 3 / BLOC// TROPHY CLUB CAB.M,SLIr'$. / —10' DRAINAGE & U11UTY EASEMENT / CAB. M, SLD. 327 P.R.D.C.T. / ,1 41, IOC TZ -NCC 11 {yvcv FENLF , - 210.14' 50. FT. OR 1.00 BLOCK .2 VILLAS OF HOGAN S :GLEN -PHASE // DOC. NO. 2015-1,3 P.R.D. C. T. LOT 15 R.O.W. RIGHT—OF—WAY D.R.D.C.T. DEED RECORDS, DENTON COUNTY, TEXAS P.R.D.C.T. PLAT RECORDS, DENTON COUNTY, TEXAS DOC. DOCUMENT NO. NUMBER CAB. CABINET SLD. SLIDE FD. FOUND I.R. IRON ROD CBL CABLE PEDESTAL C/L CHAIN LINK BLDG. BUILDING WM WATER METER WV WATER VALVE GW GUY WIRE 0/H OVERHEAD LP LIGHT POLE GM GAS METER SAN MH SANITARY SEWER MANHOLE STM MH STORM SEWER MANHOLE PP POWER POLE FH FIRE HYDRANT CO CLEANOUT T TRANSFORMER CONC. CONCRETE FD. 1/2" 1.R» .FRAME BL0d x 10" HACK 16" PECAN 5 ACRES O 11 40" OAK 8" CEDAR 8" CEDAR 6626. 30' OAK W C AK - LOT 1366 BEG/ N/NG PO/NT ,ET 5/8" I.R. co S 89°34'44" 209,.4)' CA FENCE 6�Q MEADOWBROOK\LANE (A 50'ROW) LOT 1365 x SFr tt i /8" / i1 SECT/ON 14 3'7 P. R. D. C. T. 1 0 30 60 90 GRAPH/C SCALE: 1 " = 30' _ 0.6• N FT 5/8" I.R. ( LOT 1364 TROPHY CLUB SECT/ON 11 CAB. 8, SLD. 246 P. R. D. C. T. 1/2" LR 0' Cps LOT 1368 LOT 1367 FFD. 1/2" I.R. LOT 1363 0 Op SBM BENCHMARK: SQUARE CUT FOUND IN CURB. ELEV. 621.84 PROPERTY DESCRIPTION BEING all of that certain lot, tract or parcel of land situated in the J. MICHAEL SURVEY, ABSTRACT NO. 821 of the Town of Trophy Club, Denton County, Texas, and being all of that same tract of land described in deed to James A. Venable and wife, Paula Venable, recorded in Volume 397, Page 548 of the Deed Records of Denton County, Texas, and said tract being more particularly, described as follows: BEGINNING at a 5/8" iron rod set at the southeast corner of Lot 1, Block 3 (Open Space) of Villas of Hogan's Glen—Phase II, an addition to the Town of Trophy Club, Texas, recorded in Document No. 2015-153 of the Plat Records of Denton County, Texas; said point being in the north R.O.W. line of Meadowbrook Lane (a 50' R.O.W.); THENCE N 00'21'04" W, 209.01' along the east line of Lot 1, Block 3 (Open Space) of said Villas of Hogan's Glen—Phase II addition to a 5/8" iron rod set for corner in the south line of Lot 1, Block 1 of Trophy Club Section 14, an addition to the Town of Trophy Club, Texas, recorded in Cabinet M, Slide 327 of the Plat Records of Denton County, Texas; THENCE N 89'34'44" E, 210.14' along the south line of Lots 1, 2 and 3, Block 1 of said Trophy Club Section 14 addition to a 5/8" iron rod set at the northwest corner of Lot 1368 of Trophy Club Section 11, an addition to the Town of Trophy Club, Texas, recorded in Cabinet B, Slide 246 of the Plat Records of Denton County, Texas; THENCE S 00'02'14" E, 209.01' along the west line of Lots 1368 and 1367 of said Trophy Club Section 11 addition to a 5/8" iron rod set for corner in the north line of Meadowbrook Lane; THENCE S 89'34'44" W, 209.00' along the the north line of Meadowbrook Lane to the Point of Beginning and containing 43,801.18 square feet or 1.0055 acres of land. To all interested parties: This is to certify that this map or plat and the survey on which it is based were made in accordance with the 2016 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, jointly established and adopted by ALTA and NSPS, and includes Items 1-5, 7(a), 8, 10(a), 11, 13, 14, 16, 17 & 18 of Table A thereof. The field work was completed on 07/31/19 REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5111 General Survey Notes: 1. This survey was made in accordance with laws and/or Minimum Standards of the State of Texas. 2. Said described property is located within an area having a Zone Designation X by the Federal Emergency Management Agency (FEMA), on Flood Insurance Rate Map No. 48121C0660G, with a date of identification of 04/18/11, for Community No. 481606, in Denton County, State of Texas, which is the current Flood Insurance Rate Map for the community in which said premises is situated. 3. The Property has direct access to Meodowbrook Lane, a dedicated public streets. 4. There is no observed evidence of current earth moving work, building construction or building 5. There is no observed evidence of recent street or sidewalk construction or repairs. 6. There is no observed evidence of site use as a solid waste dump, sump or sanitary landfill. 7. No apparent wetlands are located on the subject property according to the U.S. Fish and Wildlife Service National Wetlands Inventory located at www.fws.gov/wetlands. 8. Reference Bearing for the east line of Lot 3, Block 3 (Open Space) of Villas of Hogan's Glen—Phase II, N 00'21'04" W, per plat recorded in Document No. 2015-153 P.R.D.C.T. additions. ALTA/N5P5 LAND RILE SURVEY OF A TRACT OF LAND SITUATED IN THE J. MICHAEL SURVEY, ABSTRACT NO. 821, TOWN OF TROPHY CLUB, DENTON COUNTY, TEXAS. DAV/S LAND SURVEY/NG CO., /NC. 9777 FERGUSON ROAD, SU/TE 1 05 dIsci@sbcglobal.net DALLAS, TEXAS 75228 2 1 4-321 —0569 DATE: 07/25/19 JOB NO. 19059 FIRM REG. NO. 10009600 PROPERTY FIELD REVIEW CARD 2020 DENTON CENTRAL APPRAISAL DISTRICT D 2019 VALUES T p ri O [. PGO g a 000. n Z :r n o •0 1,1,7 0. 11 11 e 11 ISED VALUE METHOD: 8888 8 8 o 0 0 CHIEF APPRAISER 61 40 20 0c TL { 88 gag 0 J MCJUNKIN SIGNATURE HOME 56 MEADOWBROOK LN , TX 76262-5638 R 2. 1.0 ACRES. OLD DCAD TR W (1) CC0 0 0 LL J O Lo W CO J U Qo 1–c 0 u L - E ❑ F LL ❑W Q Z z z FFF co 7 7 hi cr c0 za z � w v. 2 o 0 a 0C 11464 64 62 0 05 a.= M 7 a0*�! m N O d . C1 N N ? 51- • w 38. N N ❑ m •< o o c a 6 !1'8 c 1,02 8 li 8 0 0 e a ...82 O 0 0 • 0 0 88 Rz ,aZ 8o","LL a LL c > s b .7212 0 a g a 0. 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Powered By: <True Prodigy> Created By: erin.berry@dentoncad.com Date Printed: May 12. 2020 19:28 Effective Date of Appraisal: January TOWN OF TROPHY CLUB, TEXAS RESOLUTION NO. 2019-34 A RESOLUTION OF THE TOWN OF TROPHY CLUB, TEXAS PROVIDING THE WRITTEN CONSENT OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB TO THE INCLUSION OF AN APPROXIMATE 1.0055 ACRE TRACT OF LAND SITUATED IN THE J. MICHAEL SURVEY, ABSTRACT NO. 821, DENTON COUNTY, TEXAS, AND BEING ALL OF THAT CERTAIN TRACT OF LAND, CONVEYED BY DEED TO MCJUNKIN SIGNATURE HOMES, LLC, RECORDED IN COUNTY CLERK'S FILE NO. 2019-92033, DEED RECORDS, DENTON COUNTY, TEXAS LOCATED WITHIN THE CORPORATE LIMITS OF THE TOWN OF TROPHY CLUB, TEXAS AND BEING MORE FULLY DESCRIBED IN EXHIBIT "A" HERETO ("THE PROPERTY") TO BE ANNEXED INTO AND THEREAFTER INCLUDED WITHIN THE BOUNDARIES OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Chapter 54 of the Texas Water Code, at the request of McJunkin Signature Homes, LLC, the owners, (hereinafter the "Landowners") of an approximate 1.0055 acre tract of land situated in the J. Michael Survey, Abstract Number 821, Denton County, Texas, and located within the corporate limits of the Town of Trophy Club, Texas as more particularly described in Exhibit "A", (hereinafter the "Property') a copy of which is attached hereto and incorporated herein, have filed a petition to the Town of Trophy Club seeking the written consent of the Town Council to the annexation of the Property into the boundaries of Trophy Club Municipal Utility District No. 1 (hereinafter "MUD1"), a copy of the Landowner's petition is attached hereto and incorporated herein as Exhibit "B"; and WHEREAS, because the Property is located within the Town's corporate limits, Section 54.016 of the Texas Water Code requires that MUD1 obtain the written consent of the Town prior to the annexation of the Property into MUD1; and WHEREAS, a necessity exists and MUD1 will provide firefighting services to the Property; and WHEREAS, a necessity exists and MUD1 will provide for the construction, extension, improvement, maintenance, and operation of water and sewer services to the Property; and WHEREAS, the Town Council of the Town of Trophy Club determines it appropriate to adopt this Resolution authorizing consent to the inclusion of the Property into MUD1. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. That the matters set forth in the preamble hereof are true and correct and are hereby adopted. Section 2. That the Town Council of the Town of Trophy Club hereby finds that the Landowner has complied with all legal requirements to request consent to annexation of the Property and hereby specifically gives its written consent, as required by Section 54.016 of the Texas Water Code, to the inclusion of the Property identified in Exhibit "A", within MUD1 as requested in the Landowner's Petition, Exhibit "B". Section 3. This Resolution shall become effective 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, this 8th day of October 2019. ATTEST: d vUmQttr> Holly Fimbres, Town Secretary Town of T-roophy Club, Texas APPROVED TO AS FORM: (J/ dvid Dodd III, Town Attorney JTown of Trophy Club, Texas C. Nick Sandgs, Mayor Town of Trophy Club, Texas RES 2019-34 Page 2 of 2 EXHIBIT "A" LEGAL DESCRIPTION AND SURVEY 1.0055 ACRE TRACT Exhibit A BEING all of that certain lot, tract or parcel of land situated in the J_ MICHAEL SURVEY, ABSTRACT NO. 821 of the Town of Trophy Club, Denton County, Texas, and being all of that same tract of land described in deed to Janes A. Venable and wife, Paula Venable, recorded in Volume 397, Page 548 of the Deed Records of Denton County, Texas, and said tract being more particularly described as follows: BEGINNING at a 1/2" iron rod found at the southeast corner of Lot 1, Block 3 (Open Space) of Villas of Hogan's Glen — Phase Il; an addition to the Town of Trophy Club, Texas, recorded in Document No. 2015-153 of the Plat Records of Denton County, Texas; said point being in the north R.O.W. line of Meadowbrook Lane (a 50' R.O.W.); THENCE N 00°21'04" W, 209.01' along the east line of Lot 1, Block 3 (Open Space) of said Villas of Hogan's Glen - Phase II addition to a 5/8" iron rod set for corner in the south line of Lot 1, Block 1 of Trophy Club Section 14, an addition to the Town of Trophy Club, Texas, recorded in Cabinet M, Slide 327 of the Plat Records of Deuton County, Texas; THENCE N 89°34'44" E, 210.14' along the south line of Lots 1, 2 and 3, Block 1 of said Trophy Club Section 14 addition to a 5/8" iron rod set at the northwest corner of Lot 1368 of Trophy Club Section 11, an addition to the Town of Trophy Club, Texas, recorded in Cabinet B, Slide 246 of the Plat Records of Denton County, Texas; THENCE S 00°02'14" E, 209.01' along the west line of Lots 1368 and 1367 of said Trophy Club Section 11 addition to a 5/8" iron rod. set for corner in the north line of Meadowbrook Lane; THENCE S 89°34'44" W, 209.00' along the north line of Meadowbrook Lane to the Point of Beginning and containing 43,801.18 feet or 1.0055 acres of land z -Z4/cye~ o § 11 WU 64770 623 5 . | | 1 v _,_ ,e �)� `� k®i § & § ' � ) 1 y # ! -oh g s ,-.P0_.:«. \ 80 ;^ )100c116741001/31'Y q - Q \» aip % \ 0§ \z. k 9 { § § § Exhibit "B" to Resolution Consenting to Annexation PETITION TO ANNEX CERTAIN LAND INTO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 STATE OF TEXAS COUNTY OF DENTON TO THE HONORABLE MAYOR AND TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: The undersigned ("Petitioner") is the owner of title to land more particularly described in the attached Exhibit "A" (the "Property") which is located within Denton County, Texas. Acting pursuant to provisions of Chapter 54, Texas Water Code, the undersigned respectfully petitions the Town Council of the Town of Trophy Club, Texas for its written consent for the annexation of the Property into the Trophy Club Municipal Utility District No. 1 (the "District") and would respectfully show the following: I. The Property proposed to be included within the District contains approximately 1. v ti -5 5 acres of land, more or less, situated in Denton County, Texas. The Property lies wholly within the incorporated limits of the Town of Trophy Club. II. Petitioner is the sole owner of the Property. The Property does not receive firefighting, water, or sewer services from the District at the present time. With Town Council's consent, annexation into the District would allow for these services to be provided. IV. A public necessity exists for the annexation of the Property into the District in order to provide firefighting services and to provide for the construction, extension, improvement, maintenance, and operation of water and sewer services so as to protect the health and welfare of the present and future users of the Property and adjacent properties. Page 1 of 2 THEREFORE, the Petitioner respectfully requests consent to the annexation of the Property into the District. RESPECTFULLY SUBMITTED this l3 day of i.) -k4^ , 2019. L1 Petitioner: M l�2(.1 �i ;�� c7w•.zs LL CompAy Lzw-re.. eve.1,20 I- (..c.9.11...;1.c.. By: Title: STATE OF TEXAS COUNTY OF DENTON Signature /,��/�► ((�/Beforeme,I I/then undersigned authority, � �'"on this day personally � appeared �G`. 6 " tLvi' ` T . , of Tliti X�t,l' l �l �1 n G,�W t f known tV me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of said , and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the )311 -' day of , 2019. ASHLEY OOBB Notary Public '/ STATE OF TEXAS +�" ID#128949236 My Comm. Exp. April 9, 2020 1 Notary, State of Texas Page 2 of 2 CERTIFICATE FOR ORDER THE STATE OF TEXAS COUNTIES OF DENTON AND TARRANT I, the undersigned officer of the Board of Directors of Trophy Club Municipal Utility District No. 1 hereby certify as follows: 1. The Board of Directors of Trophy Club Municipal Utility District No. 1 convened in a special meeting on October 21 2019 at the regular meeting place inside the boundaries of the District, and the roll was called of the duly constituted officers and members of the Board, to -wit: Gregory Wilson President William C. Rose Vice President Steve Flynn Secretary/Treasurer Kelly Castonguay Director Mark A. Chapman Director and all of said persons were present except thus constituting a quorum. Whereupon, among other business, the following was transacted at the meeting: a written ORDER GRANTING PETITION FOR ADDITION OF CERTAIN LANDS TO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 was introduced for the consideration of the Board. It was then duly moved and seconded that the Order be adopted; and, after due discussion, the motion, carrying with it the adoption of the Order, prevailed and carried by the following vote: Ayes: 5 Nays: (� Abstentions: (2) That a true, full and correct copy of the aforesaid Order was adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Order has been duly recorded in the Board's minutes of the meeting; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the Board as indicated therein; that each of the officers and members of the Board was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid meeting, that the Order would be introduced and considered for adoption at the meeting, and each of the officers and members consented, in advance, to the holding of the meeting for such purpose; that the meeting was open to the public as required by law; and that public notice of the time, place and subject of the meeting was given as required by Chapter 551, Texas Government Code, and Section 49.063, Texas Water Code. SIGNED AND SEALED on this 21st day of October 2019. Steve Flynn Secretary, Board of Directors 2 ORDER NO. 2019-1021A AN ORDER GRANTING PETITION FOR ADDITION OF CERTAIN LANDS TO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 THE STATE OF TEXAS COUNTIES OF DENTON AND TARRANT § WHEREAS, there has been filed by Mclunkin Signature Homes, LLC ("Petitioner") with the Board of Directors of Trophy Club Municipal Utility District No. 1 (the "District") a petition requesting that the lands therein described be added to and included in the District (the "Petition"), pursuant to Sec. 49.301 of the Texas Water Code, as amended, which Petition is attached hereto as Exhibit "A" and incorporated herein for all purposes; WHEREAS, the Petition has been signed and executed by the owner of the land described in the Petition (the "Property") in the manner provided by law for the conveyance of real estate; WHEREAS, the Petition provides that the Petitioner agrees to assume its share of the outstanding bonds, notes or other voted obligations and the voted but unissued bonds payable in whole or in part from taxation of the District and to authorize the Board of Directors of the District to levy a tax on the Property in each year while any of the bonds, notes or other obligations payable in whole or in part from taxation are outstanding in order to pay its share of the indebtedness; WHEREAS, all lienholders on the Property have joined and consented to the annexation of the Property by the District. Such lienholder consent is attached as Exhibit "B" to the Petition; WHEREAS, the Property is located in the corporate boundaries of the Town of Trophy Club, 'Texas. Attached as Exhibit "C" to the Petition is a Resolution adopted by the Town Council of the Town of Trophy Club consenting to the inclusion of the Property by annexation into the District in accordance with Section 42.042 of the Local Government Code and Section 54.016 of the Texas Water Code; 3 WHEREAS, on October 21, 2019, the Board of Directors of the District heard and considered the Petition; and WHEREAS, the Board of Directors acting pursuant to the Petition and after consideration thereof, finds and determines that it is proper and in the best interest of the District that the Property be added to and included in the District; NOW, THEREFORE, BE IT ORDERED BY THE BOARD OF DIRECTORS OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 THAT: Section 1. The statements and facts contained in the preamble of this Order are determined to be true and correct, are hereby adopted as findings of fact and are hereby made a part of this Order. Section 2. It is officially found and determined that the Town of Trophy Club has consented to the annexation of the Property into the corporate boundaries of the District pursuant to and in accordance with Section 54.016. Texas Water Code, and Section 42.042, Texas Local Government Code; that Petitioner is the owner of fee simple title to the Property; and the Petition has been signed and executed in the manner provided by law for the conveyance of real estate; that all lienholders have joined the Petition and consented to the annexation of the Property by the District; that it will be feasible, practicable, and to the advantage of the District for the Property to be added to and included in the District; and that the water and wastewater systems and other improvements are sufficient to supply the Property without injuring land already in the District; and that Petitioner has agreed, and it is hereby provided, that from and after this addition of the Property to the District, the Petitioner and the Property shall assume their share (if any) of the outstanding bonds, notes, and other obligations of the District, pro rata with all other property in the District, according to the taxable value of the Property, and the District and its governing body shall levy an ad valorem tax on the Property each year while any of the bonds, notes, or other obligations of the District payable in whole or in part from taxation are outstanding to pay their share of the indebtedness. 4 Section 3. The Petition is hereby granted, and the Property therein described is hereby added to and included in Trophy Club Municipal Utility District No. 1. Section 4. It is hereby ordered that this Order, and the approved Petition, shall be filed for record in the office of the county clerk for Denton County, Texas. Section 5. It is hereby ordered that a certified copy of this Order changing the boundaries of the District, together with an updated boundary map of the District be filed with the executive director of the Texas Commission on Environmental Quality in accordance with 30 TAC §293.11(a). [The remainder of this page intentionally left blank.] 5 PASSED AND APPROVED to be effective as of this I day of -1()100.1( , 2019. Gregory Wilson, President Board of Directors Trophy Club Municipal Utility District No. 1 ATTEST: Steve Flynn, Secr+ taryV Board ofr Trok\�i ���� J� /q}!/%lity District No. 1 • PRANTC,•,9� 1T tiCSEA0666 =CC•0 •0— • �1—•Y •�� • •� co TE • / TQ l./4 /Ty p1S�\G//at/in 111101 THE STATE OF TEXAS COUNTY OF D_N /..4This instrument was acknowledged before me on tr'-LQ� �1 15k 2019, by �►►rl, President of the Board of Directors of Trophy Club Municipal Utility Municipal Utility District No. 1. Dista o. 1 and k10 -1 ,) , Secretary of the Board of Directors of Trophy Club LAURIE SLAGHT �otary Public, State of Texas fir' • P; omm, Expires 01-19-2020 °n,°,%%%%%% Notary ID 128720534 My Commission expires: 6 • /4. Notary Public, Stall f Texas Return Recorded Document To: Laurie Slaght, District Secretary Trophy Club Municipal Utility District No. 1 100 Municipal Drive Trophy Club, Texas 76262 7 Exhibit "A" to Order Granting Petition for Addition of Land PETITION FOR ADDITION OF CERTAIN LANDS TO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 TO THE BOARD OF DIRECTORS OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1: McJunkin Signature Homes LLC, a Texas limited liability company (referred to herein as "Petitioner"), acting pursuant to the provisions of Section 49.301, Texas Water Code, hereby petitions the Board of Directors of Trophy Club Municipal Utility District No. 1 (hereinafter the "District"), to add to and include in the District the land described in Exhibit "A" hereto. In support of this Petition, the Petitioner represents, covenants, and agrees as follows: I. Section 1: The land sought to be added to the District contains approximately 1.0055 acres located entirely within Denton County, Texas, and is accurately described in Exhibit "A" attached hereto and incorporated herein for all purposes (the "Property"). II. Fee -simple title and full ownership of the Property is vested in Petitioner. III. All lienholders have consented to the inclusion of the Property into the boundaries of the District. Attached hereto as Exhibit "C" is a true and correct copy of the lienholder consent to annexation and inclusion of the Property into the boundaries of the District. IV. There are no resident qualified voters residing within the Property. V. The land lies within the corporate boundaries of the Town of Trophy Club (the "Town"). A petition to the Town requesting its consent to the annexation of the Property has been submitted to the Town, and the Town Council has adopted a resolution or ordinance consenting to the inclusion of the land into the District. A copy of the resolution or ordinance consenting to the inclusion of the Property into the District by annexation is attached hereto as Exhibit "B". VI. This Petition shall constitute an election on the part of the Petitioner, its successors and assigns, for the Property and any improvements which are now or may hereafter be constructed thereon to become liable for all present and future debts of the District in the same manner and to the same extent as other lands and improvements in the District are liable for the District's debts. Petitioner hereby assumes its share of the outstanding bonds, notes or other obligations and the voted but unissued tax bonds of the District and authorizes the Board of Directors of the District to levy a tax on the Property and any improvements constructed thereon in each year while any of the bonds, notes or other obligations payable in whole or in part from taxation are outstanding. VII. This Petition shall further be considered the consent and authorization of the Petitioner, its successors and assigns, for the Property and all improvements now existing or to be constructed thereon, to be taxed uniformly and equally on an ad valorem basis with all other taxable property within the District for the payment of principal and interest on the District's bonds which may be issued by the Board of Directors upon the terms and conditions such bonds may be voted. WHEREFORE, the Petitioner prays that this Petition be granted; that the land described in Exhibit "A" be added to and become a part of the District; that this Petition, if granted, be filed for record and be recorded in the Office of the County Clerk of Denton County, Texas, and that the Petitioner be granted any other relief to which it may be entitled. [The remainder of this page intentionally left blank.] Executed as of the THE STATE OF TEXAS COUNTY OF /WAS day of C�L � , �() /9. PETITIONER: McJUNKIN SIGNATURE HOMES LLC, a Texas limited liability company BY: CENTRE DEVELOPMENT CO., INC., a Texas Corp p ation, it,/ olanaging Member By: Name: Title: i Y,10L(//rics",/-"C;ft ervt- ACKNOWLEDGEMENT This instrument was acknowledged before me on this 44hday n CTD b e r , 2019 by Jacx. mcJUnwinJr.. Presi4-c,.cf- of Centre Development Co., Inc., Sole Managing Member of McJunkin Signature Homes LLC, a Texas limited liability company, on behalf of said limited liability company. J�'CPpV PGe,�� DRAGANA P ALPERIN Notary Public, State of Texas 9j :40.4• -:Comm. Expires 02-25-2022 — t{ivO% Notary ID 129724967 Notary Pu is in and for the State of Texas Exhibit "A" to Petition for Annexation Description of Property Exhibit A BEING all of that certain lot, tract or parcel of land situated in the J_ MICHAEL SURVEY, ABSTRACT NO. 821 of the Town of Trophy Club, Denton County, Texas, and being all of that same tract of land described in deed to Janes A. Venable and wife, Paula Venable, recorded in Volume 397, Page 548 of the Deed Records of Denton County, Texas, and said tract being more particularly described as follows: BEGINNING at a 1/2" iron rod found at the southeast corner of Lot 1, Block 3 (Open Space) of Villas of Hogan's Glen — Phase Il; an addition to the Town of Trophy Club, Texas, recorded in Document No. 2015-153 of the Plat Records of Denton County, Texas; said point being in the north R.O.W. line of Meadowbrook Lane (a 50' R.O.W.); THENCE N 00°21'04" W, 209.01' along the east line of Lot 1, Block 3 (Open Space) of said Villas of Hogan's Glen - Phase II addition to a 5/8" iron rod set for corner in the south line of Lot 1, Block 1 of Trophy Club Section 14, an addition to the Town of Trophy Club, Texas, recorded in Cabinet M, Slide 327 of the Plat Records of Deuton County, Texas; THENCE N 89°34'44" E, 210.14' along the south line of Lots 1, 2 and 3, Block 1 of said Trophy Club Section 14 addition to a 5/8" iron rod set at the northwest corner of Lot 1368 of Trophy Club Section 11, an addition to the Town of Trophy Club, Texas, recorded in Cabinet B, Slide 246 of the Plat Records of Denton County, Texas; THENCE S 00°02'14" E, 209.01' along the west line of Lots 1368 and 1367 of said Trophy Club Section 11 addition to a 5/8" iron rod. set for corner in the north line of Meadowbrook Lane; THENCE S 89°34'44" W, 209.00' along the north line of Meadowbrook Lane to the Point of Beginning and containing 43,801.18 feet or 1.0055 acres of land Exhibit "B" to Petition for Annexation Town Consent Ordinance/Resolution TOWN OF TROPHY CLUB, TEXAS RESOLUTION NO. 2019-34 A RESOLUTION OF THE TOWN OF TROPHY CLUB, TEXAS PROVIDING THE WRITTEN CONSENT OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB TO THE INCLUSION OF AN APPROXIMATE 1.0055 ACRE TRACT OF LAND SITUATED IN THE J. MICHAEL SURVEY, ABSTRACT NO. 821, DENTON COUNTY, TEXAS, AND BEING ALL OF THAT CERTAIN TRACT OF LAND, CONVEYED BY DEED TO MCJUNKIN SIGNATURE HOMES, LLC, RECORDED IN COUNTY CLERK'S FILE NO. 2019-92033, DEED RECORDS, DENTON COUNTY, TEXAS LOCATED WITHIN THE CORPORATE LIMITS OF THE TOWN OF TROPHY CLUB, TEXAS AND BEING MORE FULLY DESCRIBED IN EXHIBIT "A" HERETO ("THE PROPERTY") TO BE ANNEXED INTO AND THEREAFTER INCLUDED WITHIN THE BOUNDARIES OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Chapter 54 of the Texas Water Code, at the request of McJunkin Signature Homes, LLC, the owners, (hereinafter the "Landowners") of an approximate 1.0055 acre tract of land situated in the J. Michael Survey, Abstract Number 821, Denton County, Texas, and located within the corporate limits of the Town of Trophy Club, Texas as more particularly described in Exhibit "A", (hereinafter the "Property') a copy of which is attached hereto and incorporated herein, have filed a petition to the Town of Trophy Club seeking the written consent of the Town Council to the annexation of the Property into the boundaries of Trophy Club Municipal Utility District No. 1 (hereinafter "MUD1"), a copy of the Landowner's petition is attached hereto and incorporated herein as Exhibit "B"; and WHEREAS, because the Property is located within the Town's corporate limits, Section 54.016 of the Texas Water Code requires that MUD1 obtain the written consent of the Town prior to the annexation of the Property into MUD1; and WHEREAS, a necessity exists and MUD1 will provide firefighting services to the Property; and WHEREAS, a necessity exists and MUD1 will provide for the construction, extension, improvement, maintenance, and operation of water and sewer services to the Property; and WHEREAS, the Town Council of the Town of Trophy Club determines it appropriate to adopt this Resolution authorizing consent to the inclusion of the Property into MUD1. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. That the matters set forth in the preamble hereof are true and correct and are hereby adopted. Section 2. That the Town Council of the Town of Trophy Club hereby finds that the Landowner has complied with all legal requirements to request consent to annexation of the Property and hereby specifically gives its written consent, as required by Section 54.016 of the Texas Water Code, to the inclusion of the Property identified in Exhibit "A", within MUD1 as requested in the Landowner's Petition, Exhibit "B". Section 3. This Resolution shall become effective 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, this 8th day of October 2019. ATTEST: d vUmQttr> Holly Fimbres, Town Secretary Town of T-roophy Club, Texas APPROVED TO AS FORM: (J/ dvid Dodd III, Town Attorney JTown of Trophy Club, Texas C. Nick Sandgs, Mayor Town of Trophy Club, Texas RES 2019-34 Page 2 of 2 EXHIBIT "A" LEGAL DESCRIPTION AND SURVEY 1.0055 ACRE TRACT Exhibit A BEING all of that certain lot, tract or parcel of land situated in the J_ MICHAEL SURVEY, ABSTRACT NO. 821 of the Town of Trophy Club, Denton County, Texas, and being all of that same tract of land described in deed to Janes A. Venable and wife, Paula Venable, recorded in Volume 397, Page 548 of the Deed Records of Denton County, Texas, and said tract being more particularly described as follows: BEGINNING at a 1/2" iron rod found at the southeast corner of Lot 1, Block 3 (Open Space) of Villas of Hogan's Glen — Phase Il; an addition to the Town of Trophy Club, Texas, recorded in Document No. 2015-153 of the Plat Records of Denton County, Texas; said point being in the north R.O.W. line of Meadowbrook Lane (a 50' R.O.W.); THENCE N 00°21'04" W, 209.01' along the east line of Lot 1, Block 3 (Open Space) of said Villas of Hogan's Glen - Phase II addition to a 5/8" iron rod set for corner in the south line of Lot 1, Block 1 of Trophy Club Section 14, an addition to the Town of Trophy Club, Texas, recorded in Cabinet M, Slide 327 of the Plat Records of Deuton County, Texas; THENCE N 89°34'44" E, 210.14' along the south line of Lots 1, 2 and 3, Block 1 of said Trophy Club Section 14 addition to a 5/8" iron rod set at the northwest corner of Lot 1368 of Trophy Club Section 11, an addition to the Town of Trophy Club, Texas, recorded in Cabinet B, Slide 246 of the Plat Records of Denton County, Texas; THENCE S 00°02'14" E, 209.01' along the west line of Lots 1368 and 1367 of said Trophy Club Section 11 addition to a 5/8" iron rod. set for corner in the north line of Meadowbrook Lane; THENCE S 89°34'44" W, 209.00' along the north line of Meadowbrook Lane to the Point of Beginning and containing 43,801.18 feet or 1.0055 acres of land z -Z4/cye~ o § 11 WU 64770 623 5 . | | 1 v _,_ ,e �)� `� k®i § & § ' � ) 1 y # ! -oh g s ,-.P0_.:«. \ 80 ;^ )100c116741001/31'Y q - Q \» aip % \ 0§ \z. k 9 { § § § EXHIBIT "B" PETITION TO ANNEX CERTAIN LAND INTO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 PETITION TO ANNEX CERTAIN LAND INTO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 STATE OF TEXAS COUNTY OF DENTON TO THE HONORABLE MAYOR AND TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: The undersigned ("Petitioner") is the owner of title to land more particularly described in the attached Exhibit "A" (the "Property") which is located within Denton County, Texas. Acting pursuant to provisions of Chapter 54, Texas Water Code, the undersigned respectfully petitions the Town Council of the Town of Trophy Club, Texas for its written consent for the annexation of the Property into the Trophy Club Municipal Utility District No. 1 (the "District") and would respectfully show the following: I. The Property proposed to be included within the District contains approximately 1. v ti -5 5 acres of land, more or less, situated in Denton County, Texas. The Property lies wholly within the incorporated limits of the Town of Trophy Club. II. Petitioner is the sole owner of the Property. The Property does not receive firefighting, water, or sewer services from the District at the present time. With Town Council's consent, annexation into the District would allow for these services to be provided. IV. A public necessity exists for the annexation of the Property into the District in order to provide firefighting services and to provide for the construction, extension, improvement, maintenance, and operation of water and sewer services so as to protect the health and welfare of the present and future users of the Property and adjacent properties. Page 1 of 2 THEREFORE, the Petitioner respectfully requests consent to the annexation of the Property into the District. RESPECTFULLY SUBMITTED this l3 day of i.) -k4^ , 2019. L1 Petitioner: M l�2(.1 �i ;�� c7w•.zs LL CompAy Lzw-re.. eve.1,20 I- (..c.9.11...;1.c.. By: Title: STATE OF TEXAS COUNTY OF DENTON Signature /,��/�► ((�/Beforeme,I I/then undersigned authority, � �'"on this day personally � appeared �G`. 6 " tLvi' ` T . , of Tliti X�t,l' l �l �1 n G,�W t f known tV me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of said , and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the )311 -' day of , 2019. ASHLEY OOBB Notary Public '/ STATE OF TEXAS +�" ID#128949236 My Comm. Exp. April 9, 2020 1 Notary, State of Texas Page 2 of 2 Exhibit "C" to Petition for Annexation Lienholder Consent CONSENT OF LIENHOLDER American National Bank & Trust has a lien on the property which is described on Exhibit "A" of the attached Petition for Addition of Certain Lands to Trophy Club Municipal Utility District No. 1 (the "Petition"). This lien arises from that certain promissory note in the original principal sum of $303,750.00 dated July 26, 2019, executed by McJunkin Signature Homes LLC. and payable to the order of American National Bank & Trust, payment of which note is secured by deed of trust of even date therewith recorded as Document No. 2019-92034 in the Official Public Records of Denton County, Texas. American National Bank & Trust consents to the inclusion of the Land into Trophy Club Municipal Utility District No. 1 and joins in the Petition. EXECUTED this r1k THE STATE OF Teas COUNTY OF bot.LLz1S day of 6 eil' .2okdi AMERICAN NATIONAL BANK & TRUST By: Name: 141 t I -4l i> -"p bi' 'D?J Title: r This instrument was ac,nowledg d before me on this 4+h day of 0 G+o%e r 2011 by K i .k AX4 17nps'an of American National Bank & Trust, on behalf of said bank. DRAGANA P ALPERIN : ,.Notary Public, State of Texas Comm. Expires 02-25-2022 '%;;;;1` % Notary ID 129724967 ' nm\d NIR V , du N (SEAL) Notary Public, at qf Texa$ 11 Printed Name: � N P. A���� l � My Commission Expires: 2- 25-2t722 Denton County Juli Luke County Clerk '1 3-37' -2 )' 13:x` Instrument Number: 135069 Real Property Recordings ORDER Recorded On: October 24, 2019 10:17 AM Number of Pages: 24 " Examined and Charged as Follows: " Total Recording: $118.00 *********** THIS PAGE IS PART OF THE INSTRUMENT *********** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: Receipt Number: Recorded Date/Time: User: Station: 135069 20191024000171 October 24, 2019 10:17 AM Brandy F Station 41 Record and Return To: TROPHY CLUB MUD NO. 1 LAURIE SLAGHT, DISTRICT SECRETARY 100 MUNICIPAL DRIVE TROPHY CLUB TX 76262 STATE OF TEXAS COUNTY OF DENTON I hereby certify that this Instrument was FILED In the File Number sequence on the date/time printed hereon, and was duly RECORDED in the Official Records of Denton County, Texas. Juli Luke County Clerk Denton County, TX CERTIFICATE FOR ORDER THE STATE OF TEXAS COUNTIES OF DENTON AND TARRANT I, the undersigned officer of the Board of Directors of Trophy Club Municipal Utility District No. 1 hereby certify as follows: 1. The Board of Directors of Trophy Club Municipal Utility District No. 1 convened in a special meeting on October 21 2019 at the regular meeting place inside the boundaries of the District, and the roll was called of the duly constituted officers and members of the Board, to -wit: Gregory Wilson President William C. Rose Vice President Steve Flynn Secretary/Treasurer Kelly Castonguay Director Mark A. Chapman Director and all of said persons were present except thus constituting a quorum. Whereupon, among other business, the following was transacted at the meeting: a written ORDER GRANTING PETITION FOR ADDITION OF CERTAIN LANDS TO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 was introduced for the consideration of the Board. It was then duly moved and seconded that the Order be adopted; and, after due discussion, the motion, carrying with it the adoption of the Order, prevailed and carried by the following vote: Ayes: 5 Nays: (� Abstentions: (2) That a true, full and correct copy of the aforesaid Order was adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Order has been duly recorded in the Board's minutes of the meeting; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the Board as indicated therein; that each of the officers and members of the Board was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid meeting, that the Order would be introduced and considered for adoption at the meeting, and each of the officers and members consented, in advance, to the holding of the meeting for such purpose; that the meeting was open to the public as required by law; and that public notice of the time, place and subject of the meeting was given as required by Chapter 551, Texas Government Code, and Section 49.063, Texas Water Code. SIGNED AND SEALED on this 21st day of October 2019. Steve Flynn Secretary, Board of Directors 2 ORDER NO. 2019-1021A AN ORDER GRANTING PETITION FOR ADDITION OF CERTAIN LANDS TO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 THE STATE OF TEXAS COUNTIES OF DENTON AND TARRANT § WHEREAS, there has been filed by Mclunkin Signature Homes, LLC ("Petitioner") with the Board of Directors of Trophy Club Municipal Utility District No. 1 (the "District") a petition requesting that the lands therein described be added to and included in the District (the "Petition"), pursuant to Sec. 49.301 of the Texas Water Code, as amended, which Petition is attached hereto as Exhibit "A" and incorporated herein for all purposes; WHEREAS, the Petition has been signed and executed by the owner of the land described in the Petition (the "Property") in the manner provided by law for the conveyance of real estate; WHEREAS, the Petition provides that the Petitioner agrees to assume its share of the outstanding bonds, notes or other voted obligations and the voted but unissued bonds payable in whole or in part from taxation of the District and to authorize the Board of Directors of the District to levy a tax on the Property in each year while any of the bonds, notes or other obligations payable in whole or in part from taxation are outstanding in order to pay its share of the indebtedness; WHEREAS, all lienholders on the Property have joined and consented to the annexation of the Property by the District. Such lienholder consent is attached as Exhibit "B" to the Petition; WHEREAS, the Property is located in the corporate boundaries of the Town of Trophy Club, 'Texas. Attached as Exhibit "C" to the Petition is a Resolution adopted by the Town Council of the Town of Trophy Club consenting to the inclusion of the Property by annexation into the District in accordance with Section 42.042 of the Local Government Code and Section 54.016 of the Texas Water Code; 3 WHEREAS, on October 21, 2019, the Board of Directors of the District heard and considered the Petition; and WHEREAS, the Board of Directors acting pursuant to the Petition and after consideration thereof, finds and determines that it is proper and in the best interest of the District that the Property be added to and included in the District; NOW, THEREFORE, BE IT ORDERED BY THE BOARD OF DIRECTORS OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 THAT: Section 1. The statements and facts contained in the preamble of this Order are determined to be true and correct, are hereby adopted as findings of fact and are hereby made a part of this Order. Section 2. It is officially found and determined that the Town of Trophy Club has consented to the annexation of the Property into the corporate boundaries of the District pursuant to and in accordance with Section 54.016. Texas Water Code, and Section 42.042, Texas Local Government Code; that Petitioner is the owner of fee simple title to the Property; and the Petition has been signed and executed in the manner provided by law for the conveyance of real estate; that all lienholders have joined the Petition and consented to the annexation of the Property by the District; that it will be feasible, practicable, and to the advantage of the District for the Property to be added to and included in the District; and that the water and wastewater systems and other improvements are sufficient to supply the Property without injuring land already in the District; and that Petitioner has agreed, and it is hereby provided, that from and after this addition of the Property to the District, the Petitioner and the Property shall assume their share (if any) of the outstanding bonds, notes, and other obligations of the District, pro rata with all other property in the District, according to the taxable value of the Property, and the District and its governing body shall levy an ad valorem tax on the Property each year while any of the bonds, notes, or other obligations of the District payable in whole or in part from taxation are outstanding to pay their share of the indebtedness. 4 Section 3. The Petition is hereby granted, and the Property therein described is hereby added to and included in Trophy Club Municipal Utility District No. 1. Section 4. It is hereby ordered that this Order, and the approved Petition, shall be filed for record in the office of the county clerk for Denton County, Texas. Section 5. It is hereby ordered that a certified copy of this Order changing the boundaries of the District, together with an updated boundary map of the District be filed with the executive director of the Texas Commission on Environmental Quality in accordance with 30 TAC §293.11(a). [The remainder of this page intentionally left blank.] 5 PASSED AND APPROVED to be effective as of this I day of -1()100.1( , 2019. Gregory Wilson, President Board of Directors Trophy Club Municipal Utility District No. 1 ATTEST: Steve Flynn, Secr+ taryV Board ofr Trok\�i ���� J� /q}!/%lity District No. 1 • PRANTC,•,9� 1T tiCSEA0666 =CC•0 •0— • �1—•Y •�� • •� co TE • / TQ l./4 /Ty p1S�\G//at/in 111101 THE STATE OF TEXAS COUNTY OF D_N /..4This instrument was acknowledged before me on tr'-LQ� �1 15k 2019, by �►►rl, President of the Board of Directors of Trophy Club Municipal Utility Municipal Utility District No. 1. Dista o. 1 and k10 -1 ,) , Secretary of the Board of Directors of Trophy Club LAURIE SLAGHT �otary Public, State of Texas fir' • P; omm, Expires 01-19-2020 °n,°,%%%%%% Notary ID 128720534 My Commission expires: 6 • /4. Notary Public, Stall f Texas Return Recorded Document To: Laurie Slaght, District Secretary Trophy Club Municipal Utility District No. 1 100 Municipal Drive Trophy Club, Texas 76262 7 Exhibit "A" to Order Granting Petition for Addition of Land PETITION FOR ADDITION OF CERTAIN LANDS TO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 TO THE BOARD OF DIRECTORS OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1: McJunkin Signature Homes LLC, a Texas limited liability company (referred to herein as "Petitioner"), acting pursuant to the provisions of Section 49.301, Texas Water Code, hereby petitions the Board of Directors of Trophy Club Municipal Utility District No. 1 (hereinafter the "District"), to add to and include in the District the land described in Exhibit "A" hereto. In support of this Petition, the Petitioner represents, covenants, and agrees as follows: I. Section 1: The land sought to be added to the District contains approximately 1.0055 acres located entirely within Denton County, Texas, and is accurately described in Exhibit "A" attached hereto and incorporated herein for all purposes (the "Property"). II. Fee -simple title and full ownership of the Property is vested in Petitioner. III. All lienholders have consented to the inclusion of the Property into the boundaries of the District. Attached hereto as Exhibit "C" is a true and correct copy of the lienholder consent to annexation and inclusion of the Property into the boundaries of the District. IV. There are no resident qualified voters residing within the Property. V. The land lies within the corporate boundaries of the Town of Trophy Club (the "Town"). A petition to the Town requesting its consent to the annexation of the Property has been submitted to the Town, and the Town Council has adopted a resolution or ordinance consenting to the inclusion of the land into the District. A copy of the resolution or ordinance consenting to the inclusion of the Property into the District by annexation is attached hereto as Exhibit "B". VI. This Petition shall constitute an election on the part of the Petitioner, its successors and assigns, for the Property and any improvements which are now or may hereafter be constructed thereon to become liable for all present and future debts of the District in the same manner and to the same extent as other lands and improvements in the District are liable for the District's debts. Petitioner hereby assumes its share of the outstanding bonds, notes or other obligations and the voted but unissued tax bonds of the District and authorizes the Board of Directors of the District to levy a tax on the Property and any improvements constructed thereon in each year while any of the bonds, notes or other obligations payable in whole or in part from taxation are outstanding. VII. This Petition shall further be considered the consent and authorization of the Petitioner, its successors and assigns, for the Property and all improvements now existing or to be constructed thereon, to be taxed uniformly and equally on an ad valorem basis with all other taxable property within the District for the payment of principal and interest on the District's bonds which may be issued by the Board of Directors upon the terms and conditions such bonds may be voted. WHEREFORE, the Petitioner prays that this Petition be granted; that the land described in Exhibit "A" be added to and become a part of the District; that this Petition, if granted, be filed for record and be recorded in the Office of the County Clerk of Denton County, Texas, and that the Petitioner be granted any other relief to which it may be entitled. [The remainder of this page intentionally left blank.] Executed as of the THE STATE OF TEXAS COUNTY OF /WAS day of C�L � , �() /9. PETITIONER: McJUNKIN SIGNATURE HOMES LLC, a Texas limited liability company BY: CENTRE DEVELOPMENT CO., INC., a Texas Corp p ation, it,/ olanaging Member By: Name: Title: i Y,10L(//rics",/-"C;ft ervt- ACKNOWLEDGEMENT This instrument was acknowledged before me on this 44hday n CTD b e r , 2019 by Jacx. mcJUnwinJr.. Presi4-c,.cf- of Centre Development Co., Inc., Sole Managing Member of McJunkin Signature Homes LLC, a Texas limited liability company, on behalf of said limited liability company. J�'CPpV PGe,�� DRAGANA P ALPERIN Notary Public, State of Texas 9j :40.4• -:Comm. Expires 02-25-2022 — t{ivO% Notary ID 129724967 Notary Pu is in and for the State of Texas Exhibit "A" to Petition for Annexation Description of Property Exhibit A BEING all of that certain lot, tract or parcel of land situated in the J_ MICHAEL SURVEY, ABSTRACT NO. 821 of the Town of Trophy Club, Denton County, Texas, and being all of that same tract of land described in deed to Janes A. Venable and wife, Paula Venable, recorded in Volume 397, Page 548 of the Deed Records of Denton County, Texas, and said tract being more particularly described as follows: BEGINNING at a 1/2" iron rod found at the southeast corner of Lot 1, Block 3 (Open Space) of Villas of Hogan's Glen — Phase Il; an addition to the Town of Trophy Club, Texas, recorded in Document No. 2015-153 of the Plat Records of Denton County, Texas; said point being in the north R.O.W. line of Meadowbrook Lane (a 50' R.O.W.); THENCE N 00°21'04" W, 209.01' along the east line of Lot 1, Block 3 (Open Space) of said Villas of Hogan's Glen - Phase II addition to a 5/8" iron rod set for corner in the south line of Lot 1, Block 1 of Trophy Club Section 14, an addition to the Town of Trophy Club, Texas, recorded in Cabinet M, Slide 327 of the Plat Records of Deuton County, Texas; THENCE N 89°34'44" E, 210.14' along the south line of Lots 1, 2 and 3, Block 1 of said Trophy Club Section 14 addition to a 5/8" iron rod set at the northwest corner of Lot 1368 of Trophy Club Section 11, an addition to the Town of Trophy Club, Texas, recorded in Cabinet B, Slide 246 of the Plat Records of Denton County, Texas; THENCE S 00°02'14" E, 209.01' along the west line of Lots 1368 and 1367 of said Trophy Club Section 11 addition to a 5/8" iron rod. set for corner in the north line of Meadowbrook Lane; THENCE S 89°34'44" W, 209.00' along the north line of Meadowbrook Lane to the Point of Beginning and containing 43,801.18 feet or 1.0055 acres of land Exhibit "B" to Petition for Annexation Town Consent Ordinance/Resolution TOWN OF TROPHY CLUB, TEXAS RESOLUTION NO. 2019-34 A RESOLUTION OF THE TOWN OF TROPHY CLUB, TEXAS PROVIDING THE WRITTEN CONSENT OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB TO THE INCLUSION OF AN APPROXIMATE 1.0055 ACRE TRACT OF LAND SITUATED IN THE J. MICHAEL SURVEY, ABSTRACT NO. 821, DENTON COUNTY, TEXAS, AND BEING ALL OF THAT CERTAIN TRACT OF LAND, CONVEYED BY DEED TO MCJUNKIN SIGNATURE HOMES, LLC, RECORDED IN COUNTY CLERK'S FILE NO. 2019-92033, DEED RECORDS, DENTON COUNTY, TEXAS LOCATED WITHIN THE CORPORATE LIMITS OF THE TOWN OF TROPHY CLUB, TEXAS AND BEING MORE FULLY DESCRIBED IN EXHIBIT "A" HERETO ("THE PROPERTY") TO BE ANNEXED INTO AND THEREAFTER INCLUDED WITHIN THE BOUNDARIES OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Chapter 54 of the Texas Water Code, at the request of McJunkin Signature Homes, LLC, the owners, (hereinafter the "Landowners") of an approximate 1.0055 acre tract of land situated in the J. Michael Survey, Abstract Number 821, Denton County, Texas, and located within the corporate limits of the Town of Trophy Club, Texas as more particularly described in Exhibit "A", (hereinafter the "Property') a copy of which is attached hereto and incorporated herein, have filed a petition to the Town of Trophy Club seeking the written consent of the Town Council to the annexation of the Property into the boundaries of Trophy Club Municipal Utility District No. 1 (hereinafter "MUD1"), a copy of the Landowner's petition is attached hereto and incorporated herein as Exhibit "B"; and WHEREAS, because the Property is located within the Town's corporate limits, Section 54.016 of the Texas Water Code requires that MUD1 obtain the written consent of the Town prior to the annexation of the Property into MUD1; and WHEREAS, a necessity exists and MUD1 will provide firefighting services to the Property; and WHEREAS, a necessity exists and MUD1 will provide for the construction, extension, improvement, maintenance, and operation of water and sewer services to the Property; and WHEREAS, the Town Council of the Town of Trophy Club determines it appropriate to adopt this Resolution authorizing consent to the inclusion of the Property into MUD1. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. That the matters set forth in the preamble hereof are true and correct and are hereby adopted. Section 2. That the Town Council of the Town of Trophy Club hereby finds that the Landowner has complied with all legal requirements to request consent to annexation of the Property and hereby specifically gives its written consent, as required by Section 54.016 of the Texas Water Code, to the inclusion of the Property identified in Exhibit "A", within MUD1 as requested in the Landowner's Petition, Exhibit "B". Section 3. This Resolution shall become effective 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, this 8th day of October 2019. ATTEST: d vUmQttr> Holly Fimbres, Town Secretary Town of T-roophy Club, Texas APPROVED TO AS FORM: (J/ dvid Dodd III, Town Attorney JTown of Trophy Club, Texas C. Nick Sandgs, Mayor Town of Trophy Club, Texas RES 2019-34 Page 2 of 2 EXHIBIT "A" LEGAL DESCRIPTION AND SURVEY 1.0055 ACRE TRACT Exhibit A BEING all of that certain lot, tract or parcel of land situated in the J_ MICHAEL SURVEY, ABSTRACT NO. 821 of the Town of Trophy Club, Denton County, Texas, and being all of that same tract of land described in deed to Janes A. Venable and wife, Paula Venable, recorded in Volume 397, Page 548 of the Deed Records of Denton County, Texas, and said tract being more particularly described as follows: BEGINNING at a 1/2" iron rod found at the southeast corner of Lot 1, Block 3 (Open Space) of Villas of Hogan's Glen — Phase Il; an addition to the Town of Trophy Club, Texas, recorded in Document No. 2015-153 of the Plat Records of Denton County, Texas; said point being in the north R.O.W. line of Meadowbrook Lane (a 50' R.O.W.); THENCE N 00°21'04" W, 209.01' along the east line of Lot 1, Block 3 (Open Space) of said Villas of Hogan's Glen - Phase II addition to a 5/8" iron rod set for corner in the south line of Lot 1, Block 1 of Trophy Club Section 14, an addition to the Town of Trophy Club, Texas, recorded in Cabinet M, Slide 327 of the Plat Records of Deuton County, Texas; THENCE N 89°34'44" E, 210.14' along the south line of Lots 1, 2 and 3, Block 1 of said Trophy Club Section 14 addition to a 5/8" iron rod set at the northwest corner of Lot 1368 of Trophy Club Section 11, an addition to the Town of Trophy Club, Texas, recorded in Cabinet B, Slide 246 of the Plat Records of Denton County, Texas; THENCE S 00°02'14" E, 209.01' along the west line of Lots 1368 and 1367 of said Trophy Club Section 11 addition to a 5/8" iron rod. set for corner in the north line of Meadowbrook Lane; THENCE S 89°34'44" W, 209.00' along the north line of Meadowbrook Lane to the Point of Beginning and containing 43,801.18 feet or 1.0055 acres of land z -Z4/cye~ o § 11 WU 64770 623 5 . | | 1 v _,_ ,e �)� `� k®i § & § ' � ) 1 y # ! -oh g s ,-.P0_.:«. \ 80 ;^ )100c116741001/31'Y q - Q \» aip % \ 0§ \z. k 9 { § § § EXHIBIT "B" PETITION TO ANNEX CERTAIN LAND INTO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 PETITION TO ANNEX CERTAIN LAND INTO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 STATE OF TEXAS COUNTY OF DENTON TO THE HONORABLE MAYOR AND TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: The undersigned ("Petitioner") is the owner of title to land more particularly described in the attached Exhibit "A" (the "Property") which is located within Denton County, Texas. Acting pursuant to provisions of Chapter 54, Texas Water Code, the undersigned respectfully petitions the Town Council of the Town of Trophy Club, Texas for its written consent for the annexation of the Property into the Trophy Club Municipal Utility District No. 1 (the "District") and would respectfully show the following: I. The Property proposed to be included within the District contains approximately 1. v ti -5 5 acres of land, more or less, situated in Denton County, Texas. The Property lies wholly within the incorporated limits of the Town of Trophy Club. II. Petitioner is the sole owner of the Property. The Property does not receive firefighting, water, or sewer services from the District at the present time. With Town Council's consent, annexation into the District would allow for these services to be provided. IV. A public necessity exists for the annexation of the Property into the District in order to provide firefighting services and to provide for the construction, extension, improvement, maintenance, and operation of water and sewer services so as to protect the health and welfare of the present and future users of the Property and adjacent properties. Page 1 of 2 THEREFORE, the Petitioner respectfully requests consent to the annexation of the Property into the District. RESPECTFULLY SUBMITTED this l3 day of i.) -k4^ , 2019. L1 Petitioner: M l�2(.1 �i ;�� c7w•.zs LL CompAy Lzw-re.. eve.1,20 I- (..c.9.11...;1.c.. By: Title: STATE OF TEXAS COUNTY OF DENTON Signature /,��/�► ((�/Beforeme,I I/then undersigned authority, � �'"on this day personally � appeared �G`. 6 " tLvi' ` T . , of Tliti X�t,l' l �l �1 n G,�W t f known tV me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of said , and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the )311 -' day of , 2019. ASHLEY OOBB Notary Public '/ STATE OF TEXAS +�" ID#128949236 My Comm. Exp. April 9, 2020 1 Notary, State of Texas Page 2 of 2 Exhibit "C" to Petition for Annexation Lienholder Consent CONSENT OF LIENHOLDER American National Bank & Trust has a lien on the property which is described on Exhibit "A" of the attached Petition for Addition of Certain Lands to Trophy Club Municipal Utility District No. 1 (the "Petition"). This lien arises from that certain promissory note in the original principal sum of $303,750.00 dated July 26, 2019, executed by McJunkin Signature Homes LLC. and payable to the order of American National Bank & Trust, payment of which note is secured by deed of trust of even date therewith recorded as Document No. 2019-92034 in the Official Public Records of Denton County, Texas. American National Bank & Trust consents to the inclusion of the Land into Trophy Club Municipal Utility District No. 1 and joins in the Petition. EXECUTED this r1k THE STATE OF Teas COUNTY OF bot.LLz1S day of 6 eil' .2okdi AMERICAN NATIONAL BANK & TRUST By: Name: 141 t I -4l i> -"p bi' 'D?J Title: r This instrument was ac,nowledg d before me on this 4+h day of 0 G+o%e r 2011 by K i .k AX4 17nps'an of American National Bank & Trust, on behalf of said bank. DRAGANA P ALPERIN : ,.Notary Public, State of Texas Comm. Expires 02-25-2022 '%;;;;1` % Notary ID 129724967 ' nm\d NIR V , du N (SEAL) Notary Public, at qf Texa$ 11 Printed Name: � N P. A���� l � My Commission Expires: 2- 25-2t722 From: James Walker To: Tony Corbett; Alicia Foley Cc: Lauren Hiighes Subject: RE: Annexation Order- Trophy Club Municipal Utility District No. 1 Date: Tuesday, May 19, 2020 9:22:36 AM Attachments: imaae001.ona Thanks Tony! �,2oizeo (14.-(44 Texas Commission on Environmental Quality Water Supply Division- MC 152 512-239-2532 From: Tony Corbett <tcorbett@mcleanhowardlaw.com> Sent: Monday, May 18, 2020 9:31 PM To: James Walker <James.Walker@Tceq.Texas.Gov>; Alicia Foley <Alicia.Foley@tceq.texas.gov> Cc: Lauren Hughes <Ihughes@mcleanhowardlaw.com>; Tony Corbett <tcorbett@mcleanhowardlaw.com> Subject: Annexation Order- Trophy Club Municipal Utility District No. 1 James- Attached please find an Order Granting Petition for Addition of Certain Lands to Trophy Club Municipal Utility District No. 1. We will mail a copy of the Annexation Order. Please send a reply email acknowledging this email and filing. Thank you Tony Anthony S. Corbett tc orh ett@ m cl eanh oward l aw. com Barton Oaks Plaza, Building II 901 South MoPac Exna_ Ste 225 Austi*t Texas 78746 512.328.2008 phone 512.799.6405 cell 512.328.2409 fax & H McLEAN & HOWARD t. P Real Property Lawyers May 18, 2020 Via Electronic Mail (via James.Walke>(,Tcea.Texas.Gov; Alicia. Folei atcea.texas.s.'ov) and Regular Mail Texas Commission on Environmental Quality Utility & District Oversight Team, MC -152 Water Supply Division 12100 Park 35 Circle Austin, Texas 78753 Barton Oaks Plaza, Building II 901 South :4foI c Expy I Ste 225 Austin, Texas 7874 phony 512.328.2008 fax 512.328.2409 w0.'w. elearhoRattllaw..con1 Re: Trophy Club Municipal Utility District No. 1 Annexation Order Dear Water Supply Division: Enclosed please find a copy of the Order Granting Petition for Addition of Certain Lands to Trophy Club Municipal Utility District No. 1. Please do not hesitate to contact me at (512) 328-2008 if you have any questions. Sincerely, Anthony S. Corbett CERTIFICATE FOR ORDER THE STATE OF TEXAS COUNTIES OF DENTON AND TARRANT I, the undersigned officer of the Board of Directors of Trophy Club Municipal Utility District No. 1 hereby certify as follows: 1. The Board of Directors of Trophy Club Municipal Utility District No. 1 convened in a special meeting on October 21 2019 at the regular meeting place inside the boundaries of the District, and the roll was called of the duly constituted officers and members of the Board, to -wit: Gregory Wilson President William C. Rose Vice President Steve Flynn Secretary/Treasurer Kelly Castonguay Director Mark A. Chapman Director and all of said persons were present except thus constituting a quorum. Whereupon, among other business, the following was transacted at the meeting: a written ORDER GRANTING PETITION FOR ADDITION OF CERTAIN LANDS TO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 was introduced for the consideration of the Board. It was then duly moved and seconded that the Order be adopted; and, after due discussion, the motion, carrying with it the adoption of the Order, prevailed and carried by the following vote: Ayes: 5 Nays: (� Abstentions: (2) That a true, full and correct copy of the aforesaid Order was adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Order has been duly recorded in the Board's minutes of the meeting; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the Board as indicated therein; that each of the officers and members of the Board was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid meeting, that the Order would be introduced and considered for adoption at the meeting, and each of the officers and members consented, in advance, to the holding of the meeting for such purpose; that the meeting was open to the public as required by law; and that public notice of the time, place and subject of the meeting was given as required by Chapter 551, Texas Government Code, and Section 49.063, Texas Water Code. SIGNED AND SEALED on this 21st day of October 2019. Steve Flynn Secretary, Board of Directors 2 ORDER NO. 2019-1021A AN ORDER GRANTING PETITION FOR ADDITION OF CERTAIN LANDS TO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 THE STATE OF TEXAS COUNTIES OF DENTON AND TARRANT § WHEREAS, there has been filed by Mclunkin Signature Homes, LLC ("Petitioner") with the Board of Directors of Trophy Club Municipal Utility District No. 1 (the "District") a petition requesting that the lands therein described be added to and included in the District (the "Petition"), pursuant to Sec. 49.301 of the Texas Water Code, as amended, which Petition is attached hereto as Exhibit "A" and incorporated herein for all purposes; WHEREAS, the Petition has been signed and executed by the owner of the land described in the Petition (the "Property") in the manner provided by law for the conveyance of real estate; WHEREAS, the Petition provides that the Petitioner agrees to assume its share of the outstanding bonds, notes or other voted obligations and the voted but unissued bonds payable in whole or in part from taxation of the District and to authorize the Board of Directors of the District to levy a tax on the Property in each year while any of the bonds, notes or other obligations payable in whole or in part from taxation are outstanding in order to pay its share of the indebtedness; WHEREAS, all lienholders on the Property have joined and consented to the annexation of the Property by the District. Such lienholder consent is attached as Exhibit "B" to the Petition; WHEREAS, the Property is located in the corporate boundaries of the Town of Trophy Club, 'Texas. Attached as Exhibit "C" to the Petition is a Resolution adopted by the Town Council of the Town of Trophy Club consenting to the inclusion of the Property by annexation into the District in accordance with Section 42.042 of the Local Government Code and Section 54.016 of the Texas Water Code; 3 WHEREAS, on October 21, 2019, the Board of Directors of the District heard and considered the Petition; and WHEREAS, the Board of Directors acting pursuant to the Petition and after consideration thereof, finds and determines that it is proper and in the best interest of the District that the Property be added to and included in the District; NOW, THEREFORE, BE IT ORDERED BY THE BOARD OF DIRECTORS OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 THAT: Section 1. The statements and facts contained in the preamble of this Order are determined to be true and correct, are hereby adopted as findings of fact and are hereby made a part of this Order. Section 2. It is officially found and determined that the Town of Trophy Club has consented to the annexation of the Property into the corporate boundaries of the District pursuant to and in accordance with Section 54.016. Texas Water Code, and Section 42.042, Texas Local Government Code; that Petitioner is the owner of fee simple title to the Property; and the Petition has been signed and executed in the manner provided by law for the conveyance of real estate; that all lienholders have joined the Petition and consented to the annexation of the Property by the District; that it will be feasible, practicable, and to the advantage of the District for the Property to be added to and included in the District; and that the water and wastewater systems and other improvements are sufficient to supply the Property without injuring land already in the District; and that Petitioner has agreed, and it is hereby provided, that from and after this addition of the Property to the District, the Petitioner and the Property shall assume their share (if any) of the outstanding bonds, notes, and other obligations of the District, pro rata with all other property in the District, according to the taxable value of the Property, and the District and its governing body shall levy an ad valorem tax on the Property each year while any of the bonds, notes, or other obligations of the District payable in whole or in part from taxation are outstanding to pay their share of the indebtedness. 4 Section 3. The Petition is hereby granted, and the Property therein described is hereby added to and included in Trophy Club Municipal Utility District No. 1. Section 4. It is hereby ordered that this Order, and the approved Petition, shall be filed for record in the office of the county clerk for Denton County, Texas. Section 5. It is hereby ordered that a certified copy of this Order changing the boundaries of the District, together with an updated boundary map of the District be filed with the executive director of the Texas Commission on Environmental Quality in accordance with 30 TAC §293.11(a). [The remainder of this page intentionally left blank.] 5 PASSED AND APPROVED to be effective as of this I day of -1()100.1( , 2019. Gregory Wilson, President Board of Directors Trophy Club Municipal Utility District No. 1 ATTEST: Steve Flynn, Secr+ taryV Board ofr Trok\�i ���� J� /q}!/%lity District No. 1 • PRANTC,•,9� 1T tiCSEA0666 =CC•0 •0— • �1—•Y •�� • •� co TE • / TQ l./4 /Ty p1S�\G//at/in 111101 THE STATE OF TEXAS COUNTY OF D_N /..4This instrument was acknowledged before me on tr'-LQ� �1 15k 2019, by �►►rl, President of the Board of Directors of Trophy Club Municipal Utility Municipal Utility District No. 1. Dista o. 1 and k10 -1 ,) , Secretary of the Board of Directors of Trophy Club LAURIE SLAGHT �otary Public, State of Texas fir' • P; omm, Expires 01-19-2020 °n,°,%%%%%% Notary ID 128720534 My Commission expires: 6 • /4. Notary Public, Stall f Texas Return Recorded Document To: Laurie Slaght, District Secretary Trophy Club Municipal Utility District No. 1 100 Municipal Drive Trophy Club, Texas 76262 7 Exhibit "A" to Order Granting Petition for Addition of Land PETITION FOR ADDITION OF CERTAIN LANDS TO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 TO THE BOARD OF DIRECTORS OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1: McJunkin Signature Homes LLC, a Texas limited liability company (referred to herein as "Petitioner"), acting pursuant to the provisions of Section 49.301, Texas Water Code, hereby petitions the Board of Directors of Trophy Club Municipal Utility District No. 1 (hereinafter the "District"), to add to and include in the District the land described in Exhibit "A" hereto. In support of this Petition, the Petitioner represents, covenants, and agrees as follows: I. Section 1: The land sought to be added to the District contains approximately 1.0055 acres located entirely within Denton County, Texas, and is accurately described in Exhibit "A" attached hereto and incorporated herein for all purposes (the "Property"). II. Fee -simple title and full ownership of the Property is vested in Petitioner. III. All lienholders have consented to the inclusion of the Property into the boundaries of the District. Attached hereto as Exhibit "C" is a true and correct copy of the lienholder consent to annexation and inclusion of the Property into the boundaries of the District. IV. There are no resident qualified voters residing within the Property. V. The land lies within the corporate boundaries of the Town of Trophy Club (the "Town"). A petition to the Town requesting its consent to the annexation of the Property has been submitted to the Town, and the Town Council has adopted a resolution or ordinance consenting to the inclusion of the land into the District. A copy of the resolution or ordinance consenting to the inclusion of the Property into the District by annexation is attached hereto as Exhibit "B". VI. This Petition shall constitute an election on the part of the Petitioner, its successors and assigns, for the Property and any improvements which are now or may hereafter be constructed thereon to become liable for all present and future debts of the District in the same manner and to the same extent as other lands and improvements in the District are liable for the District's debts. Petitioner hereby assumes its share of the outstanding bonds, notes or other obligations and the voted but unissued tax bonds of the District and authorizes the Board of Directors of the District to levy a tax on the Property and any improvements constructed thereon in each year while any of the bonds, notes or other obligations payable in whole or in part from taxation are outstanding. VII. This Petition shall further be considered the consent and authorization of the Petitioner, its successors and assigns, for the Property and all improvements now existing or to be constructed thereon, to be taxed uniformly and equally on an ad valorem basis with all other taxable property within the District for the payment of principal and interest on the District's bonds which may be issued by the Board of Directors upon the terms and conditions such bonds may be voted. WHEREFORE, the Petitioner prays that this Petition be granted; that the land described in Exhibit "A" be added to and become a part of the District; that this Petition, if granted, be filed for record and be recorded in the Office of the County Clerk of Denton County, Texas, and that the Petitioner be granted any other relief to which it may be entitled. [The remainder of this page intentionally left blank.] Executed as of the THE STATE OF TEXAS COUNTY OF /WAS day of C�L � , �() /9. PETITIONER: McJUNKIN SIGNATURE HOMES LLC, a Texas limited liability company BY: CENTRE DEVELOPMENT CO., INC., a Texas Corp p ation, it,/ olanaging Member By: Name: Title: i Y,10L(//rics",/-"C;ft ervt- ACKNOWLEDGEMENT This instrument was acknowledged before me on this 44hday n CTD b e r , 2019 by Jacx. mcJUnwinJr.. Presi4-c,.cf- of Centre Development Co., Inc., Sole Managing Member of McJunkin Signature Homes LLC, a Texas limited liability company, on behalf of said limited liability company. J�'CPpV PGe,�� DRAGANA P ALPERIN Notary Public, State of Texas 9j :40.4• -:Comm. Expires 02-25-2022 — t{ivO% Notary ID 129724967 Notary Pu is in and for the State of Texas Exhibit "A" to Petition for Annexation Description of Property Exhibit A BEING all of that certain lot, tract or parcel of land situated in the J_ MICHAEL SURVEY, ABSTRACT NO. 821 of the Town of Trophy Club, Denton County, Texas, and being all of that same tract of land described in deed to Janes A. Venable and wife, Paula Venable, recorded in Volume 397, Page 548 of the Deed Records of Denton County, Texas, and said tract being more particularly described as follows: BEGINNING at a 1/2" iron rod found at the southeast corner of Lot 1, Block 3 (Open Space) of Villas of Hogan's Glen — Phase Il; an addition to the Town of Trophy Club, Texas, recorded in Document No. 2015-153 of the Plat Records of Denton County, Texas; said point being in the north R.O.W. line of Meadowbrook Lane (a 50' R.O.W.); THENCE N 00°21'04" W, 209.01' along the east line of Lot 1, Block 3 (Open Space) of said Villas of Hogan's Glen - Phase II addition to a 5/8" iron rod set for corner in the south line of Lot 1, Block 1 of Trophy Club Section 14, an addition to the Town of Trophy Club, Texas, recorded in Cabinet M, Slide 327 of the Plat Records of Deuton County, Texas; THENCE N 89°34'44" E, 210.14' along the south line of Lots 1, 2 and 3, Block 1 of said Trophy Club Section 14 addition to a 5/8" iron rod set at the northwest corner of Lot 1368 of Trophy Club Section 11, an addition to the Town of Trophy Club, Texas, recorded in Cabinet B, Slide 246 of the Plat Records of Denton County, Texas; THENCE S 00°02'14" E, 209.01' along the west line of Lots 1368 and 1367 of said Trophy Club Section 11 addition to a 5/8" iron rod. set for corner in the north line of Meadowbrook Lane; THENCE S 89°34'44" W, 209.00' along the north line of Meadowbrook Lane to the Point of Beginning and containing 43,801.18 feet or 1.0055 acres of land Exhibit "B" to Petition for Annexation Town Consent Ordinance/Resolution TOWN OF TROPHY CLUB, TEXAS RESOLUTION NO. 2019-34 A RESOLUTION OF THE TOWN OF TROPHY CLUB, TEXAS PROVIDING THE WRITTEN CONSENT OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB TO THE INCLUSION OF AN APPROXIMATE 1.0055 ACRE TRACT OF LAND SITUATED IN THE J. MICHAEL SURVEY, ABSTRACT NO. 821, DENTON COUNTY, TEXAS, AND BEING ALL OF THAT CERTAIN TRACT OF LAND, CONVEYED BY DEED TO MCJUNKIN SIGNATURE HOMES, LLC, RECORDED IN COUNTY CLERK'S FILE NO. 2019-92033, DEED RECORDS, DENTON COUNTY, TEXAS LOCATED WITHIN THE CORPORATE LIMITS OF THE TOWN OF TROPHY CLUB, TEXAS AND BEING MORE FULLY DESCRIBED IN EXHIBIT "A" HERETO ("THE PROPERTY") TO BE ANNEXED INTO AND THEREAFTER INCLUDED WITHIN THE BOUNDARIES OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Chapter 54 of the Texas Water Code, at the request of McJunkin Signature Homes, LLC, the owners, (hereinafter the "Landowners") of an approximate 1.0055 acre tract of land situated in the J. Michael Survey, Abstract Number 821, Denton County, Texas, and located within the corporate limits of the Town of Trophy Club, Texas as more particularly described in Exhibit "A", (hereinafter the "Property') a copy of which is attached hereto and incorporated herein, have filed a petition to the Town of Trophy Club seeking the written consent of the Town Council to the annexation of the Property into the boundaries of Trophy Club Municipal Utility District No. 1 (hereinafter "MUD1"), a copy of the Landowner's petition is attached hereto and incorporated herein as Exhibit "B"; and WHEREAS, because the Property is located within the Town's corporate limits, Section 54.016 of the Texas Water Code requires that MUD1 obtain the written consent of the Town prior to the annexation of the Property into MUD1; and WHEREAS, a necessity exists and MUD1 will provide firefighting services to the Property; and WHEREAS, a necessity exists and MUD1 will provide for the construction, extension, improvement, maintenance, and operation of water and sewer services to the Property; and WHEREAS, the Town Council of the Town of Trophy Club determines it appropriate to adopt this Resolution authorizing consent to the inclusion of the Property into MUD1. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. That the matters set forth in the preamble hereof are true and correct and are hereby adopted. Section 2. That the Town Council of the Town of Trophy Club hereby finds that the Landowner has complied with all legal requirements to request consent to annexation of the Property and hereby specifically gives its written consent, as required by Section 54.016 of the Texas Water Code, to the inclusion of the Property identified in Exhibit "A", within MUD1 as requested in the Landowner's Petition, Exhibit "B". Section 3. This Resolution shall become effective 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, this 8th day of October 2019. ATTEST: d vUmQttr> Holly Fimbres, Town Secretary Town of T-roophy Club, Texas APPROVED TO AS FORM: (J/ dvid Dodd III, Town Attorney JTown of Trophy Club, Texas C. Nick Sandgs, Mayor Town of Trophy Club, Texas RES 2019-34 Page 2 of 2 EXHIBIT "A" LEGAL DESCRIPTION AND SURVEY 1.0055 ACRE TRACT Exhibit A BEING all of that certain lot, tract or parcel of land situated in the J_ MICHAEL SURVEY, ABSTRACT NO. 821 of the Town of Trophy Club, Denton County, Texas, and being all of that same tract of land described in deed to Janes A. Venable and wife, Paula Venable, recorded in Volume 397, Page 548 of the Deed Records of Denton County, Texas, and said tract being more particularly described as follows: BEGINNING at a 1/2" iron rod found at the southeast corner of Lot 1, Block 3 (Open Space) of Villas of Hogan's Glen — Phase Il; an addition to the Town of Trophy Club, Texas, recorded in Document No. 2015-153 of the Plat Records of Denton County, Texas; said point being in the north R.O.W. line of Meadowbrook Lane (a 50' R.O.W.); THENCE N 00°21'04" W, 209.01' along the east line of Lot 1, Block 3 (Open Space) of said Villas of Hogan's Glen - Phase II addition to a 5/8" iron rod set for corner in the south line of Lot 1, Block 1 of Trophy Club Section 14, an addition to the Town of Trophy Club, Texas, recorded in Cabinet M, Slide 327 of the Plat Records of Deuton County, Texas; THENCE N 89°34'44" E, 210.14' along the south line of Lots 1, 2 and 3, Block 1 of said Trophy Club Section 14 addition to a 5/8" iron rod set at the northwest corner of Lot 1368 of Trophy Club Section 11, an addition to the Town of Trophy Club, Texas, recorded in Cabinet B, Slide 246 of the Plat Records of Denton County, Texas; THENCE S 00°02'14" E, 209.01' along the west line of Lots 1368 and 1367 of said Trophy Club Section 11 addition to a 5/8" iron rod. set for corner in the north line of Meadowbrook Lane; THENCE S 89°34'44" W, 209.00' along the north line of Meadowbrook Lane to the Point of Beginning and containing 43,801.18 feet or 1.0055 acres of land z -Z4/cye~ o § 11 WU 64770 623 5 . | | 1 v _,_ ,e �)� `� k®i § & § ' � ) 1 y # ! -oh g s ,-.P0_.:«. \ 80 ;^ )100c116741001/31'Y q - Q \» aip % \ 0§ \z. k 9 { § § § EXHIBIT "B" PETITION TO ANNEX CERTAIN LAND INTO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 PETITION TO ANNEX CERTAIN LAND INTO TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 STATE OF TEXAS COUNTY OF DENTON TO THE HONORABLE MAYOR AND TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: The undersigned ("Petitioner") is the owner of title to land more particularly described in the attached Exhibit "A" (the "Property") which is located within Denton County, Texas. Acting pursuant to provisions of Chapter 54, Texas Water Code, the undersigned respectfully petitions the Town Council of the Town of Trophy Club, Texas for its written consent for the annexation of the Property into the Trophy Club Municipal Utility District No. 1 (the "District") and would respectfully show the following: I. The Property proposed to be included within the District contains approximately 1. v ti -5 5 acres of land, more or less, situated in Denton County, Texas. The Property lies wholly within the incorporated limits of the Town of Trophy Club. II. Petitioner is the sole owner of the Property. The Property does not receive firefighting, water, or sewer services from the District at the present time. With Town Council's consent, annexation into the District would allow for these services to be provided. IV. A public necessity exists for the annexation of the Property into the District in order to provide firefighting services and to provide for the construction, extension, improvement, maintenance, and operation of water and sewer services so as to protect the health and welfare of the present and future users of the Property and adjacent properties. Page 1 of 2 THEREFORE, the Petitioner respectfully requests consent to the annexation of the Property into the District. RESPECTFULLY SUBMITTED this l3 day of i.) -k4^ , 2019. L1 Petitioner: M l�2(.1 �i ;�� c7w•.zs LL CompAy Lzw-re.. eve.1,20 I- (..c.9.11...;1.c.. By: Title: STATE OF TEXAS COUNTY OF DENTON Signature /,��/�► ((�/Beforeme,I I/then undersigned authority, � �'"on this day personally � appeared �G`. 6 " tLvi' ` T . , of Tliti X�t,l' l �l �1 n G,�W t f known tV me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of said , and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the )311 -' day of , 2019. ASHLEY OOBB Notary Public '/ STATE OF TEXAS +�" ID#128949236 My Comm. Exp. April 9, 2020 1 Notary, State of Texas Page 2 of 2 Exhibit "C" to Petition for Annexation Lienholder Consent CONSENT OF LIENHOLDER American National Bank & Trust has a lien on the property which is described on Exhibit "A" of the attached Petition for Addition of Certain Lands to Trophy Club Municipal Utility District No. 1 (the "Petition"). This lien arises from that certain promissory note in the original principal sum of $303,750.00 dated July 26, 2019, executed by McJunkin Signature Homes LLC. and payable to the order of American National Bank & Trust, payment of which note is secured by deed of trust of even date therewith recorded as Document No. 2019-92034 in the Official Public Records of Denton County, Texas. American National Bank & Trust consents to the inclusion of the Land into Trophy Club Municipal Utility District No. 1 and joins in the Petition. EXECUTED this r1k THE STATE OF Teas COUNTY OF bot.LLz1S day of 6 eil' .2okdi AMERICAN NATIONAL BANK & TRUST By: Name: 141 t I -4l i> -"p bi' 'D?J Title: r This instrument was ac,nowledg d before me on this 4+h day of 0 G+o%e r 2011 by K i .k AX4 17nps'an of American National Bank & Trust, on behalf of said bank. DRAGANA P ALPERIN : ,.Notary Public, State of Texas Comm. Expires 02-25-2022 '%;;;;1` % Notary ID 129724967 ' nm\d NIR V , du N (SEAL) Notary Public, at qf Texa$ 11 Printed Name: � N P. A���� l � My Commission Expires: 2- 25-2t722 $1,220,000* Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020 Date: April 23, 2020 To: The Attached Distribution List From: Mike McMahon, Interim General Manager Steven Krolczyk, Finance Director cc: Mr. Andrew T. Friedman SAMCO Capital Markets, Inc. Financial Advisor to Trophy Club Municipal Utility District The Trophy Club Municipal Utility District No. 1 (the "District") is seeking private placement bids from financial institutions concerning the possible issuance of up to $1,220,000* of the District's Unlimited Tax Refunding Bonds, Series 2020 (the "Obligation") to finance the costs of (1) refunding a portion of the District's Unlimited Tax Bonds, Series 2010 for debt service savings, and (2) paying certain costs of issuance. SAMCO Capital Markets, Inc. will not submit a bid on the Obligation given its financial advisory relationship with the District and as the District's "Independent Registered Municipal Advisor". McLean & Howard, L.L.P., Austin, Texas, shall provide a legal opinion concerning the legality and validity of the issuance of the Obligation and the exclusion of interest on the Obligation from gross income of the owners thereof. The Obligation WILL be designated as a "Qualified Tax -Exempt Obligation" for financial institutions. The Obligation will be sold on an "All or None" basis to the low qualified bidder (the "Winning Bidder") at the Board of Directors meeting on Monday, May 18, 2020. The District reserves the right to offer the Obligation to potential bidders that are not on the attached Distribution List. If your institution is interested in bidding on the Obligation, please fill in the required information and submit by 12:00 P.M. (noon) Central Time, on Monday, Mav 18, 2020 as shown below: Mr. Mike McMahon, Interim General Manager Mr. Steven Krolcyzk, Finance Director Trophy Club Municipal Utility District No. 1 Phone: (682) 831-4600 mmcmahon@tcmud.org skrolcyzk@tcmud.org *Preliminary, subject to change. Copy to: Mr. Andrew Friedman, Managing Director SAMCO Capital Markets, Inc. Phone: (210) 832-9760 afriedman@samcocapital.com Summary of Proposed Terms and Conditions April23, 2020 RE: Bank Private Placement of up to $1,220,000* Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020 The Board of Directors of the District (the "Board") is seeking to privately place up to $1,220,000* of an obligation designated as "Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020" (the "Obligation"). The interest on the Obligation WILL be excludable from the gross income of the holder thereof pursuant to the provisions of Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). The anticipated placement is to be handled as a direct purchase from the District by the financial institution or other entity. SAMCO Capital Markets, Inc. serves as the District's financial advisor and as the District's "Independent Registered Municipal Advisor" and will not submit a bid for the Obligation. The terms of this purchase are outlined herein. Type: Use of Proceeds: Direct purchase of the Obligation pursuant to a competitive bid private placement. The District anticipates utilizing proceeds of the Obligation to (1) refund a portion of the District's Unlimited Tax Bonds, Series 2010 for debt service savings, and (2) pay certain costs of issuance. Principal Amount: Up to $1,220,000*. Principal Installments Payment Dates: Interest rate: Bid: Interest Payment Dates: Redemption Provisions: Security: Basis of Award: Paying Agent/Registrar: Underlying Rating, Most Recent Audited Financial Reports and no credit enhancement *Preliminary, subject to change. September 1St in each of the years 2021 through 2031. Respondents are requested to submit a fixed rate for all principal installment payment dates or separate rates for each principal installment payment date that upon execution of the Bid Form and the verbal commitment from the District's Financial Advisor will be honored by Respondent through delivery of the Obligation. Interest will begin to accrue upon the date of initial delivery of the Obligation. See Attached Official Bid Form. Interest on the Obligation shall be payable on March 1 and September 1 of each year, commencing September 1, 2020. Interest will accrue from the closing date (assuming June 17, 2020, but not later than June 18, 2020). The Issuer reserves the right, at its sole option, to redeem principal installments of the Obligation stated to be paid on or after September 1, 2030, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof, on September 1, 2029, or any date thereafter, at the redemption price of par plus accrued interest to the date fixed for redemption. The Obligation will be secured by and payable from ad valorem taxes levied annually against all taxable property located within the District, within limitations prescribed by law. The Obligation will be sold to the bidder (the "Winning Bidder") making the bid that produces the lowest true interest cost to the District. To be determined. The District would like the Winning Bidder to serve as paying agent at no annual cost or expense to the District. The District does not anticipate securing a rating on the Obligation. The District's most recent audited financial statements are posted on internet websites at www.emma.msrb.or2 and www.mactexas.com. The District will not seek bids from any bond insurance companies with respect to the Obligation. 2 Tax -Exempt Obligation: The interest on the Obligation WILL be excludable from the gross income of the holders thereof pursuant to the provisions of the Code. Bank Qualified: The Obligation WILL be designated as s "qualified tax-exempt obligation" for financial institutions pursuant to Section 265 of the Code. Conditions Precedent to: • Receipt of opinion from Bond Counsel stating that the Obligation constitutes a legal, valid and binding obligation of the District and that interest on the Obligation will be excludable from the gross income of the holders thereof pursuant to the provisions of the Code. Continuing Disclosure No CUSIP fee Eligibility or DTC • Receipt of the approving opinion of the Texas Attorney General with respect to the Obligation. • Receipt of a duly authorized order, adopted on Monday, May 18, 2020 or such later date as agreed to by the Winning Bidder and the District, by the Board approving the issuance of the Obligation. • Successful negotiation of documentation acceptable to the Winning Bidder and the District related to the payment of the purchase price for, and the valid issuance, sale and delivery of and security for the Obligation, including the execution and delivery of a Purchase and Investment Letter, in substantially the form accompanying this Summary of Proposed Terms and Conditions. • Payment to the District by the Winning Bidder of the purchase price for the Obligation. • As a condition to the award of the Obligation, the Winning Bidder will verify, through submittal of the executed Bid Form and Purchase and Investment Letter, that it does not and will not "boycott Israel" and is not on the Texas Comptroller's list concerning "foreign terrorist organizations" prepared and maintained thereby under applicable Texas law, all as more fully provided in the Purchase and Investment Letter. • As a condition to the award of the Obligation, any privately held Winning Bidder will be obligated to file the appropriate HB 1295 forms with the Texas Ethics Commission as further described below. In addition, the Winning Bidder must execute the Issue Price Certificate (attached hereto) as proposed by the District's Bond Counsel. • Pursuant to the exceptions granted under Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities and Exchange Act of 1934, the District will not enter into a continuing disclosure undertaking with respect to the Obligation. The Winning Bidder will execute a Purchase and Investment Letter with the representation that it is a sophisticated investor. • The Obligation will be delivered physically and will not be DTC eligible and the District will not order CUSIP's for the Obligation. Offering Document • None. 3 Pursuant to Texas Government Code Section 2252.908 ("the Interested Party Disclosure Act"), the District may not formally award the Obligations to a bidder which is a privately held entity (a "Privately Held Bidder") unless the such party submits a Certificate of Interested Parties Form 1295 (the "Disclosure Form") to the District as prescribed by the Texas Ethics Commission ("TEC"). In the event that a Privately Held Bidder's bid for the Obligations is the best bid received, the District, acting through its municipal advisor, will promptly notify the winning Privately Held Bidder. That notification will serve as the District's conditional verbal acceptance of the bid, and will obligate the winning Privately Held Bidder to file a completed Disclosure Form, as described below, in order to allow the Board to complete the award. Reference should be made to the Disclosure Form, the rules of the TEC with respect to the Disclosure Form (the "Disclosure Rules") and the Interested Party Disclosure Act. Instructional information regarding such matters are set forth at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. For purposes of completing the Disclosure Form, the prospective winning Privately Held Bidder will need the following information: (a) item 2 — name of governmental entity: "Trophy club Municipal Utility District No. 1" and (b) item 3 — the identification number assigned to this contract by the District: "GORB-2020 Bid Form", and a description of the services to be provided under the contract: "Purchase of Obligation pursuant to competitive bid". The Interested Party Disclosure Act and the Disclosure Rules require a non -publicly traded business entity contracting with the District to complete the form at the TEC Internet "portal" that may be accessed at the url set forth above, and then print, sign and deliver the Disclosure Form in electronic form to the District. Following the award of the Obligation, the District will notify the TEC of the receipt of the completed Disclosure Form and certification of filing. The executed Disclosure Form must be sent by email to the District's municipal advisor at afriedman@samcocapital.com, and the District's Bond Counsel at tcorbett@mcleanhowardlaw.com as soon as possible following the notification of conditional verbal acceptance and prior to the final written award. In accordance with the Interested Party Disclosure Act, the information reported by a winning Privately Held Bidder MUST BE DECLARED BY AN AUTHORIZED AGENT OF THE WINNING PRIVATELY HELD BIDDER. No exceptions may be made to that requirement. The Interested Party Disclosure Act provides that such acknowledgment is made "under oath and under penalty of perjury." Consequently, a Privately Held Bidder should take appropriate steps prior to completion of the Disclosure Form to familiarize itself with the Interested Party Disclosure Act, the Disclosure Rules and the Disclosure Form. Time will be of the essence in submitting the form to the District, and no final award will be made by the District regarding the sale of the Obligation until a completed Disclosure Form is received. If applicable, District reserves the right to reject any bid that does not satisfy the requirement of a completed Disclosure Form, as described herein. Neither the District nor its consultants have the ability to verify the information included in a Disclosure Form, and neither party have an obligation nor undertake responsibility for advising any bidder with respect to (a) the bidder's obligation to submit the Disclosure Form and (b) the proper completion of the Disclosure Form. Consequently, an entity intending to bid on the Obligation should consult its own advisors to the extent it deems necessary and be prepared to submit the completed form promptly upon notification from the District that its bid is the conditional winning bid. 4 CERTIFICATE OF INTERESTED PARTIES Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested. 1 Name of business entity filing form, and the city, state and country of parties the business entity's place of business. FORM 12955 1 of 1 OFFICE USE ONLY CERTIFICATION OF FILING 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Trophy Club Municipal Utility District No. 1 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Contract: GORB-2020 Bid Form Purchase of Obligation pursuant to competitive bid Name of Interested Party City, State, Country (place of business) 5 Check only if there is NO Interested Party. 6 UNSWORN DECLARATION My name is My address is , and my date of birth is Nature of interest (check applicable) Controlling Intermediary (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of , on the day of 20 . (month) (year) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Signature of authorized agent of contracting business entity (Declarant) Version V1.0.3337 $1,220,000* Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bond, Series 2020 (the "Obligation") BID FORM Please indicate proposed interest rates in the spaces provided for the Obligation: Principal Installment Payment nstallment- Payment Date Principal Amount* Interest Rate September 1, 2021 September 1, 2022 September 1, 2023 September 1, 2024 September 1, 2025 September 1, 2026 September 1, 2027 September 1, 2028 September 1, 2029 September 1, 2030 September 1, 2031 $ 10,000 110,000 115,000 115,000 120,000 115,000 125,000 125,000 125,000 130,000 130.000 $ 1.220.000 The District will be responsible for the payment of all of the District's issuance costs incurred in connection with its issuance of the Obligation. If the District is required to pay any of the Winning Bidder's expense, please provide the itemized list below. When calculating and comparing bidders interest rates, these costs will be included in the calculations: The interest rates as indicated above, are binding rates that are to be presented to the Board of Directors of the Trophy Club Municipal Utility District No. 1 on Monday, May 18, 2020 for its approval. Funding is expected on Wednesday, June 17, 2020. Proposer: Contact Person: Phone Number: Through submittal of this executed Bid Form, the undersigned verifies that it does not and will not "boycott Israel" and is not a company that engages in business with Iran, Sudan, or any "foreign terrorist organizations" and it is not on the Texas Comptroller's list concerning the same prepared and maintained thereby under applicable Texas law, all as more fully provided in the Private Placement Term Sheet and the Purchase and Investment Letter. Please email your response by 12:00 P.M. (noon) Central Time on Monday. May 18, 2020 as shown below: Mr. Mike McMahon, Interim General Manager Mr. Steven Krolcyzk, Finance Director Trophy Club Municipal Utility District No. 1 Phone: (682) 831-4600 jcarman@tcmud.org mmcmahon@tcmud.org *Preliminary, subject to change. Copy to: 5 Mr. Andrew Friedman, Managing Director SAMCO Capital Markets, Inc. Phone: (210) 832-9760 afriedman@samcocapital.com Mr. Brian Goins Wells Fargo Brian.L.Goinsna,wellsfareo.com Mr. Nathan D. Goodnight Commerce Bank Nathan. eoodniehtna,commercebank.com Mr. Richard Feist Zions First National Bank Richard. feistaZionsbancorp.com Todd.harrisna,Zionsbancom.com Jonathan.bakernazionsbancorp.com Mr. Mark Stanley Whitney Bank Mark.stanley(whitnevbank.com Mr. Steve Johnson Mr. Brenda Pollard Mr. Larnell Camus Ms. Nancy de Anda Mr. Thomas Ross Mr. Ram Iyer JP Morgan Chase Bank Steven. d. i ohnsona chase. com Brenda. a.nollardainmorean. com Larne11. camusna,inmorean.com Nancv.deanda( inmorean.com Ro s s.thomasna,i nmorean. com Ram.s.iver( chase.com Mr. Jeff Sharp Capital One Public Funding Jeffrev. shamacanitalonebank. com Mr. Barry Renfroe TIB — The Independent Bankers Bank brenfroena,tib.bank Mr. Greg Jebsen American National Bank of Texas ere ei eb sena anbtx. com Ms. Mary Parrish Coley Truist mcolevnabbandt.com Mr. Scott Fletcher Mr. James Virgona Mr. Drew Simmons The Baker Group sfletcher@ eobaker. com ivireonana aobaker.com dsimmonsna,eobaker.com Private Placement Distribution List -Trophy Club MUD No. 1 Mr. Jerret Krouse Mr. Debbie Leal Mr. John Morrell BBVA Compass Bank i erret.krouse (&,,bbva. com Debbie.lealna bbva. com Che.eoffabbva.com Mr. Gary K. Whitt Bank of Texas ewhitta,bankoftexas.com Ms. Kara Harrell J.P. Morgan Kara.har ell@inmorean.com Mr. Chris O'Brien First Tennessee Bank, N.A. ccobrien(a,ftb.com Mr. Mike Weir Ms. Kristen Billings Amegy Bank Mike.weiraameevbank.com Kristen.billinesazionsbancom. com Ms. Sara Reid Mr. Joe Burnett First National Bank Texas Sara.reidna, l stnb.com Joe.burnetta 1 stnb.com Mr. Jeff Salavarria Ms. Shirley Cox Mr. Austin Burns Mr. Anthony White Frost Bank Jeff. salavarria@frostbank.com Shirlev. coxna,fro stbank. com Austin.burnsafrostbank. com awhiteafrostbank.com Mr. Rick Menchaca UMB Bank rick. menchaca@umb. com Mr. Jason Sobel Prosperity Bank Jason. sobel@nrosneritvbankusa.com Mr. Ronnie Miller Community National Bank rmiller(a,cnbanktx.com Mr. Dmitry Semenov Opus Bank dsemenov@onusbank.com Mr. Blair Swain Pinnacle Public Finance, Inc. B Swain(a b ankunited. com Mr. Nathan Bradds First Internet Bank nbradds na,firstib. com Mr. George Hansard The Pecos County State Bank Georee.hansardancsbank.net Mr. Richard Chafey Commerce Street Capital rchafevna,cstreetcan.com Mr. Craig Roberts Guaranty Bank & Trust crobertsaentv.com Mr. Tony Cook City National Bank Tonv.cooknabankatcnb.com Mr. Chris Gibbins Texas Heritage National Bank ceibbins(a texashnb.com Mr. Jason Snodgrass Pilgrim Bank i snoderassna,nilerimbank.com PRIVATE PLACEMENT LETTER May 18, 2020 Re: $1,220,000 Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020 (the "Bonds") Trophy Club Municipal Utility District No. 1 (the "District") 100 Municipal Drive Trophy Club, Texas 76262 McLean & Howard, L.L.P. ("Bond Counsel") Barton Oaks Plaza, Building II 901 South MoPac Expy., Suite 225 Austin, TX 78746 JPMorgan Chase Bank, NA 8111 Preston Road, 2nd Floor Dallas, Texas 75225 Ladies and Gentlemen: We have agreed to purchase, and the District has agreed to sell to us, the Bonds at the purchase price of $1,220,000 with no accrued interest. The Bonds will bear the terms, redemption provisions, if any, and be secured as described in the Order authorizing the same, dated as of May 18, 2020, subject to receipt by you and by us of such opinions, certificates, and other documents as you or we may reasonably require to establish the validity and legality of the Bonds. We understand, and the District acknowledges, that the District will deliver its audited financial statements within 180 days of the end of each fiscal year. We hereby represent and warrant that: (1) we are (i) an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act of 1933, or (ii) a state or national bank organized under the laws of the United States, and we have sufficient knowledge and experience in financial and business matters, including the purchase and ownership of municipal obligations, to be able to evaluate the economic risks and merits of the investment represented by the purchase of the Bonds; (2) we have made our own inquiry and analysis with respect to the Bonds and the security therefor, and other material factors affecting the security and payment of the Bonds, and we have not relied upon any statement by you, your officers, directors, or employees, or your financial consultants or legal advisors in connection with such inquiry or analysis or in connection with the offer and sale of the Bonds; (3) we have either been furnished with or have had access to all necessary information that we desire in order to enable us to make an informed investment decision concerning investment in the Bonds, and we have had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the purpose for which the proceeds of the Bonds will be utilized, and the security therefor, so that we have been able to make an informed decision to purchase the Bonds; (4) we are purchasing the Bonds, as evidence of a privately -placed and negotiated bank loan to the District, for our own account and not with a view to, and with no present intention of, selling, pledging, transferring, conveying, hypothecating, mortgaging, disposing, reoffering, distributing, or reselling the Bonds, or any part or interest thereof, except to persons who are able to and do confirm in writing to us and to you the representations contained in paragraphs (1) through (3) and this paragraph to the same extent as if such paragraphs referred to such persons; (5) we further acknowledge that we are responsible for consulting with our advisors concerning any obligations, including, but not limited to, any obligations pursuant to federal and state securities and income tax laws, we may have with respect to subsequent purchasers of the Bonds if and when any such future disposition of the Bonds may occur; (6) we will be furnished a certificate, dated as of the closing of the Bonds, of appropriate officials of the District, to the effect that (i) the District is not party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the District, would have a materially adverse effect on the financial condition of the District and (ii) there has not been any materially adverse change in the financial condition of the District since June 30, 2013, the latest date as of which audited financial information is available; (7) we will be furnished an executed Federal Tax Certificate and IRS Form 8038-G, in the form approved by McCall, Parkhurst & Horton L.L.P. ("Tax Counsel"); (8) we will be furnished an executed Order (the "Bond Order") duly adopted by the Board of Directors of the District, which contains all relevant provisions governing the Bonds (including the interest rate, term, amortization, security, designation of the Bonds as qualified tax-exempt obligations, to the extent applicable), and all other conditions, warranties and covenants as are usual and customary for transactions of the same general type; (9) we will be furnished an approving legal opinion from Bond Counsel as to the due authorization, issuance and delivery of the Bonds. (10) we will be furnished an approving opinion from Tax Counsel as to the exemption of interest thereon federal income taxation; (11) we will be furnished an opinion of the Attorney General of the State of Texas approving the Bonds as required by law and evidence reflecting the registration of the Bonds by the Comptroller of Public Accounts of the State of Texas as required by law; and (12) we understand and agree that the foregoing representations and warranties will be relied upon by Bond Counsel, in rendering their opinion on the exemption of the Bonds from the registration requirements under existing federal and state securities laws. The District shall pay all reasonable expenses associated with the issuance of the Bonds including, but not limited to, (i) the cost of preparation and printing of the Bonds; (ii) the fees and disbursements of Bond Counsel and Tax Counsel; (iii) the fees and disbursements of the Financial Advisor to the District; (iv) the fees and disbursements of any accountants, consultants or other advisers retained by the District in connection with the issuance of the Bonds; (v) the fees of the Attorney General of the State; and (vi) the MAC assessment fees, if any. [The remainder of this page intentionally left blank.] Very truly yours, JPMorgan Chase Bank, N.A. By Name: yeoc.7.r Title V -P. AGREED TO AND ACCEPTED this day of %AA el 201,D. TROPHY CLUB MUNICIPAL UTILITY DISTRICTN. 1 By: Name: Ertf‘VD\O--A Titie:qeStditm- THE STATE OF TEXAS CERTIFICATE FOR ORDER § COUNTIES OF TARRANT AND DENTON § I, the undersigned officer of the Board of Directors of Trophy Club Municipal Utility District No. 1 hereby certify as follows: 1. The Board of Directors of Trophy Club Municipal Utility District No. 1 convened in a regular meeting on May 18, 2020, and the roll was called of the duly constituted officers and members of the Board, to -wit: Gregory Wilson President William C. Rose Vice President Stephen J. Flynn Secretary/Treasurer Kelly Castonguay Director Mark A. Chapman Director and all of said persons were present, thus constituting a quorum. Whereupon, among other business, the following was transacted at the meeting: a written ORDER AUTHORIZING THE ISSUANCE OF $1,220,000 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX REFUNDING BONDS, SERIES 2020; PRESCRIBING THE TERMS AND PROVISIONS THEREOF; MAKING PROVISION FOR THE PAYMENT OF THE INTEREST THEREON AND THE PRINCIPAL THEREOF; AUTHORIZING THE SALE OF THE BONDS; APPROVING A PRIVATE PLACEMENT MEMORANDUM, A PAYING AGENT/REGISTRAR AGREEMENT AND AN ESCROW AGREEMENT; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT was introduced for the consideration of the Board. It was then duly moved and seconded that the Order be adopted; and, after due discussion, the motion, carrying with it the adoption of the Order, prevailed and carried by the following vote: Ayes: 5 Nays: 0 2. That a true, full and correct copy of the aforesaid Order adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Order has been duly recorded in the Board's minutes of the meeting; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the Board as indicated therein; that each of the officers and members of the Board was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid meeting, that the Order would be introduced and considered for adoption at the meeting, and each of the officers and members consented, in advance, to the holding of the meeting for such purpose; that the meeting was open to the public as required by law; and that public notice of the time, place and subject of the meeting was given as required by Chapter 551, Texas Government Code, and Section 49.063, Texas Water Code. tactrir SIGNED AND SEALED on this day of I I I I if \s\N't.\ \ya M /, ° 6 " • *6 AN ra ( 41/4z4 0° E ° 6 . cz, c‘1, ° '*•-•*-- = CC a 0 a -< u- 0 = * \>N 0 3 g • Q 9\\\ /111 I int0 Secretary/Treasurer, Boar of Directors , 2020. ORDER AUTHORIZING THE ISSUANCE OF $1,220,000 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX REFUNDING BONDS, SERIES 2020; PRESCRIBING THE TERMS AND PROVISIONS THEREOF; MAKING PROVISION FOR THE PAYMENT OF THE INTEREST THEREON AND THE PRINCIPAL THEREOF; AUTHORIZING THE SALE OF THE BONDS; APPROVING A PRIVATE PLACEMENT MEMORANDUM, A PAYING AGENT/REGISTRAR AGREEMENT AND AN ESCROW AGREEMENT; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT Adopted: May 18, 2020 TABLE OF CONTENTS ARTICLE I 3 DEFINITIONS, FINDINGS AND INTERPRETATION 3 ARTICLE II 5 AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS 5 ARTICLE III 9 REDEMPTION OF BONDS BEFORE MATURITY 9 ARTICLE IV 10 PAYING AGENT/REGISTRAR 10 ARTICLE V 11 FORM OF THE BONDS 11 ARTICLE VI 17 SALE AND DELIVERY OF BONDS; PRIVATE PLACEMENT MEMORANDUM 17 ARTICLE VII 17 APPLICATION OF PROCEEDS 17 ARTICLE VIII 18 FUND; FLOW OF FUNDS 18 ARTICLE IX 19 TAX EXEMPTION 19 ARTICLE X 21 DEFAULT AND REMEDIES 21 ARTICLE XI 22 DISTRICT OFFICERS' DUTY 22 ARTICLE XII 23 MISCELLANEOUS 23 ARTICLE XIII 24 EFFECTIVENESS 24 ORDER AUTHORIZING THE ISSUANCE OF $1,220,000 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX REFUNDING BONDS, SERIES 2020; PRESCRIBING THE TERMS AND PROVISIONS THEREOF; MAKING PROVISION FOR THE PAYMENT OF THE INTEREST THEREON AND THE PRINCIPAL THEREOF; AUTHORIZING THE SALE OF THE BONDS; APPROVING A PRIVATE PLACEMENT MEMORANDUM, A PAYING AGENT/REGISTRAR AGREEMENT AND AN ESCROW AGREEMENT; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON Recitals § § WHEREAS, Trophy Club Municipal Utility District No. 1 (the "District") is a conservation and reclamation district, a body corporate and politic and governmental agency of the State of Texas, created as a municipal utility district pursuant to Article 16, Section 59, of the Texas Constitution by order of the Texas Commission on Environmental Quality ("TCEQ"), the successor in interest to the Texas Water Commission (collectively, the "Commission"), and the District operates pursuant to Chapters 49 and 54 of the Texas Water Code, as amended (the "Act"); and WHEREAS, the District is the successor by merger and consolidation of Trophy Club Municipal Utility District No. 1 ("Prior MUD 1 ") and Trophy Club Municipal Utility District No. 2 ("Prior MUD 2" and with Prior MUD 1, the "Prior MUDs") pursuant to a consolidation election held in the District on May 9, 2009 (the "Consolidation Election") by which the District consolidated the Prior MUDs into the District and assumed all outstanding and voted but unissued bonds and taxes of the Prior MUDs; and WHEREAS, the District is authorized by the Act to purchase, construct, acquire, own, operate, maintain, repair, improve, or extend inside or outside its boundaries any and all works, improvements, facilities, plants, equipment and appliances necessary to accomplish the purposes of its creation, all in accordance with the Act; and WHEREAS, the voters within Prior MUD 1, at an election held on November 8, 1983, voted the implementation of a plan for operation of a Fire Department pursuant to Section 50.005 of the Water Code, which is now Subchapter L, Chapter 49 of the Water Code, which plan was approved by the Commission by Order dated August 22, 1983; and WHEREAS, an election was held for and within Prior MUD 1 on May 10, 2008, (the "Bond Election") to submit to the duly qualified resident electors of the District the propositions of authorizing the District's issuance of bonds, in one or more series, in the aggregate principal amount of $2,000,000, with the bonds of each such series, respectively, to mature within not more than 40 years, be sold at such prices, and bear interest at such rates, as shall be determined within the discretion of the Board of Directors, in accordance with law for the purpose of providing funds for constructing and equipping an addition to a building and facilities for a fire station for fire fighting purposes, and to provide for the payment of principal of and interest on such bonds by the levy and collection of a sufficient ad valorem tax upon all taxable property within said District, without limit as to rate or amount; and 1 WHEREAS, the District has heretofore issued its $2,000,000 Trophy Club Municipal Utility District No. 1 Unlimited Tax Bonds, Series 2010 (the "Series 2010 Bonds") pursuant to the foregoing election authorization; WHEREAS, the District now desires to issue its $1,220,000 Unlimited Tax Refunding Bonds, Series 2020 (the "Bonds") to refund a portion of the outstanding principal amount of the Series 2010 Bonds, as identified on Exhibit "A" attached hereto (collectively, the "Refunded Bonds"); and WHEREAS, the refunding bonds hereafter authorized are being issued and delivered pursuant to Chapter 1207, Texas Government Code, as amended ("Chapter 1207"); Article XVI, Section 59 of the Texas Constitution; and Chapters 49 and 54 of the Texas Water Code; and WHEREAS, Chapter 1207 authorizes the District to issue refunding bonds for the purpose of refunding the Refunded Bonds in advance of their maturities and to deposit the proceeds from the sale thereof together with any other available funds or resources, directly with a place of payment (paying agent) for the Refunded Bonds or eligible trust company or commercial bank, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Bonds; and WHEREAS, Chapter 1207 further authorizes the District to enter into an escrow agreement with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the District and such escrow agent may agree, provided that such deposits may be invested and reinvested only in obligations allowed by law and by the Orders authorizing the issuance of the Refunded Bonds, which investments shall mature and bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment or prior redemption of the Refunded Bonds; and WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of the kind authorized and permitted by Chapter 1207; and WHEREAS, the Board of Directors of the District deems it advisable and in the best interest of the District to refund the Refunded Bonds in order to achieve a gross present value debt service savings of $253,562.50 and a net present value debt service savings of $169,686.83 (13.908757%) net of the District contribution to the refunding; and WHEREAS, the issuance of the refunding bonds herein authorized will not result in the maximum annual debt service requirements in any Fiscal Year after the issuance of such refunding bonds exceeding the maximum annual debt service requirements in any Fiscal Year prior to the issuance of such refunding bonds; and WHEREAS, the meeting at which this Order is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; IT IS, THEREFORE, ORDERED BY THE BOARD OF DIRECTORS OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 THAT: 2 ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION Section 1.01 Definitions. For all purposes of this Order, unless the context requires a different meaning or except as otherwise expressly provided, the following terms shall have the meanings assigned to them below: "Act" means, collectively, Chapter 49 and Chapter 54, Texas Water Code, as amended and the provisions of Article XVI, Section 59 of the Texas Constitution. "Authorized Denominations" mean the denomination of $5,000 principal amount or any integral multiple thereof "Board" means the Board of Directors of the District. "Bond" or "Bonds" means the Bond authorized in Section 3 of this Order, unless the context clearly indicates otherwise. "Bond Date" means June 1, 2020. "Business Day" means any day which is not a Saturday, Sunday, a day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to remain closed, or a legal holiday. "Closing Date" means the date of initial delivery of the Bonds to the Purchaser against payment therefor. "Code" shall mean the Internal Revenue Code of 1986, as amended by any amendments thereto enacted prior to the Closing Date. "Debt Service" means, collectively, the principal of and interest due and payable on the Bonds. "Debt Service Fund" means the fund created or affirmed by Section 8.01 of this Order. "Definitive Bonds" shall mean the Initial Bond, as may be transferred and converted into or exchanged for fully registered Bonds in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof. "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 or Paying Agent/Registrar, the office of such designated and located as may be agreed upon by the District and such successor. "District" shall mean Trophy Club Municipal Utility District No. 1. "Escrow Agreement" means that certain Escrow Agreement entered into by the District and The Bank of New York Mellon Trust Company, National Association, Dallas, Texas. "Escrow Fund" means the fund created under Section 7.03. "Escrow Agent" means The Bank of New York Mellon Trust Company, National Association, 3 Dallas, Texas "Initial Bond" means the Initial Bond authorized by Section 2.06(d). "Interest Payment Date" means each March 1 and September 1, commencing September 1, 2020, until maturity or prior redemption thereof. "Owner" means any person who shall be the registered owner of any Bond. "Paying Agent/Registrar" shall mean JPMorgan Chase Bank NA, Dallas, Texas, until a successor Paying Agent/Registrar shall have been appointed pursuant to the applicable provisions of this Order, and thereafter "Paying Agent/Registrar" shall mean such successor Paying Agent/Registrar. "Place of Payment" shall mean the designated office of the Paying Agent/Registrar in Dallas, Texas. "Private Placement Memorandum" means, collectively, that certain Private Placement Memorandum and Addendum to Private Placement Term Sheet attached hereto as Exhibit "B". "Purchaser" means JPMorgan Chase Bank, N.A., Dallas, Texas. "Record Date" for the interest payable on any Interest Payment Date shall mean the fifteenth calendar day of the month next preceding such Interest Payment Date. "Refunded Bonds" means the outstanding principal amount of the Series 2010 Bonds to be refunded by the Bonds as identified in Exhibit "A" attached hereto. "Register" means the books of registration kept by the Paying Agent/Registrar, in which are maintained the names and addresses of, and the principal amounts of the Bonds registered to each Owner. "Order" shall mean this Order authorizing the issuance of the Bonds. "Series 2010 Bonds" means the $2,000,000 Trophy Club Municipal Utility District No. 1 Unlimited Tax Bonds, Series 2010. "Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the payment of principal, redemption premium, if any, or interest on the Bonds as the same become due and payable or money set aside for the payment of Bonds duly called for redemption prior to maturity and remaining unclaimed by the Owners of such Bonds for 90 days after the applicable payment or redemption date. Section 1.02 Findings. The declarations, determinations and findings declared, made and found in the preamble to this Order are hereby adopted, restated and made a part of the operative provisions hereof. Section 1.03 Table of Contents, Titles and Headings. The table of contents, titles and headings of the Articles and Sections of this Order 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 Order or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.04 Interpretation. 4 (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 Order and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Order. ARTICLE II AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 2.01 Authorization and Purpose. The District's Bonds to be designated "Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020" are hereby authorized to be issued and delivered in fully registered form, without coupons, in the aggregate principal amount of ONE MILLION TWO HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS ($1,220,000) for the purpose of refunding the Refunded Bonds, and paying the costs of issuing the Bonds. The Bonds shall be issued pursuant to the Constitution and laws of the State of Texas, particularly Chapter 1207, Texas Government Code; Article XVI, Section 59 of the Texas Constitution, and Chapters 49 and 54 of the Texas Water Code. Section 2.02 Dates and Numbers . The Bond shall be dated the Bond Date. The Bond shall be numbered R-1. Section 2.03 Interest Rates and Maturity of the Bonds. (a) The Bond shall mature on September 1, 2031 and shall bear interest from the Closing Date at the per annum rate of 1.3% (b) Said interest shall be calculated on the basis of a 360 -day year composed of twelve 30 -day months and shall be payable semi-annually on March 1 and September 1 of each year, commencing September 1, 2020, until maturity or redemption of the Bond. Section 2.05 Medium, Method and Place of Payment. (a) The District will duly and punctually pay the principal of and interest on the Bonds in accordance with their terms in lawful money of the United States of America and shall deposit with the Paying Agent/Registrar on or before each Interest Payment Date funds sufficient to pay the principal of and interest on the Bonds then due, as provided in this Section. (b) Interest on the Bonds shall be paid to the Owners thereof as shown in the Register at the close of business on the Record Date by check (dated as of the Interest Payment Date) and sent by the Paying Agent/Registrar to the person entitled to such payment, first class United States mail, 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 paid; provided, however, that such person shall bear all risk and expense of such other customary banking arrangement. (c) The principal of each Bond shall be paid to the Owner on the due date (whether at the Stated Maturity or the date of prior redemption thereof) upon presentation and surrender of such Bond at the Place of Payment. 5 (d) If the specified date for any payment of principal (or Redemption Price) of or interest on the Bonds shall be a Saturday, Sunday, or legal holiday or equivalent (other than a moratorium) for banking institutions generally in the city in which the Place of Payment is located, such payment may be made on the next succeeding day which is not one of the foregoing days without additional interest and with the same force and effect as if made on the specified date for such payment. (e) In the event of nonpayment of interest on a Bond on an Interest Payment Date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the District. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" that shall be fifteen (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. (f) Unclaimed payments shall be segregated in a special escrow account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds to which the unclaimed payments pertain. Subject to Title 6 of the Texas Property Code, 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 District to be used for any lawful purpose related to the System. Thereafter, neither the District, 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 of the Texas Property Code. Section 2.06 Execution and Registration of Bonds. (a) The Bonds shall be executed on behalf of the District by the President or Vice President and Secretary/Treasurer of the Board, by their manual or facsimile signatures, and the official seal of the District shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of said officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of the District had been manually impressed upon each of the Bonds. (b) In the event that any officer of the District 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 Order unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Paying Agent/Registrar. It shall not be required that the same officer or authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond delivered at the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided herein, manually executed by the Comptroller of Public Accounts of the State of Texas, or by his duly authorized agent, which Certificate shall be evidence that the Bond has been duly approved by the Attorney General of the State of Texas, that it is a valid and 6 binding obligation of the District and that it has been registered by the Comptroller of Public Accounts of the State of Texas. (d) On the Closing Date, one Initial Bond to be number T-1, payable to the Purchaser or its designee, manually signed by the President or Vice President and Secretary/Treasurer of the Board, approved by the Attorney General and registered and manually signed by the Comptroller of Public Accounts, will be delivered to the Purchaser or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to the Purchaser or its designee one Definitive Bond in the aggregate principal amount of all Bonds. Section 2.07 Ownership. (a) The District, the Paying Agent/Registrar and any other person may treat the person in whose name any Bond is registered as the absolute Owner of such Bond for the purpose of making and receiving payment of the principal thereof and redemption premium, if any, thereon, for the further purpose of making and receiving payment of the interest thereon and for all other purposes (except interest will be paid to the person in whose name such bond is registered on the Record Date or Special Record Date, as applicable), whether or not such Bond is overdue and neither the District nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of a Bond shall be valid and effectual and shall discharge the liability of the District and the Paying Agent/Registrar upon such Bond to the extent of the sum paid. Section 2.08 Resistration. Transfer and Exchange. (a) So long as any Bonds remain outstanding, the District shall cause the Paying Agent/Registrar to keep at the Place of Payment 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 Order. (b) The ownership of a Bond may be transferred only upon the presentation and surrender of the Bond at the Place of Payment 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 Place of Payment 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 District and shall be entitled to the benefits and security of this Order to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. (e) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for a different denomination of any of the Bonds. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer or exchange of a Bond. 7 (f) Neither the District nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond during the fifteen (15) day period next preceding any Interest Payment Date or to transfer or exchange and Bond called for redemption, in whole or in part, where such redemption is scheduled to occur within 30 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 2.09 Cancellation. All Bonds paid or redeemed before scheduled maturity in accordance with this Order, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Order, shall be canceled and disposed of in accordance with the Securities Exchange Act of 1934 and the rules and regulation promulgated thereunder. Section 2.10 Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar 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 District 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 therewith. (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 or her 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 to save it and the District 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 District and the Paying Agent/Registrar. (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 District 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 District 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 if it has become due and payable or may pay such Bond when it becomes due and payable. 8 (e) Each replacement Bond delivered in accordance with this Section shall constitute an original additional contractual obligation of the District and shall be entitled to the benefits and security of this Order to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. ARTICLE III REDEMPTION OF BONDS BEFORE MATURITY Section 9.01 Limitation on Redemption. The Bonds shall be subject to redemption before their scheduled maturity only as provided in this Article. Section 9.02 Optional Redemption. The Bonds shall not be subject to optional redemption. Section 9.03 Mandatory Redemption. (a) The Bond is subject to mandatory sinking fund redemption prior to maturity in the following amounts, on the following dates, and at a price of par plus accrued interest to the date of redemption from amounts required to be deposited in the Debt Service Fund: REDEMPTION DATE PRINCIPAL AMOUNT 09/01/2021 $15,000 09/01/2022 $115,000 09/01/2023 $115,000 09/01/2024 $120,000 09/01/2025 $120,000 09/01/2026 $115,000 09/01/2027 $120,000 09/01/2028 $125,000 09/01/2029 $125,000 09/01/2030 $125,000 09/01/2031 $125,000 (b) The principal amount of the Bond required to be redeemed on a mandatory redemption date may be reduced, at the option of the District, by the principal amount of Bond which, at least 50 days prior to a mandatory redemption date, (i) shall have been acquired by the District at a price not exceeding the principal amount of such Bond plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation; (ii) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement; or (iii) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the District with monies in the Debt Service Fund at a price not exceeding the principal amount of the Bond plus accrued interest to the date of purchase thereof. 9 Section 9.04 Notice of Redemption to Owners. Notice of the redemption shall be mailed by the Paying Agent/Registrar in the name and at the expense of the District not less than 30 days prior to the Redemption Date, to each Owner of Bonds to be redeemed. The notice of redemption shall either (i) explicitly state that the proposed redemption is conditioned on there being on deposit on the Redemption Date sufficient funds to pay the Redemption Price of the Bonds to be redeemed, or (ii) be sent only if sufficient funds to pay the Redemption Price of the Bonds to be redeemed is on deposit. The notice of redemption shall state: 1. the Redemption Date, 2. the Redemption Price, 3. the principal amount, the identification (by Bond number, Stated Maturity, interest rate and Bond Date of the Bonds), 4. that on the Redemption Date the Redemption Price of each of the Bonds to be redeemed will become due and payable and that interest thereon shall cease to accrue from and after said date, and 5. that the Bonds to be redeemed are to be surrendered for the payment of the Redemption Price at the office of the Paying Agent/Registrar, and the address of such Paying Agent/Registrar. Section 9.05 Payment Upon 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 received by the Paying Agent/Registrar sufficient to pay the principal of and accrued interest on such Bonds. (b) Upon presentation and surrender of any Bond called for redemption at the designated office of the Paying Agent/Registrar, on or after the date fixed for redemption, the Paying Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on such Bond from the moneys set aside for such purpose. Section 9.06 Effect of Redemption. (a) Notice of redemption having been given as provided in Section 3.04 of this Order, the Bonds called for redemption shall become due and payable on the date fixed for redemption and, unless the District defaults in the payment of the principal thereof or accrued interest thereon, such Bonds 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 any Bond called for redemption is not so paid upon presentation and surrender thereof for redemption, such shall continue to bear interest at the rate stated on the Bond until paid or until due provision is made for the payment of same. Section 9.07 Lapse of Payment. Money set aside for the redemption of Bonds and remaining unclaimed by the Owners thereof shall be subject to the provisions of Section 2.05(0. ARTICLE IV PAYING AGENT/REGISTRAR Section 9.01 Appointment of Paving Agent/Registrar. 10 (a) The District shall at all times maintain a paying agent/registrar ("Paying Agent/Registrar") meeting the qualifications herein described, for the performance of the duties hereunder. Branch Banking and Trust Company, is hereby appointed Paying Agent/Registrar for such purposes. (b) The President and the Vice President of the Board or either of them, and the Secretary/Treasurer and any Assistant or Acting Secretary of the Board, or any of them, are hereby authorized and directed to execute an agreement with the Paying Agent/Registrar for the Bonds. 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 Order and that it will perform the duties and functions of Paying Agent/Registrar prescribed hereby. Section 9.02 Approval of Paving Agent/Registrar Agreement. The Paying Agent/Registrar Agreement by and between the District and JPMorgan Chase Bank NA, Dallas, Texas ("Paying Agent/Registrar Agreement") in substantially the form and substance attached hereto as Exhibit "B" is hereby approved and the President or Vice President of the Board is hereby authorized and directed to complete, amend, modify, and execute the Paying Agent/Registrar Agreement, as necessary and the Secretary is authorized and directed to attest such agreement. Section 9.03 Oualifications of Paving Agent/Registrar. Every Paying Agent/Registrar appointed hereunder shall be a commercial bank, trust company organized under the laws of the State of Texas, or other entity duly qualified and legally authorized to serve as, and perform the duties and services of, paying agent and registrar for the Bonds. Section 9.04 Maintaining Paving Agent/Registrar. (a) At all times while any Bonds are outstanding, the District will maintain a Paying Agent/Registrar that is qualified under Section 4.03 of this Order. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the District will promptly appoint a replacement. Section 9.05 Termination of Paving Agent/Registrar. (a) The District reserves the right to appoint a successor Paying Agent/Registrar by (i) filing with the person then performing such functions a certified copy of a Order or order giving forty-five (45) days notice of the termination of the agreement and appointing a successor; and (ii) causing not less than forty-five (45) days notice to be given to each Owner, specifying the substitution of another Paying Agent/Registrar, the effective date thereof and the address of such successor, but no termination shall become effective until such successor shall have accepted the duties of the Paying Agent/Registrar hereunder by written instrument. (b) If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the successor Paying Agent/Registrar. Section 9.01 Form Generally. ARTICLE V FORM OF THE BONDS 11 (a) The Bonds, including the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of the Paying Agent/Register and the Assignment 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 Order, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the District or by the officers executing such Bonds, as evidenced by their execution thereof. 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. (b) The definitive Bonds shall be typewritten, printed, lithographed, or engraved and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Bonds, as evidenced by their execution thereof. The Initial Bond submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. Section 9.02 Form of the Bonds. The form of the Bonds, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas (which shall only appear on the Initial Bond), 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. UNITED STATES OF AMERICA STATE OF TEXAS REGISTERED REGISTERED NUMBER AMOUNT No. $ TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX REFUNDING BOND SERIES 2020 INTEREST RATE MATURITY DATE % BOND DATE CLOSING DATE June 1, 2020 June 17, 2020 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 (the "District") promises to pay to JPMorgan Chase Bank, N.A. or registered assigns, on the Maturity Date specified above, the sum of 12 Dollars upon presentation and surrender of this Bond at the Designated Payment/Transfer Office in Dallas, Texas (the "Designated Payment/Transfer Office"), of JPMorgan Chase Bank, NA, Dallas, Texas (the "Paying Agent/Registrar"), payable in lawful money of the United States of America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360 -day year of twelve 30 -day months, from the later of the Closing Date, or the most recent interest payment date to which interest has been paid or duly provided for. Interest on this Bond is payable by check, or by such other customary banking arrangements acceptable to the Paying Agent/Registrar and the registered owner (at the risk and expense of such owner), on each March 1 and September 1 until the earlier of maturity or prior redemption, beginning on September 1, 2020, mailed, by United States mail, first class, postage prepaid, to the registered owner as shown on the books of registration kept by the Paying Agent/Registrar as of the fifteenth calendar day of the month next preceding such interest payment date. THIS BOND is issued pursuant to Chapter 1207, Texas Government Code, and a certain Order adopted by the Board of Directors of the District (the "Order") for the purpose of refunding certain outstanding obligations of the District and paying the costs of issuing the Bonds. THIS BOND is not subject to optional redemption. This Bond is subject to mandatory sinking fund redemption prior to maturity in the following amounts, on the following dates, and at a price of par plus accrued interest to date of redemption from amounts required to be deposited in the Debt Service Fund: REDEMPTION DATE PRINCIPAL AMOUNT 09/01/2021 $15,000 09/01/2022 $115,000 09/01/2023 $115.000 09/01/2024 $120.000 09/01/2025 $120,000 09/01/2026 $115.000 09/01/2027 $120,000 09/01/2028 $125,000 09/01/2029 $125,000 09/01/2030 $125.000 09/01/2031 $125,000 Reference is made to the Order for complete details concerning the manner of mandatory redemption of the Bond. NOTICE OF ANY REDEMPTION shall be given at least thirty (30) days prior to the date fixed 13 for redemption by United States mail, first-class, postage prepaid, addressed to the registered owners of each Bond to be redeemed in whole at the address shown on the books of registration kept by the Paying Agent/Registrar. When Bonds have been called for redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. THIS BOND IS TRANSFERABLE only upon presentation and surrender at the Designated Payment/Transfer office of the Paying Agent/Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his authorized representative, subject to the terms and conditions of the Order. THIS BOND IS EXCHANGEABLE at the Designated Payment/Transfer Office of the Paying Agent/Registrar for Bonds in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and conditions of the Order. NEITHER THE DISTRICT nor the Paying Agent/Registrar shall be required to transfer or exchange any Bond during the fifteen (15) day period next preceding any interest payment date or to transfer or exchange any Bond called for redemption during the thirty (30) day period prior to the date fixed for redemption of such Bond. THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the Order unless this Bond is either (i) registered by the Comptroller of Public Accounts of the State of Texas by registration certificate attached or affixed hereto or (ii) authenticated by the Paying Agent/Registrar by due execution of the authentication certificate endorsed hereon. THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and agrees to be bound by all the terms and conditions of the Order. THE DISTRICT has covenanted in the Order that it will at all times provide a legally qualified Paying Agent/Registrar for the Bonds and will cause notice of any change of Paying Agent/Registrar to be mailed to each registered owner. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly issued and delivered; that all acts, conditions and things required or proper to be performed, to exist and to be done precedent to or in the issuance and delivery of this Bond have been performed, exist and have been done in accordance with law; and that annual ad valorem taxes, without legal limit as to rate, sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the District and have been pledged irrevocably for such payment. IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of the President or Vice President of the Board and countersigned with the manual or facsimile signature of the Secretary/Treasurer of the Board, and the official seal of the District has been duly impressed, or placed in facsimile, on this Bond. TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 14 President, Board of Directors [SEAL] Secretary/Treasurer, Board of Directors (b) Form of Registration Certificate of Comptroller of Public Accounts. The following Comptroller's Registration Certificate may be deleted from the definitive Bonds if such certificate on the Initial Bond is fully executed. COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding obligation of Trophy Club Municipal Utility District No. 1, and that this Bond has this day been registered by me. [SEAL] WITNESS MY SIGNATURE AND SEAL this Comptroller of Public Accounts of the State of Texas (c) Form of Paving Agent/Rethstrar's Authentication Certificate. The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond if the Comptroller's Registration Certificate appears thereon. AUTHENTICATION CERTIFICATE The records of the Paying Agent/Registrar show that this Bond has been delivered pursuant to the Bond Order described in the text of this Bond in exchange for or in replacement of a bond, bonds, or a portion of a bond approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas and that this is one of the Bonds referred to in the within -mentioned Bond Order JPMorgan Chase Bank NA, Dallas, Texas, Paying Agent/Registrar 15 Date of Authentication: (d) Form of Assignment. By: Authorized Signature ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and Zip Code of transferee): (Social Security or other identifying number: ) the within Bond and all rights hereunder and herby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the premises. Date: Signature Guaranteed By: Authorized Signatory NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. (e) The form of the Initial Bond shall be in the form set forth above for the form of the definitive Bond, except for the following: (i) immediately under the name of the Bond, the headings "INTEREST RATE" and MATURITY DATE" shall be both completed with the words "As Shown Below;" (ii) in the first paragraph of the Bond, the words "on the Maturity Date specified above, the sum of dollars" shall be deleted and the following shall 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: Principal Maturity Date Interest Amount Rate" (Information to be inserted from Section 2.03(a) of this Order) 16 (iii) the Initial Bond shall be numbered T-1. Section 9.03 Legal Opinion. The approving opinion of Bond Counsel, McLean & Howard, L.L.P. may be printed on the back of the Bonds with the certification of the Secretary of the Board which may be executed in facsimile. In addition, if any bond insurance is obtained, any statement of insurance may be placed on the Bonds. ARTICLE VI SALE AND DELIVERY OF BONDS; PRIVATE PLACEMENT MEMORANDUM Section 9.01 Sale of Bonds . (a) The sale of the Bonds is hereby awarded to the Purchaser under the terms and conditions contained in the Private Placement Memorandum attached hereto as Exhibit "C" and incorporated herein by reference as a part of this Order for all purposes. The President of the Board of Directors is hereby authorized and directed to execute said Private Placement Memorandum for and on behalf of the District and as the act and deed of this Board, and in regard to the approval and execution of the Private Placement Memorandum, the Board hereby finds, determines and declares that the representations, warranties, and agreements of the District contained therein are true and correct in all material respects and shall be honored and performed by the District. (b) Upon the registration of all of the Bonds, the Comptroller of Public Accounts of the State of Texas is authorized and instructed to deliver all of the Bonds to McLean & Howard, L.L.P. or pursuant to such firm's order, for delivery to the Purchaser or to the District's depository. (c) The obligation of the Purchaser to accept delivery of the Bonds is subject to the Purchaser being furnished with the final, approving opinion of McLean & Howard, L.L.P., Bond Counsel for the District, which opinion shall be dated and delivered the Closing Date. Section 9.02 Control and Delivery of Bonds. (a) The President of the Board is hereby authorized to have control of the Initial Bond and all necessary records and proceedings pertaining thereto pending investigation, examination and approval of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. (b) After registration by the Comptroller of Public Accounts, delivery of the Bonds shall be made to the initial Purchaser thereof under and subject to the general supervision and direction of the President of the Board, against receipt by the District of all amounts due to the District under the terms of sale. ARTICLE VII APPLICATION OF PROCEEDS Section 9.01 Bond Proceeds. Proceeds from the sale of the Bonds shall be disbursed in accordance with this Article. 17 Section 9.02 Accrued Interest. Moneys received from the Purchaser representing accrued interest on the Bonds, if any, from their date to the date of their actual delivery shall be deposited into the Debt Service Fund (as hereinafter defined). Section 9.03 Escrow Fund. (a) Proceeds from the sale of the Bonds in the amount of $1,158,260.11 shall be applied to establish an escrow fund (the "Escrow Fund") to refund the Refunded Bonds, as more fully provided below. The balance of the proceeds of sale of the Bonds shall be expended to pay costs of issuance and any excess amount budgeted for such purpose shall be deposited to the credit of the Debt Service Fund. (b) Additionally, on or immediately prior to the date of the delivery of the Bonds to the Purchaser, the District shall transfer in immediately available funds to the Escrow Fund from moneys on deposit in the interest and sinking fund maintained for the payment of the Refunded Bonds the sum of $88,456.14 to accomplish the refunding. Section 9.04 Redemption of Refunded Bonds. The District hereby irrevocably calls the following Refunded Bonds for redemption prior to maturity on the dates set forth below, and authorizes and directs notices of such redemptions to be given in accordance with the Orders authorizing the issuance of such bonds: Bonds to Be Redeemed Redemption Date Trophy Club Municipal Utility District No. 1 Unlimited Tax Bonds, Series 2010, Maturities 2021 through 2031, inclusive September 1, 2020 Section 9.05 Escrow Agreement The discharge and defeasance of the Refunded Bonds, and the establishment of the Escrow Fund, shall be effectuated pursuant to the terms and provisions of an Escrow Agreement to be entered into by and between the District and The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, as Escrow Agent, which shall be substantially in the form attached hereto as Exhibit "D," the terms and provisions of which are hereby approved, subject to such insertions, additions, and modifications as shall be necessary (a) to carry out the program designed for the District by the Purchaser; (b) to maximize the District's present value savings and/or to minimize the District's cost of refunding; (c) to comply with all applicable laws and regulations relating to the refunding of the Refunded Bonds; and (d) to carry out the other intents and purposes of this Order, and the President or Vice President of the Board of Directors is hereby authorized to execute and deliver such Escrow Agreement on behalf of the District in multiple counterparts and the Secretary or Assistant Secretary is hereby authorized to attest thereto and affix the District's seal. ARTICLE VIII FUND; FLOW OF FUNDS Section 9.01 Debt Service Fund. There is hereby created and established the "Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020 Debt Service Fund" (the "Debt Service Fund") which shall be kept separate and apart from all other funds of the District. The Debt Service Fund shall constitute a trust fund which shall be held in trust by the District for the benefit of the Owners of the Bonds. 18 Section 9.02 Investments. Moneys in the Debt Service shall be invested or reinvested in legally authorized investments. Section 9.03 Security of Bonds; Pledse of Ad Valorem Tax. The Bonds are and shall be secured by and payable from the levy of a continuing, direct, annual ad valorem tax, levied without legal limitation as to rate or amount, upon all taxable property within the District. Section 9.04 Tax Levy. The proceeds from all taxes levied, assessed and collected for and on account of the Bonds authorized by this Order shall be deposited, as collected, in the Debt Service Fund. While the Bonds or any Debt Service thereon remains outstanding and unpaid, there is hereby levied and there shall be annually assessed and collected in due time, form and manner, and at the same time as other District taxes are assessed, levied and collected, in each year, a continuing, direct, annual ad valorem tax, without legal limit as to rate or amount, upon all taxable property in the District, sufficient to pay Debt Service on the Bonds as the same becomes due and payable, full allowance being made for delinquencies and costs of collection, and said taxes are hereby irrevocably pledged to the payment of Debt Service and to no other purpose. ARTICLE IX TAX EXEMPTION Section 9.05 Covenants. The District covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the District covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the District, with respect to such private business use, do not, under the terms of this Order or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; 19 (4) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a current refunding bond, for a period of 90 days or less until such proceeds are needed for the purpose for which the bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the Bonds in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); and (9) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(0 of the Code. Section 9.06 Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate Fund" is hereby established by the District for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. Section 9.07 Proceeds. The District understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the District that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the District will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds 20 under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the District agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the District hereby authorizes and directs the President to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the District, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. Section 9.08 Allocation of, and Limitation on Expenditures for the Proiect. The District covenants to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 1 of this Order (the "Project") on its books and records in accordance with the requirements of the Internal Revenue Code. The District recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the District recognizes that in order for proceeds to be expended under the Internal Revenue Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. The District agrees to obtain the advice of nationally -recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect Section 9.01 Designation as Oualified Tax -Exempt Bonds. The District hereby designates the Bonds as "qualified tax-exempt bonds" as defined in section 265(b)(3) of the Code. In furtherance of such designation, the District represents, covenants and warrants the following: (a) that during the calendar year in which the Bonds are issued, the District (including any subordinate entities) has not designated nor will designate bonds, which when aggregated with the Bonds, will result in more than $10,000,000 of "qualified tax-exempt bonds" being issued; (b) that the District reasonably anticipates that the amount of tax-exempt obligations issued, during the calendar year in which the Bonds are issued, by the District (or any subordinate entities) will not exceed $10,000,000; and, (c) that the District will take such action or refrain from such action as necessary, and as more particularly set forth in this Section, in order that the Bonds will not be considered "private activity bonds" within the meaning of section 141 of the Code. Section 9.09 Discharge. The District hereby reserves the right to discharge, defease, or refund the Bonds in any manner now or hereafter permitted by law. ARTICLE X DEFAULT AND REMEDIES Section 9.01 Events of Default. (a) Each of the following occurrences or events for the purpose of this Order is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; 21 (ii) default in the performance or observance of any other covenant, agreement, or obligation of the District and the continuation thereof for a period of 30 days after notice of such default is given by any Owner to the District; or (iii) the District files for protection under the federal Bankruptcy Code or other similar state or federal statute. Section 9.02 Remedies (a) Upon the happening of any Event of Default or the default in the performance or observance of any other covenant, agreement, or obligation of the District, then any Owner or an authorized representative thereof, including but not limited to, a trustee or trustees therefor, may proceed against the District for the purpose of protecting and enforcing the rights of the Owners under this Order, 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) All such proceedings shall be instituted and maintained for the equal benefit of all Owners. (c) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Order, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Order. The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. ARTICLE XI DISTRICT OFFICERS' DUTY Section 9.01 District Officers' Duties. (a) The President and Secretary of the Board of Directors are hereby instructed and directed to do any and all things necessary in reference to the installation, completion and maintenance of the District's plants, facilities and improvements and to make monies available for the payment of the Bonds in the manner provided by law. (b) The President of the Board of Directors shall submit the Bonds, the record of the proceedings authorizing the issuance of the Bonds and any and all other necessary orders, certificates and records to the Attorney General of the State of Texas for his investigation. After obtaining the approval of the Attorney General, the President of the Board of Directors shall cause the Bonds to be registered by the Comptroller of Public Accounts of the State of Texas. (c) The President and Secretary of the Board of Directors are authorized to do any and all things proper and necessary to carry out the intent of this Order. 22 ARTICLE XII MISCELLANEOUS Section 9.01 Attorney General Examination Fee. The District recognizes that under Section 1202.004, Texas Government Code, as amended, the Attorney General of Texas requires a nonrefundable examination fee be paid at the time of submission of the transcript of proceedings authorizing the Bonds and that, based upon the principal amount of the Bonds, such fee will be one tenth of one percent of the principal amount of the Bonds. The appropriate District official is hereby directed to make such payment, or reimburse Bond Counsel for making such on behalf of the District, and such amount is hereby appropriated for such purpose whether or not the Bonds are delivered. The District is also authorized to reimburse the fund used for such payment with proceeds of the Bonds. Section 9.02 No Personal Liability. No recourse shall be had for payment of the principal of or interest on any Bonds or for any claim based thereon, or on this Order, against any official or employee of the District or any person executing any Bonds. Section 9.03 Related Matters. To satisfy in a timely manner all of the District's obligations under this Order, the President, Vice President and Secretary of the Board of Directors of the District and all other appropriate officers and agents of the District are hereby authorized and directed to do any and all things necessary and/or convenient to carry out the terms and purposes of this Order. Section 9.04 Successors and Assigns. Whenever in this Order the District is named and referred to, it shall be deemed to include its successors and assigns, and all covenants and agreements in this Order by or on behalf of the District, except as otherwise provided herein, shall bind and inure to the benefit of its successors and assigns whether or not so expressed. Section 9.05 Benefits of Order. Nothing in this Order or in the Bonds, expressed or implied, shall give or be construed to give any person, firm or corporation, other than the District, the Paying Agent/Registrar and the Owners any legal or equitable right or claim under or in respect of this Order, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions contained in this Order or in the Bonds being for the sole benefit of the District, the Paying Agent/Registrar and the Owners. Section 9.06 Severability. If any word, phrase, clause, sentence, paragraph, Section or other part of this Order, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Order and the application of such word, phrase, clause, sentence, paragraph, Section or other part of this Order to any other persons or circumstances shall not be affected thereby. Section 9.07 Open Meeting. It is hereby officially found and determined that the meeting at which this Order was adopted was open to the public, and public notice of the time, place and purpose of said meeting was properly given, all as required by Chapter 551, Texas Government Code, and Section 49.063, Texas Water Code, as amended. Section 9.08 Amendments. (a) This Order shall constitute a contract with the Owners entered into upon the initial purchase of the Bonds, shall be binding on the District and its successors and assigns whether or not so expressed, and shall not be amended or repealed by the District so long as any Bond remains outstanding except as permitted in this Section. 23 (b) The District may, without the consent of or notice to any Owner, from time to time and at any time amend this Order in any manner that the District determines is not detrimental to the interests of the Owners, for the purpose of the curing of any ambiguity, inconsistency, or formal defect or omission herein or therein. In addition, the District may amend, add to, or rescind any of the provisions of this Order; except that, notwithstanding the foregoing, without the consent of the Owners of all of the affected outstanding Bonds, no such amendment, addition, or rescission shall (1) change the Maturity Date of the Bonds or any Interest Payment Date for an installment of interest thereon, reduce the principal amount thereof, the Redemption Price therefor, or the rate of interest thereon, change the place or places at, or the coin or currency in, which any Bond or the interest thereon is payable, or in any other way modify the terms or sources of payment of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) modify any of the provisions of this Section, except to provide that certain other provisions of this Order cannot be modified or waived without the consent of the Owner of each Bond affected thereby. (c) Any consent to any amendment hereof by the Owner shall bind every future Owner of the same Bond and the Owner of every Bond issued upon transfer or in lieu thereof or in exchange therefor, in respect of anything done or suffered to be done by the District in reliance thereon, whether or not notation of such action is made upon such Bond. (d) Any rating agency rating the Bonds must receive notice of each amendment and a copy thereof at least 15 days in advance of its execution or adoption. Section 9.09 Notice to Owners. Except as may be otherwise provided in this Order, where this Order provides for notice to Owners of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Owner, at the address of such Owner as it appears in the Register. Neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Owner of Bonds shall affect the sufficiency of such notice with respect to all other Owners. Wherever this Order provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the District, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. ARTICLE XIII EFFECTIVENESS Section 9.01 Effectiveness. This Order shall take effect and be in force from and after its passage and approval. 24 ATTEST: 0 4AN PASSED ND APPROVED on this day of May, 2020. President, Board of Directors Secretary/Treasurer, Board Directors IC/p% d".-0 Nrr. • * 1/4j6, A CL • tk:1 0 • -* •• \*". , '• co • 7.? -.4,Y"' • //////4/Ty [AS \\ NMI! 11101 Exhibit "A" Refunded Bonds Trophy Club Municipal Utility District No. 1 Unlimited Tax Bonds, Series 2010 Principal Maturity Amount September 1 $95,000 2021 $100,000 2022 $105,000 2023 $110,000 2024 $115,000 2025 $240,000 (a) 2027 $265,000 (b) 2029 $285,000 (c) 2031 a) Consisting of a term bond in the aggregate principal amount of $240,000 maturing September 1, 2027 and subject to mandatory sinking fund redemption. b) Consisting of a term bond in the aggregate principal amount of $265,000 maturing September 1, 2029 and subject to mandatory sinking fund redemption. c) Consisting of a term bond in the aggregate principal amount of $285,000 maturing September 1, 2031 and subject to mandatory sinking fund redemption. Redemption Date: September 1, 2020 Exhibit "B" Paying Agent/ Registrar Agreement PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT (the "Agreement"), is entered into as of May 18, 2020 by and between Trophy Club Municipal Utility District No. 1 (the "Issuer") and JPMorgan Chase Bank, N.A., a national banking association duly organized and operating under the laws of the United States of America (the "Bank"). RECITALS Pursuant to an order adopted by the Board of Directors of the Issuer on May 18, 2020 (the "Bond Order"), the Issuer has duly authorized and provided for the issuance of its bonds, entitled "Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020" (the "Bonds") in an aggregate principal amount not to exceed $1,220,000, to be issued as fully registered bonds without coupons. All things necessary to make the Bonds the valid obligations of the Issuer, in accordance with their terms, will be done upon the issuance and delivery thereof. The Issuer and the Bank wish to provide the terms under which the Bank will act as Paying Agent to pay the principal, redemption premium (if any) and interest on the Bonds, in accordance with the terms thereof, and under which the Bank will act as Registrar for the Bonds to assure the exclusion from gross income for federal income tax purposes of interest on the Bonds pursuant to Section 149(a) of the Internal Revenue Code of 1986, as amended. The Issuer and the Bank have duly authorized the execution and delivery of this Agreement, and all things necessary to make this Agreement a valid agreement of the parties in accordance with its terms, have been done. NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR SECTION 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Bonds, to pay to the Registered Owners of the Bonds in accordance with the terms and provisions of this Agreement and the Bond Order, the principal of, redemption premium (if any), and interest on all or any of the Bonds. The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. As Registrar for the Bonds, the Bank shall keep and maintain for and on behalf of the Issuer books and records 1 as to the ownership of said Bonds and with respect to the transfer and exchange thereof as provided herein and in the Resolution, a copy of which books and records shall be maintained at the office of the Bank located in the State of Texas or shall be available to be accessed from such office located in the State of Texas. The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Bonds. SECTION 1.02 Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS SECTION 2.01 Definitions: For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Bank" means JPMorgan Chase Bank, N.A., Dallas, Texas, a national bank duly organized and existing under the laws of the United States of America. "Bond Register" means the system of registration kept by the Bank in which are maintained the named and addresses of, and principal amounts of the Bonds registered to, each Registered Owner. "Bond" or "Bonds" means any one or all of the "$1,220,000 Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020." "Bond Order" means the order of the Issuer adopted on May 18, 2020, pursuant to which the Bonds are issued. "Financial Advisor" means SAMCO Capital Markets, Inc., and any successor. "Issuer" means Trophy Club Municipal Utility District No. 1. "Paying Agent" means the Bank when it is performing the function of paying agent. 2 "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Registrar" means the Bank when it is performing the function of registrar associated with such term in this Agreement. All other capitalized terms shall have the meanings assigned in the Bond Order. ARTICLE THREE DUTIES OF THE BANK SECTION 3.01 Initial Delivery of the Bonds. The Bonds will be initially registered and delivered to the purchaser designated by the Issuer as set forth in the Bond Order. If such purchaser delivers a written request to the Bank not later than five business days prior to the date of initial delivery, the Bank will, on the date of initial delivery, exchange the Bonds initially delivered for Bonds of authorized denominations, registered in accordance with the instructions in such request and the Bond Order. SECTION 3.02 Duties of Paving Agent. The Bank is authorized to transfer funds relating to the closing and initial delivery of the securities in the manner disclosed in the closing memorandum approved by the Issuer as prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile transmission of the closing memorandum to be followed by an original of the closing memorandum signed by the financial advisor or the Issuer. As Paying Agent, the Bank shall, provide adequate funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of, redemption premium, if any, and interest, on each Bond in accordance with the provisions of the Bond Order. SECTION 3.03 Duties of Registrar. As Registrar, the Bank shall provide for the proper registration of the Bonds and the exchange, replacement and registration of transfer of the Bonds, in accordance with the provisions of the Bond Order and shall establish and maintain the Bond Register at the Bank's corporate trust office in Dallas, Texas. SECTION 3.04 Unauthenticated Bonds. The Issuer shall provide an adequate inventory of unauthenticated Bonds to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of unauthenticated Bonds will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Bonds in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its own bonds. 3 SECTION 3.05 Reports. The Bank will proved the Issuer reports not less than once each year, which reports will describe in reasonable detail all transactions pertaining to Bonds and the Bond Register. The Issuer may also inspect and make copies of the information in the books of registration at any time the Banks is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. Unless required by law, the Bank will not release or disclose the contents of the Bond Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Bond Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. SECTION 3.06 Canceled Bonds. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already canceled, shall be promptly canceled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Bonds previously authenticated and delivered which the Issuer may have required in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Bank. All canceled Bonds held by the Banks shall be destroyed and evidence of such destruction furnished to the Issuer; provided, however, that if laws or regulations prohibit the Bank from destroying the canceled Bonds, the Bank shall return the canceled Bonds to the Issuer. SECTION 3.07 Standards. The Bank undertakes to perform the duties set forth herein and in the Bond Order and agrees to use reasonable care in the performance thereof. The Bank hereby agrees to use the funds deposited with it for payment of the principal and interest on the Bonds as the same shall become due. SECTION 3.08 Reliance on Documents. Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer. (b) The Bank shall not be liable for any error of judgment made in good faith by Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) This Agreement is not intended to require the Bank to expend its own funds for performance of any duties hereunder. (d) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. 4 SECTION 3.09 Denository/Information Services (a) Money held by the Bank hereunder shall be held in trust for the benefit of the Registered Owners of the Bonds. (b) The Bank shall be under no obligation to pay interest on any money received hereunder. (c) All money deposited with the Bank hereunder shall be secured in the manner and to the fullest extent required by law for the security of funds of the Issuer. All funds held by the Paying Agent shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, including the Public Funds Collateral Act, V.T.C.A., Texas Government Code, Chapter 2257, as amended. Any moneys held by the bank that exceeds the deposit insurance provided by the Federal Deposit Insurance Corporation will be fully collateralized with obligations that are eligible under the laws of the State of Texas. (d) Except to the extent provided otherwise in the Bond Order, any money deposited with the Bank for payment of the principal, redemption premium, if any, or interest on any Bond remaining unclaimed for three years after the date such amounts have become due and payable shall be reported and disposed of by the Bank in accordance with the provisions of Title 6 of the Texas Property Code, as amended, to the extent that such provisions are applicable to such amounts. SECTION 3.10 Denository/Information Services (a) It is hereby represented and warranted that, in the event the Bonds are otherwise qualified and accepted for Depository Trust Company services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the operational arrangements, effective from time to time, which establishes requirements for Bonds to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. (b) Depositories will be given notice in accordance with the then current guidelines of the Securities and Exchange Commission ("SEC") regarding redemptions/refundings and any other addresses or such depositories as the Issuer may designate in writing to the Paying Agent. (c) Information services will be given notice in accordance with the then current guidelines of the SEC regarding redemptions/refundings and such other services providing information with respect to the called/refunded bonds. 5 ARTICLE FOUR MISCELLANEOUS PROVISIONS SECTION 4.01 Recitals of Issuer. The recitals contained in the Bond Order and the Bonds shall be taken as statements of Issuer, and the Bank assumes no responsibility for their correctness. SECTION 4.02 May Own Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights it would have if it were not the Paying Agent and Registrar for the Bonds. SECTION 4.03 Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. SECTION 4.04 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. SECTION 4.05 Merger, Conversion, Consolidation, or Succession. Any corporation or association into which the Bank may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor of the Bank hereunder and vested with all of the powers, discretion's, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. SECTION 4.06 Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement, or such other addresses as may have been given by one party to the other by 15 days written notice. SECTION 4.07 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 4.08 Successors and Assigns. All covenants and agreements herein by the Issuer and the Bank shall bind their successors and assigns, whether so expressed or not. SECTION 4.09 Severability . If any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 6 SECTION 4.10 Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other that the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. SECTION 4.11 Bond Order Governs Conflicts. This Agreement and the Bond Order constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent and Registrar and if any conflict exists between this Agreement and the Bond Order, the Bond Order shall govern. SECTION 4.12 Term and Termination. This Agreement shall be effective from and after its date for so long as any of the Bonds remain outstanding, but may be terminated for any reason by the Issuer or the Bank at any time upon 30 days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until a successor has been appointed and has accepted the duties of the Bank hereunder. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver to the Issuer or its designee all funds, Bonds and all books and records pertaining to the Bank's role as Paying Agent and Registrar with respect to the Bonds, including, but not limited to, the Bond Register. SECTION 4.13 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. SECTION 4.14 Additional Requirements. (a) The Paying Agent represents and warrants, for purposes of Chapter 2270 of the Texas Government Code, that at the time of execution and delivery of this Agreement, neither the Paying Agent, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Paying Agent, is a company that boycotts Israel. The Paying Agent agrees that, except to the extent otherwise required by applicable federal law, including, without limitation, 50 U.S.C. Section 4607, neither the Paying Agent, nor any wholly-owned subsidiary, majority-owned subsidiary, parent company, or affiliate of the Paying Agent, will boycott Israel during the term of this Agreement. The terms "company," "boycotts Israel" and "boycott Israel" as used in this clause (A) have the meanings assigned to the terms in Section 808.001 of the Texas Government Code. (b) The Paying Agent represents and warrants, for purposes of Subchapter F of Chapter 2252 of the Texas Government Code, that at the time of execution and delivery of this Agreement neither the Paying Agent, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Paying Agent, (i) engages in business with Iran, Sudan or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller under Sections 806.051, 807.051 or 2252.153 of the Texas Government Code. The term "company" as used in this clause (B) has the meaning assigned to the term in Section 2270.001(2) of the Texas Government Code. The term "foreign terrorist organization" as used in this clause (B) has the meaning assigned to such term in Section 2252.151 of the Texas Government Code. 7 (c) To the extent permitted by law, the Issuer agrees to indemnify the Bank, its officers, directors, employees, and agents for, and hold them harmless against, any loss, liability, or expense incurred without negligence or bad faith on their part arising out of or in connection with its acceptance or administration of the Bank's duties hereunder, including the cost and expense (including its counsel fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [The remainder of this page intentionally left blank] 8 Address of Issuer: Trophy Club Municipal Utility District No. 1 100 Municipal Drive Trophy Club, Texas ISSUER: TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 By: Printed Name: Title: President, Board of Directors 9 JPMorgan Chase Bank, N.A. By: Printed Name: Title: Address: 10 Exhibit "A" Fee Schedule None 11 Exhibit "C" Private Placement Memorandum $1,220,000* Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020 Date: April 23, 2020 To: The Attached Distribution List From: Mike McMahon, Interim General Manager Steven Krolczyk, Finance Director cc: Mr. Andrew T. Friedman SAMCO Capital Markets, Inc. Financial Advisor to Trophy Club Municipal Utility District The Trophy Club Municipal Utility District No. 1 (the "District") is seeking private placement bids from financial institutions concerning the possible issuance of up to $1,220,000* of the District's Unlimited Tax Refunding Bonds, Series 2020 (the "Obligation") to finance the costs of (1) refunding a portion of the District's Unlimited Tax Bonds, Series 2010 for debt service savings, and (2) paying certain costs of issuance. SAMCO Capital Markets, Inc. will not submit a bid on the Obligation given its financial advisory relationship with the District and as the District's "Independent Registered Municipal Advisor". McLean & Howard, L.L.P., Austin, Texas, shall provide a legal opinion concerning the legality and validity of the issuance of the Obligation and the exclusion of interest on the Obligation from gross income of the owners thereof. The Obligation WILL be designated as a "Qualified Tax -Exempt Obligation" for financial institutions. The Obligation will be sold on an "All or None" basis to the low qualified bidder (the "Winning Bidder") at the Board of Directors meeting on Monday, May 18, 2020. The District reserves the right to offer the Obligation to potential bidders that are not on the attached Distribution List. If your institution is interested in bidding on the Obligation, please fill in the required information and submit by 12:00 P.M. (noon) Central Time, on Monday, Mav 18, 2020 as shown below: Mr. Mike McMahon, Interim General Manager Mr. Steven Krolcyzk, Finance Director Trophy Club Municipal Utility District No. 1 Phone: (682) 831-4600 mmcmahon@tcmud.org skrolcyzk@tcmud.org *Preliminary, subject to change. Copy to: Mr. Andrew Friedman, Managing Director SAMCO Capital Markets, Inc. Phone: (210) 832-9760 afriedman@samcocapital.com Summary of Proposed Terms and Conditions April23, 2020 RE: Bank Private Placement of up to $1,220,000* Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020 The Board of Directors of the District (the "Board") is seeking to privately place up to $1,220,000* of an obligation designated as "Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020" (the "Obligation"). The interest on the Obligation WILL be excludable from the gross income of the holder thereof pursuant to the provisions of Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). The anticipated placement is to be handled as a direct purchase from the District by the financial institution or other entity. SAMCO Capital Markets, Inc. serves as the District's financial advisor and as the District's "Independent Registered Municipal Advisor" and will not submit a bid for the Obligation. The terms of this purchase are outlined herein. Type: Use of Proceeds: Direct purchase of the Obligation pursuant to a competitive bid private placement. The District anticipates utilizing proceeds of the Obligation to (1) refund a portion of the District's Unlimited Tax Bonds, Series 2010 for debt service savings, and (2) pay certain costs of issuance. Principal Amount: Up to $1,220,000*. Principal Installments Payment Dates: Interest rate: Bid: Interest Payment Dates: Redemption Provisions: Security: Basis of Award: Paying Agent/Registrar: Underlying Rating, Most Recent Audited Financial Reports and no credit enhancement *Preliminary, subject to change. September 1St in each of the years 2021 through 2031. Respondents are requested to submit a fixed rate for all principal installment payment dates or separate rates for each principal installment payment date that upon execution of the Bid Form and the verbal commitment from the District's Financial Advisor will be honored by Respondent through delivery of the Obligation. Interest will begin to accrue upon the date of initial delivery of the Obligation. See Attached Official Bid Form. Interest on the Obligation shall be payable on March 1 and September 1 of each year, commencing September 1, 2020. Interest will accrue from the closing date (assuming June 17, 2020, but not later than June 18, 2020). The Issuer reserves the right, at its sole option, to redeem principal installments of the Obligation stated to be paid on or after September 1, 2030, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof, on September 1, 2029, or any date thereafter, at the redemption price of par plus accrued interest to the date fixed for redemption. The Obligation will be secured by and payable from ad valorem taxes levied annually against all taxable property located within the District, within limitations prescribed by law. The Obligation will be sold to the bidder (the "Winning Bidder") making the bid that produces the lowest true interest cost to the District. To be determined. The District would like the Winning Bidder to serve as paying agent at no annual cost or expense to the District. The District does not anticipate securing a rating on the Obligation. The District's most recent audited financial statements are posted on internet websites at www.emma.msrb.or2 and www.mactexas.com. The District will not seek bids from any bond insurance companies with respect to the Obligation. 2 Tax -Exempt Obligation: The interest on the Obligation WILL be excludable from the gross income of the holders thereof pursuant to the provisions of the Code. Bank Qualified: The Obligation WILL be designated as s "qualified tax-exempt obligation" for financial institutions pursuant to Section 265 of the Code. Conditions Precedent to: • Receipt of opinion from Bond Counsel stating that the Obligation constitutes a legal, valid and binding obligation of the District and that interest on the Obligation will be excludable from the gross income of the holders thereof pursuant to the provisions of the Code. Continuing Disclosure No CUSIP fee Eligibility or DTC • Receipt of the approving opinion of the Texas Attorney General with respect to the Obligation. • Receipt of a duly authorized order, adopted on Monday, May 18, 2020 or such later date as agreed to by the Winning Bidder and the District, by the Board approving the issuance of the Obligation. • Successful negotiation of documentation acceptable to the Winning Bidder and the District related to the payment of the purchase price for, and the valid issuance, sale and delivery of and security for the Obligation, including the execution and delivery of a Purchase and Investment Letter, in substantially the form accompanying this Summary of Proposed Terms and Conditions. • Payment to the District by the Winning Bidder of the purchase price for the Obligation. • As a condition to the award of the Obligation, the Winning Bidder will verify, through submittal of the executed Bid Form and Purchase and Investment Letter, that it does not and will not "boycott Israel" and is not on the Texas Comptroller's list concerning "foreign terrorist organizations" prepared and maintained thereby under applicable Texas law, all as more fully provided in the Purchase and Investment Letter. • As a condition to the award of the Obligation, any privately held Winning Bidder will be obligated to file the appropriate HB 1295 forms with the Texas Ethics Commission as further described below. In addition, the Winning Bidder must execute the Issue Price Certificate (attached hereto) as proposed by the District's Bond Counsel. • Pursuant to the exceptions granted under Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities and Exchange Act of 1934, the District will not enter into a continuing disclosure undertaking with respect to the Obligation. The Winning Bidder will execute a Purchase and Investment Letter with the representation that it is a sophisticated investor. • The Obligation will be delivered physically and will not be DTC eligible and the District will not order CUSIP's for the Obligation. Offering Document • None. 3 Pursuant to Texas Government Code Section 2252.908 ("the Interested Party Disclosure Act"), the District may not formally award the Obligations to a bidder which is a privately held entity (a "Privately Held Bidder") unless the such party submits a Certificate of Interested Parties Form 1295 (the "Disclosure Form") to the District as prescribed by the Texas Ethics Commission ("TEC"). In the event that a Privately Held Bidder's bid for the Obligations is the best bid received, the District, acting through its municipal advisor, will promptly notify the winning Privately Held Bidder. That notification will serve as the District's conditional verbal acceptance of the bid, and will obligate the winning Privately Held Bidder to file a completed Disclosure Form, as described below, in order to allow the Board to complete the award. Reference should be made to the Disclosure Form, the rules of the TEC with respect to the Disclosure Form (the "Disclosure Rules") and the Interested Party Disclosure Act. Instructional information regarding such matters are set forth at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. For purposes of completing the Disclosure Form, the prospective winning Privately Held Bidder will need the following information: (a) item 2 — name of governmental entity: "Trophy club Municipal Utility District No. 1" and (b) item 3 — the identification number assigned to this contract by the District: "GORB-2020 Bid Form", and a description of the services to be provided under the contract: "Purchase of Obligation pursuant to competitive bid". The Interested Party Disclosure Act and the Disclosure Rules require a non -publicly traded business entity contracting with the District to complete the form at the TEC Internet "portal" that may be accessed at the url set forth above, and then print, sign and deliver the Disclosure Form in electronic form to the District. Following the award of the Obligation, the District will notify the TEC of the receipt of the completed Disclosure Form and certification of filing. The executed Disclosure Form must be sent by email to the District's municipal advisor at afriedman@samcocapital.com, and the District's Bond Counsel at tcorbett@mcleanhowardlaw.com as soon as possible following the notification of conditional verbal acceptance and prior to the final written award. In accordance with the Interested Party Disclosure Act, the information reported by a winning Privately Held Bidder MUST BE DECLARED BY AN AUTHORIZED AGENT OF THE WINNING PRIVATELY HELD BIDDER. No exceptions may be made to that requirement. The Interested Party Disclosure Act provides that such acknowledgment is made "under oath and under penalty of perjury." Consequently, a Privately Held Bidder should take appropriate steps prior to completion of the Disclosure Form to familiarize itself with the Interested Party Disclosure Act, the Disclosure Rules and the Disclosure Form. Time will be of the essence in submitting the form to the District, and no final award will be made by the District regarding the sale of the Obligation until a completed Disclosure Form is received. If applicable, District reserves the right to reject any bid that does not satisfy the requirement of a completed Disclosure Form, as described herein. Neither the District nor its consultants have the ability to verify the information included in a Disclosure Form, and neither party have an obligation nor undertake responsibility for advising any bidder with respect to (a) the bidder's obligation to submit the Disclosure Form and (b) the proper completion of the Disclosure Form. Consequently, an entity intending to bid on the Obligation should consult its own advisors to the extent it deems necessary and be prepared to submit the completed form promptly upon notification from the District that its bid is the conditional winning bid. 4 CERTIFICATE OF INTERESTED PARTIES Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested. 1 Name of business entity filing form, and the city, state and country of parties the business entity's place of business. FORM 12955 1 of 1 OFFICE USE ONLY CERTIFICATION OF FILING 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Trophy Club Municipal Utility District No. 1 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Contract: GORB-2020 Bid Form Purchase of Obligation pursuant to competitive bid Name of Interested Party City, State, Country (place of business) 5 Check only if there is NO Interested Party. 6 UNSWORN DECLARATION My name is My address is , and my date of birth is Nature of interest (check applicable) Controlling Intermediary (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of , on the day of 20 . (month) (year) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Signature of authorized agent of contracting business entity (Declarant) Version V1.0.3337 $1,220,000* Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bond, Series 2020 (the "Obligation") BID FORM Please indicate proposed interest rates in the spaces provided for the Obligation: Principal Installment Payment nstallment- Payment Date Principal Amount* Interest Rate September 1, 2021 September 1, 2022 September 1, 2023 September 1, 2024 September 1, 2025 September 1, 2026 September 1, 2027 September 1, 2028 September 1, 2029 September 1, 2030 September 1, 2031 $ 10,000 110,000 115,000 115,000 120,000 115,000 125,000 125,000 125,000 130,000 130.000 $ 1.220.000 The District will be responsible for the payment of all of the District's issuance costs incurred in connection with its issuance of the Obligation. If the District is required to pay any of the Winning Bidder's expense, please provide the itemized list below. When calculating and comparing bidders interest rates, these costs will be included in the calculations: The interest rates as indicated above, are binding rates that are to be presented to the Board of Directors of the Trophy Club Municipal Utility District No. 1 on Monday, May 18, 2020 for its approval. Funding is expected on Wednesday, June 17, 2020. Proposer: Contact Person: Phone Number: Through submittal of this executed Bid Form, the undersigned verifies that it does not and will not "boycott Israel" and is not a company that engages in business with Iran, Sudan, or any "foreign terrorist organizations" and it is not on the Texas Comptroller's list concerning the same prepared and maintained thereby under applicable Texas law, all as more fully provided in the Private Placement Term Sheet and the Purchase and Investment Letter. Please email your response by 12:00 P.M. (noon) Central Time on Monday. May 18, 2020 as shown below: Mr. Mike McMahon, Interim General Manager Mr. Steven Krolcyzk, Finance Director Trophy Club Municipal Utility District No. 1 Phone: (682) 831-4600 jcarman@tcmud.org mmcmahon@tcmud.org *Preliminary, subject to change. Copy to: 5 Mr. Andrew Friedman, Managing Director SAMCO Capital Markets, Inc. Phone: (210) 832-9760 afriedman@samcocapital.com Mr. Brian Goins Wells Fargo Brian.L.Goinsna,wellsfareo.com Mr. Nathan D. Goodnight Commerce Bank Nathan. eoodniehtna,commercebank.com Mr. Richard Feist Zions First National Bank Richard. feistaZionsbancorp.com Todd.harrisna,Zionsbancom.com Jonathan.bakernazionsbancorp.com Mr. Mark Stanley Whitney Bank Mark.stanley(whitnevbank.com Mr. Steve Johnson Mr. Brenda Pollard Mr. Larnell Camus Ms. Nancy de Anda Mr. Thomas Ross Mr. Ram Iyer JP Morgan Chase Bank Steven. d. i ohnsona chase. com Brenda. a.nollardainmorean. com Larne11. camusna,inmorean.com Nancv.deanda( inmorean.com Ro s s.thomasna,i nmorean. com Ram.s.iver( chase.com Mr. Jeff Sharp Capital One Public Funding Jeffrev. shamacanitalonebank. com Mr. Barry Renfroe TIB — The Independent Bankers Bank brenfroena,tib.bank Mr. Greg Jebsen American National Bank of Texas ere ei eb sena anbtx. com Ms. Mary Parrish Coley Truist mcolevnabbandt.com Mr. Scott Fletcher Mr. James Virgona Mr. Drew Simmons The Baker Group sfletcher@ eobaker. com ivireonana aobaker.com dsimmonsna,eobaker.com Private Placement Distribution List -Trophy Club MUD No. 1 Mr. Jerret Krouse Mr. Debbie Leal Mr. John Morrell BBVA Compass Bank i erret.krouse (&,,bbva. com Debbie.lealna bbva. com Che.eoffabbva.com Mr. Gary K. Whitt Bank of Texas ewhitta,bankoftexas.com Ms. Kara Harrell J.P. Morgan Kara.har ell@inmorean.com Mr. Chris O'Brien First Tennessee Bank, N.A. ccobrien(a,ftb.com Mr. Mike Weir Ms. Kristen Billings Amegy Bank Mike.weiraameevbank.com Kristen.billinesazionsbancom. com Ms. Sara Reid Mr. Joe Burnett First National Bank Texas Sara.reidna, l stnb.com Joe.burnetta 1 stnb.com Mr. Jeff Salavarria Ms. Shirley Cox Mr. Austin Burns Mr. Anthony White Frost Bank Jeff. salavarria@frostbank.com Shirlev. coxna,fro stbank. com Austin.burnsafrostbank. com awhiteafrostbank.com Mr. Rick Menchaca UMB Bank rick. menchaca@umb. com Mr. Jason Sobel Prosperity Bank Jason. sobel@nrosneritvbankusa.com Mr. Ronnie Miller Community National Bank rmiller(a,cnbanktx.com Mr. Dmitry Semenov Opus Bank dsemenov@onusbank.com Mr. Blair Swain Pinnacle Public Finance, Inc. B Swain(a b ankunited. com Mr. Nathan Bradds First Internet Bank nbradds na,firstib. com Mr. George Hansard The Pecos County State Bank Georee.hansardancsbank.net Mr. Richard Chafey Commerce Street Capital rchafevna,cstreetcan.com Mr. Craig Roberts Guaranty Bank & Trust crobertsaentv.com Mr. Tony Cook City National Bank Tonv.cooknabankatcnb.com Mr. Chris Gibbins Texas Heritage National Bank ceibbins(a texashnb.com Mr. Jason Snodgrass Pilgrim Bank i snoderassna,nilerimbank.com ADDENDUM TO PRIVATE PLACEMENT TERM SHEET This Addendum dated May 18, 2020, is attached to and hereby incorporated by reference into that certain Term Sheet ("Term Sheet") from JPMorgan Chase Bank, NA ("Bank") to the Trophy Club Municipal Utility District No. 1, (the "District") regarding the $1,220,000 Unlimited Tax Refunding Bonds, Series 2020 (the "Obligation"). This Addendum shall supplement said Term Sheet as indicated below. FORM OF BOND: Bank will require a single Bond with mandatory sinking fund maturities. The Bank shall not require the Bond to be rated by any rating agency. The Bond shall not be initially registered to participate in DTC and will not be in book -entry form, shall not contain a CUSIP number, and shall not be marketed during any period in which the Bond is held by the Bank pursuant to any Official Statement, Offering Memorandum or any other disclosure documentation. PRINCIPAL AMOUNT: Up to $1,220,000. PURPOSE: SECURITY: MANDATORY SINKING FUND PROVISIONS INTEREST PAYMENTS INTEREST RATE: The District anticipates utilizing proceeds of the Obligation to (1) refund a portion of the District's Unlimited Tax Bonds, Series 2010 for debt service savings, and (2) pay certain costs of issuance. The Obligation will be secured by and payable from ad valorem taxes levied annually against all taxable property located within the District, without legal limitation as to rate or amount. The issuing ordinance will require 11 consecutive and unequal principal payments on September 1, commencing September 1, 2021, with a final maturity of September 1, 2031. September 1, 2021 $10,000 September 1, 2022 $110,000 September 1, 2023 $115,000 September 1, 2024 $115,000 September 1, 2025 $120,000 September 1, 2026 $115,000 September 1, 2027 $125,000 September 1, 2028 $125,000 September 1, 2029 $125,000 September 1,2030 $130,000 September 1, 2031 $130,000 Interest on the Obligations shall be payable semi-annually on March 1 and September 1 of each year, commencing September 1, 2020. OPTION 1: 1.30% Tax-exempt, Bank Qualified Fixed Rate, no optional redemption. FINANCIAL REPORTING: OPTION 2: 1.31% Tax-exempt, Bank Qualified, Fixed Rate, with optional redemption, in whole, subsequent to September 1, 2030. The District will be required to provide Bank with audited annual financial statements, free of significant deficiencies or material weakness, and prepared by an independent Certified Public Accountant, within 270 days of the close of its fiscal year. INDEPENDENT BANK COUNSEL FEE: $1,500 to be paid by the District at closing, as a cost of issuance. Bank will engage the firm of Naman Howell Smith & Lee, PLLC, Mr. Andrew D. Clark. LEGAL OPINION: The District Bond counsel will deliver opinion as to (i) validity and enforceability of the Bond under state statutes, and (ii) exemption of interest on the Bond from Federal income and state taxes. Bond Counsel approving opinion must be addressed to Bank or permit reliance by Bank. ELIGIBILITY: The Bond will be designated as "bank qualified." PAYING AGENT: The Bank could serve as Paying Agent/Registrar, at no additional cost, subject to the following provision; the Bank will be permitted under the Agreement to resign as Paying Agent in the event the Bank is no longer holder of the Bond. MUNICIPAL ADVISOR DISCLAIMER: The District acknowledges and agrees that (i) the transaction contemplated herein is an arm's length commercial transaction between the Issuer and the Bank and its affiliates, (ii) in connection with such transaction, the Bank and its affiliates are acting solely as a principal and not as an advisor including, without limitation, a "Municipal Advisor" as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules"), agent or a fiduciary of the District, (iii) the Bank and its affiliates are relying on the Bank exemption in the Municipal Advisor Rules, (iv) the Bank and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the District with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Bank, or any affiliate of the Bank, has provided other services or advised, or is currently providing other services or advising the District on other matters), (v) the Bank and its affiliates have financial and other interests that differ from those of the District, and (vi) the District has consulted with its own financial, legal, accounting, tax and other advisors, as applicable, to the extent it deemed appropriate. WEBSITE DISCLOSURE: MISCELLANEOUS: Final documentation may be posted by the District on a national public bond market repository provided that certain information be redacted by the District as directed by the Bank. Items that should be redacted include, signatures/names, account numbers, wire transfer and payment instructions and any other data that could be construed as sensitive information. The documents shall provide that the Bank shall be entitled to a writ of mandamus or ruling in any other suit, action or special proceeding in equity or at law in a court of competent jurisdiction compelling and requiring the District and the officials thereof to observe and perform the contracts, covenants, obligations or conditions of the District as prescribed in the Bond. The approving opinion of the Attorney General of the State of Texas is a condition of closing. A material change in the aggregate amount of the District, plus or minus, will constitute a re -pricing event and the interest rates will be adjusted. Funding will occur upon receipt of all documentation required by Bank, in form and substance acceptable to Bank and its independent counsel. If the expected award date of May 18, 2020 (signed acceutance must be received no later than 8:00 D.m. Central time). and/or the expected closing date not later than June 17, 2020, should not occur, Bank reserves the right to re -price or terminate the Bid. ACCEPTED BY: (for the) Trophy Club Municipal Utility District No. 1 Option: By: Name: Title: Date: IRS Circular 230 Disclosure: Bank and its affiliates (collectively, "Chase") do not provide tax advice. Accordingly, any discussion of U.S. tax matters contained herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with Chase of any of the matters addressed herein or for the purpose of avoiding U.S. tax -related penalties. Exhibit "D" Escrow Agreement ESCROW AGREEMENT TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX REFUNDING BONDS, SERIES 2020 THIS ESCROW AGREEMENT, dated as of May 18, 2020 (herein, together with any amendments or supplements hereto, called the "Agreement"), entered into by and between TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 (the "Issuer") and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as escrow agent (together with any successor in such capacity, the "Escrow Agent"). WITNESSETH: WHEREAS, the Issuer heretofore issued and there presently remain outstanding the obligations (the "Refunded Obligations") described in Exhibit "A" and made a part hereof; and WHEREAS, the Refunded Obligations are scheduled to mature in such years, bear interest at such rates, and be payable at such times and in such amounts as are set forth in Exhibit "A": and WHEREAS, when firm banking arrangements have been made for the payment of principal and interest to the maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purposes of receiving payment from the funds provided for such purpose and Issuer's right to call such Refunded Obligations for redemption in accordance with the provisions of the resolution, order or ordinance authorizing their issuance upon compliance with the provisions of Texas law; and WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207"), authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with an eligible institution, including any place of payment (paying agent) for any of the Refunded Obligations, and such deposit, if made before such payment dates and in sufficient amounts, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement with any such eligible institution for any of the Refunded Obligations with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such institution may agree, provided that such deposits may be invested only in obligations authorized by Chapter 1207, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of principal and interest on the Refunded Obligations when due; and WHEREAS, this Agreement constitutes an escrow agreement of the kind authorized and required by said Chapter 1207; and WHEREAS, Escrow Agent is the paying agent for the Refunded Obligations; and WHEREAS, Chapter 1207 makes it the duty of the Escrow Agent to comply with the terms of this Agreement to provide for the payment of the principal of and interest on the Refunded Obligations when due, and in accordance with their terms, but solely from the funds, in the manner, and to the extent provided in this Agreement; and WHEREAS, the Issuer's Unlimited Tax Refunding Bonds, Series 2020 (the "Refunding Obligations") have been issued, sold and delivered for the purpose, among others, of obtaining the funds required to provide for the payment of the principal of the Refunded Obligations at their respective maturity dates or dates of redemption and the interest thereon to such dates as set forth in the Report; and WHEREAS, the Escrow Agent understands and acknowledges that the Refunded Bonds have been called for cancellation and redemption on the September 1, 2020 (the `Redemption Date"), and that the Escrow Agent will receive funds for the redemption of the Refunded Bonds on the date of closing of the Refunding Bonds, being June 17, 2020 (the "Closing Date"); and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Obligations to the purchasers thereof, certain proceeds of the Refunding Obligations, together with certain other available funds of the Issuer, shall be deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement in a total amount equal to $1,246,716.25 (the "Escrow Deposit"), which represents the total amount due on the Redemption Date; WHEREAS, the Escrow Deposit will be sufficient to pay interest on the Refunded Obligations as it accrues and becomes payable and the principal of the Refunded Obligations on their respective maturity dates or dates of redemption; and WHEREAS, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent. NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which are hereby acknowledged, and in order to secure the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement: EscrowAgr 2 "Code" means the Internal Revenue Code of 1986, as amended, or to the extent applicable the Internal Revenue Code of 1954, together with any other applicable provisions of any successor federal income tax laws. "Escrow Deposit" means the sum of $1,246,716.25 to be deposited by the Issuer into the Escrow Fund on the Closing Date. "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means the direct noncallable, not pre -payable United States Treasury obligations and obligations the due timely payment of which is unconditionally guaranteed by the United States of America described in the Report or cash or other direct obligations of the United States of America substituted therefor pursuant to Article IV of this Agreement. "Paving Agent" means The Bank of New York Mellon Trust Company, N.A. acting in its capacity as paying agent for the Refunded Obligations. Section 1.02. Other Definitions. The terms "Agreement," "Closing Date", "Escrow Deposit", "Issuer," "Escrow Agent," "Paying Agent," "Refunded Obligations," "Refunding Obligations," and "Redemption Date" when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement. Section 1.03. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law. ARTICLE II DEPOSIT OF FUNDS Section 2.01. Deposits in the Escrow Fund. Concurrently with the sale and delivery of the Refunding Obligations, the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the Escrow Deposit. EscrowAgr 3 ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the Issuer's Unlimited Tax Refunding Bonds, Series 2020 Escrow Fund (the "Escrow Fund"). The Escrow Agent hereby agrees that upon receipt thereof it will irrevocably deposit to the credit of the Escrow Fund the Escrow Deposit. Such deposit, all proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. When the final transfers have been made for the payment of such principal of and interest on the Refunded Obligations on their respective maturity dates or dates of redemption, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. Section 3.02. Payment of Principal and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the Escrow Deposit on deposit in the Escrow Fund, the amounts required to pay the principal of the Refunded Obligations and interest thereon in the amount due on the Redemption Date. Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the Escrow Deposit will be sufficient to provide moneys for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the Refunded Obligations on the Redemption Date. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by the Paying Agent for the Refunded Obligations to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given as promptly as practicable as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrow Deposit or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrow Deposit and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof, and all other assets of the Escrow Fund to which they are entitled as owners of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking EscrowAgr 4 deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or, except to the extent expressly herein provided, by the Paying Agent. Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. ARTICLE IV LIMITATION ON INVESTMENTS Section 4.01. Limitations. Except as provided in Sections 3.02, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to sell, transfer or otherwise dispose of the Escrow Deposit. Section 4.02. Arbitrage. The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of the Code. ARTICLE V APPLICATION OF CASH BALANCES Section 5.01. In General. Except as provided in Sections 3.02, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund. ARTICLE VI RECORDS AND REPORTS Section 6.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Refunded Obligations. Section 6.02. Reports. While this Agreement remains in effect, the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding year, and transfers from the Escrow Fund for payments EscrowAgr 5 on the Refunded Obligations or otherwise, and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII CONCERNING THE PAYING AGENT AND ESCROW AGENT Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund to make timely payment thereon, except for the obligation to notify the Issuer as promptly as practicable of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the Refunding Obligations and is not responsible for nor bound by any of the provisions thereof (except as a place of payment and paying agent and/or a Paying Agent/Registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or willful misconduct. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with EscrowAgr 6 others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own willful misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7.03. Compensation. (a) Concurrently with the sale and delivery of the Refunding Obligations, the Issuer shall pay to the Escrow Agent, as a fee for performing the services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement, the amount set forth in Exhibit "C" attached hereto, the sufficiency of which is hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. (b) The Bank of New York Mellon Trust Company, N.A. hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Paying Agent, or in any other capacity, or for reimbursement for any of its expenses. Section 7.04. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 calendar days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys -in -fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. EscrowAgr 7 Any successor Escrow Agent shall be a corporation organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, authorized under Texas law to act as an escrow agent, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5,000,000 and subject to the supervision or examination by Federal or State authority. Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent at the time acting hereunder may at any time resign and be discharged from the trust hereby created by giving not less than sixty (60) days' written notice to the Issuer and publishing notice thereof, specifying the date when such resignation will take effect, in a newspaper printed in the English language and with general circulation in New York, New York, such publication to be made once at least three (3) weeks prior to the date when the resignation is to take effect. No such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the owners of the Refunded Obligations or by the Issuer as herein provided and such successor Escrow Agent shall be a paying agent for the Refunded Obligations and shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. Under any circumstances, the Escrow Agent shall pay over to its successor Escrow Agent proportional parts of the Escrow Agent's fee and, if applicable, its Paying Agent's fee hereunder. ARTICLE VIII MISCELLANEOUS Section 8.01. Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Exhibit "B" attached hereto. The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) calendar days prior notice thereof. Prior written notice of any amendment to this Agreement contemplated pursuant to Section 8.08 and immediate written notice of any incidence of a severance pursuant to Section 8.04 shall be sent to Moody's Investors Service, Attn: Public Finance Rating Desk/Refunded Bonds, 99 Church Street, New York, New York 10007 and Standard & Poor's Corporation, Attn: Municipal Bond Department, 25 Broadway, New York, New York 10004. EscrowAgr 8 Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. Section 8.04. Severabilitv. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Section 8.07. Effective date of Agreement. This Agreement shall be effective upon receipt by the Escrow Agent of the funds described in the Report and the Escrowed Securities, together with the specific sums stated in subsections (a) and (b) of Section 7.03 for Escrow Agent and paying agency fees, expenses, and services. Section 8.08. Amendments. This Agreement shall not be amended except to cure any ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless the same shall be in writing and signed by the parties thereto. No such amendment shall adversely affect the rights of the holders of the Refunded Obligations. Section 8.09 Additional Certifications. (a) The Escrow Agent represents and warrants, for purposes of Chapter 2270 of the Texas Government Code, that at the time of execution and delivery of this Agreement, neither the Escrow Agent, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Escrow Agent, is a company that boycotts Israel. The Escrow Agent agrees that, except to the extent otherwise required by applicable federal law, including, without limitation, 50 U.S.C. Section 4607, neither the Escrow Agent, nor any wholly-owned subsidiary, majority-owned subsidiary, parent company, or affiliate of the Escrow Agent, will boycott Israel during the term of this Agreement. The terms "company," "boycotts Israel" and "boycott Israel" as used in this clause (a) have the meanings assigned to the terms in Section 808.001 of the Texas Government Code. (b) The Escrow Agent represents and warrants, for purposes of Subchapter F of Chapter 2252 of the Texas Government Code, that at the time of execution and delivery of this EscrowAgr 9 Agreement neither the Escrow Agent, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Escrow Agent, (i) engages in business with Iran, Sudan or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller under Sections 806.051, 807.051 or 2252.153 of the Texas Government Code. The term "company" as used in this clause (b) has the meaning assigned to the term in Section 2270.001(2) of the Texas Government Code. The term "foreign terrorist organization" as used in this clause (b) has the meaning assigned to such term in Section 2252.151 of the Texas Government Code. EscrowAgr [The Remainder of This Page Intentionally Left Blank] 10 EscrowAgr EXECUTED as of the date first written above. TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 President, Board of Directors EA Sig Pg EscrowAgr THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By: Name: Title: EA Sig Pg EscrowAgr EXHIBIT "A" REFUNDED OBLIGATIONS A-1 SAMCO Capital Bond SUMMARY OF BONDS REFUNDED Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Maturity Interest Par Call Call Date Rate Amount Date Price Unlimited Tax Bonds, Series 2010, 2010: SERIAL 09/01/2022 5.000% 100,000.00 09/01/2020 100.000 09/01/2023 5.000% 105,000.00 09/01/2020 100.000 09/01/2024 5.000% 110,000.00 09/01/2020 100.000 09/01/2025 4.000% 115,000.00 09/01/2020 100.000 TERM_27 09/01/2026 4.100% 115,000.00 09/01/2020 100.000 09/01/2027 4.100% 125,000.00 09/01/2020 100.000 TERM_29 09/01/2028 4.200% 130,000.00 09/01/2020 100.000 09/01/2029 4.200% 135,000.00 09/01/2020 100.000 TERM_31 09/01/2030 4.250% 140,000.00 09/01/2020 100.000 09/01/2031 4.250% 145,000.00 09/01/2020 100.000 1,220,000.00 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 1 SAMCO Capital ESCROW REQUIREMENTS Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Period Principal Ending Interest Redeemed Total 09/01/2020 26,716.25 1,220,000.00 1,246,716.25 26,716.25 1, 220,000.00 1, 246, 716.25 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 2 EXHIBIT "B" ADDRESSES OF THE ISSUER AND THE ESCROW AGENT Issuer Trophy Club Municipal Utility District No. 1 100 Municipal Drive Trophy Club, Texas 76262 Escrow Agent The Bank of New York Mellon Trust Company, N.A. 2001 Bryan Street, 1 lth Floor Dallas, Texas 75201 EscrowAgr B-1 EscrowAgr EXHIBIT "C" ESCROW AGENT FEE SCHEDULE C-1 o IF- .Sof tipoi 4 ,0'35 ;Ir d /Lk Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2010 Escrow Defeasance 2020 May 20, 2020 Fee Schedule for the following: • Escrow Agent Presented By: BNY Mellon Corporate Trust The Bank of New York Mellon Trust Company, N.A. Fee Schedule for Trophy Club Municipal Utility District No. 1, Unlimited Tax Refunding Bonds, Series 2010 Escrow Defeasance 2020 Fee Schedule Subject to the Terms and Conditions below, upon appointment of The Bank of New York Mellon Trust Company, N.A. ("BNYM" or "us" or "affiliates" or "subsidiaries") in the roles as outlined within this Fee Schedule (this "Fee Schedule"), Trophy Club Municipal Utility District No. 1 ("you") shall be responsible for the payment of the fees, expenses and charges as set forth herein. General Fees Acceptance Fee Waived The Transaction Acceptance Fee is payable at the time of the execution of the governing documents in connection with the closing of the transaction which is the subject of this Agreement (the "Transaction"), and compensates BNYM for the following: review of all supporting documents, initial establishment of the required accounts and Know Your Customer checks. One Time Fee—Escrow Agent $500 A one time Escrow Agent fee is payable at closing and includes the review and execution of the Escrow Agreement and all documents submitted in support thereof, account set-up and covers the normal administrative functions of the escrow agent. Should the term of the agreement last longer than the expected maturity date we reserve the right to bill additional fees at a prorated amount. *There will be a $500 charge for the escrow even if funds are uninvested. We will collateralize accounts as required without additional charge. Activity Fees (if applicable) Redemption Fee $300 Call Pricing includes distribution of the call notice to holders of record, redemption processing, and notification to EMMA. Any publication expenses (i.e. Bond Buyer, regional periodical, financial periodicals, etc.) for the call notice will be billed to the Issuer at cost. ($300 * 1) Additional Fees Extraordinary Services / Miscellaneous Fees The charges for performing extraordinary or other services not contemplated at the time of the execution of the Transaction Documents or not specifically covered elsewhere in this schedule will be commensurate with the service to be provided and may be charged in BNY Mellon's sole discretion. If it is contemplated that BNY Mellon hold/and or value collateral, additional acceptance, administration and counsel review fees will be applicable to the agreement governing such services. If the bonds are converted to certificated form, additional annual fees will be charged for any applicable tender agent and/or registrar/paying agent services. Additional information will be provided at such time. If all outstanding bonds of a series are defeased or redeemed, or BNY Mellon is removed as paying agent prior to the maturity of the bonds, a termination fee may be assessed at that time. Miscellaneous fees and expenses may include, but are not necessarily limited to supplemental agreements, tender processing, the preparation and distribution of sinking fund redemption notices, optional redemptions, failed remarketing processing, preparation of special or interim reports, UCC filing fees, auditor confirmation fees, wire transfer fees, Letter of Credit drawdown fees, transaction fees to settle third -party trades, and reconcilement fees to balance trust account balances to third -party investment provider statements. Counsel, accountants, special agents and others will be charged at the actual amount of fees and expenses billed. FDIC or other governmental charges will be passed along as incurred. You agree to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction to the extent permitted by law. Unless specifically listed in this Fee Schedule, the fees, expenses and disbursements of BNYM legal counsel are PRIVATE AND CONFIDENTIAL The information contained within this Fee Schedule is the proprietary information of The Bank of New York Mellon and is confidential. Except as otherwise provided by law, this document, either in whole or in part, must not be reproduced or disclosed to others or used for purposes other than that for which it has been supplied without the prior written permission of The Bank of New York Mellon. You shall not use BNY Mellon's name or trademarks without its prior written nermission. The Bank of New York Mellon Trust Company, N.A. Fee Schedule for Trophy Club Municipal Utility District No. 1, Unlimited Tax Refunding Bonds, Series 2010 Escrow Defeasance 2020 not included in the charges listed above. In the event that the United States Department of Treasury suspends the sale of State and Local Government Series (SLGS) and where SLGS reinvestments are required, BNY Mellon will seek direction from you. If alternative investment direction is given by you for BNY Mellon to purchase an open market security, BNY Mellon will charge a transaction fee determined at the time of the transaction. Out -of -Pocket Expenses Fees quoted in this Fee Schedule are solely for the provision of the services listed in this Fee Schedule, and any Out -of -Pocket Expenses are payable in addition to the fees quoted in this Fee Schedule. Reimbursement will be required for any Out -of -Pocket Expenses and will be charged to you at the actual cost to BNYM plus any applicable taxes. Advance Fees BNYM requires that you agree to the fees quoted in this Fee Schedule prior to the commencement of any work or the provision of any services by BNYM in relation to the Transaction. In the event that BNYM provides any services to you prior to your agreement to the fees quoted herein, the commencement of such work or the provision of such services shall not be deemed to constitute a waiver of the fees listed in this Fee Schedule. BNYM reserves the right to cease providing services until such time as you agree to the fees quoted herein. BNYM reserves the right to request that any and all fees due and payable pursuant to this Fee Schedule and related in any way to the Transaction are paid in advance (either in whole or in part) prior to the provision of any services. Negative Interest Rates — Charges With respect to any funds invested by BNYM in connection with the Transaction, if: (i) any recognized overnight benchmark rate or any official overnight interest rate set by a central bank or other monetary authority is negative or zero; or (ii) any market counterparty or other institution applies a negative interest rate or any related charge to any account or balance of BNYM or any account or balance opened for You by BNYM, BNYM may apply a charge to any of Your accounts or balances. BNYM will give You prompt written notice of the application of any such charges. You acknowledge and agree that the application of such a charge by BNYM may cause the effective interest rate applicable to Your account or balance to be negative, notwithstanding that one or more of the rates set by third parties specified in clauses (i) and (ii) above may be positive. Terms and Conditions General BNYM's final acceptance of its appointment pursuant to the Transaction Documents is subject to the full review and approval of all related documentation, financials and standard Know Your Customer procedures. In the event that this Transaction does not proceed with BNYM in the roles contemplated by this Fee Schedule and the Transaction Documents, you will be responsible for payment of any external counsel fees and expenses and out- of-pocket expenses which BNYM may have incurred up to and including the termination date. You agree that BNYM shall have no obligation to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties as paying agent or registrar in connection with the Transaction, or in the exercise of any of its rights or powers in connection therewith, if it shall have reasonable grounds for believing that repayment of such funds is not assured to it. Please note the fees quoted in this Fee Schedule are based upon the information available at the present time. Further quotes may be provided once the structure of the deal has been finalized. Annual Fees cover a period of one year and any portion thereof and are not subject to pro -ration. Fees may be subject to adjustment during the life of the engagement. Acceptance/Revocation of Offer You may agree to the fees quoted herein by (i) executing this Fee Schedule and returning it to us, (ii) closing the Transaction, or (iii) instructing us or continuing to instruct us after receipt of this Fee Schedule. Upon the earlier to occur of (i), (ii) and (iii), the fees quoted herein shall be deemed accepted by you. If you agree to the fees quoted herein, the terms of this Fee Schedule shall supersede any prior fees quoted with respect to the Transaction. BNYM may revoke the terms of this Fee Schedule if the Transaction does not close within three PRIVATE AND CONFIDENTIAL The information contained within this Fee Schedule is the proprietary information of The Bank of New York Mellon and is confidential. Except as otherwise provided by law, this document, either in whole or in part, must not be reproduced or disclosed to others or used for purposes other than that for which it has been supplied without the prior written permission of The Bank of New York Mellon. You shall not use BNY Mellon's name or trademarks without its prior written nermission. The Bank of New York Mellon Trust Company, N.A. Fee Schedule for Trophy Club Municipal Utility District No. 1, Unlimited Tax Refunding Bonds, Series 2010 Escrow Defeasance 2020 months from the date of this Fee Schedule. Should the Transaction fail to close for any reason, a termination fee equal to BNYM's Acceptance Fee, any external counsel fees, expenses and disbursements and all out-of-pocket expenses will apply. Confidential Information Except as otherwise provided by law, all information provided to you by BNYM must remain confidential and may not be intentionally disclosed, reproduced, copied, published, or displayed in any form to any third party without BNYM's prior written approval. Miscellaneous You shall be responsible for filing any applicable information returns with the U.S. Department of Treasury, Internal Revenue Service in connection with payments made by BNYM to vendors who have not performed services for BNYM's benefit under the various bond or note issuances or other undertakings contemplated by this Fee Schedule. The Bank of New York Mellon Corporation is a global financial organization that operates in and provides services and products to clients through its affiliates and subsidiaries located in multiple jurisdictions (the "BNY Mellon Group"). The BNY Mellon Group may (i) centralize in one or more affiliates and subsidiaries certain activities (the "Centralized Functions"), including audit, accounting, administration, risk management, legal, compliance, sales, product communication, relationship management, and the compilation and analysis of information and data regarding You (which, for purposes of this provision, includes the name and business contact information for Your employees and representatives) and the accounts established pursuant to the Transaction Documents ("Your Information") and (ii) use third party service providers to store, maintain and process Your Information ("Outsourced Functions"). Notwithstanding anything to the contrary contained elsewhere in this Fee Schedule or the Transaction Documents and solely in connection with the Centralized Functions and/or Outsourced Functions, You consent to the disclosure of, and authorize BNY Mellon to disclose, Your Information to (i) other members of the BNY Mellon Group (and their respective officers, directors and employees) and to (ii) third -party service providers (but solely in connection with Outsourced Functions) who are required to maintain the confidentiality of Your Information. In addition, the BNY Mellon Group may aggregate Your Information with other data collected and/or calculated by the BNY Mellon Group, and the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Your Information with You specifically. You represent that You are authorized to consent to the foregoing and that the disclosure of Your Information in connection with the Centralized Functions and/or Outsourced Functions does not violate any relevant data protection legislation. You also consent to the disclosure of Your Information to governmental and regulatory authorities in jurisdictions where the BNY Mellon Group operates and otherwise as required by law. Customer Notice Required By the USA Patriot Act To help the U.S. government fight the funding of terrorism and money laundering activities, US Federal law requires all financial institutions to obtain, verify and record information that identifies each person (whether an individual or organization) for which a relationship is established. When you establish a relationship with BNYM, we will ask you to provide certain information (and documents) that will help us to identify you. We will ask for your organization's name, physical address, tax identification or other government registration number and other information that will help us identify you. We may also ask for a Certificate of Incorporation or similar document or other pertinent identifying documentation for your type of organization. PRIVATE AND CONFIDENTIAL The information contained within this Fee Schedule is the proprietary information of The Bank of New York Mellon and is confidential. Except as otherwise provided by law, this document, either in whole or in part, must not be reproduced or disclosed to others or used for purposes other than that for which it has been supplied without the prior written permission of The Bank of New York Mellon. You shall not use BNY Mellon's name or trademarks without its prior written nermission. ADDENDUM TO PRIVATE PLACEMENT TERM SHEET This Addendum dated May 18, 2020, is attached to and hereby incorporated by reference into that certain Term Sheet ("Term Sheet") from JPMorgan Chase Bank, NA ("Bank") to the Trophy Club Municipal Utility District No. 1, (the "District") regarding the $1,220,000 Unlimited Tax Refunding Bonds, Series 2020 (the "Obligation"). This Addendum shall supplement said Term Sheet as indicated below. FORM OF BOND: Bank will require a single Bond with mandatory sinking fund maturities. The Bank shall not require the Bond to be rated by any rating agency. The Bond shall not be initially registered to participate in DTC and will not be in book -entry form, shall not contain a CUSIP number, and shall not be marketed during any period in which the Bond is held by the Bank pursuant to any Official Statement, Offering Memorandum or any other disclosure documentation. PRINCIPAL AMOUNT: Up to $1,220,000. PURPOSE: SECURITY: MANDATORY SINKING FUND PROVISIONS INTEREST PAYMENTS INTEREST RATE: The District anticipates utilizing proceeds of the Obligation to (1) refund a portion of the District's Unlimited Tax Bonds, Series 2010 for debt service savings, and (2) pay certain costs of issuance. The Obligation will be secured by and payable from ad valorem taxes levied annually against all taxable property located within the District, without legal limitation as to rate or amount. The issuing ordinance will require 11 consecutive and unequal principal payments on September 1, commencing September 1, 2021, with a final maturity of September 1, 2031. September 1, 2021 $10,000 September 1, 2022 $110,000 September 1, 2023 $115,000 September 1, 2024 $115,000 September 1, 2025 $120,000 September 1, 2026 $115,000 September 1, 2027 $125,000 September 1, 2028 $125,000 September 1, 2029 $125,000 September 1,2030 $130,000 September 1, 2031 $130,000 Interest on the Obligations shall be payable semi-annually on March 1 and September 1 of each year, commencing September 1, 2020. OPTION 1: 1.30% Tax-exempt, Bank Qualified Fixed Rate, no optional redemption. FINANCIAL REPORTING: OPTION 2: 1.31% Tax-exempt, Bank Qualified, Fixed Rate, with optional redemption, in whole, subsequent to September 1, 2030. The District will be required to provide Bank with audited annual financial statements, free of significant deficiencies or material weakness, and prepared by an independent Certified Public Accountant, within 270 days of the close of its fiscal year. INDEPENDENT BANK COUNSEL FEE: $1,500 to be paid by the District at closing, as a cost of issuance. Bank will engage the firm of Naman Howell Smith & Lee, PLLC, Mr. Andrew D. Clark. LEGAL OPINION: The District Bond counsel will deliver opinion as to (i) validity and enforceability of the Bond under state statutes, and (ii) exemption of interest on the Bond from Federal income and state taxes. Bond Counsel approving opinion must be addressed to Bank or permit reliance by Bank. ELIGIBILITY: The Bond will be designated as "bank qualified." PAYING AGENT: The Bank could serve as Paying Agent/Registrar, at no additional cost, subject to the following provision; the Bank will be permitted under the Agreement to resign as Paying Agent in the event the Bank is no longer holder of the Bond. MUNICIPAL ADVISOR DISCLAIMER: The District acknowledges and agrees that (i) the transaction contemplated herein is an arm's length commercial transaction between the Issuer and the Bank and its affiliates, (ii) in connection with such transaction, the Bank and its affiliates are acting solely as a principal and not as an advisor including, without limitation, a "Municipal Advisor" as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules"), agent or a fiduciary of the District, (iii) the Bank and its affiliates are relying on the Bank exemption in the Municipal Advisor Rules, (iv) the Bank and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the District with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Bank, or any affiliate of the Bank, has provided other services or advised, or is currently providing other services or advising the District on other matters), (v) the Bank and its affiliates have financial and other interests that differ from those of the District, and (vi) the District has consulted with its own financial, legal, accounting, tax and other advisors, as applicable, to the extent it deemed appropriate. WEBSITE DISCLOSURE: MISCELLANEOUS: Final documentation may be posted by the District on a national public bond market repository provided that certain information be redacted by the District as directed by the Bank. Items that should be redacted include, signatures/names, account numbers, wire transfer and payment instructions and any other data that could be construed as sensitive information. The documents shall provide that the Bank shall be entitled to a writ of mandamus or ruling in any other suit, action or special proceeding in equity or at law in a court of competent jurisdiction compelling and requiring the District and the officials thereof to observe and perform the contracts, covenants, obligations or conditions of the District as prescribed in the Bond. The approving opinion of the Attorney General of the State of Texas is a condition of closing. A material change in the aggregate amount of the District, plus or minus, will constitute a re -pricing event and the interest rates will be adjusted. Funding will occur upon receipt of all documentation required by Bank, in form and substance acceptable to Bank and its independent counsel. If the expected award date of May 18, 2020 (siened acceptance must be received no later than 8:00 a.m. Central time), and/or the expected closing date not later than June 17, 2020, should not occur, Bank reserves the right to re -price or terminate the Bid. ACCEPTED BY: (for the) Trophy Club Municipal Utility District No. 1 Option: 1, By: Name: Title: Date: Gregory Wilson Board President 5/18/2020 IRS Circular 230 Disclosure: Bank and its affiliates (collectively, "Chase") do not provide tax advice. Accordingly, any discussion of U.S. tax matters contained herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with Chase of any of the matters addressed herein or for the purpose of avoiding U.S. tax -related penalties. PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT (the "Agreement"), is entered into as of May 18, 2020 by and between Trophy Club Municipal Utility District No. 1 (the "Issuer") and JP Morgan Chase Bank, NA, a national banking association duly organized and operating under the laws of the United States of America (the "Bank"). RECITALS Pursuant to an order adopted by the Board of Directors of the Issuer on May 18, 2020 (the "Bond Order"), the Issuer has duly authorized and provided for the issuance of its bonds, entitled "Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020" (the "Bonds") in an aggregate principal amount not to exceed $1,220,000, to be issued as fully registered bonds without coupons. All things necessary to make the Bonds the valid obligations of the Issuer, in accordance with their terms, will be done upon the issuance and delivery thereof. The Issuer and the Bank wish to provide the terms under which the Bank will act as Paying Agent to pay the principal, redemption premium (if any) and interest on the Bonds, in accordance with the terms thereof, and under which the Bank will act as Registrar for the Bonds to assure the exclusion from gross income for federal income tax purposes of interest on the Bonds pursuant to Section 149(a) of the Internal Revenue Code of 1986, as amended. The Issuer and the Bank have duly authorized the execution and delivery of this Agreement, and all things necessary to make this Agreement a valid agreement of the parties in accordance with its terms, have been done. NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR SECTION 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Bonds, to pay to the Registered Owners of the Bonds in accordance with the terms and provisions of this Agreement and the Bond Order, the principal of, redemption premium (if any), and interest on all or any of the Bonds. The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. As Registrar for the Bonds, the Bank shall keep and maintain for and on behalf of the Issuer books and records 1 as to the ownership of said Bonds and with respect to the transfer and exchange thereof as provided herein and in the Resolution, a copy of which books and records shall be maintained at the office of the Bank located in the State of Texas or shall be available to be accessed from such office located in the State of Texas. The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Bonds. SECTION 1.02 Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS SECTION 2.01 Definitions: For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Bank" means The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, a national bank duly organized and existing under the laws of the United States of America. "Bond Register" means the system of registration kept by the Bank in which are maintained the named and addresses of, and principal amounts of the Bonds registered to, each Registered Owner. "Bond" or "Bonds" means any one or all of the "$1,220,000 Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020." "Bond Order" means the order of the Issuer adopted on May 18, 2020, pursuant to which the Bonds are issued. "Financial Advisor" means SAMCO Capital Markets, Inc., and any successor. "Issuer" means Trophy Club Municipal Utility District No. 1. 2 "Paying Agent" means the Bank when it is performing the function of paying agent. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Registrar" means the Bank when it is performing the function of registrar associated with such term in this Agreement. All other capitalized terms shall have the meanings assigned in the Bond Order. ARTICLE THREE DUTIES OF THE BANK SECTION 3.01 Initial Delivery of the Bonds. The Bonds will be initially registered and delivered to the purchaser designated by the Issuer as set forth in the Bond Order. If such purchaser delivers a written request to the Bank not later than five business days prior to the date of initial delivery, the Bank will, on the date of initial delivery, exchange the Bonds initially delivered for Bonds of authorized denominations, registered in accordance with the instructions in such request and the Bond Order. SECTION 3.02 Duties of Paving Agent. The Bank is authorized to transfer funds relating to the closing and initial delivery of the securities in the manner disclosed in the closing memorandum approved by the Issuer as prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile transmission of the closing memorandum to be followed by an original of the closing memorandum signed by the financial advisor or the Issuer. As Paying Agent, the Bank shall, provide adequate funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of, redemption premium, if any, and interest, on each Bond in accordance with the provisions of the Bond Order. SECTION 3.03 Duties of Registrar. As Registrar, the Bank shall provide for the proper registration of the Bonds and the exchange, replacement and registration of transfer of the Bonds, in accordance with the provisions of the Bond Order and shall establish and maintain the Bond Register at the Bank's corporate trust office in Dallas, Texas. SECTION 3.04 Unauthenticated Bonds. The Issuer shall provide an adequate inventory of unauthenticated Bonds to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of unauthenticated Bonds will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Bonds in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its own bonds. 3 SECTION 3.05 Reports. The Bank will proved the Issuer reports not less than once each year, which reports will describe in reasonable detail all transactions pertaining to Bonds and the Bond Register. The Issuer may also inspect and make copies of the information in the books of registration at any time the Banks is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. Unless required by law, the Bank will not release or disclose the contents of the Bond Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Bond Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. SECTION 3.06 Canceled Bonds. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already canceled, shall be promptly canceled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Bonds previously authenticated and delivered which the Issuer may have required in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Bank. All canceled Bonds held by the Banks shall be destroyed and evidence of such destruction furnished to the Issuer; provided, however, that if laws or regulations prohibit the Bank from destroying the canceled Bonds, the Bank shall return the canceled Bonds to the Issuer. SECTION 3.07 Standards. The Bank undertakes to perform the duties set forth herein and in the Bond Order and agrees to use reasonable care in the performance thereof. The Bank hereby agrees to use the funds deposited with it for payment of the principal and interest on the Bonds as the same shall become due. SECTION 3.08 Reliance on Documents. Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer. (b) The Bank shall not be liable for any error of judgment made in good faith by Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) This Agreement is not intended to require the Bank to expend its own funds for performance of any duties hereunder. (d) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. 4 SECTION 3.09 Denository/Information Services (a) Money held by the Bank hereunder shall be held in trust for the benefit of the Registered Owners of the Bonds. (b) The Bank shall be under no obligation to pay interest on any money received hereunder. (c) All money deposited with the Bank hereunder shall be secured in the manner and to the fullest extent required by law for the security of funds of the Issuer. All funds held by the Paying Agent shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, including the Public Funds Collateral Act, V.T.C.A., Texas Government Code, Chapter 2257, as amended. Any moneys held by the bank that exceeds the deposit insurance provided by the Federal Deposit Insurance Corporation will be fully collateralized with obligations that are eligible under the laws of the State of Texas. (d) Except to the extent provided otherwise in the Bond Order, any money deposited with the Bank for payment of the principal, redemption premium, if any, or interest on any Bond remaining unclaimed for three years after the date such amounts have become due and payable shall be reported and disposed of by the Bank in accordance with the provisions of Title 6 of the Texas Property Code, as amended, to the extent that such provisions are applicable to such amounts. SECTION 3.10 Denository/Information Services (a) It is hereby represented and warranted that, in the event the Bonds are otherwise qualified and accepted for Depository Trust Company services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the operational arrangements, effective from time to time, which establishes requirements for Bonds to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. (b) Depositories will be given notice in accordance with the then current guidelines of the Securities and Exchange Commission ("SEC") regarding redemptions/refundings and any other addresses or such depositories as the Issuer may designate in writing to the Paying Agent. (c) Information services will be given notice in accordance with the then current guidelines of the SEC regarding redemptions/refundings and such other services providing information with respect to the called/refunded bonds. 5 ARTICLE FOUR MISCELLANEOUS PROVISIONS SECTION 4.01 Recitals of Issuer. The recitals contained in the Bond Order and the Bonds shall be taken as statements of Issuer, and the Bank assumes no responsibility for their correctness. SECTION 4.02 May Own Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights it would have if it were not the Paying Agent and Registrar for the Bonds. SECTION 4.03 Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. SECTION 4.04 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. SECTION 4.05 Merger, Conversion, Consolidation, or Succession. Any corporation or association into which the Bank may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor of the Bank hereunder and vested with all of the powers, discretion's, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. SECTION 4.06 Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement, or such other addresses as may have been given by one party to the other by 15 days written notice. SECTION 4.07 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 4.08 Successors and Assigns. All covenants and agreements herein by the Issuer and the Bank shall bind their successors and assigns, whether so expressed or not. SECTION 4.09 Severability . If any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 6 SECTION 4.10 Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other that the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. SECTION 4.11 Bond Order Governs Conflicts. This Agreement and the Bond Order constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent and Registrar and if any conflict exists between this Agreement and the Bond Order, the Bond Order shall govern. SECTION 4.12 Term and Termination. This Agreement shall be effective from and after its date for so long as any of the Bonds remain outstanding, but may be terminated for any reason by the Issuer or the Bank at any time upon 30 days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until a successor has been appointed and has accepted the duties of the Bank hereunder. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver to the Issuer or its designee all funds, Bonds and all books and records pertaining to the Bank's role as Paying Agent and Registrar with respect to the Bonds, including, but not limited to, the Bond Register. SECTION 4.13 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. SECTION 4.14 Additional Requirements. (a) The Paying Agent represents and warrants, for purposes of Chapter 2270 of the Texas Government Code, that at the time of execution and delivery of this Agreement, neither the Paying Agent, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Paying Agent, is a company that boycotts Israel. The Paying Agent agrees that, except to the extent otherwise required by applicable federal law, including, without limitation, 50 U.S.C. Section 4607, neither the Paying Agent, nor any wholly-owned subsidiary, majority-owned subsidiary, parent company, or affiliate of the Paying Agent, will boycott Israel during the term of this Agreement. The terms "company," "boycotts Israel" and "boycott Israel" as used in this clause (A) have the meanings assigned to the terms in Section 808.001 of the Texas Government Code. (b) The Paying Agent represents and warrants, for purposes of Subchapter F of Chapter 2252 of the Texas Government Code, that at the time of execution and delivery of this Agreement neither the Paying Agent, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Paying Agent, (i) engages in business with Iran, Sudan or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller under Sections 806.051, 807.051 or 2252.153 of the Texas Government Code. The term "company" as used in this clause (B) has the meaning assigned to the term in Section 2270.001(2) of the Texas Government Code. The term "foreign terrorist organization" as used in this clause (B) has the meaning assigned to such term in Section 2252.151 of the Texas Government Code. 7 (c) To the extent permitted by law, the Issuer agrees to indemnify the Bank, its officers, directors, employees, and agents for, and hold them harmless against, any loss, liability, or expense incurred without negligence or bad faith on their part arising out of or in connection with its acceptance or administration of the Bank's duties hereunder, including the cost and expense (including its counsel fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [The remainder of this page intentionally left blank] 8 ISSUER; TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 By: Printed Name: --VeiX'110101-111 C. 0 Title: President, Board of Directors Address of Issuer: Trophy Club Municipal Utility District No. 1 100 Municipal Drive Trophy Club, Texas JPMorgan Chase Bank, NA By: Printed Name: Title: Address: 10 Exhibit "A" Fee Schedule None 11 ESCROW AGREEMENT TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX REFUNDING BONDS, SERIES 2020 THIS ESCROW AGREEMENT, dated as of May 18, 2020 (herein, together with any amendments or supplements hereto, called the "Agreement"), entered into by and between TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 (the "Issuer") and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as escrow agent (together with any successor in such capacity, the "Escrow Agent"). WITNESSETH: WHEREAS, the Issuer heretofore issued and there presently remain outstanding the obligations (the "Refunded Obligations") described in Exhibit "A" and made a part hereof; and WHEREAS, the Refunded Obligations are scheduled to mature in such years, bear interest at such rates, and be payable at such times and in such amounts as are set forth in Exhibit "A"; and WHEREAS, when firm banking arrangements have been made for the payment of principal and interest to the maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purposes of receiving payment from the funds provided for such purpose and Issuer's right to call such Refunded Obligations for redemption in accordance with the provisions of the resolution, order or ordinance authorizing their issuance upon compliance with the provisions of Texas law; and WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207"), authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with an eligible institution, including any place of payment (paying agent) for any of the Refunded Obligations, and such deposit, if made before such payment dates and in sufficient amounts, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement with any such eligible institution for any of the Refunded Obligations with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such institution may agree, provided that such deposits may be invested only in obligations authorized by Chapter 1207, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of principal and interest on the Refunded Obligations when due; and WHEREAS, this Agreement constitutes an escrow agreement of the kind authorized and required by said Chapter 1207; and WHEREAS, Escrow Agent is the paying agent for the Refunded Obligations; and WHEREAS, Chapter 1207 makes it the duty of the Escrow Agent to comply with the terms of this Agreement to provide for the payment of the principal of and interest on the Refunded Obligations when due, and in accordance with their terms, but solely from the funds, in the manner, and to the extent provided in this Agreement; and WHEREAS, the Issuer's Unlimited Tax Refunding Bonds, Series 2020 (the "Refunding Obligations") have been issued, sold and delivered for the purpose, among others, of obtaining the funds required to provide for the payment of the principal of the Refunded Obligations at their respective maturity dates or dates of redemption and the interest thereon to such dates as set forth in the Report; and WHEREAS, the Escrow Agent understands and acknowledges that the Refunded Bonds have been called for cancellation and redemption on the September 1, 2020 (the "Redemption Date"), and that the Escrow Agent will receive funds for the redemption of the Refunded Bonds on the date of closing of the Refunding Bonds, being June 17, 2020 (the "Closing Date"); and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Obligations to the purchasers thereof, certain proceeds of the Refunding Obligations, together with certain other available funds of the Issuer, shall be deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement in a total amount equal to $1,246,716.25 (the "Escrow Deposit"), which represents the total amount due on the Redemption Date; WHEREAS, the Escrow Deposit will be sufficient to pay interest on the Refunded Obligations as it accrues and becomes payable and the principal of the Refunded Obligations on their respective maturity dates or dates of redemption; and WHEREAS, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent. NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which are hereby acknowledged, and in order to secure the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement: EscrowAgr 2 "Code" means the Internal Revenue Code of 1986, as amended, or to the extent applicable the Internal Revenue Code of 1954, together with any other applicable provisions of any successor federal income tax laws. "Escrow Deposit" means the sum of $1,246,716.25 to be deposited by the Issuer into the Escrow Fund on the Closing Date. "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means the direct noncallable, not pre -payable United States Treasury obligations and obligations the due timely payment of which is unconditionally guaranteed by the United States of America described in the Report or cash or other direct obligations of the United States of America substituted therefor pursuant to Article IV of this Agreement. "Paving Agent" means The Bank of New York Mellon Trust Company, N.A. acting in its capacity as paying agent for the Refunded Obligations. Section 1.02. Other Definitions. The terms "Agreement," "Closing Date", "Escrow Deposit", "Issuer," "Escrow Agent," "Paying Agent," "Refunded Obligations," "Refunding Obligations," and "Redemption Date" when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement. Section 1.03. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law. ARTICLE II DEPOSIT OF FUNDS Section 2.01. Deposits in the Escrow Fund. Concurrently with the sale and delivery of the Refunding Obligations, the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the Escrow Deposit. EscrowAgr 3 ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the Issuer's Unlimited Tax Refunding Bonds, Series 2020 Escrow Fund (the "Escrow Fund"). The Escrow Agent hereby agrees that upon receipt thereof it will irrevocably deposit to the credit of the Escrow Fund the Escrow Deposit. Such deposit, all proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. When the final transfers have been made for the payment of such principal of and interest on the Refunded Obligations on their respective maturity dates or dates of redemption, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. Section 3.02. Payment of Principal and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the Escrow Deposit on deposit in the Escrow Fund, the amounts required to pay the principal of the Refunded Obligations and interest thereon in the amount due on the Redemption Date. Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the Escrow Deposit will be sufficient to provide moneys for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the Refunded Obligations on the Redemption Date. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by the Paying Agent for the Refunded Obligations to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given as promptly as practicable as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrow Deposit or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrow Deposit and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof, and all other assets of the Escrow Fund to which they are entitled as owners of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking EscrowAgr 4 deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or, except to the extent expressly herein provided, by the Paying Agent. Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. ARTICLE IV LIMITATION ON INVESTMENTS Section 4.01. Limitations. Except as provided in Sections 3.02, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to sell, transfer or otherwise dispose of the Escrow Deposit. Section 4.02. Arbitrage. The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of the Code. ARTICLE V APPLICATION OF CASH BALANCES Section 5.01. In General. Except as provided in Sections 3.02, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund. ARTICLE VI RECORDS AND REPORTS Section 6.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Refunded Obligations. Section 6.02. Reports. While this Agreement remains in effect, the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding year, and transfers from the Escrow Fund for payments EscrowAgr 5 on the Refunded Obligations or otherwise, and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII CONCERNING THE PAYING AGENT AND ESCROW AGENT Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund to make timely payment thereon, except for the obligation to notify the Issuer as promptly as practicable of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the Refunding Obligations and is not responsible for nor bound by any of the provisions thereof (except as a place of payment and paying agent and/or a Paying Agent/Registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or willful misconduct. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with EscrowAgr 6 others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own willful misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7.03. Compensation. (a) Concurrently with the sale and delivery of the Refunding Obligations, the Issuer shall pay to the Escrow Agent, as a fee for performing the services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement, the amount set forth in Exhibit "C" attached hereto, the sufficiency of which is hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. (b) The Bank of New York Mellon Trust Company, N.A. hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Paying Agent, or in any other capacity, or for reimbursement for any of its expenses. Section 7.04. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 calendar days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys -in -fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. EscrowAgr 7 Any successor Escrow Agent shall be a corporation organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, authorized under Texas law to act as an escrow agent, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5,000,000 and subject to the supervision or examination by Federal or State authority. Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent at the time acting hereunder may at any time resign and be discharged from the trust hereby created by giving not less than sixty (60) days' written notice to the Issuer and publishing notice thereof, specifying the date when such resignation will take effect, in a newspaper printed in the English language and with general circulation in New York, New York, such publication to be made once at least three (3) weeks prior to the date when the resignation is to take effect. No such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the owners of the Refunded Obligations or by the Issuer as herein provided and such successor Escrow Agent shall be a paying agent for the Refunded Obligations and shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. Under any circumstances, the Escrow Agent shall pay over to its successor Escrow Agent proportional parts of the Escrow Agent's fee and, if applicable, its Paying Agent's fee hereunder. ARTICLE VIII MISCELLANEOUS Section 8.01. Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Exhibit "B" attached hereto. The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) calendar days prior notice thereof. Prior written notice of any amendment to this Agreement contemplated pursuant to Section 8.08 and immediate written notice of any incidence of a severance pursuant to Section 8.04 shall be sent to Moody's Investors Service, Attn: Public Finance Rating Desk/Refunded Bonds, 99 Church Street, New York, New York 10007 and Standard & Poor's Corporation, Attn: Municipal Bond Department, 25 Broadway, New York, New York 10004. EscrowAgr 8 Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. Section 8.04. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Section 8.07. Effective date of Agreement. This Agreement shall be effective upon receipt by the Escrow Agent of the funds described in the Report and the Escrowed Securities, together with the specific sums stated in subsections (a) and (b) of Section 7.03 for Escrow Agent and paying agency fees, expenses, and services. Section 8.08. Amendments. This Agreement shall not be amended except to cure any ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless the same shall be in writing and signed by the parties thereto. No such amendment shall adversely affect the rights of the holders of the Refunded Obligations. Section 8.09 Additional Certifications. (a) The Escrow Agent represents and warrants, for purposes of Chapter 2270 of the Texas Government Code, that at the time of execution and delivery of this Agreement, neither the Escrow Agent, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Escrow Agent, is a company that boycotts Israel. The Escrow Agent agrees that, except to the extent otherwise required by applicable federal law, including, without limitation, 50 U.S.C. Section 4607, neither the Escrow Agent, nor any wholly-owned subsidiary, majority-owned subsidiary, parent company, or affiliate of the Escrow Agent, will boycott Israel during the term of this Agreement. The terms "company," "boycotts Israel" and "boycott Israel" as used in this clause (a) have the meanings assigned to the terms in Section 808.001 of the Texas Government Code. (b) The Escrow Agent represents and warrants, for purposes of Subchapter F of Chapter 2252 of the Texas Government Code, that at the time of execution and delivery of this EscrowAgr 9 Agreement neither the Escrow Agent, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Escrow Agent, (i) engages in business with Iran, Sudan or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller under Sections 806.051, 807.051 or 2252.153 of the Texas Government Code. The term "company" as used in this clause (b) has the meaning assigned to the term in Section 2270.001(2) of the Texas Government Code. The term "foreign terrorist organization" as used in this clause (b) has the meaning assigned to such term in Section 2252.151 of the Texas Government Code. EscrowAgr [The Remainder of This Page Intentionally Left Blank] 10 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 President, Board of Directors EscrowAgr THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By: Digitally signed by Elizabeth H. Bernard -Polk Date: 2020.05.22 10:55:51 -05'00' Name: Eli r*. \ PYL &xr,"tw"Gt - I'OIt- Title: ssn c; A 4-c C'# Se Coitt 1A110" kcU EA Sig Pg EscrowAgr EXHIBIT "A" REFUNDED OBLIGATIONS A-1 LI SAMCO Capital Bond SUMMARY OF BONDS REFUNDED Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Maturity Interest Par Call Call Date Rate Amount Date Price Unlimited Tax Bonds, Series 2010, 2010: SERIAL 09/01/2022 5.000% 100,000.00 09/01/2020 100.000 09/01/2023 5.000% 105,000.00 09/01/2020 100.000 09/01/2024 5.000% 110,000.00 09/01/2020 100.000 09/01/2025 4.000% 115,000.00 09/01/2020 100.000 TERM_27 09/01/2026 4.100% 115,000.00 09/01/2020 100.000 09/01/2027 4.100% 125,000.00 09/01/2020 100.000 TERM_29 09/01/2028 4.200% 130,000.00 09/01/2020 100.000 09/01/2029 4.200% 135,000.00 09/01/2020 100.000 TERM_31 09/01/2030 4.250% 140,000.00 09/01/2020 100.000 09/01/2031 4.250% 145,000.00 09/01/2020 100.000 1,220,000.00 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 1 111 SAMCO Capital ESCROW REQUIREMENTS Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Period Principal Ending Interest Redeemed Total 09/01/2020 26,716.25 1,220,000.00 1,246,716.25 26,716.25 1,220,000.00 1, 246, 716.25 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 2 EXHIBIT "B" ADDRESSES OF THE ISSUER AND THE ESCROW AGENT Issuer Trophy Club Municipal Utility District No. 1 100 Municipal Drive Trophy Club, Texas 76262 Escrow A2ent The Bank of New York Mellon Trust Company, N.A. 2001 Bryan Street, 1 lth Floor Dallas, Texas 75201 EscrowAgr B-1 EscrowAgr EXHIBIT "C" ESCROW AGENT FEE SCHEDULE C-1 Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2010 Escrow Defeasance 2020 May 20, 2020 Fee Schedule for the following: • Escrow Agent Presented By BNY Mellon Corporate Trust The Bank of New York Mellon Trust Company, N.A. Fee Schedule for Trophy Club Municipal Utility District No. 1, Unlimited Tax Refunding Bonds, Series 2010 Escrow Defeasance 2020 Fee Schedule Subject to the Terms and Conditions below, upon appointment of The Bank of New York Mellon Trust Company, N.A. ("BNYM" or "us" or "affiliates" or "subsidiaries") in the roles as outlined within this Fee Schedule (this "Fee Schedule"), Trophy Club Municipal Utility District No. 1 ("you") shall be responsible for the payment of the fees, expenses and charges as set forth herein. General Fees Acceptance Fee Waived The Transaction Acceptance Fee is payable at the time of the execution of the governing documents in connection with the closing of the transaction which is the subject of this Agreement (the "Transaction"), and compensates BNYM for the following: review of all supporting documents, initial establishment of the required accounts and Know Your Customer checks. One Time Fee—Escrow Agent $500 A one time Escrow Agent fee is payable at closing and includes the review and execution of the Escrow Agreement and all documents submitted in support thereof, account set-up and covers the normal administrative functions of the escrow agent. Should the term of the agreement last longer than the expected maturity date we reserve the right to bill additional fees at a prorated amount. *There will be a $500 charge for the escrow even if funds are uninvested. We will collateralize accounts as required without additional charge. Activity Fees (if applicable) Redemption Fee $300 Call Pricing includes distribution of the call notice to holders of record, redemption processing, and notification to EMMA. Any publication expenses (i.e. Bond Buyer, regional periodical, financial periodicals, etc.) for the call notice will be billed to the Issuer at cost. ($300 * 1) Additional Fees Extraordinary Services / Miscellaneous Fees The charges for performing extraordinary or other services not contemplated at the time of the execution of the Transaction Documents or not specifically covered elsewhere in this schedule will be commensurate with the service to be provided and may be charged in BNY Mellon's sole discretion. If it is contemplated that BNY Mellon hold/and or value collateral, additional acceptance, administration and counsel review fees will be applicable to the agreement governing such services. If the bonds are converted to certificated form, additional annual fees will be charged for any applicable tender agent and/or registrar/paying agent services. Additional information will be provided at such time. If all outstanding bonds of a series are defeased or redeemed, or BNY Mellon is removed as paying agent prior to the maturity of the bonds, a termination fee may be assessed at that time. Miscellaneous fees and expenses may include, but are not necessarily limited to supplemental agreements, tender processing, the preparation and distribution of sinking fund redemption notices, optional redemptions, failed remarketing processing, preparation of special or interim reports, UCC filing fees, auditor confirmation fees, wire transfer fees, Letter of Credit drawdown fees, transaction fees to settle third -party trades, and reconcilement fees to balance trust account balances to third -party investment provider statements. Counsel, accountants, special agents and others will be charged at the actual amount of fees and expenses billed. FDIC or other governmental charges will be passed along as incurred. You agree to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction to the extent permitted by law. Unless specifically listed in this Fee Schedule, the fees, expenses and disbursements of BNYM legal counsel are PRIVATE AND CONFIDENTIAL The information contained within this Fee Schedule is the proprietary information of The Bank of New York Mellon and is confidential. Except as otherwise provided by law, this document, either in whole or in part, must not be reproduced or disclosed to others or used for purposes other than that for which it has been supplied without the prior written permission of The Bank of New York Mellon. You shall not use BNY Mellon's name or trademarks without its prior written permission. The Bank of New York Mellon Trust Company, N.A. Fee Schedule for Trophy Club Municipal Utility District No. 1, Unlimited Tax Refunding Bonds, Series 2010 Escrow Defeasance 2020 not included in the charges listed above. In the event that the United States Department of Treasury suspends the sale of State and Local Government Series (SLGS) and where SLGS reinvestments are required, BNY Mellon will seek direction from you. If alternative investment direction is given by you for BNY Mellon to purchase an open market security, BNY Mellon will charge a transaction fee determined at the time of the transaction. Out -of -Pocket Expenses Fees quoted in this Fee Schedule are solely for the provision of the services listed in this Fee Schedule, and any Out -of -Pocket Expenses are payable in addition to the fees quoted in this Fee Schedule. Reimbursement will be required for any Out -of -Pocket Expenses and will be charged to you at the actual cost to BNYM plus any applicable taxes. Advance Fees BNYM requires that you agree to the fees quoted in this Fee Schedule prior to the commencement of any work or the provision of any services by BNYM in relation to the Transaction. In the event that BNYM provides any services to you prior to your agreement to the fees quoted herein, the commencement of such work or the provision of such services shall not be deemed to constitute a waiver of the fees listed in this Fee Schedule. BNYM reserves the right to cease providing services until such time as you agree to the fees quoted herein. BNYM reserves the right to request that any and all fees due and payable pursuant to this Fee Schedule and related in any way to the Transaction are paid in advance (either in whole or in part) prior to the provision of any services. Negative Interest Rates — Charges With respect to any funds invested by BNYM in connection with the Transaction, if: (i) any recognized overnight benchmark rate or any official overnight interest rate set by a central bank or other monetary authority is negative or zero; or (ii) any market counterparty or other institution applies a negative interest rate or any related charge to any account or balance of BNYM or any account or balance opened for You by BNYM, BNYM may apply a charge to any of Your accounts or balances. BNYM will give You prompt written notice of the application of any such charges. You acknowledge and agree that the application of such a charge by BNYM may cause the effective interest rate applicable to Your account or balance to be negative, notwithstanding that one or more of the rates set by third parties specified in clauses (i) and (ii) above may be positive. Terms and Conditions General BNYM's final acceptance of its appointment pursuant to the Transaction Documents is subject to the full review and approval of all related documentation, financials and standard Know Your Customer procedures. In the event that this Transaction does not proceed with BNYM in the roles contemplated by this Fee Schedule and the Transaction Documents, you will be responsible for payment of any external counsel fees and expenses and out- of-pocket expenses which BNYM may have incurred up to and including the termination date. You agree that BNYM shall have no obligation to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties as paying agent or registrar in connection with the Transaction, or in the exercise of any of its rights or powers in connection therewith, if it shall have reasonable grounds for believing that repayment of such funds is not assured to it. Please note the fees quoted in this Fee Schedule are based upon the information available at the present time. Further quotes may be provided once the structure of the deal has been finalized. Annual Fees cover a period of one year and any portion thereof and are not subject to pro -ration. Fees may be subject to adjustment during the life of the engagement. Acceptance/Revocation of Offer You may agree to the fees quoted herein by (i) executing this Fee Schedule and returning it to us, (ii) closing the Transaction, or (iii) instructing us or continuing to instruct us after receipt of this Fee Schedule. Upon the earlier to occur of (i), (ii) and (iii), the fees quoted herein shall be deemed accepted by you. If you agree to the fees quoted herein, the terms of this Fee Schedule shall supersede any prior fees quoted with respect to the Transaction. BNYM may revoke the terms of this Fee Schedule if the Transaction does not close within three PRIVATE AND CONFIDENTIAL The information contained within this Fee Schedule is the proprietary information of The Bank of New York Mellon and is confidential. Except as otherwise provided by law, this document, either in whole or in part, must not be reproduced or disclosed to others or used for purposes other than that for which it has been supplied without the prior written permission of The Bank of New York Mellon. You shall not use BNY Mellon's name or trademarks without its prior written permission. The Bank of New York Mellon Trust Company, N.A. Fee Schedule for Trophy Club Municipal Utility District No. 1, Unlimited Tax Refunding Bonds, Series 2010 Escrow Defeasance 2020 months from the date of this Fee Schedule. Should the Transaction fail to close for any reason, a termination fee equal to BNYM's Acceptance Fee, any external counsel fees, expenses and disbursements and all out-of-pocket expenses will apply. Confidential Information Except as otherwise provided by law, all information provided to you by BNYM must remain confidential and may not be intentionally disclosed, reproduced, copied, published, or displayed in any form to any third party without BNYM's prior written approval. Miscellaneous You shall be responsible for filing any applicable information returns with the U.S. Department of Treasury, Internal Revenue Service in connection with payments made by BNYM to vendors who have not performed services for BNYM's benefit under the various bond or note issuances or other undertakings contemplated by this Fee Schedule. The Bank of New York Mellon Corporation is a global financial organization that operates in and provides services and products to clients through its affiliates and subsidiaries located in multiple jurisdictions (the "BNY Mellon Group"). The BNY Mellon Group may (i) centralize in one or more affiliates and subsidiaries certain activities (the "Centralized Functions"), including audit, accounting, administration, risk management, legal, compliance, sales, product communication, relationship management, and the compilation and analysis of information and data regarding You (which, for purposes of this provision, includes the name and business contact information for Your employees and representatives) and the accounts established pursuant to the Transaction Documents ("Your Information") and (ii) use third party service providers to store, maintain and process Your Information ("Outsourced Functions"). Notwithstanding anything to the contrary contained elsewhere in this Fee Schedule or the Transaction Documents and solely in connection with the Centralized Functions and/or Outsourced Functions, You consent to the disclosure of, and authorize BNY Mellon to disclose, Your Information to (i) other members of the BNY Mellon Group (and their respective officers, directors and employees) and to (ii) third -party service providers (but solely in connection with Outsourced Functions) who are required to maintain the confidentiality of Your Information. In addition, the BNY Mellon Group may aggregate Your Information with other data collected and/or calculated by the BNY Mellon Group, and the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Your Information with You specifically. You represent that You are authorized to consent to the foregoing and that the disclosure of Your Information in connection with the Centralized Functions and/or Outsourced Functions does not violate any relevant data protection legislation. You also consent to the disclosure of Your Information to governmental and regulatory authorities in jurisdictions where the BNY Mellon Group operates and otherwise as required by law. Customer Notice Required By the USA Patriot Act To help the U.S. government fight the funding of terrorism and money laundering activities, US Federal law requires all financial institutions to obtain, verify and record information that identifies each person (whether an individual or organization) for which a relationship is established. When you establish a relationship with BNYM, we will ask you to provide certain information (and documents) that will help us to identify you. We will ask for your organization's name, physical address, tax identification or other government registration number and other information that will help us identify you. We may also ask for a Certificate of Incorporation or similar document or other pertinent identifying documentation for your type of organization. PRIVATE AND CONFIDENTIAL The information contained within this Fee Schedule is the proprietary information of The Bank of New York Mellon and is confidential. Except as otherwise provided by law, this document, either in whole or in part, must not be reproduced or disclosed to others or used for purposes other than that for which it has been supplied without the prior written permission of The Bank of New York Mellon. You shall not use BNY Mellon's name or trademarks without its prior written permission. SIGNATURE IDENTIFICATION AND AUTHORITY CERTIFICATE OF ESCROW AGENT I, the undersigned officer of The Bank of New York Mellon Trust Company, N.A., (the "Bank"), which is the Escrow Agent appointed by Trophy Club Municipal Utility District No. 1 (the "Issuer"), in connection with the execution and delivery of an Escrow Agreement dated as of May 18, 2020 between the Issuer and the Bank hereby certify as follows: 1. The Bank is a national banking association duly organized under the banking laws of the United States of America and has full power and authority to enter into and perform the obligations of the Escrow Agent under the Escrow Agreement. 2. The Escrow Agreement has been duly executed and attested on behalf of the Bank by the person named below whose office appears opposite their name; said person was at the time of executing the Escrow Agreement and is now, duly elected, qualified and acting incumbent of his or her office; and the signature appearing after said person's name is the true and correct specimen of such person's genuine signature. Name Office Signature Elizabeth Bernard -Polk Associate Client Service Manager 3. The foregoing officer of the Bank, by virtue of the authority delegated to him or her as set forth in Exhibit A, is authorized to execute and deliver on behalf of the Bank the Escrow Agreement and such other and further documents as may be necessary or incidental to the acceptance and performance of the duties of the Bank as Escrow Agent. IN WITNESS WH4JO4F,1ti,dersigned Bank has caused this certificate to be executed and its seal affixed on ",L2020. 020. The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, as crow Agent By:"977 Title: [BANK SEAL] Associate THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. I, the undersigned Cristina M. Rice, Assistant Secretary of The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States (the "Association") and located in the State of California, with a trust office located at 2001 Bryan Street, Dallas, Texas, DO HEREBY CERTIFY that the following individuals are Authorized Signers of the Association: Authorized Signers Kaprisha Armstrong Ana Babic Michelle Baldwin Elizabeth Bernard -Polk Darren Brown Inetta Coats Beverly Evans Juliana Haidary Shannon Heid Lee Jackson Stephen Jager Michael Moore Cathleen M. Sokolowski Jason E. Stephens Laurel Waller Marcus Wilson Signing Authority G, H, J, N G, H, J, N G, H, J, N G, H, J, N G, H, J, N G, H, J, N G, H, J, N G,H,J,N C2, I1, I2, N, P11 G,H,J,N G,H,J,N G,H,J,N B1, B2, G, H, J, P8 G, H, J, N G, H, J, N G, H, J, N I further certify that as of this date they have been authorized to sign on behalf of the Association in discharging or performing their duties in accordance with the limited signing powers provided under Article V, Section 5.3 of the By -Laws of the Association and the paragraphs indicated above of the signing authority resolution of the Board of Directors of the Association. Attached hereto are true and correct copies of excerpts of the By-laws of the Association, as amended through January 18, 2018, and the signing authority resolution, which has not been amended or revised since October 15, 2009, both of which are in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of The Bank of New York Mellon Trust Company, N.A. this 4% -day of March 2020. Cristina M. Rice, Assistant Secretary Extracts from By -Laws of The Bank of New York Mellon Trust Company, N.A. As Amended through January 18, 2018 ARTICLE V SIGNING AUTHORITIES Section 5.1 Real Property. Real property owned by the Association in its own right shall not be deeded, conveyed, mortgaged, assigned or transferred except when duly authorized by a resolution of the Board. The Board may from time -to -time authorize officers to deed, convey, mortgage, assign or transfer real property owned by the Association in its own right with such maximum values as the Board may fix in its authorizing resolution. Section 5.2. Senior Signing Powers. Subject to the exception provided in Section 5.1, the President and any Executive Vice President is authorized to accept, endorse, execute or sign any document, instrument or paper in the name of, or on behalf of, the Association in all transactions arising out of, or in connection with, the normal course of the Association's business or in any fiduciary, representative or agency capacity and, when required, to affix the seal of the Association thereto. In such instances as in the judgment of the President, or any Executive Vice President may be proper and desirable, any one of said officers may authorize in writing from time -to -time any other officer to have the powers set forth in this section applicable only to the performance or discharge of the duties of such officer within his or her particular division or function. Any officer of the Association authorized in or pursuant to Section 5.3 to have any of the powers set forth therein, other than the officer signing pursuant to this Section 5.2, is authorized to attest to the seal of the Association on any documents requiring such seal. Section 5.3. Limited Signing Powers. Subject to the exception provided in Section 5.1, in such instances as in the judgment of the President or any Executive Vice President, may be proper and desirable, any one of said officers may authorize in writing from time -to -time any other officer, employee or individual to have the limited signing powers or limited power to affix the seal of the Association to specified classes of documents set forth in a resolution of the Board applicable only to the performance or discharge of the duties of such officer, employee or individual within his or her division or function. Section 5.4. Powers of Attorney. All powers of attorney on behalf of the Association shall be executed by any officer of the Association jointly with the President, any Executive Vice President, or any Managing Director, provided that the execution by such Managing Director of said Power of Attorney shall be applicable only to the performance or discharge of the duties of said officer within his or her particular division or function. Any such power of attorney may, however, be executed by any officer or officers or person or persons who may be specifically authorized to execute the same by the Board of Directors. Section 5.5. Auditor. The Auditor or any officer designated by the Auditor is authorized to certify in the name of, or on behalf of the Association, in its own right or in a fiduciary or representative capacity, as to the accuracy and completeness of any account, schedule of assets, or other document, instrument or paper requiring such certification. SIGNING AUTHORITY RESOLUTION Pursuant to Article V, Section 5.3 of the By -Laws Adopted October 15, 2009 RESOLVED that, pursuant to Section 5.3 of the By -Laws of the Association, authority be, and hereby is, granted to the President or any Executive Vice President, in such instances as in the judgment of any one of said officers may be proper and desirable, to authorize in writing from time -to - time any other officer, employee or individual to have the limited signing authority set forth in any one or more of the following paragraphs applicable only to the performance or discharge of the duties of such officer, employee or individual within his or her division or function: (A) All signing authority set forth in paragraphs (B) through (I) below except Level C which must be specifically designated. (B1) Individuals authorized to accept, endorse, execute or sign any bill receivable; certification; contract, document or other instrument evidencing, embodying a commitment with respect to, or reflecting the terms or conditions of, a loan or an extension of credit by the Association; note; and document, instrument or paper of any type, including stock and bond powers, required for purchasing, selling, transferring, exchanging or otherwise disposing of or dealing in foreign currency, derivatives or any form of securities, including options and futures thereon; in each case in transactions arising out of, or in connection with, the normal course of the Association's business. (B2) Individuals authorized to endorse, execute or sign any certification; disclosure notice required by Iaw; document, instrument or paper of any type required for judicial, regulatory or administrative proceedings or filings; and legal opinions. (C1) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in excess of $500,000,000 with single authorization for all transactions. (C2) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in excess of $500,000,000*. (C3) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $500,000,000. (C4) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount in excess of $100,000,000 but not to exceed $500,000,000*. (C5) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $100,000,000. (C6) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $10,000,000. (C7) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $5,000,000. (C8) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $1,000,000. (C9) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $250,000. (C10) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $50,000. (C11) Authority to accept, endorse, execute or sign or effect the issuance of any cashiers, certified or other official check; draft; order for payment of money; check certification; receipt; certificate of deposit; money transfer wire; and internal transfers resulting in a change of beneficial ownership; in each case, in an amount up to $5,000. *Dual authorization is required by any combination of senior officer and/or Sector Head approved designee for non-exempt transactions. Single authorization required for exempt transactions. (D1) Authority to accept, endorse, execute or sign any contract obligating the Association for the payment of money or the provision of services in an amount up to $1,000,000. (D2) Authority to accept, endorse, execute or sign any contract obligating the Association for the payment of money or the provision of services in an amount up to $250,000. (D3) Authority to accept, endorse, execute or sign any contract obligating the Association for the payment of money or the provision of services in an amount up to $50,000. (D4) Authority to accept, endorse, execute or sign any contract obligating the Association for the payment of money or the provision of services in an amount up to $5,000. (E) Authority to accept, endorse, execute or sign any guarantee of signature to assignments of stocks, bonds or other instruments; certification required for transfers and deliveries of stocks, bonds or other instruments; and document, instrument or paper of any type required in connection with any Individual Retirement Account or Keogh Plan or similar plan. (F) Authority to accept, endorse, execute or sign any certificate of authentication as bond, unit investment trust or debenture trustee and on behalf of the Association as registrar and transfer went: (G) Authority to accept, endorse, execute or sign any bankers acceptance; letter of credit; and bill of lading. (H) Authority to accept, endorse, execute or sign any document, instrument or paper of any type required in connection with the ownership, management or transfer of real or personal property held by the Association in trust or in connection with any transaction with respect to which the Association is acting in any fiduciary, representative or agency capacity, including the acceptance of such fiduciary, representative or agency account. (11) Authority to effect the external movement of free delivery of securities and internal transfers resulting in changes of beneficial ownership. value. (I2) Authority to effect the movement of securities versus payment at market or contract (J) Authority to either sign on behalf of the Association or to affix the seal of the Association to any of the following classes of documents: Trust Indentures, Escrow Agreements, Pooling and Servicing Agreements, Collateral Agency Agreements, Custody Agreements, Trustee's Deeds, Executor's Deeds, Personal Representative's Deeds, Other Real Estate Deeds for property not owned by the Association in its own right, Corporate Resolutions, Mortgage Satisfactions, Mortgage Assignments, Trust Agreements, Loan Agreements, Trust and Estate Accountings, Probate Petitions, responsive pleadings in litigated matters and Petitions in Probate Court with respect to Accountings, Contracts for providing customers with Association products or services. (N) Individuals authorized to accept, endorse, execute or sign internal transactions only, (i.e., general ledger tickets); does not include the authority to authorize external money movements, internal money movements or internal free deliveries that result in changes of beneficial ownership. (P1) Authority to approve the payment of valid expenses as incurred to meet the obligations of the Association, excluding salary and other employee directed benefit payments; in each case, in excess of $10,000,000. (P2) Authority to approve the payment of valid expenses as incurred to meet the obligations of the Association, excluding salary and other employee directed benefit payments; in each case, in an amount up to $10,000,000. (P3) Authority to approve the payment of valid expenses as incurred to meet the obligations of the Association, excluding salary and other employee directed benefit payments; in each case, in an amount up to $5,000,000. (P4) Authority to approve the payment of valid expenses as incurred to meet the obligations of the Association, excluding salary and other employee directed benefit payments; in each case, in an amount up to 51,000,000. (P5) Authority to approve the payment of valid expenses as incurred to meet the obligations of the Association, excluding salary and other employee directed benefit payments; in each case, in an amount up to $250,000. (P6) Authority to approve the payment of valid expenses as incurred to meet the obligations of the Association, excluding salary and other employee directed benefit payments; in each case, in an amount up to $IUU,UUU. (P7) Authority to approve the payment of valid expenses as incurred to meet the obligations of the Association, excluding salary and other employee directed benefit payments; in each case, in an amount up to $50,000. (P8) Authority to approve the payment of valid expenses as incurred to meet the obligations of the Association, excluding salary and other employee directed benefit payments; in each case, in an amount up to $25,000. (P9) Authority to approve the payment of valid expenses as incurred to meet the obligations of the Association, excluding salary and other employee directed benefit payments; in each case, in an amount up to $10,000. (P10) Authority to approve the payment of valid expenses as incurred to meet the obligations of the Association, excluding salary and other employee directed benefit payments; in each case, in an amount up to $5,000. (P11) Authority to approve the payment of valid expenses as incurred to meet the obligations of the Association, excluding salary and other employee directed benefit payments; in each case, in an amount up to $3,000. RESOLVED, that any signing authority granted pursuant to this resolution may be rescinded by the President or any Executive Vice President and such signing authority shall terminate without the necessity of any further action when the person having such authority leaves the employ of the Association. UNITED STATES OF AMERICA STATE OF TEXAS REGISTERED REGISTERED NUMBER AMOUNT No. T-1 $1,220,000 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX REFUNDING BOND SERIES 2020 INTEREST RATE MATURITY DATE AS SHOWN BELOW AS SHOWN BELOW BOND DATE CLOSING DATE June 1, 2020 June 17, 2020 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 (the "District") promises to pay to JPMorgan Chase Bank, N.A. or registered assigns, on September 1, in the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Principal Maturity Date Interest Amount (September 1) Rate $1,220,000 2031 1.300% upon presentation and surrender of this Bond at the Designated Payment/Transfer Office in Dallas, Texas (the "Designated Payment/Transfer Office"), of JPMorgan Chase Bank, N.A., Dallas, Texas (the "Paying Agent/Registrar"), payable in lawful money of the United States of America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360 -day year of twelve 30 -day months, from the later of the Closing Date, or the most recent interest payment date to which interest has been paid or duly provided for. Interest on this Bond is payable by check, or by such other customary banking arrangements acceptable to the Paying Agent/Registrar and the registered owner (at the risk and expense of such owner), on each March 1 and September 1 until the earlier of maturity or prior redemption, beginning on September 1, 2020, mailed, by United States mail, first class, postage prepaid, to the registered owner as shown on the books of registration kept by the Paying Agent/Registrar as of the fifteenth calendar day of the month next preceding such interest payment date. THIS BOND is issued pursuant to Chapter 1207, Texas Government Code, and a certain Order adopted by the Board of Directors of the District (the "Order") for the purpose of refunding certain outstanding obligations of the District and paying the costs of issuing the Bonds. THIS BOND is not subject to optional redemption. This Bond is subject to mandatory sinking fund redemption prior to maturity in the following amounts, on the following dates, and at a price of par plus accrued interest to date of redemption from amounts required to be deposited in the Debt Service Fund: REDEMPTION DATE PRINCIPAL AMOUNT 09/01/2021 $15,000 09/01/2022 $115,000 09/01/2023 $115,000 09/01/2024 $120,000 09/01/2025 $120,000 09/01/2026 $115,000 09/01/2027 $120,000 09/01/2028 $125,000 09/01/2029 $125,000 09/01/2030 $125,000 09/01/2031 $125,000 Reference is made to the Order for complete details concerning the manner of mandatory redemption of the Bond. NOTICE OF ANY REDEMPTION shall be given at least thirty (30) days prior to the date fixed for redemption by United States mail, first-class, postage prepaid, addressed to the registered owners of each Bond to be redeemed in whole at the address shown on the books of registration kept by the Paying Agent/Registrar. When Bonds have been called for redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. THIS BOND IS TRANSFERABLE only upon presentation and surrender at the Designated Payment/Transfer office of the Paying Agent/Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his authorized representative, subject to the terms and conditions of the Order. THIS BOND IS EXCHANGEABLE at the Designated Payment/Transfer Office of the Paying Agent/Registrar for Bonds in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and conditions of the Order. NEITHER THE DISTRICT nor the Paying Agent/Registrar shall be required to transfer or exchange any Bond during the fifteen (15) day period next preceding any interest payment date or to transfer or exchange any Bond called for redemption during the thirty (30) day period prior to the date fixed for redemption of such Bond. THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the Order unless this Bond is either (i) registered by the Comptroller of Public Accounts of the State of Texas by registration certificate attached or affixed hereto or (ii) authenticated by the Paying Agent/Registrar by due execution of the authentication certificate endorsed hereon. THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and agrees to be bound by all the terms and conditions of the Order. THE DISTRICT has covenanted in the Order that it will at all times provide a legally qualified Paying Agent/Registrar for the Bonds and will cause notice of any change of Paying Agent/Registrar to be mailed to each registered owner. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly issued and delivered; that all acts, conditions and things required or proper to be performed, to exist and to be done precedent to or in the issuance and delivery of this Bond have been performed, exist and have been done in accordance with law; and that annual ad valorem taxes, without legal limit as to rate, sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the District and have been pledged irrevocably for such payment. IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of the President or Vice President of the Board and countersigned with the manual or facsimile signature of the Secretary/Treasurer of the Board, and the official seal of the District has been duly impressed, or placed in facsimile, on this Bond. [The remainder of this page intentionally left blank.] TROPHY LUB MUNICIPAL UTILITY DISTRICT NO. 1 Kesident, Board of Directors Secretary/Treasurer, oa of Directors COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. 9 3 9 1 I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding obligation of Trophy Club Municipal Utility District No. 1, and that this Bond has this day been registered by me. WITNESS MY SIGNATURE AND SEAL this JUN 1 7 2020 aili(Comptroller of Public Account the State of Texas ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and Zip Code of transferee): (Social Security or other identifying number: ) the within Bond and all rights hereunder and herby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the premises. Date: Signature Guaranteed By: Authorized Signatory NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. GENERAL CERTIFICATE We, the undersigned President and Secretary/Treasurer, respectively, of the Board of Directors of Trophy Club Municipal Utility District No. 1 (the "District"), do hereby execute and deliver this certificate for the benefit of the Attorney General of the State of Texas and all other persons interested in the District's $1,220,000 Unlimited Tax Refunding Bonds, Series 2020 (the "Bonds"), now in the process of issuance. We certify the following: 1. That the District is a conservation and reclamation district, a body corporate and politic and governmental agency of the State of Texas, created as a municipal utility district pursuant to Article 16, Section 59, of the Texas Constitution by Order of the Texas Water Commission, the predecessor in interest to the Texas Natural Resource Conservation Commission (collectively, the "Commission"), and the District operates pursuant to Chapters 49 and 54 of the Texas Water Code, as amended (the "Act") and was the successor by merger and consolidation of Trophy Club Municipal Utility District No. 1 ("Prior MUD I") and Trophy Club Municipal Utility District No. 2 ("Prior MUD 2" and collectively with Prior MUD 1, the "Prior MUDs") by consolidation election of May 9, 2009 (the "Consolidation Election"). 2. That the Board of Directors is composed of the following persons, each of whom serves in the capacity indicated: Gregory Wilson William C. Rose Stephen J. Flynn Kelly Castonguay Mark A. Chapman President Vice President Secretary/Treasurer Director Director 3. that the Tax Assessor and the Tax Collector of the District is the Denton County Tax Assessor/Collector and the Tarrant County Tax Assessor/Collector. 4. that there has been no property excluded from the District since the District submitted its transcript for the District's $7,080,000 Water and Sewer System Revenue Bonds, Series 2019. 5. that there has been no property annexed to the District since the District submitted its transcript for the District's $7,080,000 Water and Sewer System Revenue Bonds, Series 2019, except the land annexed by the Order Granting Petition Requesting Addition of Certain Lands to Trophy Club Municipal Utility District No. 1 included within the current transcript of proceedings. 6. that there are no notes, bonds or other obligations of the District outstanding, or otherwise in the process of issuance other than the Bonds which are currently in the process of issuance except for the following (collectively, the "Outstanding Obligations"): the District's $2,000,000 Unlimited Tax Bonds, Series 2010 (the "Series $2,355,000 Unlimited Tax Bonds, Series 2012 (the "Series $1,905,000 Unlimited Tax Bonds, Series 2013 (the "Series $5,765,000 Unlimited Tax Bonds, Series 2014 (the "Series 2010 Bonds"); the District's 2012 Bonds"); the District's 2013 Bonds"); the District's 2014 Bonds"); the District's $9,230,000 Water and Sewer System Revenue Bonds, Series 2015 (the "Series 2015 Bonds"); the District's $4,635,000 Water and Sewer System Revenue Bonds, Series 2016 (the "Series 2016 Bonds"); and the District's $7,080,000 Water and Sewer System Revenue Bonds, Series 2019 (the "Series 2019 Bonds"); 7. that there are no outstanding bonds payable out of ad valorem taxes of the District other than the Series 2010 Bonds, the Series 2012 Bonds, the Series 2013 Bonds, and the "Series 2014 Bonds. 8. that save and except for the pledge of the income and revenues of the District's Water and Sewer System (the "System") to the payment of the (a) principal of and interest to become due with respect to the Series 205 Bonds, the Series 2016 Bonds and the Series 2019 Bonds; and (b) water supply contract with the City of Fort Worth, Texas, said income and revenues of said System have not been pledged or hypothecated in any other manner or for any other purpose. 9. that the District is not in default as to any covenant, condition, obligation or requirement contained in the orders authorizing the issuance of the Outstanding Obligations; 10. that each of the funds, including the interest and sinking funds, respectively created for the benefit of the District's Outstanding Obligations contains the amount now required to be deposited therein; 11. that the District lies within the corporate limits of the Town of Trophy Club and the Town of Westlake; 12. that no municipal consents are required for the issuance of the Bonds because the Town of Trophy Club and the Town of Westlake were incorporated after creation of the District; 13. that the District has not limited the taxing powers granted to it by the Constitution and laws of the state of Texas, and no procedure for such action has been taken; 14. that the currently effective ad valorem tax appraisal roll of said District (the "Tax Roll") is the Tax Roll prepared and approved during the tax year 2019, being the most recently approved Tax Roll of said District; that the taxable property in said District has been appraised, assessed, and valued as required and provided by the Texas Constitution and Property Tax Code (collectively, "Texas law"); that the Tax Roll for said year has been submitted to the Board of Directors of the District as required by Texas law, and has been approved and recorded by the Board of Directors; and according to the Tax Roll for said year the net aggregate taxable value of taxable property in said District (after deducting the amount of all applicable exemptions required or authorized under Texas law), upon which the annual ad valorem tax of said District has been or will be imposed and levied, is $ 1,802,131,181. 15. that there is no litigation pending or, to our knowledge, threatened with respect to the District's boundaries; 16. that all meetings of the Board of Directors of the District have been open to the public and notice of the time, place, and subject of each meeting as required by Chapter 551, Government Code, as amended, and Chapter 49, Texas Water Code, as amended; 17. that all data required by law to be filed with the Texas Commission on Environmental Quality has heretofore been filed with the Texas Commission on Environmental Quality; 18. that the net effective interest rate of the transaction is 1.300%; 19. that the interest payment due on the Bonds on September 1, 2020 will be made from the funds in the District's Debt Service Fund. There are sufficient funds in the Debt Service Fund to make such payment; 20. that none of the Refunded Bonds were ever purchased by or held in the Debt Service Fund created for their payment and redemption and none of the Refunded Bonds are now held in or owned by the Debt Service Fund created for the purpose of paying off or redeeming any of said Refunded Bonds; 21. that the District has made all disclosure filings and acknowledgements required by Section 2252.908, Texas Government Code, and the rules of the Texas Ethics Commission related to said provision, with respect to the contracts contained within this transcript of proceedings; and 22. that the District has not entered into and will not enter into a contract with a counterparty that is a company, as defined by Texas Government Code § 2270.001(2), 808.001 (2), 2252.151(1), 2270.0001(2), identified on a list prepared and published by the Comptroller of the State of Texas pursuant to Sections 2270.0201 and 2252.153 of the Government Code. (Remainder of this page intentionally left blank) T'NESS OUR :ANDS the I� day of Treasurer, Boa of Directors ,2020. sident, Board of Directors TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 100 Municipal Drive Trophy Club, Texas 76262 Office of the Attorney General State of Texas Public Finance Division 7th Floor William P. Clements Building 300 West 15th Street Austin, Texas 78701 Re: Trophy Club Municipal Utility District No. 1 $1,220,000 Unlimited Tax Refunding Bonds, Series 2020 Ladies and Gentlemen: The above -referenced bonds are being sent to you for approval, and we enclose one executed but undated Signature Identification and No -Litigation Certificate. Upon approval of the bonds, you are authorized and respectfully requested to insert the date in such certificate, which date is to be the same as your approval date. If any litigation should develop before you have approved the bonds, we will notify you at once by telephone. With this assurance you can rely upon the absence of litigation at the time that you approve the bonds unless we advise you to the contrary. After you have approved the bonds, please deliver them to the Comptroller of Public Accounts of Texas for registration. Very truly yours, President, Board of Directors Enclosure SIGNATURE IDENTIFICATION AND NO -LITIGATION CERTIFICATE We, the undersigned, of TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 (the "Issuer"), hereby certify as follows: (a) This certificate is executed and delivered with reference to $1,220,000 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX REFUNDING BONDS, SERIES 2020 (the "Bonds"), dated as of June I, 2020. (b) Each of us signed the Bonds by causing facsimiles of our manual signatures or our manual signatures to be printed or lithographed on each of the Bonds, and if by facsimile, we hereby adopt said facsimile, as our own, respectively, and declare that said facsimile signatures constitute our signatures the same as if we had manually signed each ofthe Bonds. (c) The Bonds are substantially in the form, and each of them has been duly executed and signed in the manner, prescribed in the Order authorizing the issuance thereof. (d) At the time we so executed and signed the Bonds we were, and at the time of executing this certificate we are, the duly chosen, qualified, and acting officers indicate therein, and authorized to execute and sign the same. (e) No litigation of any nature has been filed or is now pending to restrain or enjoin the issuance or delivery of any of the Bonds, or which would affect the provision made for their payment or security, or in any manner questioning the proceedings or authority concerning the issuance of the Bonds, and that so far as we know and believe no such litigation is threatened. (f) Neither the corporate existence nor the boundaries of the Issuer is being contested; no litigation has been filed or is now pending which would affect the authority of the officers of the Issuer to issue, execute, sign, and deliver any of the Bonds; and no authority or proceedings for the issuance of any of the Bonds have been repealed, revoked, or rescinded. (g) We have caused the official seal of the Issuer to be impressed, or printed, or lithographed on each of the Bonds; and said seal on each of the Bonds has been duly adopted as, and is hereby declared to be, the official seal of the Issuer. EXECUTED and delivered this a )y l 1 .2020. ,\\\�\1l 11III/fii V MUN!C� "//, �GvJ•'•ANT •••c iii •' CO••• �z.•;kQ G2� .:-....- z--..11. ' z(DI ;!`; SiAp — r•� ;`_, .oz_- -.7% .2 •co. ••�O -cs�P •G� /%,/Ty D\ ;P\ \ 'fill/1111110" TITLE OF OFFICE President, Board of Directors Secretary/Treasurer, Board of Directors BEFORE ME, a notary public, on this day personally appeared Gregory Wilson, President of Trophy Club Municipal Utility District No. 1, known to me to be the person whose name is subscribed above and who signed the same in my presence. I hereby certify that the signature of said person is genuine. Given under my hand and seal of office this l P day of VV\ olti FtY LAURIE SLAGHT Notary Public, State of Texas Comm. Expires 01-19-2024 Notary ID 12872053-4 . '411110 [SEA Ji PO ad- Nolrary Public, State oOTexas Printed Name: 1_,/,Lpfic My Commission Expires: 2020. BEFORE ME, a notary public, on this day personally appeared Stephen J. Flynn, Secretary/Treasurer of Trophy Club Municipal Utility District No. 1, known to me to be the person whose name is subscribed above and who signed the same in my presence. I hereby certify that the signature of said person is genuine. rkt Given under my hand and seal of office this b day of LAURIE SLAGHT tary Public, State of Texas omm. Expires 01-19-2024 Notary ID 12872053-4 „LI ,P Notary Public, State of T Printed Name: Lie-u.fie?LZf My Commission Expires: 1 - 1 :44)9.41 2020. OFFICE OF THE ATTORNEY GENERAL PUBLIC FINANCE DIVISION Additional Transcript Requirements Pursuant to Texas Government Code §1202.008 Please submit excel copy of this form to brblgs@brb.state.tx.us The following information is to be included in the transcript submitted to the Office of the Attorney General to obtain Attorney General approval of the issuance of bonds or other obligations. This information has been designated by the Bond Review Board as that to be collected pursuant to Texas Government Code §1202.008. If space is limited, please provide a specific cross-reference to the page in the Final Official Statement. A. Please provide the following information as well as an additional copy of the Final Official Statement. (Provide the requested information on this worksheet. The Bond Review Board does not receive the full transcript): $1,220,000 Trophy Club Municpal Utility District No. 1 Unlimited Tax Refunding Bonds 1. a. Name of Bond Issue: Series, 2020 b. Type of Issuer: Governmental Entity List Component/Related Entity/Other 2. a. Total Par Amount: $1,220,000.00 b. New Money Par: c. Refunding Par: $1,220,000.00 d. Dollar Amount of Bond Premium, if any: 1 N/A e. Cash Premium (Competitive Sales, usually found in the Initial Purchasers Section), if any: N/A I f. Dollar Amount of Bond Original Issue Discount, if any: N/A g. If available, please email the DF2 file to brblgs@brb.state.tx.us. N/A 3. Dated Date: 6/1/2020 4. Date Interest Accrues from: 6/17/2020 5. Closing Date (expected delivery date, on or about): 6/17/2020 16. First Interest Payment Date: 9/1/2020 7. Maturity Dates, Maturity Amounts, Coupon Rates, Prices or Yields (If no reoffering yield (NRO) indicated, please provide yield separately.): Please see Attachment A. 8. Call Provisions, including Premiums, if any: The District reserves the right, at its option, to redeem the Bond prior to its stated maturity, in whole, on September 1, 2029, or any date thereafter at a redemption price equal to the principal amount thereof plus interest accrued thereon to the date of redemption Updated June 2014 9. Mandatory Sinking Fund Redemption Dates: See Attachment B. 10. Debt -Service Schedule (Principal and Interest, and Annual Totals, with the Fiscal Year identified): See Attachment C. 11. Do the bonds have a specific designation as qualified tax-exempt obligations? Yes 12. Derivative Products (Swaps, Interest Rate Management Agreements, etc.) - List any derivatives associated with financing: None. 13. Pledge: tax (ad valorem, sales, other), revenue, combination: Ad Valorem Tax 14. Credit Enhancement (including PSF guarantee): None. Updated June 2014 15. Ratings: Assigned to the issue/Underlying: Moody's S&P Fitch Other Not Rated Assigned to this issue Underlying x B. Additional Information 116. Type of Sale: I Negotiated 1If other please explain 117. Date of Sale: 5/18/2020 18. Net effective interest rate pursuant to Government Code Chapter 1204.005: 1.3 19. Governmental Purchaser - please name purchaser (i.e. Texas Water Development Board): N/A 20. Refunded Obligations - If applicable, include a schedule of obligations refunded by year, principal amount, and coupon. 21. Cash and Present Value Savings/Loss - If a refunding bond issue, please provide final schedule of cash and present value savings or loss. 22. Cash Defeasances - List all issues and maturities that have been cash defeased since the last issue of public securities approved by the Attorney General. See Attachment D. See Attachment E. None. 23. If voter approved - Provide bond election date(s), original amount(s) authorized and current amounts of principal and premium charged against voted authority. N/A 24. Authorized but Unissued - For issues that require the use of voted bond authorization, list all authorized but unissued voted authority available, if any. N/A 25. Upcoming Called Bond Election: Please provide an attached schedule which shows date of election, purpose and amount by proposition. None. 26. CABs and CIBs — If not provided in the OS, please provide the per annum bond interest rates by maturity as shown in the bond order document. If provided in the OS, list the page(s): None. 27. Commercial Paper Authorized - List all commercial paper programs, the amounts authorized and the amounts currently outstanding. None. AA - Updated June 2014 28. Population - Provide the most current available population data: 29. Federal Program - If the debt is being issued under any direct special government program; name the program and the amount of authority being used: 30. If the issuer is an ISD, is any portion of the debt exempt from Texas Education Agency Code 45.0031 (50 -cent Debt test)? None. N/A 8,529 Updated June 2014 31. Costs of Issuance - Provide the information below: (If final costs are materially different, please submit changes directly to the Texas Bond Review Board, 512-463-1741 or fax 512-475-4802) Service Firm One -Time Fee Annual Fees (1) Bond Rating: Moody's Standard & Poor's Fitch Other: Other Costs of Issuance: (2) Financial Advisor Bond Counsel Tax Counsel Issuer Counsel Bank Counsel Disclosure Counsel Paying Agent Trustee Remarketing Fees Liquidity Fees Accountant/CPA Printing Attorney General's Fee Issuer Fees Escrow Agent Escrow Verification Fees Misc. Costs of Issuance: (3) Escrow Bidding Agent Price to Call the Bonds POS/OS preparation Electronic Distribution Contingency Total Costs of Issuance: Credit Facility Bond Insurance Underwriting Spread: Takedown Management Fee Underwriter Counsel SAMCO Capital Markets, Inc. McLean & Howard, LLP McCall, Parkhurst & Horton L.L.P. Naman Howell Smith & Lee, PLLC BONY BONY $33,219.89 $17,500.00 $7,500.00 $1,500.00 1,220.00 $500.00 $300.00 61,739.89 Updated June 2014 Spread Expenses: Total Underwriting Spread: (4) Did Underwriter Pay Rating Fee? Did Underwriter Pay Bond Insurance Fee? Did Underwriter Pay Underwriter Counsel's Fee? Updated June 2014 (1) Refers to any recurring costs of an issuance including fees for paying agent, remarketing agent, credit provider and other similar services (may be expressed as a formula as appropriate). (2) Include all fees and expenses paid or reimbursed by the issuer. (3) Provide all other costs of issuance and identify the service provider and associated fees. (4) Include all marketing and selling costs including structuring (management) fee, takedown, underwriting risk fee and expenses. UW Participants Firm Senior Managing Underwriter jPMorgan Chase Bank, NA Other Underwriters Person Comuleting Form: Name: Anthony S. Corbett Firm: McLean & Howard, LLP Telephone: 512-328-2008 E-mail: tcorbett@mcleanhowardlaw.com The information presented on this form is used by the Texas Bond Review Board for compiling outstanding debt information and related costs of issuance for governmental issuers in Texas. For more information please see http://www.brb.state.tx.us/lgs/lgs.aspx Updated June 2014 Attachment "A" Maturity Dates and Amounts SAMCO Capital Bond Component Bond Component: BOND PRICING Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Maturity Date Amount Rate Yield Price 09/01/2021 15,000 1.300% 1.300% 100.000 09/01/2022 115,000 1.300% 1.300% 100.000 09/01/2023 115,000 1.300% 1.300% 100.000 09/01/2024 120,000 1.300% 1.300% 100.000 09/01/2025 120,000 1.300% 1.300% 100.000 09/01/2026 115,000 1.300% 1.300% 100.000 09/01/2027 120,000 1.300% 1.300% 100.000 09/01/2028 125,000 1.300% 1.300% 100.000 09/01/2029 125,000 1.300% 1.300% 100.000 09/01/2030 125,000 1.300% 1.300% 100.000 09/01/2031 125,000 1.300% 1.300% 100.000 1,220,000 Dated Date 06/01/2020 Delivery Date 06/17/2020 First Coupon 09/01/2020 Par Amount 1,220,000.00 Original Issue Discount Production 1,220,000.00 100.000000% Underwriter's Discount Purchase Price 1,220,000.00 100.000000% Accrued Interest Net Proceeds 1,220,000.00 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 4 Attachment "B" Mandatory Sinking Fund Provisions REDEMPTION DATE PRINCIPAL AMOUNT 09/01/2021 $10.000 09/01/2022 $110.000 09/01/2023 $115.000 09/01/2024 $115.000 09/01/2025 $120.000 09/01/2026 $115.000 09/01/2027 $125.000 09/01/2028 $125.000 09/01/2029 $125.000 09/01/2030 $130.000 09/01/2031 $130.000 Attachment "C" Debt Service Schedule SAMCO Capital BOND DEBT SERVICE Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Dated Date 06/01/2020 Delivery Date 06/17/2020 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 09/01/2020 3,260.11 3,260.11 09/30/2020 3,260.11 03/01/2021 7,930.00 7,930.00 09/01/2021 15,000 1.300% 7,930.00 22,930.00 09/30/2021 30,860.00 03/01/2022 7,832.50 7,832.50 09/01/2022 115,000 1.300% 7,832.50 122,832.50 09/30/2022 130,665.00 03/01/2023 7,085.00 7,085.00 09/01/2023 115,000 1.300% 7,085.00 122,085.00 09/30/2023 129,170.00 03/01/2024 6,337.50 6,337.50 09/01/2024 120,000 1.300% 6,337.50 126,337.50 09/30/2024 132,675.00 03/01/2025 5,557.50 5,557.50 09/01/2025 120,000 1.300% 5,557.50 125,557.50 09/30/2025 131,115.00 03/01/2026 4,777.50 4,777.50 09/01/2026 115,000 1.300% 4,777.50 119,777.50 09/30/2026 124,555.00 03/01/2027 4,030.00 4,030.00 09/01/2027 120,000 1.300% 4,030.00 124,030.00 09/30/2027 128,060.00 03/01/2028 3,250.00 3,250.00 09/01/2028 125,000 1.300% 3,250.00 128,250.00 09/30/2028 131,500.00 03/01/2029 2,437.50 2,437.50 09/01/2029 125,000 1.300% 2,437.50 127,437.50 09/30/2029 129,875.00 03/01/2030 1,625.00 1,625.00 09/01/2030 125,000 1.300% 1,625.00 126,625.00 09/30/2030 128,250.00 03/01/2031 812.50 812.50 09/01/2031 125,000 1.300% 812.50 125,812.50 09/30/2031 126,625.00 1,220,000 106,610.11 1,326,610.11 1,326,610.11 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 5 Attachment "D" Refunded Obligations SAMCO Capital Bond SUMMARY OF BONDS REFUNDED Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Maturity Interest Par Call Call Date Rate Amount Date Price Unlimited Tax Bonds, Series 2010, 2010: SERIAL 09/01/2022 5.000% 100,000.00 09/01/2020 100.000 09/01/2023 5.000% 105,000.00 09/01/2020 100.000 09/01/2024 5.000% 110,000.00 09/01/2020 100.000 09/01/2025 4.000% 115,000.00 09/01/2020 100.000 TERM_27 09/01/2026 4.100% 115,000.00 09/01/2020 100.000 09/01/2027 4.100% 125,000.00 09/01/2020 100.000 TERM_29 09/01/2028 4.200% 130,000.00 09/01/2020 100.000 09/01/2029 4.200% 135,000.00 09/01/2020 100.000 TERM_31 09/01/2030 4.250% 140,000.00 09/01/2020 100.000 09/01/2031 4.250% 145,000.00 09/01/2020 100.000 1,220,000.00 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 1 Attachment "E" Savings SAMCO Capital SUMMARY OF REFUNDING RESULTS Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Dated Date 06/01/2020 Delivery Date 06/17/2020 Arbitrage yield 1.300080% Escrow yield 0.000000% Value of Negative Arbitrage Bond Par Amount 1,220,000.00 True Interest Cost 1.291095% Net Interest Cost 1.300000% All -In TIC 2.122197% Average Coupon 1.300000% Average Life 6.722 Par amount of refunded bonds 1,220,000.00 Average coupon of refunded bonds 4.279960% Average life of refunded bonds 7.046 PV of prior debt to 06/17/2020 @ 1.300080% 1,478,142.97 Net PV Savings 169,686.83 Percentage savings of refunded bonds 13.908757% Percentage savings of refunding bonds 13.908757% May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 7 CERTIFICATE REGARDING SUFFICIENCY OF FUNDS FOR REFUNDED BONDS The undersigned Financial Advisor of Trophy Club Municipal Utility District No. 1 (the "District") hereby certifies as follows for the benefit of the persons interested in the refunding of certain of the District's outstanding bonds entitled: $2,000,000 Trophy Club Municipal Utility District No. 1 Unlimited Tax Bonds, Series 2010 dated April 1, 2020 (the "Series 2010 Bonds") 1. The portion of the Series 2010 Bonds to be refunded through the issuance of the $1,220,000 Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020 are set forth on Exhibit "A" attached hereto (the "Refunded Bonds"). 2. The amount necessary to pay the Series 2010 Bonds on the redemption date is $1,246,716.25. This amount has been deposited with The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, the escrow agent. 3. This amount has been confirmed with The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, the paying agent/registrar for the Series 2010 Bonds. [The remainder of this page intentionally left blank.] WITNESS MY HAND this kiti'day of 4,4d1.42.u)- SAMCO Capital Markets, Inc. 2020. EXHIBIT A SCHEDULE OF REFUNDED BONDS Trophy Club Municipal Utility District No. 1 Unlimited Tax Bonds, Series 2010 a) Consisting September b) Consisting September c) Consisting September Principal Amount $95,000 $100,000 $105,000 $110,000 $115,000 $240,000 (a) $265,000 (b) $285,000 (c) Maturity September 2021 2022 2023 2024 2025 2027 2029 2031 Redemption 1 Date 09/01/2020 09/01/2020 09/01/2020 09/01/2020 09/01/2020 09/01/2020 09/01/2020 09/01/2020 of a term bond in the aggregate principal amount of 1, 2027 and subject to mandatory sinking fund redemption. of a term bond in the aggregate principal amount of 1, 2029 and subject to mandatory sinking fund redemption. of a term bond in the aggregate principal amount of 1, 2031 and subject to mandatory sinking fund redemption. $240,000 maturing $265,000 maturing $285,000 maturing SAMCO Capital SOURCES AND USES OF FUNDS Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Dated Date 06/01/2020 Delivery Date 06/17/2020 Sources: Bond Proceeds: Par Amount Other Sources of Funds: Par -to -Par Cash Contribution l&S Cash Contribution Uses: 1,220,000.00 65,000.00 23,456.14 88,456.14 1,308,456.14 Refunding Escrow Deposits: Cash Deposit 1,246,716.25 Cost of Issuance: Other Cost of Issuance 61,739.89 1,308,456.14 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 3 SAMCO Capital SAVINGS Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Present Value Prior Prior Prior Refunding to 06/17/2020 Date Debt Service Receipts Net Cash Flow Debt Service Savings @ 1.3000798% 09/30/2020 26,716.25 23,456.14 3,260.11 3,260.11 -62.40 09/30/2021 53,432.50 53,432.50 30,860.00 22,572.50 22,342.83 09/30/2022 153,432.50 153,432.50 130,665.00 22,767.50 22,245.28 09/30/2023 153,432.50 153,432.50 129,170.00 24,262.50 23,382.11 09/30/2024 153,182.50 153,182.50 132,675.00 20,507.50 19,513.67 09/30/2025 152,682.50 152,682.50 131,115.00 21,567.50 20,241.32 09/30/2026 148,082.50 148,082.50 124,555.00 23,527.50 21,780.15 09/30/2027 153,367.50 153,367.50 128,060.00 25,307.50 23,111.51 09/30/2028 153,242.50 153,242.50 131,500.00 21,742.50 19,598.15 09/30/2029 152,782.50 152,782.50 129,875.00 22,907.50 20,368.75 09/30/2030 152,112.50 152,112.50 128,250.00 23,862.50 20,931.68 09/30/2031 151,162.50 151,162.50 126,625.00 24,537.50 21,233.79 1,603,628.75 23,456.14 PV of savings from cash flow Less: Prior funds on hand Net PV Savings 1,580,172.61 1,326,610.11 253,562.50 234,686.83 Savings Summary 234,686.83 -65,000.00 169,686.83 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 6 SAMCO Capital BOND DEBT SERVICE Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Dated Date 06/01/2020 Delivery Date 06/17/2020 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 09/01/2020 3,260.11 3,260.11 09/30/2020 3,260.11 03/01/2021 7,930.00 7,930.00 09/01/2021 15,000 1.300% 7,930.00 22,930.00 09/30/2021 30,860.00 03/01/2022 7,832.50 7,832.50 09/01/2022 115,000 1.300% 7,832.50 122,832.50 09/30/2022 130,665.00 03/01/2023 7,085.00 7,085.00 09/01/2023 115,000 1.300% 7,085.00 122,085.00 09/30/2023 129,170.00 03/01/2024 6,337.50 6,337.50 09/01/2024 120,000 1.300% 6,337.50 126,337.50 09/30/2024 132,675.00 03/01/2025 5,557.50 5,557.50 09/01/2025 120,000 1.300% 5,557.50 125,557.50 09/30/2025 131,115.00 03/01/2026 4,777.50 4,777.50 09/01/2026 115,000 1.300% 4,777.50 119,777.50 09/30/2026 124,555.00 03/01/2027 4,030.00 4,030.00 09/01/2027 120,000 1.300% 4,030.00 124,030.00 09/30/2027 128,060.00 03/01/2028 3,250.00 3,250.00 09/01/2028 125,000 1.300% 3,250.00 128,250.00 09/30/2028 131,500.00 03/01/2029 2,437.50 2,437.50 09/01/2029 125,000 1.300% 2,437.50 127,437.50 09/30/2029 129,875.00 03/01/2030 1,625.00 1,625.00 09/01/2030 125,000 1.300% 1,625.00 126,625.00 09/30/2030 128,250.00 03/01/2031 812.50 812.50 09/01/2031 125,000 1.300% 812.50 125,812.50 09/30/2031 126,625.00 1,220,000 106,610.11 1,326,610.11 1,326,610.11 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 5 REDEMPTION NOTICE INSTRUCTIONS May 18, 2019 The Bank of New York Mellon Trust Company, N.A. Attention: Rosalyn. Davis 2001 Bryan Street, 1 lth Floor Dallas, Texas 75201 Re: $2,000,000 Trophy Club Municipal Utility District No. 1 Unlimited Tax Bonds, Series 2010 (the "Series 2010 Bonds"). Ladies and Gentlemen: As the Paying Agent/Registrar for the Series 2010 Bonds, you are hereby notified that the Series 2010 Bonds are being redeemed on September 1, 2020, and you are hereby instructed at least 30 days prior to the redemption date to send the attached notice of redemption for the Series 2010 Bonds by United States mail, first-class postage prepaid to each registered owner of the Series 2010 Bonds to be redeemed at the address of the Holder appearing on the Security Register at the close of the business on the business day next preceding the date of mailing such notice. TROP DIST CLUB MUNICIPAL UTILITY T O. 1 President, Board of Directors Acknowledged and agreed to this M �� � , 2020. The Bank of New York Mellon Trust Company, N.A., Dallas, Texas P� k Signature (1?-, kit,44" Name Title Digitally signed by Elizabeth H. Bernard -Polk Date: 2020.05.22 11:39:26 -05'00' (frcjc:— V70 A L SSO 60,1-1- %(-4)` I Ci/o/ "—c- PAYING AGENT/ REGISTRAR ACKNOWLEDGMENT TO REDEMPTION NOTICE INSTRUCTIONS SERIES 2010 BONDS Notice of Redemption To the Holders of THE FOLLOWING NAMED SERIES OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX BONDS, SERIES 2010 Dated June 15, 2012 NOTICE IS HEREBY GIVEN that TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 has called for redemption on September 1, 2020 AT A PRICE OF PAR, PLUS ACCRUED INTEREST the following described outstanding bonds (the "Bonds") of the above described series as follows: SCHEDULE OF REFUNDED BONDS Trophy Club Municipal Utility District No. 1 Unlimited Tax Bonds, Series 2010 Principal Maturity CUSIP Amount August 15 Numbers $95,000 2021 897059ED9 $100,000 2022 897059EE7 $105,000 2023 897059EF4 $110,000 2024 897059EG2 $115,000 2025 897059EH0 $240,000 (a) 2027 897059EK3 $265,000 (b) 2029 897059EM9 $285,000 (c) 2031 897059EP2 a) Consisting of a term bond in the aggregate principal amount of $240,000 maturing September 1, 2027 and subject to mandatory sinking fund redemption. b) Consisting of a term bond in the aggregate principal amount of $265,000 maturing September 1, 2029 and subject to mandatory sinking fund redemption. c) Consisting of a term bond in the aggregate principal amount of $285,000 maturing September 1, 2031 and subject to mandatory sinking fund redemption. Redemption Date: September 1, 2020 NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, the Paying Agent for the Bonds, with funds sufficient to pay the redemption price of the Bonds equal to the principal amount of the Bonds and the interest thereon to the redemption date. In the event the Bonds, or any of them, are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. If due provision for the payment of the redemption price is made, the Bonds automatically shall be deemed to have been redeemed prior to their scheduled maturity, and they shall not bear interest after the redemption date, and they shall not be regarded as being outstanding except for the right of the owner thereof to receive the redemption price from the Paying Agent. THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the Bonds and in accordance with the recitals and provisions of each of the Bonds. NOTICE IS FURTHER GIVEN THAT the Bonds will be payable at and should be submitted either in person or by certified or registered mail to the following address: First Class/Registered/ Certified The Bank of New York Global Corporate Trust P.O. Box 2320 Dallas, Texas 75221-2320 Express Delivery Only By Hand Only The Bank of New York The Bank of New York Global Corporate Trust Global Corporate Trust 2001 Bryan Street, 9th Floor 101 Barclay Street, 1st Floor East Dallas, Texas 75201 New York, NY 10286 IMPORTANT NOTICE: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2001 and broker reporting requirements, the redeeming institution is required to withhold 30.50% of the principal amount of your holdings redeemed unless it is provided with a W-9 Form certifying your social security number or federal employer tax identification number. EXECUTED UNDER MY HAND and seal of office this , 2020. /s/ Greg Wilson President, Trophy Club Municipal Utility District No. 1 Any questions regarding this notice may be addressed to 214-468-6411. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As Paying Agent CERTIFICATE FOR ORDER THE STATE OF TEXAS COUNTIES OF DENTON AND TARRANT TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 We, the undersigned officers of the Board of Directors of said District, hereby certify as follows: 1. The Board of Directors of said District convened in REGULAR MEETING ON THE 16TH DAY OF MARCH, 2010, at the regular designated meeting place, and the roll was called of the duly constituted officers and members of said Board, to -wit: Jim Budarf, Joint President Dean Henry, Joint President Gary Cantrell, Joint Vice President Kevin Carr, Joint Vice President Jim Hase, Joint Secretary James C. Thomas, Joint Secretary Joseph Boclair, Director Robert Fair, Director Steven Kohs, Director Neil Twomey, Director and all of said persons were present, except the following absentees: Steven Kohs , thus constituting a quorum. Whereupon, among other business the following was transacted at said Meeting: a written ORDER AUTHORIZING THE ISSUANCE OF 52,000,000 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX BONDS, SERIES 2010; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT; AWARDING THE SALE OF THE BONDS; MAKING CERTAIN CONTINUING DISCLOSURE UNDERTAKINGS UNDER RULE 15c2-12; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS was duly introduced for the consideration of said Board and read in full. It was then duly moved and seconded that said Order be passed; and, after due discussion, said motion, carrying with it the passage of said Order, prevailed and carried by the following vote: AYES: All members of said Board shown present above voted "Aye". NOES: None. 2. That a true, full, and correct copy of the aforesaid Order passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Order has been duly recorded in said Board's minutes of said Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from said Board's minutes of said Meeting pertaining to the passage of said Order; that the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said Board as indicated therein; that each ofthe officers and members of said Board was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose ofthe aforesaid Meeting, and that said Order would be intro- duced and considered for passage at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose; and that said Meeting was open to the public, and public notice of the time, place, and purpose of said Meeting was given all as required by Chapter 551, Texas Government Code. SIGNED AND SEALED the 16th day of March, 2010. ant Secretary, Board of Directors Joint Pjit, Board of Directors ojnt Secretary, Board of Directors Joint President, Boar of Directors (SEAL) ORDER AUTHORIZING THE ISSUANCE OF $2,000,000 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO.1 UNLIMITED TAX BONDS, SERIES 2010; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT; AWARDING THE SALE OF THE BONDS; MAKING CERTAIN CONTINUING DISCLOSURE UNDERTAKINGS UNDER RULE 15c2-12; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS THE STATE OF TEXAS COUNTIES OF DENTON AND TARRANT TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 WHEREAS, Trophy Club Municipal Utility District No. 1 (the "District") is a conservation and reclamation district, a body corporate and politic and governmental agency of the State of Texas, created as a municipal utility district pursuant to Article 16, Section 59, of the Texas Constitution by Order of the Texas Commission on Environmental Quality, the successor in interest to the Texas Water Commission (collectively, the "Commission"), and the District operates pursuant to Chapters 49 and 54 of the Texas Water Code, as amended (the "Act"); WHEREAS, the District is the successor by merger and consolidation of Trophy Club Municipal Utility District No. 1 ("Prior MUD 1") and Trophy Club Municipal Utility DistrictNo. 2 ("Prior MUD 2" and with Prior MUD 1, the "Prior MUDs") pursuant to a consolidation election held in the District on May 9, 2009 (the "Consolidation Election") by which the District consolidated the Prior MUDs into the District and assumed all outstanding and voted but unissued bonds and taxes of the Prior MUDs; and WHEREAS, the District is authorized by the Act to purchase, construct, acquire, own, operate, maintain, repair, improve, or extend inside or outside its boundaries any and all works, improvements, facilities, plants, equipment and appliances necessary to accomplish the purposes of its creation, all in accordance with the Act; and WHEREAS, the voters within Prior MUD 1, at an election held on November 8, 1983, voted the implementation of a plan for operation of a Fire Department pursuant to Section 50.005 of the Water Code, which is now Subchapter L, Chapter 49 of the Water Code, which plan was approved by the Texas Water Commission by Order dated August 22, 1983; and WHEREAS, an election was held for and within Prior MUD 1 on May 10, 2008, (the "Bond Election") to submit to the duly qualified resident electors of the District the propositions of authorizing the District's issuance of bonds, in one or more series, in the aggregate principal amount of $2,000,000, with the bonds of each such series, respectively, to mature within not more than 40 years, be sold at such prices, and bear interest at such rates, as shall be determined within the discretion of the Board of Directors, in accordance with law for the purpose of providing funds for constructing and equipping an addition to a building and facilities for a fire station for fire fighting purposes, and to provide for the payment of principal of and interest on such bonds by the levy and collection of a sufficient ad valorem tax upon all taxable property within said District, without limit as to rate or amount; and WHEREAS, the elections described above were called and held under and in strict conformity with the Constitution and laws of the State of Texas and of the United States of America, and the Boards of Directors of the Prior MUDs have heretofore officially declared the results of said elections and declared that the Prior MUDs were legally authorized to issue the bonds as described above; and WHEREAS, heretofore no bonds have been issued pursuant to the authority of the Bond Election and Consolidation Election; and WHEREAS, this issuance of Bonds will be $2,000,000 in principal amount from the Bond Election, leaving no unissued bonds from the Bond Election after the delivery of these Bonds; and WHEREAS, the Commission has approved the issuance of $2,000,000 of bonds pursuant to an order dated January 19, 2010 (the "Commission Order") upon the terms and conditions stated in the Commission Order; and WHEREAS, the Board of the District deems it necessary and advisable at this time to issue $2,000,000 of bonds pursuant to the Act and the Bond Election. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 THAT: Section 1. DEFINITIONS AND INTERPRETATIONS. (a) When used in this Order, except in Section 6, and in any resolution or order amendatory or supplemental hereto, the terms listed below shall have the meanings specified below, unless it is otherwise expressly provided or unless the context otherwise requires: "Authorized Investments" shall mean authorized investments as set forth in the Public Funds Investment Act, Chapter 2256, Texas Government Code and the District's Investment Policy. "Board" or "Board of Directors" shall mean the governing body of the District. "Bondholders" or "Registered Owner" shall mean the registered owners of any Bonds. Any reference to a particular percentage or portion of the Bondholders shall mean the registered owners at the particular time of the specified percentage or portion in aggregate principal amount of all Bonds then outstanding exclusive of Bonds held by the District. "Bonds" means the Bonds initially issued and delivered pursuant to this Bond Order and all substitute Bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. "Bond Order" or "Order" means this Bond Order of the Board of Directors authorizing the issuance of the Bonds. "Commission" means the Texas Commission on Environmental Quality or its successor. "Commission Order" means the means the order of the Commission signed January 19, 2010 approving the issuance of the Bonds upon the terms and conditions as outlined in such order. "Construction Fund" shall mean the District's construction fund which is created and established in Section 8 of this Order. 2 "District" shall mean Trophy Club Municipal Utility District No. 1 and any other public agency succeeding to the powers, rights, privileges, and functions of the District, and shall mean, when appropriate, the Board of Directors of the District. "DTC" means The Depository Trust Company of New York. "Fiscal Year" shall mean the twelve-month accounting period for the District, as may be changed from time to time by the Board of Directors. "Initial Bonds" shall mean the Bond authorized, issued, and initially delivered and registered by the Comptroller of Public Accounts of the State of Texas as described herein. "Interest Payment Date" means a date on which interest on the Bonds is due and payable. Interest on the Bonds is due and payable on March 1, 2011, and semi-annually on each September 1 and March 1 thereafter until the earlier of maturity or redemption. "Interest and Sinking Fund" shall mean the interest and sinking fund created and established in Section 7 of this Order. "Paying Agent/Registrar" shall mean The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, and such other bank or trust company as may hereafter be appointed in substitution therefor or in addition thereto to perform the duties of Paying Agent/Registrar in accordance with this Order. "Record Date" shall mean, with respect to each interest payment date, the fifteenth calendar day of the month immediately preceding each Interest Payment Date, whether or not such date is a business day. (b) The titles and headings of the articles and sections of this Order 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. This Order and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien on and pledge of the taxes and revenues pledged to the payment of the Bonds. Section 2. RECITALS, DESIGNATION, AMOUNT, AND PURPOSE OF THE BONDS. The recitals set forth in the preamble hereof are incorporated by reference herein and shall have the same force and effect as if set forth in this Section. Each Bond issued pursuant to this Order shall be designated and to be known as TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX BOND, SERIES 2010 and are hereby authorized to be issued in the aggregate principal amount of $2,000,000 for the purpose or purposes as set forth in the Bond Election including (i) constructing and equipping an addition to a building and facilities for a fire station for fire fighting purposes (the "Project"); and (ii) paying the costs of issuance in connection with the Bonds. Section 3. DATE, DENOMINATION, NUMBERS, AND MATURITIES OF THE BONDS. The Bonds initially authorized hereby shall be issued and delivered in the form of fully registered Bonds, without coupons, shall be numbered consecutively from R-1 upward (except the initial Bonds delivered to the Attorney General of the State of Texas which shall be numbered T-1 upward), shall each be in the denomination of $5,000 or any integral multiple thereof, shall be dated April 1, 2010 and shall mature serially on September 1 in each of the years, and in the principal amounts, respectively, and shall bear interest at the rates, as set forth in the following schedule (unless they shall become due or shall be redeemed prior to their scheduled maturities as provided in this Order): 3 Year of Principal Interest Year of Principal Interest Maturity Amount Rate Maturity Amount Rate 2012 $65,000 3.50% 2022 $100,000 5.00% 2013 65,000 3.50 2023 105,000 5.00 2014 70,000 3.50 2024 - 110,000 5.00 2015 70,000 3.50 2025 115,000 4.00 2016 75,000 3.50 *** 2017 80,000 3.50 2027 240,000 4.10 2018 85,000 3.50 *** 2019 85,000 3.50 2029 265,000 4.20 2020 90,000 3.50 *** 2021 95,000 3.50 2031 285,000 4.25 The interest shall be payable on the dates and in the manner provided in the FORM OF BOND set forth in Section 6 of this Order. Section 5. GENERAL CHARACTERISTICS; REGISTRATION; EXCHANGE; AUTHENTICATION, TRANSFER; OWNERSHIP. (a) In General. The Bonds shall be issued, shall be payable, may or shall be redeemed prior to their scheduled maturities, shall be registered, shall have the characteristics, and shall be signed and executed (and the Bonds shall be sealed), all as provided, and in the mariner indicated, in the FORM OF BOND set forth in Section 6 of this Order. (b) Registration Books. The District shall keep or cause to be kept at the designated office for payment of the Paying Agent/Registrar books for the registration and transfer of Bonds (the "Bond Registration Books"), and the District hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books and make such registrations and transfers under such reasonable regulations as the District or the transfer agent may prescribe; and the Paying Agent/Registrar will register or transfer, as herein provided, any Bonds upon presentation thereof at such office. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in this Order. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. (c) Authentication. On the closing date, one initial Bond numbered T-1 representing the entire principal amount of the Bonds, payable in installments (the "Initial Bond"), shall be registered in the name of the Initial Purchaser or his designee as set forth in Section 14 of this Order and shall be executed and submitted to the Attorney General of Texas for approval, and thereafter registered by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent, by manual signature. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to the Initial Purchaser or to the Depository Trust Company on behalf of such Initial Purchaser, as applicable, one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all of the Bonds for such maturity. To the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive Bonds in safekeeping for DTC. In addition, the Paying Agent/Registrar shall 4 authenticate Bonds upon their exchange or transfer as provided herein. No Bond shall be entitled to any benefit under this Order or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of authentication substantially in the form provided for herein executed by the Comptroller of Public Accounts of the State of Texas or the Paying Agent/Registrar, and such certificate upon any Bonds shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any Bond, other than the Initial Bonds, date and manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. (d) Transfer and Exchange. Bonds may be transferred on the aforesaid registration books by the Registered Owner in person or by his duly authorized attorney, by proper written instrument of transfer in form and with guaranty of signatures satisfactory to the Paying Agent/Registrar. Bonds may, upon surrender thereof at the aforesaid office of the Paying Agent/Registrar, be exchanged for a like aggregate principal amount of Bonds of like form, of the same series and maturity, in any authorized denomination or denominations, bearing interest from the later of the date thereof or the last interest payment date to which interest has been paid on the Bonds so surrendered. Such transfers of registration or exchanges shall be without charge to the Registered Owner of such Bonds, but any taxes or other governmental charges required to be paid with respect to the same shall be paid by the Registered Owner requesting such registration, transfer, discharge from registration or exchange as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional orders or resolutions need be passed or adopted by the governing body of the District or any other body or person so as to accomplish the foregoing conversion and Agent/Registrar shall provide for the printing, execution and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1201, Government Code, and particularly Subchapter D thereof, the duty of conversion and exchange of Bonds aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable and enforceable in the same mariner and with the same effect as the Bond which initially was issued and delivered pursuant to this Order, approved by the Attorney General, and registered by the Comptroller of Public Accounts. Each Bond delivered pursuant to any provision of this Order in exchange or substitution for, or upon the transfer of, the whole or any part of one or more other Bonds, shall carry all of the rights to interest accrued and unpaid and to accrue which were carried by the whole or such part, as the case may be, of such one or more other Bonds, and notwithstanding anything contained in this Order, such Bonds shall be so dated and bear such notation that neither gain nor loss in interest shall result from any such exchange, substitution or transfer. Every exchange or transfer of Bonds under the foregoing provisions shall be effected in such manner as may be prescribed by the Paying Agent/Registrar. The Paying Agent/Registrar shall not be required to make exchanges or transfers of any Bond during the period commencing on any Record Date and ending on the next succeeding interest payment date, or within fifteen (15) days prior to the first publication or mailing of notice of redemption of such Bond or within thirty (30) days prior to the date of such redemption, anything in such Bond to the contrary notwithstanding. (e) Ownership. The Registered Owner in whose name any Bonds shall be registered on the Bond Registration Books of the District kept by the Paying Agent/Registrar may be deemed and treated as the absolute owner thereof for all purposes of this Order, whether or not such Bond shall be overdue, and the District, and any Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such Bond shall be made only to such Registered Owner thereof, but such registration may be changed as provided herein. All such payments shall 5 be valid and effectual to satisfy and discharge the liability upon such Bonds to the extent of the sum or sums so paid. (f) Prepayment or Partial Redemption. Upon the prepayment or partial redemption of any Bond, the Paying Agent/Registrar, shall, upon surrender of the Bond at the aforesaid office of the Paying Agent/Registrar, exchange such Bond for a new Bond or Bonds for the unredeemed principal amount of such Bond in the manner set forth in subparagraph (d) above. (g) Definitive Bonds. The Bonds issued in exchange for the Initial Bond issued to the Initial Purchaser specified herein 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 may, if so designated by the Pricing Officer, be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), pursuant to the Book -Entry Only System hereinafter described and subject to the provisions set forth in subsections (h), (i) and (j) of this Section, and except as provided in subsection (i) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. (h) Book -Entry -Only System. The Bonds issued in exchange for the Bonds initially issued as provided in Section 5(c) shall be issued in the form of a separate single fully registered Bond for each of the maturities thereof registered in the name of Cede & Co. as nominee of DTC and except as provided in subsection (h) hereof, all of the Outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the District and the Paying Agent/Registrar shall have no responsibility or obligation to any securities 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 (the "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the District 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 a Registered Owner, as shown on the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, as shown on the Registration Books of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Order to the contrary, but to the extent permitted by law, the District and the Paying Agent/Registrar shall be entitled to treat and consider the Registered Owner in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest, with respect to such Bond, for the purposes of registering transfers with respect to such Bonds, and for all other purposes of registering transfers with respect to such Bonds, 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 Registered Owners, as shown in the Registration Books as provided in the Order, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the Order. 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 Order with respect to interest checks being mailed to the registered owner at the close of business on the Record Date the word "Cede & Co." in this Order shall refer to such new nominee of DTC. 6 (i) Successor Securities Depository: Transfer Outside Book -Entry -Only System. In the event that the District determines to discontinue the book -entry system through DTC or a successor or DTC determines to discontinue providing its services with respect to the Bonds, the District shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books 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 Registered Owner transferring or exchanging Bonds shall designate, in accordance with the provisions of this Order. (j) Payments to Cede & Co. Notwithstanding any other provision of this Order to the contrary, so long as any Bond is 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 Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the representation letter of the District to DTC. (k) Initial Bond(s). Immediately after the delivery of the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond delivered hereunder and exchange therefor Bonds in the form of a separate single fully registered Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of DTC and except as provided in Section 5(h), all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. Section 6. FORM OF BOND; COMPTROLLER'S REGISTRATION CERTIFICATE; PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE. The form of the Bonds, the form of Paying Agent/Registrar's Certificate of Authentication, the form of Registration for the Comptroller of Public Accounts of the State of Texas to be printed on each Bond delivered to the Initial Purchaser thereof, and the Form of Assignment shall be, respectively, substantially as follows, with necessary and appropriate variations, omissions, and insertions as permitted or required by this Order: (a) Form of Bond. NO. S UNITED STATES OF AMERICA STATE OF TEXAS TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX BOND, SERIES 2010 Interest Rate Maturity Date REGISTERED OWNER: PRINCIPAL AMOUNT: Dated Date CusiD Number April 1, 2010 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 (the "District"), promises to pay to the Registered Owner identified above, or registered assigns, on the date specified above, upon presentation 7 and surrender of this Bond at the office for payment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the "Paying Agent/Registrar") in Dallas, Texas, the principal amount identified above, in lawful money of the United States of America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360 -day year of twelve 30 -day months, from the later of April 1, 2010, or the most recent interest payment date to which interest has been paid or duly provided for. Interest on this bond is payable by check, or in such other manner as may be acceptable to the Registered Owner and the Paying Agent/Registrar at the risk and expense of the Registered Owner, on March 1, 2011, and each September 1 and March 1 thereafter while this Bond is outstanding, mailed to the Registered Owner of record as shown on the books of registration kept by the Paying Agent/Registrar (the "Bond Registration Books"), as of the date which is the fifteenth calendar day of the month immediately preceding an interest payment date (the "Record Date"). Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the District and the securities depository. IN THE EVENT of a non-payment of interest on a scheduled payment date, and for 30 calendar 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 District. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 calendar days after the Special Record Date) shall be sent at least 5 business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner as it appears on the Register at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for payment at the designated office for payment of the Paying Agent/Registrar. The District covenants with the Registered Owner of this Bond that on or before each principal payment date, interest payment date, and any redemption date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" the creation of which is affirmed by the Order, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for any payment due on this Bond shall be a Saturday, Sunday, or a day on which the Paying Agent/Registrar is authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, or day on which the Paying Agent/Registrar is authorized by law or executive order to remain closed; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is a one of a series of Bonds authorized and issued in the aggregate principal amount of $2,000,000 pursuant to an Order adopted by the Board of Directors of the District for the purpose of (i) constructing and equipping an addition to a building and facilities for a fire station for fire fighting purposes; and (ii) paying the costs of issuance in connection with the Bonds, all as provided by the Order. THE BONDS maturing on September 1, 2021, and thereafter, shall be subject to redemption prior to maturity at the option of the District, in whole or from time to time in part, in integral multiples of $5,000, on September 1, 2020, or on any date thereafter, at the par value thereof, plus accrued interest thereon to the date set for redemption. If less than all the Bonds are redeemed at any time, the Bonds or portions thereof to be redeemed shall be selected by the Paying Agent/Registrar at the direction of the District. THE BONDS of this Series scheduled to mature on September 1 in each of the years 2027, 2029 and 2031 are subject to mandatory redemption prior to their scheduled maturities, and shall be redeemed by the 8 Issuer, in part, prior to their scheduled maturities, with money from the Interest and Sinking Fund, with the particular Bonds or portion thereof to be redeemed to be selected by the Paying Agent/Registrar, by lot or other customary method (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000), at a redemption price equal to the par or principal amount thereof and accrued interest to the date of redemption, on the dates, and in the principal amounts, respectively, as shown in the following schedule: Term Bond Maturity: September 1, 2027 Term Bond Maturity: September 1, 2029 Principal Principal Mandatory Redemption Date Amount Mandatory Redemption Date Amount September 1, 2026 $115,000 September 1, 2028 $130,000 September 1, 2027 (maturity) $125,000 September 1, 2029 (maturity) $135,000 Term Bond Maturity: September 1, 2031 Principal Mandatory Redemption Date Amount September 1, 2030 $140,000 September 1, 2031 (maturity) $145,000 The principal amount of the Bonds required to be redeemed on each such redemption date pursuant to the foregoing operation of the mandatory redemption shall be reduced, at the option of the Issuer, by the principal amount of any Bonds, which at least 45 days prior to the mandatory sinking fund redemption date, (1) shall have been defeased or acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation, or (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such Bonds plus accrued interest to the date of purchase, (3) have been redeemed pursuant to the optional redemption provisions set forth above and not theretofore credited against a mandatory sinking fund redemption. DURING ANY PERIOD in which ownership of the bonds is determined only by a book entry at a securities depository for the bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the District and the securities depository. AT LEAST 30 DAYS prior to the date fixed for any redemption of Bonds or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, to the Registered Owner of each Bond to be redeemed at its address as it appears in the Registration Books on the close of business on the day preceding such mailing; provided, however, that the failure to send, mail or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond. By the date fixed for any such redemption due, if provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions for such payment is made, all as provided above, the Bonds or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds 9 provided for such payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any authorized denomination or denominations, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the District, all as provided in the Bond Order. IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date, and such notice shall be of no effect unless such moneys are so deposited on or prior to the redemption date. If such redemption is not effectuated, the Paying Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of redemption was given that such moneys were not so received and shall rescind the redemption. THE BONDS are issuable in the form of fully registered Bonds without coupons in the denominations of $5,000 or any integral multiple of $5,000 for any one maturity. The Registered Owner of any Bond may surrender the same in exchange for an equal aggregate principal amount of Bonds of the same maturity and of any other authorized denominations. Such exchanges shall be without expense to the Registered Owner hereof, but any taxes, fees, or other governmental charges required to be paid with respect to the same shall be paid by the Registered Owner requesting such exchange as a condition precedent to the exercise of such privilege. THE TRANSFER of this Bond shall be noted, as provided in the Order, upon the Bond Re gistration Books kept for that purpose at the above mentioned office of the Paying Agent/Registrar by the Registered Owner hereof in person, or by his attorney duly authorized in writing, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Paying Agent/Registrar duly executed by the Registered Owner or his attorney duly authorized in writing, and thereupon a new fully registered Bond or Bonds of the same series and maturity and the same aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Bond Order. Such transfers shall be without expense to the Registered Owner hereof, but any taxes, fees, or other governmental charges required to be paid with respect to the same shall be paid by the Registered Owner requesting such transfer as a condition precedent to the exercise of such privilege. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. EVERY EXCHANGE ORTRANSFER of Bonds under the foregoing provisions shall be effected in such manner as may be prescribed by the Paying Agent/Registrar. The Paying Agent/Registrar shall not be required to make exchanges or transfers of any Bond during the period between any Record date and the succeeding interest payment date or within forty-five (45) days prior the date fixed for the redemption of such Bond, anything in this Bond to the contrary notwithstanding. THE DISTRICT and the Paying Agent/Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal hereof, the premium, if any, due hereon, and the interest due hereon and for all other purposes; and neither the District nor the Paying Agent/Registrar shall be affected by any notice to the contrary. 10 THIS BOND, and the other Bonds of the series of which it is a part, are payable (until all the territory within the District is annexed, all properties and assets of the District are taken over, and all debts, liabilities and obligations of the District, including this Bond, are assumed by one or more cities and the District is abolished pursuant to existing Texas law) from the proceeds of an ad valorem tax levied without legal limitation as to rate or amount upon all taxable property within the District (as such terms are defined in the Order). The District covenants to levy a continuing direct annual ad valorem tax, without legal limit as to rate or amount, on all taxable property within the District, for each year while any part of the Bonds are considered outstanding under the provisions of the Bond Order, in sufficient amount, together with revenues and receipts available from other sources which are equally available for such purposes, to pay interest on the Bonds as it becomes due, to provide a sinking fund for the payment of the principal of the Bonds when due or the redemption price at any earlier required redemption date with respect to the Bonds, and to pay the expenses of assessing and collecting such tax, all as more specifically provided in the Bond Order. Reference is hereby made to the Order for a complete description of the terms, covenants, and provisions pursuant to which this Bond and the series of Bonds of which it is a part are secured and made payable, the respective rights thereunder of the Registered Owners of Bonds and of the District and the Paying Agent/Registrar; and the terms upon which the Bonds are, and are to be, registered and delivered. By acceptance of this Bond, the Registered Owner hereof expressly assents to all of the provisions of the Bond Order. NO OTHER ENTITY, including the State of Texas, any political subdivision thereof other than the District, or any other public or private body, is obligated, directly, indirectly, contingently, or in any other manner, to pay the principal of or the interest on this Bond from any source whatsoever. No part of the physical properties of the District, including the properties provided by the proceeds of the Bonds of the series of which this Bond is a part, is encumbered by any lien for the benefit of the Registered Owner of this Bond. IT IS HEREBY CERTIFIED, RECITED, AND REPRESENTED that the issuance of this Bond and the series of Bonds of which it is a part is duly authorized by law; that all acts, conditions, and things required to exist and to be done precedent to and in the issuance of this Bond and said series of Bonds to render the same lawful and valid have been properly done and performed and have happened in regular and due time, form and manner, as required by law; that due provision has been made for the payment of the interest on and the principal of this Bond and the series of Bonds of which it is a part by the levy of a direct annual ad valorem tax upon all taxable property within the District sufficient for said purposes; and that the issuance of this Bond and said series of Bonds does not exceed any Constitutional or statutory limitation. THIS BOND shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Order until (a) the certificate of authentication hereon shall have been signed by the Paying Agent/Registrar or (b) this Bond shall have been registered by the Comptroller of Public Accounts of the State of Texas. 11 IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of the joint Presidents or Vice Presidents of the Board of Directors of the District and countersigned with the manual or facsimile signature of the joint Secretaries or the joint Assistant Secretaries of the Board, and the official seal of the District has been duly impressed, or placed in facsimile, on this Bond. Joint Secretary, Board of Directors Joint Secretary, Board of Directors Joint President, Board of Directors Joint President, Board of Directors (DISTRICT SEAL) (b) Form of Paving Agent/registrar's Authentication Certificate. PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Bond Order described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., DALLAS, TEXAS (c) Form of Assignment: By Authorized Representative ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized representative or attorney thereof, hereby assigns this Bond to 12 (Assignee's Social Security or Tax (Print or type Assignee's Name and Payer Identification Number) Address Including Zip Code) and hereby irrevocably constitutes and appoints attorney, to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with full power of substitution in the premises. Dated NOTICE: This signature must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company. NOTICE: This signature must correspond with the name of the Registered Owner appearing on the face of this Bond. (c) Form of Reeistration Certificate of the Comptroller of Public Accounts. COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas [COMPTROLLER'S SEAL] (d) Initial Bond Insertions. The initial Bond shall be in the form set forth is paragraph (a) of this Section, except that: (i) 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 "CUSIP No. " shall be deleted. (ii) the first paragraph shall be deleted and the following will be inserted: "TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO.1 (the "Issuer") hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on September 1 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: 13 Years Principal Amount Interest Rates (Information from Section 3 to be inserted) The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360 - day year of twelve 30 -day months) from April 1, 2010 at the respective Interest Rate per annum specified above. Interest is payable on March 1, 2011, and semiannually on each September 1 and March 1 thereafter to the date of payment of the principal installment specified above, or the date of redemption prior to maturity; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." (iii) The Initial Bond shall be numbered "T-1." Section 7. SECURITY OF THE BONDS; CONSOLIDATION OF DISTRICT. (a) Security of Bonds. The Bonds are secured by and payable from a first lien on and pledge of ad valorem taxes, as specified below. (b) Levy of Tax. On or before September 1 in each year or as soon after that time as practicable, the Board shall consider the taxable property in the District and determine the actual rate of the bond tax and/or the maintenance tax per $100 valuation of taxable property which is to be levied in that year, and levy the bond tax and/or the maintenance tax against all taxable property in the District. (i) Annual Budget. Prior to determining the bond tax and/or maintenance tax to be levied for any calendar year, the Board shall adopt an annual budget for the District setting forth the estimated expenditures and disbursements of the District's receipts, revenues and funds, the estimated receipts, revenues and funds and the sources thereof, and the District's debt service for the succeeding Fiscal Year. The budget shall be developed in accordance with generally accepted accounting procedures, and shall contain such budgetary items and provisions as may be reasonably necessary to reflect adequately the operations and activities of the District for the annual period covered by the budget. The Board shall not determine the bond tax and/or maintenance tax to be levied for any calendar year until the Board has approved an annual budget for the expenditure and disbursement of the receipts, revenues and funds of the District. (ii) Establishment of Interest and Sinking Fund. Levy of Bond Tax. A special fund or account, to be designated the Trophy Club Municipal Utility District No. 1 Unlimited Tax Bonds, Series 2010 Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created and shall be established and maintained by the District at its official depository bank. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the District, and shall be used only for paying the District's debt service on the Bonds. All taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of the Bonds are outstanding and unpaid, the District shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of the District, with full allowances being made for tax delinquencies and costs of tax collections, 14 which will be sufficient to raise and produce the money required to make payment of the District's debt service on the Bonds, including such amounts to satisfy the mandatory redemption schedule for the Bonds as set forth in the FORM OF BOND. (iii) Said rate and amount of ad valorem tax is hereby ordered to be levied and is hereby levied without limit as to rate or amount against all taxable property in the District for each year while any of the Bonds are outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. In determining the rate of tax to be levied, assessed and collected, the District may take into account the amount in the Interest and Sinking Fund from the deposit of Bond proceeds on deposit in said fund for the payment of interest. Said ad valorem taxes are hereby irrevocably pledged to the payment of the principal of and interest on the Bonds as same become due. (iv) Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of the taxes granted by the Issuer under this Section, and is therefore valid, effective, and perfected. Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, in order to preserve to the registered owners of the Bonds a security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing of a security interest in said pledge to occur. (c) Consolidation of District. To the extent provided by law, such pledge of taxes will terminate if one or more cities takes over all properties and assets, assumes all debts, liabilities, and obligations, and performs all functions and services of the District, and the District is abolished pursuant to law. The laws of the State of Texas permit the District to be consolidated with one or more conservation and reclamation districts. Section 8. FLOW OF FUNDS; CREATION OF CONSTRUCTION FUND; INVESTMENTS. (a) Maintenance of Funds. Each fund or account created by this Order shall be kept separate and apart from all other funds and accounts of the District. The Interest and Sinking Fund shall constitute trust funds which shall be held in trust for the benefit of the Registered Owners of the Bonds. All other funds shall be used solely as provided in this Order until all of the Bonds have been retired, both as to principal and interest. (b) Deposits to Interest and Sinking Fund: Pavments from the Interest and Sinking Fund. The District shall deposit or cause to be deposited into the Interest and Sinking Fund the aggregate of the following at the time specified: (i) as soon as practicable after the Bonds are sold, accrued interest on the Bonds from their date to the date of their delivery and capitalized interest on the Bonds; and (ii) the proceeds from collection of the ad valorem taxes levied, assessed and collected for and on account of the Bonds pursuant to Section 7 hereof, less costs of collection, as collected. Except as otherwise specifically provided in this Order, the Interest and Sinking Fund shall be used only to pay the principal of, and redemption premium, if any, and interest on the Bonds when due, and the charges of the Paying Agent/Registrar. The District shall make available to the Paying Agent/Registrar, out of the Interest and Sinking Fund, the amounts required to pay or redeem the principal of and interest on the Bonds and the Paying Agent/Registrar shall make all other payments as required by this Order. The Paying Agent/Registrar shall obtain and destroy all paid Bonds and shall furnish the District an appropriate certificate of destruction at least annually. (c) Establishment of Construction Fund. (i) A special fund or account, to be designated the Trophy Club Municipal Utility District No. 1 Unlimited Tax Bonds, Series 2010 Construction Fund (the " 15 Construction Fund") is hereby created and shall be established and maintained by the District at the District's depository. bank. The Construction Fund shall be kept separate and apart from all other funds and accounts of the District. The District shall deposit to the credit of the Construction Fund the balance of the proceeds of the Bonds remaining after the deposits to the Interest and Sinking Fund provided in Section 8(b) of this Order. The remainder in the Construction Fund shall be used solely to pay (i) the costs necessary or appropriate to accomplish such of the purposes for which the Bonds are issued as approved by the Commission and (ii) the costs of issuing the Bonds. Interest earnings derived from the investment of proceeds from the sale of the Bonds deposited in the Construction Fund shall be used for the purpose for which the Bonds are issued. Bond proceeds, including interest earnings, remaining after completion of the purposes authorized by the Order of the Commission shall be deposited in the Interest and Sinking Fund or used for additional purposes set forth in Section 2 of this Order as further approved by the Commission. (ii) Pursuant to the Commission Order, the District will not expend $1,830,809 ($1,664,372 construction plus $166,437 contingencies) for the Project until receipt by the Board of plans and specifications approved by all entities with jurisdiction and construction documents. (d) Investments: Earnings. Moneys deposited into the Interest and Sinking Fund and the Construction Fund may be invested or reinvested in Authorized Investments. Unless otherwise set forth herein, all interest and income derived from such Authorized Investments immediately shall be credited to, and any losses debited to, the fund or account from which the investment was made, and surpluses in any fund shall or may be disposed of in any manner permitted by law, The District shall have the right to have sold in the open market a sufficient amount of such investments in the event any fund does not have sufficient uninvested funds on hand to meet the obligations payable out of such fund. After such sale the moneys resulting therefrom shall belong to the fund from which the moneys for such investments were initially taken. The District shall not be responsible to the Registered Owners for any loss arising out of the sale of any Authorized Investments. Interest earnings derived from the investment of proceeds from the sale of the Bonds shall be used along with other Bond proceeds for the purpose for which the Bonds are issued as set forth in Section 2 hereof; provided that after completion of such purpose, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. Section 9. AMENDMENTS. (a) Amendment with Consent of Owners of a Maioritv in Principal Amount of Bonds. The owners of a majority in aggregate principal amount of then outstanding Bonds shall have the right from time to time to approve any amendment to this Order which may be deemed necessary or desirable by the District; provided however, that, other than as permitted by subsection (f) of this Section 9, nothing herein contained shall permit to be construed to permit the amendment, without the consent of the owner of each of the outstanding Bonds affected thereby, of the terms and conditions of this Order or the Bonds so as to: (1) change the Interest and Sinking Fund requirements, interest payment dates or the maturity or maturities of the outstanding Bonds; (2) reduce the amount of the principal of, redemption premium, if any, or interest on the outstanding Bonds or impose any conditions with respect to such payments; (3) modify the teens of payment of principal of, redemption premium, if any, or interest on the outstanding Bonds, or impose any conditions with respect to such payments; (4) decrease the minimum percentage of the principal amount of Bonds necessary for consent to any such amendment. 16 (b) Notice of Amendment. If at any time the District shall desire to amend this Order it shall cause a written notice of the proposed amendment to be published at least once on a business day in a financial newspaper, journal, or publication of general circulation in the City of New York, New York, or in the State of Texas. If, because of temporary or permanent suspension of the publication or general circulation of all such newspapers, journals, or publications, it is impossible or impractical to publish such notice in the manner provided herein, then such publication in lieu thereof as shall be made by the Paying Agent/Registrar shall constitute a sufficient publication of notice. In addition to such publication, the Paying Agent/Registrar shall cause a written notice of the proposed amendment to be given by registered or certified mail to registered owners of the Bonds as shown on the Registration Books maintained by the Paying Agent/Registrar; provided, however, that failure to receive such written notice of the proposed amendment, or any defect therein or in the mailing thereof, shall not affect the validity of any proceeding in connection with, or the adoption of, such amendment. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the principal office of the Paying Agent/Registrar for inspection by all Registered Owners of Bonds. (c) Consent to Amendment. Whenever at any time not less than 30 days, and within one year, from the date of the first publication of said notice or other service of written notice the District shall receive an instrument or instruments executed by the Registered Owners of at least a majority in aggregate principal amount of all Bonds then outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and shall specifically consent to and approve such amendment, the District may adopt the amendatory resolution in substantially the same form. (d) Effect of Amendment. Upon the adoption of any amendatory resolution or order pursuant to the provisions of this Section, this Order shall be deemed to be amended in accordance with such amendatory resolution or order, and the respective rights, duties, and obligations under such amendatory resolution of all the Bondholders shall thereafter be determined and exercise subject in all respects to such amendments. (e) Consent of Registered Owners. Any consent given by a Registered Owners pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the first publication of the notice provided for in this Section, and shall be conclusive and binding upon all future owners of the Bonds during such period. Such consent may be revoked by the Registered Owner who gave such consent at any time after six months from the date of the first giving of such notice, or by a successor in title, by filing notice thereof with the Paying Agent/Registrar and the District, but such revocation shall not be effective if the Registered Owners of a majority in aggregate principal amount of the then outstanding Bonds have, prior to the attempted revocation, consented to and approved the amendment. (f) Amendments Without Consent. Notwithstanding the provisions of (a) through (e) of this Section, and without notice of the proposed amendment and without the consent of the Bondholders, the District may, at any time, amend this Order to cure any ambiguity or to cure, correct, or supplement any defective, omitted or inconsistent provision contained therein, or to make any other change that does not in any respect materially and adversely affect the interest of the Bondholders, provided that no such amendment shall be made contrary to the provision to Section 9(a), and a duly certified or executed copy of each such amendment shall be filed with the Paying Agent/Registrar. Section 10. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Renlacement Bonds. In the event any of the outstanding Bonds is damaged, mutilated, lost, stolen or destroyed, the District shall execute, and the Paying Agent/Registrar shall authenticate, a new bond of the same principal amount and maturity of the damage, mutilated, lost, stolen or destroyed Bond in exchange or substitution for such Bond. 17 (b) Application for Substitute Bonds. Application for exchange and substitution of damaged, mutilated, lost, stolen or destroyed Bonds shall be made to the Paying Agent/Registrar. In every case, the applicant for a substitute bond shall furnish to the District and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. In every case of loss, theft, or destruction of a Bond the applicant shall also furnish to the District and Paying Agent/Registrar evidence to its satisfaction of the loss, theft or destruction, and of the ownership of such Bond. In every case of damage or mutilation of a Bond, the applicant shall surrender the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond Shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bonds, the District may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a substitute Bond provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Substitute Bonds. Prior to the issuance of any substitute bond, the District and the Paying Agent/Registrar may charge the Registered Owner of such Bond with all legal, printing and other expenses in connection therewith. Every substitute bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the District whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Order equally and proportionately with any and all other Bonds duly issued under this Order. (e) Authority for Issuing Substitute Bonds. In accordance with Sec. 1206.022, Government Code, this Section of this Order shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the District or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 5 of this Order for Bonds issued in conversion and exchange for other Bonds. Section 11. FEDERAL TAX COVENANTS. (a) Covenants. The District covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the District covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the District, with respect to such private business use, do not, under the terms of this Bond Order or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; 18 (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the Bonds are issued, (B) amounts invested in abona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); (8) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code; and (9) to assure that the proceeds of the Bonds will be used solely for new money projects. (b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate Fund" is hereby established by the District for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the Bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The District understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the District that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the District will not be required to comply with any covenant contained herein to 19 the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the District agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the District hereby authorizes and directs the President or joint Presidents to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the District, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. This Order is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. (d) Allocation Of, and Limitation On. Expenditures for the Proiect. The District covenants to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 2 of this Order (the "Project") on its books and records in accordance with the requirements of the Internal Revenue Code. The District recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the District recognizes that in order for proceeds to be expended under the Internal Revenue Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. The District agrees to obtain the advice of nationally -recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the District shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Proiect. The District covenants that the property constituting the Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the District of cash or other compensation, unless the District obtains an opinion of nationally -recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the District shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (f) Designation as Oualified Tax -Exempt Bonds. The District hereby designates the Bonds as "qualified tax-exempt bonds" as defined in section 265 (b)(3) of the Code. In furtherance of such designation, the District represents, covenants and warrants the following: (a) that during the calendar year in which the Bonds are issued, the District (including any subordinate entities) has not designated nor will designate bonds, which when aggregated with the Bonds, will result in more than $10,000,000 ($30,000,000 for taxable years beginning after December 31, 2008 and ending prior to January 1, 2011) of "qualified tax-exempt bonds" being issued; (b) that the District reasonably anticipates that the amount of tax-exempt obligations issued, during the calendar year in which the Bonds are issued, by the District (or any subordinate entities) will not exceed $10,000,000 ($30,000,000 for taxable years beginning after December 31, 2008 and ending prior to January 1, 2011); and (c) that the District will take such action or refrain from such action as necessary, and as more particularly set forth in this Section, in order that the Bonds will not be considered "private activity bonds" within the meaning of section 141 of the Code. Section 12. APPROVAL AND REGISTRATION. The joint Presidents of the Board of Directors of the District and representatives of the District's Attorneys and Financial Advisors are hereby authorized to have control of the Bonds and all necessary records and proceedings pertaining to said Bonds 20 pending their delivery and their investigation, examination and approval by the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas. Section 13. MISCELLANEOUS PROVISIONS. (a) District's Successors and Assigns. Whenever in this Order the District is named and referred to it shall be deemed to include its successors and assigns, and all covenants and agreements in this Order by or on behalf of the District, except as otherwise provided herein, shall bind and inure to the benefit of its successors and assigns whether or not so expressed. (b) No Recourse Against District Officers. No recourse shall be had for the payment of the principal of or interest on the Bonds or for any claim based thereon or on this Order against any officer of the District or any person executing the Bonds. (c) Paving Agent/Registrar. The Bank ofNew York Mellon Trust Company, N. A., Dallas, Texas is hereby appointed as the Paying Agent/Registrar of the Bonds. The Board hereby approves execution of a Paying Agent/Registrar Agreement in substantially the form attached hereto as Exhibit "A" with such changes, additions or deletions as approved by the joint Presidents of the Board as evidenced by execution of such agreement. The joint Presidents or joint Vice Presidents of the Board are hereby authorized to execute the Paying Agent/Registrar Agreement and the Secretary of the Board is hereby authorized to attest such agreement. (d) Substitute Paving Agent/Registrar. The District covenants with the Registered Owners of the Bonds that at all times while the Bonds are outstanding the District will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Order, and that the Paying Agent/Registrar will be one entity. The District reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective at such time not to disrupt or delay the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition or other method) should resign or otherwise cease to act as such, the District covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Order. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the District. Upon any change in the Paying Agent/Registrar, the District promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by United States Mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Order, and a certified copy of this Order shall be delivered to each Paying Agent/Registrar upon request. (e) Paving Agent/Registrar Mav Own Bonds. The Paying Agent/Registrar, in its individual or any other capacity, may become the owner or pledge of the Bonds with the same rights it would have it if were not Paying Agent/Registrar. (f) Benefits of Order Provisions. Nothing in this Order or in the Bonds, expressed or implied, shall give or be construed to give any persons, firm or corporation, other than the District, the Paying Agent/Registrar and the Bondholders, any legal or equitable right to claim under or in respect of this Order, or under any covenant, condition, or provision herein contained, all the covenants, conditions and provisions contained in this Order or in the Bonds being for the sole benefit of the District, the Paying Agent/Registrar and the Bondholders. 21 (g) Severability Clause. If any word, phrase, clause, sentence, paragraph, section or other part of this Order, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Order and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Order to any other person or circumstances shall not be affected thereby. (h) Further Proceedings. The joint Presidents and joint Secretaries of the Board of Directors and other appropriate officials of the District are hereby authorized and directed to do any and all things necessary and/or convenient to carry out the terms of this Order. (i) Effective Date of Order. This Order shall take effect and be in full force and effect upon and after its passage. Section 14. SALE OF BONDS, LEGAL OPINION AND OFFICIAL STATEMENT. (a) Sale. The Bonds are hereby sold, pursuant to the taking of public bids therefor, on this date, and shall be delivered to SOUTHWEST SECURITIES (the "Initial Purchaser") at a price of par plus a $1,000 cash premium plus accrued interest. The Board hereby fmds and determines that the net effective interest rate on the Bonds, as calculated pursuant to Chapter 1204, Texas Government Code, as amended is 4.156986%. It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable and the Initial Purchaser's sealed bid produced the lowest net effective interest rate to the District as required by Section 49.183, Texas Water Code. The Initial Bond shall be registered in the name of the Initial Purchaser. (b) Le gal Opinion: Approval: Registration: Delivery. The Initial Purchaser's obligation to accept delivery of the Bonds is subject to its being furnished an opinion of McCall, Parkhurst & Horton L.L.P., such opinion to be dated and delivered as of the date of delivery and payment for the Bonds. McCall, Parkhurst & Horton L.L.P. is hereby authorized and directed to submit the Initial Bonds and a transcript of the proceedings relating to the issuance of the Bonds to the Attorney General of the State of Texas for approval and, following said approval, to submit the Initial Bonds to the Comptroller of Public Accounts of the State of Texas for registration. Upon registration of the Initial Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sign the Comptroller's registration certificate prescribed herein to be printed and endorsed on the Initial Bonds, and the seal of the Comptroller shall be impressed or placed in facsimile on the Initial Bond. After the Initial Bonds have been registered, signed, and sealed by the Comptroller, they shall be delivered to the Initial Purchaser, but only upon receipt of the full purchase price. (c) Official Statement. An "Official Notice of Sale", an "Official Bid Form", and a "Preliminary Official Statement", dated March 9, 2010, were prepared and distributed in connection with the sale of the Bonds (said documents are hereinafter referred to as the "Offering Documents"). Said Offering Documents, and any addenda, supplement, or amendment thereto, are hereby approved by the Board of Directors of the District, and their use in the offer and sale of the Bonds is hereby approved and ratified. The Issuer hereby approves the form and content of the Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the Initial Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. Section 15. OPEN MEETING. The Board of Directors officially fmds, determines, and declares that this Order was reviewed, carefully considered, and adopted at a regular meeting of the Board, and that a sufficient written notice of the date, hour, place, and subject of this meeting was posted at a place readily accessible and convenient to the public within the District and on a bulletin board located at a place convenient to the public for the time required by law preceding this meeting, as required by the Open 22 Meetings Law, Chapter 551, Government Code, as amended, and that this meeting has been open to the public as required by law at all times during which this Order and the subject matter hereof has been discussed, considered, and acted upon. The Board of Directors further ratifies, approves, and confirms such written notice and the contents and posting thereof. Section 16. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this Order, except to the extent provided in subsection (e) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Order, and such principal and interest shall be payable solely from such money or Defeasance Securities. (b) Notwithstanding any other provision of this Order to the contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the Defeased Bonds immediately following the making of the payment arrangements, and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (c) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer also be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in subsection (a)(i) or (ii) of this Section. All income from such Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (d) The term "Defeasance Securities" means (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of 23 the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (e) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Order. (f) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it deems fair and appropriate. Section 17. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The District shall provide annually to the MSRB, in an electronic format as prescribed by the MSRB, within six months after the end of any fiscal year, financial information and operating data with respect to the District of the general type included in the final Official Statement authorized by Section 14 of this Order, being the information described in Exhibit "B" hereto. Any financial statements to be so provided shall be (1) prepared in accordance with the accounting principles described in Exhibit "B" hereto, or such other accounting principles as the District may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the District commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the District shall provide unaudited financial statements within such period, and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements become available. If the District 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 District otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document that is available to the public on the MSRB's internet web site or filed with the SEC. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (b) Material Event Notices. The District shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, of any of the following events with respect to the Bond, if such event is material within the meaning of the federal securities laws: A. Principal and interest payment delinquencies; B. Non-payment related defaults; C. Unscheduled draws on debt service reserves reflecting financial difficulties; D. Unscheduled draws on credit enhancements reflecting financial difficulties; E. Substitution of credit or liquidity providers, or their failure to perform; F. Adverse tax opinions or events affecting the tax-exempt status of the Bond; G. Modifications to rights of holders of the Bond; H. Certificate calls; 24 I. Defeasances; J. Release, substitution, or sale of property securing repayment of the Bond; and K. Rating changes. The District shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, of any failure by the District to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (c) Limitations. Disclaimers. and Amendments. The District shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the District remains an "obligated person" with respect to the Bond within the meaning of the Rule, except that the District in any event will give notice of any deposit made in accordance with Section 8 of this Order that causes the Bond no longer to be outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bond, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The District undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the District's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The District does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bond at any future date. UNDER NO CIRCUMSTANCES SHALL THE DISTRICT BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE DISTRICT, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, 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. No default by the District in observing or performing its obligations under this Section shall comprise a breach of or default under this Order for purposes of any other provision of this Order. Should the Rule be amended to obligate the District to make filings with or provide notices to entities other than the MSRB, the District hereby agrees to undertake such obligation with respect to the Bonds in accordance with the Rule as amended. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the District under federal and state securities laws. The provisions of this Section may be amended by the District 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 District, but only if (1) the provisions of this Section, 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 since such offering as well as such changed circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Order that authorizes such an amendment) of the outstanding Bond consents to such amendment or (b) a person that is unaffiliated with the District (such as nationally recognized bond counsel) determines that such amendment will not materially 25 impair the interest of the holders and beneficial owners of the Bond. If the District so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with paragraph (a) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The District may also amend or repeal the provisions of this continuing disclosure agreement if' the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. Section 18. DEFAULTS AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Order is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the Issuer, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Order, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the Issuer. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the Issuer for the purpose of protecting and enforcing the rights of the Registered Owners under this Order, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any re lief 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 Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Order, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Order. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Order, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Order 26 do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the Issuer or the Board of Directors. Section 19. INSURANCE. The Issuer approves the insurance of the Bonds by Assured Guaranty Municipal Corp. and the payment of such premium and covenant to comply with all of the terms of the insurance commitment, a copy of which is attached hereto as Exhibit C and is hereby adopted by this Order. 27 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT THE PAYING AGENT/REGISTRAR AGREEMENT IS OMITTED AT THIS POINT AS IT APPEARS ELSEWHERE IN THE TRANSCRIPT OF PROCEEDINGS. EXHIBIT B CONTINUING DISCLOSURE UNDERTAKINGS The following information is referred to in Section 18 of this Order. Annual Financial Statements and Operating Data The financial information and operating data with respect to the District to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. Tables 1, 12 and 13 in Appendix A and 2. the annual audited financial statements of the District Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the District's annual audited financial statements. EXHIBIT C INSURANCE COMMITMENT EXHIBIT A Page '1 of 2 TERM SHEET FOR MUNICIPAL BOND INSURANCE COMMITMENT Issuer: Trophy Club Municipal Utility District No. 1 (A Political Subdivision of the Slate of Texas Located in Denton and Tarrant Countis_ ) Principal Amount of Bonds Insured. Not to Exceed $2.000.000 Name of Bonds insured: Unlimited Tax Bonds. Series 2010 Date of Oomrnitment: March 17, 2010 Expiration Date: 'Friday, May 21, 2010* Premium: 348,000.00 Bond Counsel Opinion -- Language Requirements', The approving opinion of Bond Counsel shall include language to the effect that lite Bonds are a full faith and credit general obligation of the Issuer. Ole payment for which the issuer is obligated to exercise its ad valorem taxing power, without limit as to Fete or amount, upon all taxable property within the Issuer. Additional Conditions: None ASSURED GUARANTY MUNICIPAL CORP. FORMERLY KNOWN AS FINANCIAL SECURITY ASSURAN.O INC.) Authorized Officer 'To keep the Commitment in effect to the Expiration Date set forth above. AGM must receive a duplicate of this Exhibit A executed by an authorized officer by the earlier of the date on which the Offssciat Statement containing disclosure tanguaga about AGM is i:arculated and ter days from the Date of Commitment. SOUTHWEST SECURITIES Authorized Officer LegaI.'MUNISISiatesfrx Iran No 117771-C PROCEDURES FOR PREMIUM PAYMENT TO ASSURED GUARANTY MUNICIPAL CORP. (FORMERLY KNOWN AS FINANCIAL SECURITY ASSURANCE INC,) ("AGM") AGM's issuance of its municipal bond insurance policy at bond closing is contingent upon payment and receipt of the premium. NO POLICY MAY BE RELEASED UNTIL PAYMENT OF SUCH AMOUNT HAS BEEN CONFIRMED. Set forth below are the procedures to be followed for confirming the amount of the premium to be paid and for paying such amount: Confirmation of Amount to be Paid: Upon determination of the final debt service schedule~ fax such schedule to AGM Attention: Jim Doyle, Director Phone No.: (212) 339-3462 Fax No.: (212) 857-0354 Confirm with AGM's credit analyst that you are in agreement with respect to par and premium on the transaction prior to the closing date. Payment Date. Date of Delivery of the insured bonds. Method of Payment_ Wire transfer of Federal Funds, Wire Transfer Instructions: Bank: The Bank of New York ABA#: 021 000 018 Acct, Name: Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.) Account No.: 8900297263 Transaction No.: 117771 CONFIRMATION OF PREMIUM WIRE NUMBER AT CLOSING AGM will accept as confirmation of the premium payment a wire transfer number and the name of the sending bank. to b€ communicated on the cIosing date to Audrey A. Udit, Closing Coordinator . (.212)339-3548: CERTIFICATE OF PAYING AGENT/REGISTRAR The undersigned officer of The Bank of New York Mellon Trust Company, N.A., Dallas Texas (the "Agent") hereby certifies as follows: 1. The Agent is the Paying Agent/Registrar for the District's $2,000,000 Trophy Club Municipal Utility District No. 1 Unlimited Tax Bonds, Series 2010 dated April 1, 2010 (the "Series 2010 Bonds") and will provide notice of redemption for the Refunded Bonds, identified in Exhibit "A" attached hereto, at least thirty (30) days prior to redemption in accordance with the Order authorizing the issuance of the Series 2010 Bonds. 2. There are no outstanding Paying Agent/Registrar fees for the Series 2010 Bonds. [Remainder of This Page Intentionally Left Blank] IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Agent this r,41 2020. The Bank of New York Mellon Trust Company, N.A., Dallas, Texas PI i Digitally signed by Elizabeth H. � Bernard -Polk Date: 2020.05.22 11:40:32 -05'00' By: Name: e tan QrA Title: [SEAL] s sdt,; � CkPAA CJ a EXHIBIT A REFUNDED BONDS $2,000,000 TROPHY CLUB MUNICIPAL UTILITY NO. 1 DISTRICT UNLIMITED TAX BONDS, SERIES 2010 Principal Maturity Amount August 15 $95,000 2021 $100,000 2022 $105,000 2023 $110,000 2024 $115,000 2025 $240,000 (a) 2027 $265,000 (b) 2029 $285,000 (c) 2031 a) Consisting of a term bond in the aggregate principal amount 2027 and subject to mandatory sinking fund redemption. b) Consisting of a term bond in the aggregate principal amount 2029 and subject to mandatory sinking fund redemption. c) Consisting of a term bond in the aggregate principal amount 2031 and subject to mandatory sinking fund redemption. Redemption Date: September 1, 2020 of $240,000 maturing September 1, of $265,000 maturing September 1, of $285,000 maturing September 1, KEN PAXTON ATTORNEY GENERAL OF TEXAS June 17, 2020 THIS IS TO CERTIFY that Trophy Club Municipal Utility District No. 1 (the "Issuer") has submitted the Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bond, Series 2020 (the "Bond"), in the principal amount of $1,220,000, for approval. The Bond is dated June 1, 2020, numbered T-1, and was authorized by an Order of the Issuer passed on May 18, 2020. The Office of the Attorney General has examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Issuer contained in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. We express no opinion relating to the official statement or any other offering material relating to the Bonds. We have not reviewed and do not approve any contract or lease other than as specifically identified herein. Based on our examination, we are of the opinion, as of the date hereof and under existing law, as follows: (1) The Bond has been issued in accordance with law and is a valid and binding obligation of the Issuer. (2) In accordance with the provisions of the law, including an Escrow Agreement dated as of May 18, 2020, firm banking arrangements have been made for the discharge and final payment or redemption of the obligations being refunded upon deposit of an amount sufficient to pay said obligations when due. (3) The Bond is payable from the proceeds of an annual ad valorem tax levied, without legal limit as to rate or amount, against all taxable property in the Issuer. Therefore, the Bond is approved. Post Office Box 12548, Austin, Texas 7 8 7 1 1- 2 5 4 8• (5 1 2) 4 6 3- 2 1 0 0• www.texasattorneygeneral.gov Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bond, Series 2020 - $1,220,000 -Page 2 - The Comptroller is instructed that he may register the Bond without the cancellation of the underlying securities being refunded thereby. No. 67778 Book No. 2020-B MAR * See attached Signature Authorization ke„-- eAlgz-cr)-x-- Attorney General of the State of Texas OFFICE OF THE ATTORNEY GENERAL OF THE STATE OF TEXAS I, KEN PAXTON, Attomey General for the State of Texas, do hereby authorize the employees of the Public Finance Division of the Office orthe Attorney General to affix a digital image of my signature, in my capacity as Attorney General, to the opinions issued by this office approving the issuance of public securities by the various public agencies, non-profit corporations, district, entities, bodies politic or corporate, or political subdivisions of this State as required by law, the opinions approving those contracts designated by the Legislature as requiring the approval of the Attorney General, and the obligations, proceedings and credit agreements required by law to be approved by the Attorney General. The authorized digital image of my signature is attached as Exhibit A .And is hereby adopted as my own for the purposes set forth herein. This supersedes any prior signature authorizations for the sante purpose. The authority granted herein is to be exercises] on those occasions when 1 um unavailable to personally sign said opinions, and upon the condition that the opinions to which the digital image signature is affixed have been approved b y an authorized Assistant Attorney General following the completion (lithe Public Finance Division's review of the transcripts or proceedings to which the opinions relate. Given under my hand and seal of office at Austin, Texas. this the V & day of January, 2015. l f L„& KEN PAX ON 1 Attorney General of the Slate of Texas OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, Theresia Goetz , ❑ Bond Clerk C Assistant Bond Clerk in the office of the Comptroller of the State of Texas, do hereby certify that, acting under the direction and authority of the Comptroller on the 17th day of June 2020, I signed the name of the Comptroller to the certificate of registration endorsed upon the: Trophy Club Municipal Utility District No.1 Unlimited Tax Refunding Bond, Series 2020, numbered TT1 dated June 1, 2020, and that in signing the certificate of registration I used the following signature: IN WITNKr.J ESS WH 'f OF I have executed this c= I ` I his the 17th day of June 2020. I, Glenn Hegar, Comptroller of Public Accounts of the State of Texas, certify that the person who has signed the above certificate was duly designated and appointed by me under authority vested in me by Chapter 403, Subchapter H, Government Code, with authority to sign my name to all certificates of registration, and/or cancellation of bonds required by law to be registered and/or cancelled by me, and was acting as such on the date first mentioned in this certificate, and that the bonds/certificates described in this certificate have been duly registered in the office of the Comptroller, under Registration Number 93910. GIVEN under my hand and seal of office at Austin, Texas, this the 17th day of June 2020. GLENN HEGAR Comptroller of Public Accounts of the State of Texas OFFICE OF COMPTROLLER OF THE STATE OF TEXAS 1, GLENN HEGAR, Comptroller of Public Accounts of the State of Texas, do hereby certify that the attachment is a true and correct copy of the opinion of the Attorney General approving the: Trophy Club Municipal Utility District No.1 Unlimited Tax Refunding Bond, Series 2020 numbered T-1, of the denomination of $ 1,220,000, dated June 1. 2020, as authorized by issuer, interest 1.300 percent, under and by authority of which said bonds/certificates were registered electronically in the office of the Comptroller, on the 17th day of June 2020, under Registration Number 93910. Given under my hand and seal of office, at Austin, Texas, the 17th day of June 2020. GLENN HEGAR Comptroller of Public Accounts of the State of Texas FEDERAL TAX CERTIFICATE 1. In General. 1.1. The undersigned is an authorized representative of the Trophy Club Municipal Utility District No. 1 (the "Issuer"). 1.2. This Certificate is executed for the purpose of establishing the reasonable expectations of the Issuer as to future events regarding the Issuer's Unlimited Tax Refunding Bonds, Series 2020 (the "Bonds"). The Bonds are being issued pursuant to an Order duly adopted by the Issuer (the "Order"). The Order is incorporated herein by reference. 1.3. To the best of the undersigned's knowledge, information and belief, the expectations contained in this Federal Tax Certificate are reasonable. 1.4. The undersigned is an officer of the Issuer delegated with the responsibility, among others, of issuing and delivering the Bonds. 1.5. The undersigned is not aware of any facts or circumstances that would cause him to question the accuracy of the representations made by JPMorgan Chase Bank, NA (the "Purchaser") in the Issue Price Certificate attached hereto as Exhibit "D", and by SAMCO Capital Markets, Inc. (the "Financial Advisor") in Subsection 4.3 of this Certificate and with respect to the Schedules attached hereto as Exhibit "E". 2. The Purpose of the Bonds and Useful Lives of Projects. 2.1. The purpose for the issuance of the Bonds, as more fully described in the Order, is to currently refund the Issuer's Unlimited Tax Bonds, Series 2010 (the "Outstanding Bonds") and in part, to pay the related expenses of issuing the Bonds. The proceeds of the Bonds will be used to redeem the Outstanding Bonds within 90 days of the date hereof. 2.2. The proceeds of the Outstanding Bonds were used for constructing and equipping an addition to a building and facilities for a fire station for firefighting purposes (the "Outstanding Projects"). The Outstanding Projects remain in service and have not been sold or otherwise disposed of by the Issuer. 2.3. The Issuer expects that 120 percent of the aggregate useful lives of the Outstanding Projects, on the later of the date that the Outstanding Projects were placed in service or the date of issuance of the Outstanding Bonds, will exceed the weighted average maturity of the Bonds. 2.4. Other than members of the general public, the Issuer expects that throughout the lesser of the term of the Bonds, or the useful lives of the Outstanding Projects, the only user of the Outstanding Projects has been or will be the Issuer or the Issuer's employees and agents. The Issuer will be the manager of the Outstanding Projects. In no event will the proceeds of the Bonds, the Outstanding Bonds, the Outstanding Projects or facilities fmanced therewith be used for private business use in an amount greater than $15 million. 2.5. Except as stated below, the Issuer expects not to sell or otherwise dispose of property constituting the Outstanding Projects prior to the earlier of the end of such property's useful life or the final maturity of the Bonds. The Order provides that the Issuer will not sell or otherwise dispose of the Outstanding Projects unless the Issuer receives an opinion of nationally -recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. 2.6. For purposes of Subsection 2.5 hereof, the Issuer has not included the portion of the Outstanding Projects comprised of personal property that is disposed in the ordinary course at a price that is expected to be less than 25 percent of the original purchase price. The Issuer, upon any disposition of such C:\Users\tcorb\OneDrive - Freeman and Corbett\Documents\Trophy Club\Bonds\Series 2020 Refunding Bonds\Tax Documents\Trophy Club MUD No. 1-Ref-M&H[ST]-FTC-v2.docx 6/13/2020 2:03 PM property, will transfer the receipts from the disposition of such property to the general operating fund and expend such receipts within six months for other governmental programs. 3. Yield. 3.1. As shown in the Schedules of Financial Advisor attached hereto as Exhibit "E", the Issuer will determine the issue price of the Bonds based on the first price paid by the Purchaser. 3.2. The Issuer has not entered into any qualified guarantee or qualified hedge with respect to the Bonds. The yield on the Bonds will not be affected by subsequent unexpected events, except to the extent provided in section 1.148-4(h)(3) of the Treasury Regulations when and if the Issuer enters into a qualified hedge or into any transaction transferring, waiving or modifying any right that is part of the terms of any bond. The Issuer will consult with nationally recognized bond counsel prior to entering into any of the foregoing transactions. 4. Debt Service Fund. 4.1. The Order confirms the creation of the Debt Service Fund. Other than as described herein, money deposited in the Debt Service Fund will be used to pay the principal of and interest on the Bonds (the "Bona Fide Debt Service Portion"). The Bona Fide Debt Service Portion constitutes a fund that is used primarily to achieve a proper matching of revenues and debt service within each bond year. Such portion will be completely depleted at least once each year except for an amount not in excess of the greater of (a) one -twelfth of the debt service on the Bonds for the previous year, or (b) the previous year's earnings on such portion of the Debt Service Fund. Amounts deposited in the Debt Service Fund constituting the Bona Fide Debt Service Portion will be spent within a thirteen -month period beginning on the date of deposit, and any amount received from the investment of money held in the Debt Service Fund will be spent within a one-year period beginning on the date of receipt. 4.2. A portion of the funds on deposit in the Debt Service Fund, not otherwise used to pay debt service on the Bonds within thirteen months, will be held in trust for the benefit of the holders of the Bonds (the "Reserve Portion"). If on any interest payment or maturity date, sufficient amounts are not available to make debt service payments on the Bonds, the Issuer is required to use such money constituting the Reserve Portion in an amount sufficient to make such payments. The present value of the investments deposited to the Reserve Portion of the Debt Service Fund and allocable to the Bonds that will be invested at a yield higher than the yield on such bonds will not, as of any date, exceed an aggregate amount which equals the lesser of (a) 10 percent of the stated principal amount (or, in the case of a discount, the issue price) of the Bonds, (b) 1.25 of the average annual debt service on the Bonds, or (c) maximum annual debt service on the Bonds. 4.3. Based on the representation of the Financial Advisor, the amount on deposit in the Reserve Portion of the Debt Service Fund should be maintained as a balance allocable to the Bonds in the Debt Service Fund consistent with accepted standards of prudent fiscal management for similar governmental bodies and in order to provide a reserve against periodic fluctuations in the amount and timing of payment of ad valorem taxes to the Issuer. 4.4. Any money deposited in the Debt Service Fund and any amounts received from the investment thereof that accumulate and remain on hand therein after thirteen months from the date of deposit of any such money or one year after the receipt of any such amounts from the investment thereof shall constitute a third and separate portion of the Debt Service Fund. The yield on any investments allocable to the portion of the Debt Service Fund exceeding of the sum of (a) the Bona Fide Debt Service Portion, (b) the Reserve Portion and (c) an amount equal to the lesser of five percent of the sale and investment proceeds of the Bonds or $100,000 will be restricted to a yield that does not exceed the yield on the Bonds. 2 5. Transferred Proceeds and Disposition Proceeds. 5.1. As of the date of this Certificate, all of the amounts received from the sale of the Outstanding Bonds and the investment earnings thereon have been expended. 5.2. The Issuer has no reason to believe nor has any expectation that a device has been or will be employed in connection with the issuance of the Bonds to obtain a material financial advantage (based on arbitrage) apart from savings attributable to lower interest rates. 6. Invested Sinkins Fund Proceeds. Replacement Proceeds. 6.1. The Issuer has, in addition to the moneys received from the sale of the Bonds, certain other moneys that are invested in various funds which are pledged for various purposes. These other funds are not available to accomplish the purposes described in Section 2 of this Certificate. 6.2. Other than the Debt Service Fund, there are, and will be, no other funds or accounts established, or to be established, by or on behalf of the Issuer (a) which are reasonably expected to be used, or to generate earnings to be used, to pay debt service on the Bonds, or (b) which are reserved or pledged as collateral for payment of debt service on the Bonds and for which there is reasonable assurance that amounts therein will be available to pay such debt service if the Issuer encounters financial difficulties. Accordingly, there are no other amounts constituting "gross proceeds" of the Bonds, within the meaning of section 148 of the Code. 7. Other Oblivations. 7.1. There are no other obligations of the Issuer that (a) are sold at substantially the same time as the Bonds, i.e., within 15 days of the date of sale of the Bonds, (b) are sold pursuant to a common plan of financing with the Bonds, and (c) will be payable from the same source of funds as the Bonds. 7.2. The Issuer (including any of its related entities) has not issued nor does it expect to issue any other tax-exempt obligations during the current calendar year, including certain lease purchase agreements, in an amount which when aggregated with the Bonds would exceed $10,000,000, within the meaning of section 265(b) of the Code. 8. Federal Tax Audit Responsibilities. The Issuer acknowledges that in the event of an examination by the Internal Revenue Service (the "Service") to determine compliance of the Bonds with the provisions of the Code as they relate to tax-exempt obligations, the Issuer will respond, and will direct its agents and assigns to respond, in a commercially reasonable manner to any inquiries from the Service in connection with such an examination. The Issuer understands and agrees that the examination may be subject to public disclosure under applicable Texas law. The Issuer acknowledges that this Certificate, including any attachments, does not constitute an opinion of Special Tax Counsel as to the proper federal tax or accounting treatment of any specific transaction. 9. Record Retention and Private Business Use. The Issuer has covenanted in the Order that it will comply with the requirements of the Code relating to the exclusion of the interest on the Bonds under section 103 of the Code. The Service has determined that certain materials, records and information should be retained by the issuers of tax-exempt obligations for the purpose of enabling the Service to confirm the exclusion of the interest on such obligations under section 103 of the Code. ACCORDINGLY, THE ISSUER SHALL TAKE STEPS TO ENSURE THAT ALL MATERIALS, RECORDS AND INFORMATION NECESSARY TO CONFIRM THE EXCLUSION OF THE INTEREST ON THE BONDS UNDER SECTION 103 OF THE CODE ARE RETAINED FOR THE PERIOD BEGINNING ON THE ISSUE DATE OF THE OUTSTANDING BONDS OR, IN THE CASE OF A SEQUENCE OF REFUNDINGS, THE ISSUE DATE OF THE OBLIGATIONS ORIGINALLY 3 FINANCING THE OUTSTANDING PROJECTS AND ENDING THREE YEARS AFTER THE DATE THE BONDS ARE RETIRED. The Issuer acknowledges receipt of the letters attached hereto as Exhibit "B" which discusses limitations related to private business use and Exhibit "C" which, in part, discusses specific guidance by the Service with respect to the retention of records relating to tax-exempt bond transactions. 10. Rebate to United States. The Issuer has covenanted in the Order that it will comply with the requirements of the Code, including section 148(0 of the Code, relating to the required rebate to the United States. Specifically, the Issuer will take steps to ensure that all earnings on gross proceeds of the Bonds in excess of the yield on the Bonds required to be rebated to the United States will be timely paid to the United States. The Issuer acknowledges receipt of the memorandum attached hereto as Exhibit "A" which discusses regulations promulgated pursuant to section 148(0 of the Code. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 4 DATED as of June 17, 2020. TROPHY CLUB MUNICIPAL TILITY DISTRICT NO. 1 By: Name: Steve Flynn Title: President, Board of Directors Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020 The undersigned represents that, to the best of the undersigned's knowledge, information and belief, the representations contained in Subsection 4.3 of this Federal Tax Certificate and the Schedules attached hereto as Exhibit "E" are, as of June 17, 2020, accurate and complete. We understand that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in this Federal Tax Certificate and by McCall, Parkhurst & Horton L.L.P. (i) in connection with rendering its opinion to the Issuer that interest on the Bonds is excludable from gross income thereof for income tax purposes, and (ii) for purposes of completing the IRS Form 8038-G. The undersigned is certifying only as to facts in existence on the date hereof. Nothing herein represents the undersigned's interpretation of any laws or the application of any laws to these facts. SAMCO CAPITAL MARKETS, INC. 4r:XA.A2 - By: Name: Andrew Friedman Title: Managing Director Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020 McCALL PARKHURST & HORTON Exhibit "A" November 1, 2016 ARBITRAGE REBATE REGULATIONS© The arbitrage rebate requirements set forth in section 148(f) of the Internal Revenue Code of 1986 (the "Code") generally provide that in order for interest on any issue of bonds' to be excluded from gross income (i.e., tax-exempt) the issuer must rebate to the United States the sum of, (1) the excess of the amount earned on all "nonpurpose investments" acquired with "gross proceeds" of the issue over the amount which would have been earned if such investments had been invested at a yield equal to the yield on the issue, and (2) the earnings on such excess earnings. On June 18, 1993, the U.S. Treasury Department promulgated regulations relating to the computation of arbitrage rebate and the rebate exceptions. These regulations, which replace the previously -published regulations promulgated on May 15, 1989, and on May 18, 1992, are effective for bonds issued after June 30, 1993, have been amended. This memorandum was prepared by McCall, Parkhurst & Horton L.L.P. and provides a general discussion of these arbitrage rebate regulations, as amended. This memorandum does not otherwise discuss the general arbitrage regulations, other than as they may incidentally relate to rebate. This memorandum also does not attempt to provide an exhaustive discussion of the arbitrage rebate regulations and should not be considered advice with respect to the arbitrage rebate requirements as applied to any individual or governmental unit or any specific transaction. Any tax advice contained in this memorandum is of a general nature and is not intended to be used, and should not be used, by any person to avoid penalties under the Code. McCall, Parkhurst & Horton L.L.P. remains available to provide legal advice to issuers with respect to the provisions of these tax regulations but recommends that issuers seek competent financial and accounting assistance in calculating the amount of such issuer's rebate liability under section 148(0 of the Code and in making elections to apply the rebate exceptions. Effective Dates The regulations promulgated on June 18, 1993, generally apply to bonds delivered after June 30, 1993, although they do permit an issuer to elect to apply the rules to bonds issued prior to that date. The temporary regulations adopted by the U.S. Treasury Department in 1989 and 1992 incorporated the same effective dates which generally apply for purposes of section 148(0 of the Code. As such, the previous versions of the rebate regulations generally applied to bonds issued between August 1986 and June 30, 1993 (or, with an election, to bonds issued prior to August 15, 1993). The statutory provisions of section 148(0 of the Code, other than the exception for construction issues, apply to all bonds issued after August 15, 1986, (for private activity bonds) and August 31, 1986, (for governmental public purpose bonds). The statutory exception to rebate applicable for construction issues generally applies if such issue is delivered after December 19, 1989. The regulations provide numerous transitional rules for bonds sold prior to July 1, 1993. Moreover, since, under prior law, rules were previously published with respect to industrial development bonds and 1 In this memorandum the word "bond" is defined to include any bond, note, certificate, financing lease or other obligation of an issuer. Copyright 2016 by McCall, Parkhurst & Horton L.L.P. All rights reserved. 600 Congress Ave. Suite 1800 Austin, Texas 78701 T 512.478.3805 F 512.472.0871 717 North Harw000 Suite 900 Dallas, Texas 75201 T 214.754.9200 E 214.754.9250 Two Alien Center 1200 Smith Street, Suite 1550 Houston, Texas 77002 T 713.980.0500 F 713.980.0510 700 N. St. Mary's Street Suite 1525 San Antonio, Texas 78205 T 210.225.2800 . F 210.225.2984 www.mphlegal.com M mortgage revenue bonds, the transitional rules contained in these regulations permit an issuer to elect to apply certain of these rules for computing rebate on pre -1986 bonds. The regulations provide for numerous elections which would permit an issuer to apply the rules (other than 18 -month spending exception) to bonds which were issued prior to July 1, 1993 and remain outstanding on June 30, 1993. Due to the complexity of the regulations, it is impossible to discuss in this memorandum all circumstances for which specific elections are provided. If an issuer prefers to use these final version of rebate regulations in lieu of the computational method stated under prior law (e.g., due to prior redemption) or the regulations, please contact McCall, Parkhurst & Horton L.L.P. for advice as to the availability of such options. Future Value Computation Method The regulations employ an actuarial method for computing the rebate amount based on the future value of the investment receipts (i.e., earnings) and payments. The rebate method employs a two-step computation to determine the amount of the rebate payment. First, the issuer determines the bond yield. Second, the issuer determines the arbitrage rebate amount. The regulations require that the computations be made at the end of each five-year period and upon final maturity of the issue (the "computation dates"). THE FINAL MATURITY DATE WILL ACCELERATE IN CIRCUMSTANCES IN WHICH THE BONDS ARE OPTIONALLY REDEEMED PRIOR TO MATURITY. AS SUCH, IF BONDS ARE REFUNDED OR OTHERWISE REDEEMED, THE REBATE MAY BE DUE EARLIER THAN INITIALLY PROJECTED. In order to accommodate accurate record-keeping and to assure that sufficient amounts will be available for the payment of arbitrage rebate liability, however, we recommend that the computations be performed at least annually. Please refer to other materials provided by McCall, Parkhurst & Horton L.L.P. relating to federal tax rules regarding record retention. Under the future value method, the amount of rebate is determined by compounding the aggregate earnings on all the investments from the date of receipt by the issuer to the computation date. Similarly, a payment for an investment is future valued from the date that the payment is made to the computation date. The receipts and payments are future valued at a discount rate equal to the yield on the bonds. The rebatable arbitrage, as of any computation date, is equal to the excess of the (1) future value of all receipts from investments (i.e., earnings), over (2) the future value of all payments. The following example is provided in the regulations to illustrate how arbitrage rebate is computed under the future value method for a fixed -yield bond: 2 "On January 1, 1994, City A issues a fixed yield issue and invests all the sale proceeds of the issue ($49 million). There are no other gross proceeds. The issue has a yield of 7.0000 percent per year compounded semiannually (computed on a 30 day month/360 day year basis). City A receives amounts from the investment and immediately expends them for the governmental purpose of the issue as follows: Date Amount 2/1/1994 $ 3,000,000 4/1/1994 5,000,000 6/1/1994 14,000,000 9/1/1994 20,000,000 7/1/1995 10,000,000 City A selects a bond year ending on January 1, and thus the first required computation date is January 1, 1999. The rebate amount as of this date is computed by determining the future value of the receipts and the payments for the investment. The compounding interval is each 6 -month (or shorter) period and the 30 day month/360 day year basis is www.mphlegal.com M used because these conventions were used to compute yield on the issue. The future value of these amounts, plus the computation credit, as of January 1, 1999, is: Date Receipts (Payments) FY (7.0000 percent) 1/1/1994 ($49,000,000) ($69,119,339) 2/1/1994 3,000,000 4,207,602 4/1/1994 5,000,000 6,932,715 6/1/1994 14,000,000 19,190,277 9/1/1994 20,000,000 26,947,162 1/1/1995 (1,000) (1,317) 7/1/1995 10,000,000 12,722,793 1/1/1996 (1,000) (1.229) Rebate amount (01/01/1999) $878.664" General Method for Comnutint Yield on Bonds In general, the term "yield," with respect to a bond, means the discount rate that when used in computing the present value of all unconditionally due payments of principal and interest and all of the payments for a qualified guarantee produces an amount equal to the issue price of the bond. The term "issue price" has the same meaning as provided in sections 1273 and 1274 of the Code. That is, if bonds are publicly offered (i.e., sold by the issuer to a bond house, broker or similar person acting in the capacity of underwriter or wholesaler), the issue price of each bond is determined on the basis of the initial offering price to the public (not to the aforementioned intermediaries) at which price a substantial amount of such bond was sold to the public (not to the aforementioned intermediaries). The "issue price" is separately determined for each bond (i.e., maturity) comprising an issue. The regulations also provide varying periods for computing yield on the bonds depending on the method by which the interest payment is determined. Thus, for example, yield on an issue of bonds sold with variable interest rates (i.e., interest rates which are reset periodically based on changes in market) is computed separately for each computation period ending at least on each five-year anniversary of the delivery date that the issue. In effect, yield on a variable yield issue is determined on each computation date by "looking back" at the interest payments for such period. Yield on a fixed interest rate issue (i.e., an issue of bonds the interest rate on which is determined as of the date of the issue) is computed over the entire term of the issue. Issuers of fixed -yield issues generally use the yield computed as of the date of issue for all rebate computations. The yield on fixed -yield issues must be computed by assuming retirements of principal on a call date earlier than the stated maturity date of a bond if (1) the bond is sold at a substantial premium, it may be retired within five years of the date of delivery, and such date is earlier than its scheduled maturity date, or (2) the issue is a stepped -coupon bond. Similarly, recomputation may occur in circumstances in which the issuer or bondholder modify or waive certain terms of, or rights with respect to, the issue or in sophisticated hedging transactions. IN SUCH CIRCUMSTANCES, ISSUERS ARE ADVISED TO CONSULT McCALL, PARKHURST & HORTON L.L.P. TO ADDRESS THE FEDERAL INCOME TAX CONSEOUENCES OF THESE TRANSACTIONS. For purposes of determining the principal or redemption payments on a bond, different rules are used for fixed-rate and variable-rate bonds. The payment is computed separately on each maturity of bonds rather than on the issue as a whole. In certain circumstances, the yield on the bond is determined by assuming that principal on the bond is paid as scheduled and that the bond is retired on the final maturity date for the stated retirement price. For bonds subject to early redemption or stepped -coupon bonds, described above, or for 3 www.mphlegal.com M bonds subject to mandatory early redemption, the yield is computed assuming the bonds are paid on the early redemption date for an amount equal to their value. Premiums paid to guarantee the payment of debt service on bonds are taken into account in computing the yield on the bond. Payments for guarantees are taken into account by treating such premiums as the payment of interest on the bonds. This treatment, in effect, raises the yield on the bond, thereby permitting the issuer to recover such fee with excess earnings. The guarantee must be an unconditional obligation of the guarantor enforceable by the bondholder for the payment of principal or interest on the bond or the tender price of a tender bond. The guarantee may be in the form of an insurance policy, surety bond, irrevocable letter or line of credit, or standby purchase agreement. Importantly, the guarantor must be legally entitled to full reimbursement for any payment made on the guarantee either immediately or upon commercially reasonable repayment terms. The guarantor may not be a co -obligor of the bonds or a user of more than 10 percent of the proceeds of the bonds. Payments for the guarantee may not exceed a reasonable charge for the transfer of credit risk. This reasonable charge requirement is not satisfied unless it is reasonably expected that the guarantee will result in a net present value savings on the bond (i.e., the premium does not exceed the present value of the interest savings resulting by virtue of the guarantee). If the guarantee is entered into after June 14, 1989, then any fees charged for the nonguarantee services must be separately stated or the guarantee fee is not recoverable. The regulations also treat certain "hedging" transactions in a manner similar to qualified guarantees. "Hedges" are contracts, e.g., interest rate swaps, futures contracts or options, which are intended to reduce the risk of interest rate fluctuations. Hedges and other financial derivatives are sophisticated and ever -evolving financial products with which a memorandum, such as this, cannot readily deal. IN SUCH CIRCUMSTANCES, ISSUERS ARE ADVISED TO CONSULT McCALL, PARKHURST & HORTON L.L.P. TO ADDRESS THE FEDERAL INCOME TAX CONSEOUENCES OF THESE TRANSACTIONS. Earnings on Nonpurpose Investments The arbitrage rebate provisions apply only to the receipts from the investment of "gross proceeds" in "nonpurpose investments." For this purpose, nonpurpose investments are stock, bonds or other obligations acquired with the gross proceeds of the bonds for the period prior to the expenditure of the gross proceeds for the ultimate purpose. For example, investments deposited to construction funds, reserve funds (including surplus taxes or revenues deposited to sinking funds) or other similar funds are nonpurpose investments. Such investments include only those which are acquired with "gross proceeds." For this purpose, the term "gross proceeds" includes original proceeds received from the sale of the bonds, investment earnings from the investment of such original proceeds, amounts pledged to the payment of debt service on the bonds or amounts actually used to pay debt service on the bonds. The regulations do not provide a sufficient amount of guidance to include an exhaustive list of "gross proceeds" for this purpose; however, it can be assumed that "gross proceeds" represent all amounts received from the sale of bonds, amounts earned as a result of such sale or amounts (including taxes and revenues) which are used to pay, or secure the payment of, debt service for the bonds. The total amount of "gross proceeds" allocated to a bond generally cannot exceed the outstanding principal amount of the bonds. The regulations provide that an investment is allocated to an issue for the period (1) that begins on the date gross proceeds are used to acquire the investment, and (2) that ends on the date such investment ceases to be allocated to the issue. In general, proceeds are allocated to a bond issue until expended for the ultimate purpose for which the bond was issued or for which such proceeds are received (e.g., construction of a bond - financed facility or payment of debt service on the bonds). Deposit of gross proceeds to the general fund of the 4 www.mphlegal.com M issuer (or other fund in which they are commingled with revenues or taxes) does not eliminate or ameliorate the Issuer's obligation to compute rebate in most cases. As such, proceeds commingled with the general revenues of the issuer are not "freed -up" from the rebate obligation. An exception to this commingling limitation for bonds, other than private activity bonds, permits "investment earnings" (but not sale proceeds or other types of gross proceeds) to be considered spent when deposited to a commingled fund if those amounts are reasonably expected to be spent within six months. Other than for these amounts, issuers may consider segregating investments in order to more easily compute the amount of such arbitrage earnings by not having to allocate investments. Special rules are provided for purposes of advance refundings. These rules are too complex to discuss in this memorandum. Essentially, the rules relating to refundings, however, do not require that amounts deposited to the escrow fund to defease the prior obligations of the issuer be subject to arbitrage rebate to the extent that the investments deposited to the escrow fund do not have a yield in excess of the yield on the bonds. Any loss resulting from the investment of proceeds in an escrow fund below the yield on the bonds, however, may be recovered by combining those investments with investments deposited to other funds, e.g., reserve or construction funds. The arbitrage regulations also provide an exception to the arbitrage limitations for the investment of bond proceeds in tax-exempt obligations. As such, investment of proceeds in tax exempt bonds eliminates the Issuer's rebate obligation. A caveat; this exception does not apply to gross proceeds derived allocable to a bond, which is not subject to the alternative minimum tax under section 57(a)(5) of the Code, if invested in tax-exempt bonds subject to the alternative minimum tax, i.e., "private activity bonds." Such "AMT -subject" investment is treated as a taxable investment and must comply with the arbitrage rules, including rebate. Earnings from these tax-exempt investments are subject to arbitrage restrictions, including rebate. Similarly, the investment of gross proceeds in certain tax-exempt mutual funds are treated as a direct investment in the tax-exempt obligations deposited in such fund. While issuers may invest in such funds for purposes of avoiding arbitrage rebate, they should be aware that if "private activity bonds" are included in the fund then a portion of the earnings will be subject to arbitrage rebate. Issuers should be prudent in assuring that the funds do not contain private activity bonds. The arbitrage regulations provide a number of instances in which earnings will be imputed to nonpurpose investments. Receipts generally will be imputed to investments that do not bear interest at an arm's-length (i.e., market) interest rate. As such, the regulations adopt a "market price" rule. In effect, this rule prohibits an issuer from investing bond proceeds in investments at a price which is higher than the market price of comparable obligations, in order to reduce the yield. Special rules are included for determining the market price for investment contracts, certificates of deposit and certain U.S. Treasury obligations. For example, to establish the fair market value of investment contracts a bidding process between three qualified bidders must be used. The fair market value of certificates of deposit which bear a fixed interest rate and are subject to an early withdrawal penalty is its purchase price if that price is not less than the yield on comparable U.S. Treasury obligations and is the highest yield available from the institution. In any event, a basic "common sense" rule -of -thumb that can be used to determine whether a fair market value has been paid is to ask whether the general funds of the issuer would be invested at the same yield or at a higher yield. An exception to this market price rule is available for United States Treasury Obligations - State or Local Government Series in which case the purchase price is always the market price. Reimbursement and Working Capital The regulations provide rules for purposes of determining whether gross proceeds are used for working capital and, if so, at what times those proceeds are considered spent. In general, issuers can finance short-term or long-term working capital with tax-exempt bonds. By adopting a "proceeds -spent -last" rule, the regulations also generally require that an issuer actually incur a deficit (i.e., expenditures must exceed receipts) 5 www.mphlegal.com M for the computation period (which generally corresponds to the issuer's fiscal year in the case of short-term working capital financing). Also, the regulations permit an operating reserve, but unlike prior regulations the amount of such reserve may not exceed five percent of the issuer's actual working capital expenditures for the prior fiscal year. A change was made to the regulations in 2016 allows issuers to finance the operating reserve with proceeds of a tax-exempt obligation. The regulations generally continue the prior regulations' 13 -month temporary period for short-term working capital financing. Long-term working capital financings are beyond the scope of this memorandum. In the event long- term working capital financing is needed, issuers are advised to consult McCall, Parkhurst & Horton L.L.P. to address the federal income tax consequences of these transactions. Importantly, the regulations contain rules for determining whether proceeds used to reimburse an issuer for costs paid prior to the date of issue of the obligation, in fact, are considered spent at the time of reimbursement. These rules apply to an issuer who uses general revenues for the payment of all or a portion of the costs of a project then uses the proceeds of the bonds to reimburse those general revenues. Failure to comply with these rules would result in the proceeds continuing to be subject to federal income tax restrictions, including rebate. To qualify for reimbursement, a cost must be described in an expression (e.g., resolution, legislative authorization) evidencing the issuer's intent to reimburse which is made no later than 60 days after the payment of the cost. Reimbursement must occur no later than 18 months after the later of (1) the date the cost is paid or (2) the date the project is placed in service. Except for projects requiring an extended construction period or small issuers, in no event can a cost be reimbursed more than three years after the cost is paid. Reimbursement generally is not permitted for working capital; only capital costs, grants and loans may be reimbursed. Moreover, certain anti -abuse rules apply to prevent issuers from avoiding the limitations on refundings. IN CASES INVOLVING WORKING CAPITAL OR REIMBURSEMENT, ISSUERS ARE ADVISED TO CONTACT McCALL, PARKHURST & HORTON L.L.P. TO ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION. Rebate Payments Rebate payments generally are due 60 days after each installment computation date. The interim computation dates occur each fifth anniversary of the issue date. The final computation date is on the latest of (1) the date 60 days after the date the issue of bonds is no longer outstanding, (2) the date eight months after the date of issue for certain short-term obligations (i.e., obligations retired within three years), or (3) the date the issuer no longer reasonably expects any spending exception, discussed below, to apply to the issue. On such payment dates, other than the final payment date, an issuer is required to pay 90 percent of the rebatable arbitrage to the United States. On the final payment date, an issuer is required to pay 100 percent of the remaining rebate liability. Failure to timely pay rebate does not necessarily result in the loss of tax -exemption. Late payments, however, are subject to the payment of interest, and unless waived, a penalty of 50 percent (or, in the case of private activity bonds, other than qualified 501(c)(3) bonds, 100 percent) of the rebate amount which is due. IN SUCH CIRCUMSTANCES, ISSUERS ARE ADVISED TO CONSULT McCALL, PARKHURST & HORTON L.L.P. TO ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES OF THESE TRANSACTIONS. Rebate payments are refundable. The issuer, however, must establish to the satisfaction of the Commissioner of the Internal Revenue Service that the issuer paid an amount in excess of the rebate and that the recovery of the overpayment on that date would not result in additional rebatable arbitrage. An overpayment of less than $5,000 may not be recovered before the final computation date. 6 www.mphlegal.com M Alternative Penalty Amount In certain cases, an issuer of a bond the proceeds of which are to be used for construction may elect to pay a penalty, in lieu of rebate. The penalty may be elected in circumstances in which the issuer expects to satisfy the two-year spending exception which is more fully described under the heading "Exceptions to Rebate." The penalty is payable, if at all, within 60 days after the end of each six-month period. This is more often than rebate. The election of the alternative penalty amount would subject an issuer, which fails the two- year spend -out requirements, to the payment of a penalty equal to one and one-half of the excess of the amount of proceeds which was required to be spent during that period over the amount which was actually spent during the period. The penalty has characteristics which distinguish it from arbitrage rebate. First, the penalty would be payable without regard to whether any arbitrage profit is actually earned. Second, the penalty continues to accrue until either (1) the appropriate amount is expended or (2) the issuer elects to terminate the penalty. To be able to terminate the penalty, the issuer must meet specific requirements and, in some instances, must pay an additional penalty equal to three percent of the unexpended proceeds. Exceptions to Rebate The Code and regulations provide certain exceptions to the requirement that the excess investment earnings be rebated to the United States. a. Small Issuers. The first exception provides that if an issuer (together with all subordinate issuers) during a calendar year does not issue tax-exempt bonds2 in an aggregate face amount exceeding $5 million, then the obligations are not subject to rebate. Only issuers with general taxing powers may take advantage of this exception. Subordinate issuers are those issuers which derive their authority to issue bonds from the same issuer, e.g., a city and a health facilities development corporation, or which are controlled by the same issuer, e.g., a state and the board of a public university. In the case of bonds issued for public school capital expenditures, the $5 million cap may be increased to as much as $15 million. For purposes of measuring whether bonds in the calendar year exceed these dollar limits, current refunding bonds can be disregarded if they meet certain structural requirements. Please contact McCall, Parkhurst & Horton L.L.P. for further information. b. Spending Exceptions. Six -Month Exception. The second exception to the rebate requirement is available to all tax-exempt bonds, all of the gross proceeds of which are expended during six months. The six month rule is available to bonds issued after the effective date of the Tax Reform Act of 1986. See the discussion of effective dates on page two. For this purpose, proceeds used for the redemption of bonds (other than proceeds of a refunding bond deposited to an escrow fund to discharge refunded bonds) cannot be taken into account as expended. As such, bonds with excess gross proceeds generally cannot satisfy the second exception unless the amount does not exceed the lesser of five percent or $100,000 and such de minimis amount must be expended within one year. Certain gross proceeds are not subject to the spend -out requirement, including amounts deposited to a bona fide debt service fund, to a reserve fund and amounts which become gross proceeds received from purpose investments. These amounts themselves, however, may be subject to rebate even though the originally expended proceeds were not. 2 For this purpose, "private activity bonds" neither are afforded the benefit of this exception nor are taken into account for purposes of determining the amount of bonds issued. www.mphlegal.com M The Code provides a special rule for tax and revenue anticipation notes (i.e., obligations issued to pay operating expenses in anticipation of the receipt of taxes and other revenues). Such notes are referred to as TRANs. To determine the timely expenditure of the proceeds of a TRAN, the computation of the "cumulative cash flow deficit" is important. If the "cumulative cash flow deficit" (i.e., the point at which the operating expenditures of the issuer on a cumulative basis exceed the revenues of the issuer during the fiscal year) occurs within the first six months of the date of issue and must be equal to at least 90 percent of the proceeds of the TRAN, then the notes are deemed to satisfy the exception. This special rule requires, however, that the deficit actually occur, not that the issuer merely have an expectation that the deficit will occur. In lieu of the statutory exception for TRANs, the regulations also provide a second exception. Under this exception, 100 percent of the proceeds must be spent within six months, but before note proceeds can be considered spent, all other available amounts of the issuer must be spent first ("proceeds -spent -last" rule). In determining whether all available amounts are spent, a reasonable working capital reserve equal to five percent of the prior year's expenditures may be set aside and treated as unavailable. 18 -Month Exception. The regulations also establish a non -statutory exception to arbitrage rebate if all of the gross proceeds (including investment earnings) are expended within 18 months after the date of issue. Under this exception, 15 percent of the gross proceeds must be expended within a six-month spending period, 60 percent within a 12 -month spending period and 100 percent within an 18 -month spending period. The rule permits an issuer to rely on its reasonable expectations for computing investment earnings which are included as gross proceeds during the first and second spending period. A reasonable retainage not to exceed five percent of the sale proceeds of the issue is not required to be spent within the 18 -month period but must be expended within 30 months. Rules similar to the six-month exception relate to the definition of gross proceeds. Two Year Exception. Bonds issued after December 19, 1989 (i.e., the effective date of the Omnibus Reconciliation Act of 1989), at least 75 percent of the net proceeds of which are to be used for construction, may be exempted from rebate if the gross proceeds are spent within two years. Bonds more than 25 percent of the proceeds of which are used for acquisition or working capital may not take advantage of this exception. The exception applies only to governmental bonds, qualified 501(c)(3) bonds and private activity bonds for governmentally -owned airports and docks and wharves. The two-year exception requires that at least 10 percent of the available construction proceeds must be expended within six months after the date of issue, 45 percent within 12 months, 75 percent within 18 months and 100 percent within 24 months. The term "available construction proceeds" generally means sale proceeds of the bonds together with investment earnings less amounts deposited to a qualified reserve fund or used to pay costs of issuance. Under this rule, a reasonable retainage not to exceed five percent need not be spent within 24 months but must be spent within 36 months. The two-year rule also provides for numerous elections which must be made not later than the date of issuance of the bonds. Once made, the elections are irrevocable. Certain elections permit an issuer to bifurcate bond issues, thereby treating only a portion of the issue as a qualified construction bond; and, permit an issuer to disregard earnings from reserve funds for purposes of determining "available construction proceeds." Another election permits an issuer to pay the alternative penalty amount discussed above in lieu of rebate if the issuer ultimately fails to satisfy the two-year rule. Issuers should discuss these elections with their financial advisors prior to issuance of the bonds. Of course, McCall, Parkhurst & Horton L.L.P. remains available to assist you by providing legal interpretations thereof. Debt Service Funds. Additionally, an exception to the rebate requirement, whether or not any of the previously discussed exceptions are available, applies for earnings on "bona fide debt service funds." A "bona fide debt service fund" is one in which the amounts are expended within 13 months of the accumulation of such amounts by the issuer. In general, most interest and sinking funds (other than any excess taxes or revenues accumulated therein) satisfy these requirements. For private activity bonds, short term bonds (i.e., 8 www.mphlegal.com M have a term of less than five years) or variable rate bonds, the exclusion is available only if the gross earnings in such fund does not exceed $100,000, for the bond year. For other bonds issued after November 11, 1988, no limitation is applied to the gross earnings on such funds for purposes of this exception. Therefore, subject to the foregoing discussion, the issuer is not required to take such amounts into account for purposes of the computation. Conclusion McCall, Parkhurst & Horton L.L.P. hopes that this memorandum will prove to be useful as a general guide to the arbitrage rebate requirements. Again, this memorandum is not intended as an exhaustive discussion nor as specific advice with respect to any specific transaction. We advise our clients to seek competent financial and accounting assistance. Of course, we remain available to provide legal advice regarding all federal income tax matters, including arbitrage rebate. If you have any questions, please feel free to contact either Harold T. Flanagan or Stefano Taverna at (214) 754-9200. 9 www.mphlegal.com K 'CCALL PARKHURST & HORTON EXHIBIT "B" January 1, 2018 Certain Federal Income Tax Considerations for Private Business Use of Bond -Financed Facilities This memorandum provides a general discussion of those types of contractual arrangements which give rise to private business use, and to what extent that use rises to a prohibited level. Generally, in order for bonds issued by governmental units to be tax-exempt, no more than a de minimis amount of the proceeds of the bonds or the facilities financed with such proceeds may be used by non-governmental users. That is, there may be no more than an incidental use by persons, other than state or local governments. Too much private business use can cause the bonds to become taxable. Private business use for this purpose can be direct or can result from indirect benefits being conveyed to a private person by contractual arrangement. The following discussion describes, in general terms, those types of arrangements which need to be scrutinized. We hope that this general guideline will be useful to you in interacting with private parties regarding the use of bond proceeds or bond -financed facilities. While the statements contained herein are not intended as advice with regard to any specific transaction, McCall, Parkhurst & Horton L.L.P. remains available should you have questions about these rules. Any tax advice contained in this memorandum, including any attachments, was not intended or written to be used for the purpose of avoiding federal tax related penalties or promoting, marketing or recommending to another party any transaction or matter addressed herein. If you have any specific questions or comments, please feel free to contact Stefano Taverna or Harold T. Flanagan at (214) 754-9200. I. Private Business Use Arrangements that involve use in a trade or business by a nongovernmental person of bond proceeds or facilities financed with bond proceeds may cause a "private business use" problem. Bond -financed facilities may be used by a variety of people with differing consequences under these rules. For example, students, teachers, employees and the general public may use bond -financed facilities on a non-exclusive basis without constituting private business use. More problematic, however, is use of bond -financed facilities by groups such as managers, lessees (e.g., book store owners), persons providing services (e.g., food or cleaning), seminar groups, sports and entertainment groups, and even alumni associations. The benefits also may be considered to pass to a private person where the right to the output produced by the facility is transferred. For this purpose, the federal government is considered a non- governmental person. Use by an organization organized under section 501(c)(3) of the Internal Revenue Code in a trade or business unrelated to the exempt purpose of such organization also is considered use by a private person. The term "use" includes both actual and beneficial use. As such, private business use may arise in a variety of ways. For example, ownership of a bond -financed facility by a non- governmental person is private business use. The leasing of a bond -financed facility by a non- governmental person can also cause a private business use problem. Along the same line, 600 Congress Ave. Suite 1800 Austin, Texas 78701 T 512.478.3805 F 512.472.0871 717 North Harwood Suite 900 Dallas, Texas 75201 T 214.754.9200 F 214.754.9250 Two Allen Center 1200 Smith Street, Suite 1550 Houston, Texas 77002 T 713.980.0500 F 713.980.0510 700 N. St. Mary's Street Suite 1525 San Antonio, Texas 78205 T 210.225.2800 F 210.225.2984 www.mphlegal.com M management of such facilities by a non-governmental person can cause a problem with private business use, absent compliance with the management contract rules discussed below. Essentially, such use can occur in connection with any arrangement in which the non- governmental user has a preference to benefit from the proceeds or the facilities. Therefore, any arrangement which results in a non-governmental person being the ultimate beneficiary of the bond financing must be considered. 1. Sales and Leases. The sale of a bond -financed facility to a non-governmental person would cause a private business use problem if that facility involved the use of more than 10 percent of the bond proceeds. Since state law often prohibits a governmental issuer from lending credit, this circumstance generally does not occur. Leases, however, also could be a problem because such arrangements grant a possessory interest in the facility which results in the lessee receiving a right to use the facility which is superior to members of the general public. 2. Management Contracts. Having a private manager will give rise to private business use unless certain terms of the management agreement demonstrate that beneficial use has not been passed to the manager. These factors relate to the compensation arrangements, contract term, cancellation provisions, and the relationship of the parties. The tax rules provide that a contract that satisfies certain requirements is treated as a contract that does not give rise to private use of facilities financed with tax-exempt bonds ("Qualified Contract"). Additionally, certain arrangements that qualify as an eligible expense reimbursement arrangement do not give rise to private use. A Qualified Contract is one that meets all of the following requirements: i. Compensation paid to the private manager must be reasonable; ii. The private manager cannot receive a share of "net profits" from the operation of the managed property; iii. The private manager cannot share in the net losses resulting from the operation of the managed property; iv. The contract's term cannot exceed 30 years or 80 percent of the weighted average reasonably expected economic life of the managed property, if less; v. The governmental owner must exercise a significant degree of control over the actual use of the managed property; vi. The governmental owner must retain the risk of loss (for example, in cases of catastrophic events); and vii. The private manager cannot take an inconsistent tax position from the position taken by the governmental owner nor can it retain substantial ability to limit the governmental owner's control rights. Various factors must be evaluated when drafting a contract to ensure it meets this new safe -harbor, including the eligibility for, the amount of, and the timing of, compensation payments to the private manager, as well as the amount and contingency of, and the timing of operational losses borne by the private manager. Penalties for the inability to meet certain benchmarks are allowed, so long as they are determinable in a stated dollar amount, or a multiple thereof. Similarly, incentive compensations or bonuses are permissible, even if measured against 2 www.mph1ega1.com M standards of quality of services, performance or productivity, so long as they are not based on the net profits from the management of the bond financed property. An owner's control is significant so long as it retains control over the budget, the type of expenditures, dispositions of bond financed property and control over the general nature and type of use of those assets. The tax rules also provide owner's flexibility when structuring compensation arrangements with private managers (which could include fixed, per capita, per unit or any other variable compensation arrangement and terms that could be as long as 30 years), as long as the term of the contract does not exceed the allowable term, including all renewal options, the owner retains significant controls over the venture, the compensation is reasonable and there is no sharing of net profit or net losses with the private manger. 3. Cooperative Research Agreements. A cooperative research agreement with a private sponsor whereby the private party uses bond -financed facilities may cause a private business use problem. Nevertheless, such use of a bond -financed facility by a non-governmental person is to be disregarded for purposes of private business use if the arrangement is in one of the following forms. First, the arrangement may be disregarded if the sponsoring party is required to pay a competitive price for any license or other use of resulting technology, and such price must be determined at the time the technology is available. Second, an arrangement may also qualify if a four-part requirement is met: (1) multiple, unrelated industry sponsors must agree to fund university -performed basic research; (2) the university must determine the research to be performed and the manner in which it is to be performed; (3) the university must have exclusive title to any patent or other product incidentally resulting from the basic research; and (4) sponsors must be limited to no more than a nonexclusive, royalty -free license to use the product of any such research. 4. Output Contracts. In some circumstances, private business use arises by virtue of contractual arrangements in which a governmental unit agrees to sell the output from a bond - financed facility to a non-governmental person. If the non-governmental person is obligated to take the output or to pay for output even if not taken, then private business use will arise. This is because the benefits and burdens of the bond -financed facility are considered as inuring to the non-governmental purchaser. In addition to the general rule, output -type facilities, including electric and gas generation, transmission and related facilities (but not water facilities) are further limited in the amount of private business use which may be permitted. If more than 5 percent of the proceeds are used for output facilities and if more than 10 percent of the output is sold pursuant to an output arrangement, then the aggregate private business use which may result (for all bond issues) is $15,000,000. II. How Much Private Business Use is Too Much? In general, there is too much private business use if an amount in excess of 10 percent of the proceeds of the bond issue are to be used, directly or indirectly, in a trade or business carried on by persons other than governmental units, and other than as members of the general public. All trade or business use by persons on a basis different than that of the general public is aggregated for the 10 percent limit. Private business use is measured on a facility or bond issue basis. On a facility basis, such use is generally measured by relative square footage, fair market rental value or the percentage of cost allocable to the private use. On a bond issue basis, the proceeds of the bond issue are allocated to private and governmental (or public) use of the 3 www.mph1ega1.com M facility to determine the amount of private business use over the term of the bond issue. Temporary use is not necessarily "bad" (i.e, private use) even though it results in more than 10 percent of the facility being so used. For example, if 100 percent of a facility is used for a period equal to five percent of the term of the bond such use may not adversely impact the bonds. The question is whether the benefits and burdens of ownership have transferred to the private user, as in the case of a sale, lease or management contract. If these benefits and burdens have not transferred, such use may be disregarded for purposes of private business use. In no event should private business use exceed $15,000,000. In addition, if the private use is considered "unrelated or disproportionate" to the governmental purpose for issuance of the bonds, the private business use test is met if the level of the prohibited private use rises to 5 percent. The "unrelated" question turns on the operational relationship between the private use and use for the governmental purpose. In most cases, a related use facility must be located within or adjacent to the related governmental facility, e.g., a privately -operated school cafeteria would be related to the school in which it is located. Whereas, the use of a bond -financed facility as an administrative office building for a catering company that operates cafeterias for a school system would not be a related use of bond proceeds. Nonetheless, even if a use is related, it is disproportionate to the extent that bond proceeds used for the private use will exceed proceeds used for the related governmental use. III. When are the tests applied to analyze the qualification of a bond? A bond is tested both (1) on the date of issue, and (2) over the term. The tests are applied to analyze the character of the bond on the date of issue, based on how the issuer expects to use the proceeds and the bond -financed property. This is known as the "reasonable expectations" standard. The tests also continuously are applied during the term of the bonds to determine whether there has been a deviation from those expectations. This is known as the "change of use" standard. When tested, bonds are viewed on an "issue -by -issue" basis. Generally, bonds secured by the same sources of funds are part of the same "issue" if they are sold within 15 days of one another. IV. What is the reasonable expectations standard? The reasonable expectations standard will be the basis on which McCall, Parkhurst & Horton L.L.P., as bond counsel, will render the federal income tax opinion on the bonds. The statement of expectations will be incorporated into the Federal Tax Certificate, previously referred to as the Federal Tax Certificate. The certificate also will contain information about the amounts to be expended on different types of property, e.g., land, buildings, equipment, in order to compute a weighted useful life of the bond -financed property. Based on the information on useful life, the maximum weighted average maturity of the bonds tested to ensure that is restricted to no more than 120 percent of the useful life of the property being financed or refinanced. V. Change of Use Standard. The disqualified private business use need not exist on the date of issue. Subsequent use by non-governmental persons also can cause a loss of tax -exemption. Post -issuance "change of use of bond -financed facilities could result in the loss of the tax-exempt status of the bonds, unless certain elements exist which demonstrate the change was unforeseen. For this purpose, a change in use includes a failure to limit private business use subsequent to the date of issuance of the bonds. A reasonable expectation element requires that, as of the date of issue of the bonds, the governmental unit reasonably have expected to use the proceeds of the issue for qualified 4 www.mph1ega1.com M facilities for the entire term of the issue. To fall within the safe harbor rules which avoid loss of tax-exempt status the governmental unit must assure that no circumstances be present which indicate an attempt to avoid directly or indirectly the requirements of federal income tax law. Finally, the safe harbor requires that the governmental unit take remedial action that would satisfy one of the following provisions: redemption of bonds; alternative use of disposition proceeds of a facility that is financed by governmental bonds; or, alternative use of a facility that is financed by governmental bonds. For purposes of the latter two remedial action provisions, the governmental unit has 90 days from the date of the change of use to satisfy the requirements. In addition, there is an exception for small transactions for dispositions at a loss. VI. Written Procedures. Each governmental issuer should establish written procedures to assure continuing compliance with the private use and arbitrage limitations imposed by the Code. Moreover, the Internal Revenue Service ("IRS") is asking issuers to state in a bond issue's informational return (such an 8038-G) whether such post -issuance procedures have been adopted. The federal tax certificate, together with the attached memoranda and bond covenants can be supplemented by standard written practices adopted by the executive officer or legislative bodies of the issuer. Accordingly, our firm is prepared to advise you with respect to additional practices which we believe would be beneficial in monitoring compliance and taking remedial action in cases of change in use. There is no standard uniform practice for all issuers to adopt because each issuer operates in unique fashion. However, if you wish us to assist you in developing practices which might assist you in complying with the viewpoints expressed by the IRS and its personnel, please contact your bond lawyer at McCall, Parkhurst & Horton LLP. 5 www.mphlegal.com MCCALL PARKHURST & HORTON Exhibit "C" May 18, 2020 Mr. Steven Krolczyk Finance Manager Trophy Club Municipal Utility District No. 1 100 Municipal Drive Trophy Club, Texas 76262 Re: Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020 Dear Mr. Krolczyk: As you know, the Trophy Club Municipal Utility District No. 1 (the "Issuer") will issue the captioned bonds in order to provide for the refunding, in advance of their maturities, of portions of bonds previously issued by the Issuer. As a result of that issuance, the federal income tax laws impose certain restrictions on the investment and expenditure of amounts to be used for the projects or to be deposited to the debt service fund for the captioned bonds. The purpose of this letter is to set forth, in somewhat less technical language, those provisions of the tax law which require the timely use of bond proceeds and that investment of these amounts be at a yield which is not higher than the yield on the captioned bonds. Please note that the Form 8038-G has been prepared based on the information provided by or on your behalf by your financial advisor. Accordingly, while we believe that the information is correct you may wish to have the yield confirmed before your rebate consultant or the paying agent attempt to rely on it. The Issuer has determined that there are no unexpended original and investment proceeds of the outstanding bonds deposited to the construction fund. Generally, the federal tax laws provide that, unless excepted, amounts to be used for the projects or to be deposited to the debt service fund must be invested in obligations the combined yield on which does not exceed the yield on the bonds. For this purpose, please refer to line 21(e) of the Form 8038 G included in the transcript of proceedings for the yield. Importantly, for purposes of administrative convenience, the bonds, however, have been structured in such a way as to avoid, for the most part, this restriction on investment yield. As such, for analytical purposes only, we have segregated the debt service fund into three separate accounts. This does not require that you segregate monies deposited to the debt service fund into those accounts, but you should keep in mind the limitations imposed on each of those hypothetical accounts. They also contain certain covenants relating to expenditures of proceeds designed to alert you to unintentional failures to comply with the laws affecting expenditures of proceeds and dispositions of property. First, the debt service fund is made up of taxes which are levied annually for the payment of current debt service on all the Issuer's outstanding bonds. Any taxes deposited to the debt service fund which are to be used for the payment of current debt service on the captioned bonds, or any other outstanding bonds, are not subject to yield restriction. By definition, current debt service refers only to debt service to be paid within one year of the date of receipt of the taxes. For the most part, this would be debt service in the current fiscal year. These amounts deposited to the account for current debt service may be invested without regard to any constraint imposed by the federal income tax laws. 600 Congress Ave. Suite 1800 Austin, Texas 78701 T 512.478.3805 F 512.472.0871 717 North Harwood Suite 900 Dallas, Texas 75201 T 214.754.9200 F 214.754.9250 Two Arlen Center 1200 Smith Street, Suite 1550 Houston, Texas 77002 T 713.980.0500 F 713.980.0510 700 N. St. Mary's Street Suite 1525 San Antonio, Texas 78205 T 210.225.2800 F 210.225.2984 www.mphlegal.com M Second, the debt service fund contains an amount of taxes, which although not expended for debt service within the current year, are necessary to ensure that amounts will be sufficient to pay debt service in the event that taxes are insufficient during that period. This amount, commonly referred to as "coverage," represents a reserve account against periodic fluctuations in the receipt of tax revenues. The Internal Revenue Code permits amounts which are held in reserve for the payment of debt service, in such instances, to be invested without regard to yield restriction if such amounts do not exceed the lesser of (1) 10 percent of the outstanding principal amount of all outstanding bonds, (2) maximum annual debt service on all outstanding bonds, or (3) 125 percent of average annual debt service on all outstanding bonds. Third, a portion of the debt service fund is permitted to be invested without regard to yield restriction as a "minor portion." The "minor portion" exception is available for de minimis amounts of taxes deposited to the debt service fund. The maximum amount that may be invested as part of this account may not exceed the lesser of five percent of the principal amount of the bonds or $100,000. Accordingly, you should review the current balance in the debt service fund in order to determine if such balance exceeds the aggregate amount of these three accounts. Additionally, in the future it is important that you be aware of these accounts as additional amounts are deposited to the debt service fund. The amounts which are subject to yield restriction would only be the amounts which are in excess of the sum of (1) the current debt service account, (2) the reserve account, and (3) the "minor portion" account. Moreover, to the extent that additional bonds are issued by the Issuer, whether for new money projects or for refunding, these amounts will change in their proportion. As of January 1, 2018, tax-exempt bonds cannot be issued to advance refund another bond. While certain exceptions may apply, an advance refunding bond is one the proceeds of which are generally used to pay principal, interest or premium on another issue of bonds more than 90 days after the issue date of the refunding bond. The Issuer should not use any proceeds of the bonds for the payment of principal, interest or premium on another issue of bonds without first discussing with Bond Counsel. The Order contains covenants that require the Issuer to comply with the requirements of the federal tax laws relating to the tax-exempt obligations. The Internal Revenue Service (the "Service") has determined that certain materials, records and information should be retained by the issuers of tax-exempt obligations for the purpose of enabling the Service to confirm the exclusion of the interest on such obligations under the Internal Revenue Code. Accordingly, the Issuer should retain such materials, records and information for the period beginning on the issue date of the outstanding bonds, or, in the case of a sequence of refundings, the issue date of the obligations originally financing the refinanced projects and ending three years after the date the captioned bonds are retired. Please note this federal tax law standard may vary from state law standards. The material, records and information required to be retained will generally be contained in the transcript of proceedings for the captioned bonds, however, the Issuer should collect and retain additional materials, records and information to ensure the continued compliance with federal tax law requirements. For example, beyond the transcript of proceedings for the bonds, the Issuer should keep schedules evidencing the expenditure of bond proceeds, documents relating to the use of bond -financed property by governmental and any private parties (e.g., leases and management contracts, if any) and schedules pertaining to the investment of bond proceeds. In the event that you have questions relating to record retention, please contact us. The Service also wants some assurance that any failure to comply with the federal tax laws was not due to an issuer's intentional disregard or gross neglect of the responsibilities imposed on it by the federal tax laws. Therefore, to ensure post -issuance compliance, an issuer should consider adopting formalized written guidelines to help the issuer perform diligence reviews at regular intervals. The goal is for issuers to be able to timely identify and resolve violations of the laws necessary to maintain their obligations' tax -favored status. While the federal tax certificate, together with its attachments, may generally provide a basic written guideline when incorporated in an organizations' operations, the extent to which an organization has appropriate written 2 www.mphlegal.com M compliance procedures in place is to be determined on a case-by-case basis Moreover, the Service has indicated that written procedures should identify the personnel that adopted the procedures, the personnel that is responsible for monitoring compliance, the frequency of compliance check activities, the nature of the compliance check activities undertaken, and the date such procedures were originally adopted and subsequently updated, if applicable. The Service has stated that the adoption of such procedures will be a favorable factor that the Service will consider when determining the amount of any penalty to be imposed on an issuer in the event of an unanticipated and non -curable failure to comply with the tax laws. Finally, you should notice that the Order contains a covenant that limits the ability of the Issuer to sell or otherwise dispose of bond -financed property for compensation. Beginning for obligations issued after May 15, 1997 (including certain refunding bonds), or in cases in which an issuer elects to apply new private activity bond regulations, such sale or disposition causes the creation of a class of proceeds referred to as "disposition proceeds." Disposition proceeds, like sale proceeds and investment earnings, are tax -restricted funds. Failure to appropriately account, invest or expend such disposition proceeds would adversely affect the tax-exempt status of the bonds. In the event that you anticipate selling property, even in the ordinary course, please contact us. Obviously, this letter only presents a fundamental discussion of, among other tax rules, the yield restriction rules as applied to amounts deposited to the debt service fund. This letter does not address the rebate consequences with respect to the debt service fund and you should review the memorandum attached to the Federal Tax Certificate as Exhibit "A" for this purpose. If you have certain concerns with respect to the matters discussed in this letter or wish to ask additional questions with regards to certain limitations imposed, please feel free to contact our firm. Thank you for your consideration and we look forward to our continued relationship. cc: Mr. Anthony S. Corbett 3 Very truly yours, McCALL, PARKHURST & HORTON L.L.P. www.mphlegal.com Exhibit "D" ISSUE PRICE CERTIFICATE The undersigned, on behalf of JPMorgan Chase Bank, NA (the "Purchaser"), hereby certifies as set forth below with respect to the purchase of the Unlimited Tax Refunding Bonds, Series 2020 (the "Bonds") issued by Trophy Club Municipal Utility District No. 1 (the "Issuer"). The Purchaser is purchasing the Bonds as the first buyer of the Bonds at a purchase price of $1,220,000. The Purchaser is not acting as an Underwriter with respect to the Bonds. The Purchaser has no present intention to sell, reoffer, or otherwise dispose of the Bonds (or any portion of the Bonds or any interest in the Bonds). The Purchaser is not acquiring the Bonds from the Issuer in consideration for the payment of property, other than money. For purposes of this Certificate, the term "Underwriter" means (1) (i) a person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to a person (including an individual, trust, estate, partnership, association, company, or corporation) that is not an Underwriter, or (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to a person (including an individual, trust, estate, partnership, association, company, or corporation) that is not an Underwriter (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public, as described in (i) above) and (2) any person who has more than 50 percent common ownership, directly or indirectly, with a person described in clause (1) of this paragraph. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Federal Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by McCall, Parkhurst & Horton L.L.P. in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. EXECUTED and DELIVERED as of this June 17, 2020. JPMORGAN CHASE BANK, NA, as Purchaser By: Name: Exhibit "E" SCHEDULES OF FINANCIAL ADVISOR [To be attached hereto] SAMCO Capital Bond SUMMARY OF BONDS REFUNDED Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Maturity Interest Par Call Call Date Rate Amount Date Price Unlimited Tax Bonds, Series 2010, 2010: SERIAL 09/01/2022 5.000% 100,000.00 09/01/2020 100.000 09/01/2023 5.000% 105,000.00 09/01/2020 100.000 09/01/2024 5.000% 110,000.00 09/01/2020 100.000 09/01/2025 4.000% 115,000.00 09/01/2020 100.000 TERM_27 09/01/2026 4.100% 115,000.00 09/01/2020 100.000 09/01/2027 4.100% 125,000.00 09/01/2020 100.000 TERM_29 09/01/2028 4.200% 130,000.00 09/01/2020 100.000 09/01/2029 4.200% 135,000.00 09/01/2020 100.000 TERM_31 09/01/2030 4.250% 140,000.00 09/01/2020 100.000 09/01/2031 4.250% 145,000.00 09/01/2020 100.000 1,220,000.00 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 1 SAMCO Capital ESCROW REQUIREMENTS Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Period Principal Ending Interest Redeemed Total 09/01/2020 26,716.25 1,220,000.00 1,246,716.25 26,716.25 1, 220,000.00 1, 246, 716.25 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 2 SAMCO Capital SOURCES AND USES OF FUNDS Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Dated Date 06/01/2020 Delivery Date 06/17/2020 Sources: Bond Proceeds: Par Amount Other Sources of Funds: Par -to -Par Cash Contribution l&S Cash Contribution Uses: 1,220,000.00 65,000.00 23,456.14 88,456.14 1,308,456.14 Refunding Escrow Deposits: Cash Deposit 1,246,716.25 Cost of Issuance: Other Cost of Issuance 61,739.89 1,308,456.14 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 3 SAMCO Capital Bond Component Bond Component: BOND PRICING Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Maturity Date Amount Rate Yield Price 09/01/2021 15,000 1.300% 1.300% 100.000 09/01/2022 115,000 1.300% 1.300% 100.000 09/01/2023 115,000 1.300% 1.300% 100.000 09/01/2024 120,000 1.300% 1.300% 100.000 09/01/2025 120,000 1.300% 1.300% 100.000 09/01/2026 115,000 1.300% 1.300% 100.000 09/01/2027 120,000 1.300% 1.300% 100.000 09/01/2028 125,000 1.300% 1.300% 100.000 09/01/2029 125,000 1.300% 1.300% 100.000 09/01/2030 125,000 1.300% 1.300% 100.000 09/01/2031 125,000 1.300% 1.300% 100.000 1,220,000 Dated Date 06/01/2020 Delivery Date 06/17/2020 First Coupon 09/01/2020 Par Amount 1,220,000.00 Original Issue Discount Production 1,220,000.00 100.000000% Underwriter's Discount Purchase Price 1,220,000.00 100.000000% Accrued Interest Net Proceeds 1,220,000.00 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 4 SAMCO Capital BOND DEBT SERVICE Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Dated Date 06/01/2020 Delivery Date 06/17/2020 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 09/01/2020 3,260.11 3,260.11 09/30/2020 3,260.11 03/01/2021 7,930.00 7,930.00 09/01/2021 15,000 1.300% 7,930.00 22,930.00 09/30/2021 30,860.00 03/01/2022 7,832.50 7,832.50 09/01/2022 115,000 1.300% 7,832.50 122,832.50 09/30/2022 130,665.00 03/01/2023 7,085.00 7,085.00 09/01/2023 115,000 1.300% 7,085.00 122,085.00 09/30/2023 129,170.00 03/01/2024 6,337.50 6,337.50 09/01/2024 120,000 1.300% 6,337.50 126,337.50 09/30/2024 132,675.00 03/01/2025 5,557.50 5,557.50 09/01/2025 120,000 1.300% 5,557.50 125,557.50 09/30/2025 131,115.00 03/01/2026 4,777.50 4,777.50 09/01/2026 115,000 1.300% 4,777.50 119,777.50 09/30/2026 124,555.00 03/01/2027 4,030.00 4,030.00 09/01/2027 120,000 1.300% 4,030.00 124,030.00 09/30/2027 128,060.00 03/01/2028 3,250.00 3,250.00 09/01/2028 125,000 1.300% 3,250.00 128,250.00 09/30/2028 131,500.00 03/01/2029 2,437.50 2,437.50 09/01/2029 125,000 1.300% 2,437.50 127,437.50 09/30/2029 129,875.00 03/01/2030 1,625.00 1,625.00 09/01/2030 125,000 1.300% 1,625.00 126,625.00 09/30/2030 128,250.00 03/01/2031 812.50 812.50 09/01/2031 125,000 1.300% 812.50 125,812.50 09/30/2031 126,625.00 1,220,000 106,610.11 1,326,610.11 1,326,610.11 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 5 SAMCO Capital SAVINGS Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Present Value Prior Prior Prior Refunding to 06/17/2020 Date Debt Service Receipts Net Cash Flow Debt Service Savings @ 1.3000798% 09/30/2020 26,716.25 23,456.14 3,260.11 3,260.11 -62.40 09/30/2021 53,432.50 53,432.50 30,860.00 22,572.50 22,342.83 09/30/2022 153,432.50 153,432.50 130,665.00 22,767.50 22,245.28 09/30/2023 153,432.50 153,432.50 129,170.00 24,262.50 23,382.11 09/30/2024 153,182.50 153,182.50 132,675.00 20,507.50 19,513.67 09/30/2025 152,682.50 152,682.50 131,115.00 21,567.50 20,241.32 09/30/2026 148,082.50 148,082.50 124,555.00 23,527.50 21,780.15 09/30/2027 153,367.50 153,367.50 128,060.00 25,307.50 23,111.51 09/30/2028 153,242.50 153,242.50 131,500.00 21,742.50 19,598.15 09/30/2029 152,782.50 152,782.50 129,875.00 22,907.50 20,368.75 09/30/2030 152,112.50 152,112.50 128,250.00 23,862.50 20,931.68 09/30/2031 151,162.50 151,162.50 126,625.00 24,537.50 21,233.79 1,603,628.75 23,456.14 PV of savings from cash flow Less: Prior funds on hand Net PV Savings 1,580,172.61 1,326,610.11 253,562.50 234,686.83 Savings Summary 234,686.83 -65,000.00 169,686.83 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 6 SAMCO Capital SUMMARY OF REFUNDING RESULTS Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Dated Date 06/01/2020 Delivery Date 06/17/2020 Arbitrage yield 1.300080% Escrow yield 0.000000% Value of Negative Arbitrage Bond Par Amount 1,220,000.00 True Interest Cost 1.291095% Net Interest Cost 1.300000% All -In TIC 2.122197% Average Coupon 1.300000% Average Life 6.722 Par amount of refunded bonds 1,220,000.00 Average coupon of refunded bonds 4.279960% Average life of refunded bonds 7.046 PV of prior debt to 06/17/2020 @ 1.300080% 1,478,142.97 Net PV Savings 169,686.83 Percentage savings of refunded bonds 13.908757% Percentage savings of refunding bonds 13.908757% May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 7 SAMCO Capital BOND SUMMARY STATISTICS Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid Dated Date 06/01/2020 Delivery Date 06/17/2020 First Coupon 09/01/2020 Last Maturity 09/01/2031 Arbitrage Yield 1.300080% True Interest Cost (TIC) 1.291095% Net Interest Cost (NIC) 1.300000% All -In TIC 2.122197% Average Coupon 1.300000% Average Life (years) 6.722 Weighted Average Maturity (years) 6.722 Duration of Issue (years) 6.412 Par Amount 1,220,000.00 Bond Proceeds 1,220,000.00 Total Interest 106, 610.11 Net Interest 106,610.11 Bond Years from Dated Date 8,200,777.78 Bond Years from Delivery Date 8,200,777.78 Total Debt Service 1,326,610.11 Maximum Annual Debt Service 132,675.00 Average Annual Debt Service 118,388.61 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Bond Component Par Average Average Value Price Coupon Life Bond Component 1,220,000.00 100.000 1.300% 6.722 1,220,000.00 6.722 May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 8 SAMCO Capital Par Value + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense - Other Amounts BOND SUMMARY STATISTICS Trophy Club MUD #1 Unlimited Tax Refunding Bonds, Series 2020 FINAL NUMBERS Non -Callable BOKF Bid TIC 1,220,000.00 All -In Arbitrage TIC Yield 1,220,000.00 1,220,000.00 -61,739.89 Target Value 1,220,000.00 1,158,260.11 1,220,000.00 Target Date 06/01/2020 06/17/2020 06/17/2020 Yield 1.291095% 2.122197% 1.300080% May 18, 2020 12:10 pm Prepared by ATF (s:\dbc\Trophy Club MUD #1:TCMUD_1-2020,2020) Page 9 DocuSign Envelope ID: 2513827F-9BA7-4FFF-8C47-D62BF35E8940 Form 8038-G Information Return for Tax -Exempt Governmental Bonds ► Under Internal Revenue Code section 149(e) See separate instructions. Caution: If the issue price is under$100,000, use Form 8038 -GC. P. Go to www.irs.gov/F8038G for instructions and the latest information. (Rev. September 2018) Department of the Treasury Internal Revenue Service Part 1 Reporting Authority 1 Issuer's name Trophy Club Municipal Utility District No. 1 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) None 4 Number and street (or P.O. box if mail is not delivered to street address) 100 Municipal Drive 6 City, town, or post office, state, and ZIP code Trophy Club, Texas 76262 8 Name of issue Unlimited Tax Refunding Bonds, Series 2020 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions) OMB No. 1545-0720 If Amended Return, check here ► ❑ 2 Issuer's employer identification number (EIN) 75-1502727 3b Telephone number of other person shown on 3a N/A Room/suite 5 Report number (For IRS Use Only) Steven Krolczyk, Finance Manager Part II 3 7 Date of issue 06/17/2020 9 CUSIP number None 10b Telephone number of officer or other employee shown on 10a Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education 12 Health and hospital 13 Transportation 14 Public safety 15 Environment (including sewage bonds) 16 Housing 17 Utilities 18 Other. Describe 10- 19a 19a If bonds are TANs or RANs, check only box 19a b If bonds are BANs, check only box 19b 20 If bonds are in the form of a lease or installment sale, check box Description of Bonds. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (c) Stated redemption (d) Weighted price at maturity average maturity ► ► ► (682) 831-4600 E 2d32609/01/2031 $ 1,220,000 $ 1,220,000 Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 23 Issue price of entire issue (enter amount from line 21, column (b)) 11 12 13 1,220,000 14 15 16 17 18 (e) Yield 6.72 years 1.3000 24 Proceeds used for bond issuance costs (including underwriters' discount) 25 Proceeds used for credit enhancement 26 Proceeds allocated to reasonably required reserve or replacement fund 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . 28 Proceeds used to refund prior taxable bonds. Complete Part V . . . 29 Total (add lines 24 through 28) 30 24 61,740 25 0 26 0 27 1,158, 260 28 0 22 0 23 1,220,000 29 1,220,000 0 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . 30 Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) 34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S ► 7.04 years ► N/A years 09/01/2020 04/15/2010 Form 8038-G (Rev. 9-2018) DocuSign Envelope ID: 2513827F-9BA7-4FFF-8C47-D62BF35E8940 Trophy Club Municipal Utility District No. 1 EIN: 75-1502727 Form 8038-G (Rev. 9-2018) Part VI Miscellaneous Page 2 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . 1 35 0 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC). See instructions 36a 0 b Enter the final maturity date of the GIC ► (MM/DD/YYYY) c Enter the name of the GIC provider 0- 37 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 37 0 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information: b Enter the date of the master pool bond ► (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond 10- d d Enter the name of the issuer of the master pool bond ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► ❑✓ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► 0 41a If the issuer has identified a hedge, check here ► 0 and enter the following information: b Name of hedge provider 0- c c Type of hedge 0- d d Term of hedge 0- 42 42 If the issuer has superintegrated the hedge, check box ► 0 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box ► 0 44 If the issuer has established written procedures to monitor the requirements of section 148, check box ► ❑✓ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► 0 and enter the amount of reimbursement ► b Enter the date the official intent was adopted ► (MM/DD/YYYY) Under penalties of perjury, I declar- that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, an ' complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to process this return, to the person that I have authorized above. Signature and Consent Signature of issuer's au{i prized p esentative Paid Printlfype preparer's name Preparer Stefano Taverna Firm's name 0 -McCall, Parkhurst & Horton L.L.P. Use Only Preparer's signature V Firm's address ► 717 N. Harwood, Suite 900, Dallas, TX 75201 06/17/2020 PArla ?1,/ o tdQ Date Type or print nani4and title Date 06/17/2020 Check 0 if self-employed PTIN P01067358 Firm's EIN ► 75-0799392 Phone no. 214-754-9200 Form 8038-G (Rev. 9-2018) MCLEAN & HOWARD, L.L.P. BARTON OAKS PLAZA, BUILDING II 901 SOUTH MOPAC EXPY., SUITE 225 AUSTIN, TEXAS 78746 (512) 328-2008 June 17, 2020 TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 $1,220,000 UNLIMITED TAX REFUNDING BONDS, SERIES 2020 WE HAVE ACTED AS BOND COUNSEL TO Trophy Club Municipal Utility District No. 1 (the "District") in connection with the issuance of the bonds described above (the "Bonds") for the sole purpose of rendering an opinion with respect to the legality and validity of the Bonds under the Constitution and laws of the State of Texas. We have not investigated or verified original proceedings, records, data or other material, but have relied solely upon the transcript of certified proceedings, certifications, and other documents described in the following paragraph. We have assumed no responsibility with respect to the financial condition of the District or the reporting or disclosure thereof in connection with the sale of the Bonds. We have relied solely on information and certifications furnished to us by the District with respect to the current outstanding indebtedness of, and assessed valuation of taxable property within, the District. IN OUR CAPACITY AS BOND COUNSEL, we have participated in the preparation of and have examined a transcript of certified proceedings pertaining to the Bonds which contains certified copies of certain proceedings of the Board of Directors of the District; an Order authorizing the Bonds adopted on May 18, 2020 (the "Order"); the "Private Placement Memorandum" dated April 23, 2020; the "Addendum to Private Placement Term Sheet" dated May 18, 2020; the "Escrow Agreement" dated May 18, 2020 between the District and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the "Escrow Agent"); the approving opinion of the Attorney General of the State of Texas; customary certificates of officers, agents, and representatives of the District, and other public officials; and other documents relating to the issuance of the Bonds. We have also examined certificates concerning the amount of the principal of and interest due on the obligations being refunded with the proceeds of the Bonds (the "Refunded Obligations"). We have also examined the executed initial bond T-1 of this issue. BASED ON SAID EXAMINATION, IT IS OUR OPINION that the District has been validly created and organized and that the transcript of certified proceedings evidences complete legal authority for the issuance of the Bonds in full compliance with the Constitution and laws of the State of Texas presently effective; that therefore the Bonds are valid and legally binding special obligations of the District, and all taxable property in the District is subject to the levy of ad valorem taxes to pay same, without legal limitation as to rate or amount. The Bonds are obligations solely of the District and are not the obligations of the State of Texas or any other political subdivision or agency. The District's obligations with respect to the Bonds are subject to limitation by applicable federal bankruptcy laws and other laws which may from time to time affect the rights of creditors of political subdivisions. Page 2 We express no opinion as to any federal, state or local tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of the Bonds. Our opinions are based on existing statutes, court decisions and other law, which is subject to change. Such opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in any statutes, case law or other law that may hereafter occur or become effective. Respectfully submitted, V\A. UX- MCLEAN & HOWARD, L.L.P. BARTON OAKS PLAZA, BUILDING II 901 SOUTH MOPAC EXPY., SUITE 225 AUSTIN, TEXAS 78746 (512) 328-2008 June 17, 2020 JPMorgan Chase Bank, NA 8111 Preston Road, 2nd Floor Dallas, Texas 75225 We have acted as Bond Counsel for Trophy Club Municipal Utility District No. 1 (the "District") in connection with the issuance of bonds (the "Bonds") by the District described as follows: TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 UNLIMITED TAX REFUNDING BONDS, SERIES 2020, dated as of June 1, 2020, in the aggregate principal amount of $1,220,000, bearing interest at the rates set forth in the Order authorizing the issuance of the bonds (the "Bond Order"), with such interest payable on September 1, 2020 and on each march 1 and September 1 thereafter until maturity or prior redemption, and maturing serially on September 1, 2031. In reference to our opinion relating to the legality and validity of the Bonds, you may rely upon such opinion to the same extent and as fully as if such opinion were addressed to you. Respectfully submitted, U_AA,-- Lr? K'cCALL PARKHURST & HORTON Focused on Public �_. Finance since 1919. ,71R June 17, 2020 We have acted as Special Tax Counsel in connection with the issuance and sale by the Trophy Club Municipal Utility District No. 1 (the "Issuer") of $1,220,000 aggregate principal amount of its Unlimited Tax Refunding Bonds, Series 2020 (the "Bonds"). In connection with the issuance of the Bonds, we have reviewed the following: (a) the Order of the Issuer authorizing the issuance and sale of the outstanding bonds refunded with the proceeds of the Bonds; (b) the Order of the Issuer authorizing the issuance and sale of the Bonds; (c) schedules prepared by, and representations of, SAMCO Capital Markets, Inc. and JPMorgan Chase Bank, NA with respect to the refunding of the outstanding bonds, including the issue price and yield of the Bonds; (d) the Federal Tax Certificate of the Issuer dated as of the date of this opinion; (e) the opinion of McLean & Howard, L.L.P. as Bond Counsel dated as of the date of this opinion; (f) covenants of the Issuer regarding the use of the facilities refinanced with the proceeds of the Bonds and the use and investment of the proceeds of the Bonds and other funds of the Issuer; and (g) such other documents as we deem relevant and necessary in rendering this opinion. IN OUR OPINION, except as discussed below, the interest on the Bonds is excludable from the gross income of the owners for federal income tax purposes under the statutes, regulations, published rulings, and court decisions existing on the date of this opinion. We are further of the opinion that the Bonds are not "specified private activity bonds" and that accordingly, interest on the Bonds will not be included as an individual alternative minimum tax preference item under section 57(a)(5) of the Internal Revenue Code of 1986 (the "Code"). IN RENDERING THIS OPINION, we have relied upon the opinion of McLean & Howard, L.L.P. referred to in subparagraph (f) above for authority that the Bonds are validly issued under applicable state and local laws and are payable from the proceeds of ad valorem taxes levied, without legal limit as to rate or amounts, on all taxable property located within the Issuer; and the representations, opinion, certificate and covenants referred to in subparagraphs (c), (d), (e) and (f) above. We call your attention to the fact that failure by the Issuer to comply with the covenants referred to in subparagraph (f) may cause the interest on the Bonds to become includable in gross income retroactively to the date of issuance of the Bonds. 600 Congress Ave. Suite 1800 Austin, Texas 78701 T 512.479.3905 F 512.472.0871 717 North Harwood Suite 900 Dallas, Texas 75201 T 214.754.9200 F 214.754.9250 Two Allen Center 1200 Smith Street, Suite 1550 Houston, Texas 77002 T 713.980.0500 F 713.980.0510 700 N. St. Mary's Street Suite 1525 San Antonio, Texas 78205 T 210.225.2800 F 210.225.2984 www.mphlegal.com M EXCEPT AS STATED ABOVE, we express no opinion as to any other federal, state or local tax consequences of acquiring, carrying, owning or disposing of the Bonds. Respectfully yours, 2 .1„A,, «e www.mphlegal.com McCALL Focused on Public Finance since 1919. PARKHURST & HORTON Aker June 17, 2020 JPMorgan Chase Bank, NA 8181 Communications Pkwy Building B, Floor 6 Plano, Texas 75024 Re: Trophy Club Municipal Utility District No. 1 Unlimited Tax Refunding Bonds, Series 2020 Ladies and Gentlemen: We have acted as Special Tax Counsel for the issuance of the captioned bonds (the "Bonds"). In that capacity we have reviewed the pertinent provisions of the Internal Revenue Code (the "Code"), the regulations, rulings and other authorities published in connection therewith and a transcript of certified proceedings of the Trophy Club Municipal Utility District No. 1 (the "Issuer") for purposes of rendering our opinion regarding the exemption afforded interest payable on the Bonds under the Code. This letter is to advise you that, as purchaser of the Bonds, you may rely on our opinion with respect to the Bonds as if our opinion were addressed to you. This letter is solely for your information and it is not to be used, circulated, quoted or otherwise referred to, nor is it to be filed with any person or referred to, in whole or in part, in any other document without expressed, written authorization. 600 Congress Ave. Suite 1800 Austin, Texas 78701 T 512.478.3805 F 512.472.0871 717 North Harwood Suite 900 Dallas, Texas 75201 T 214.754.9200 F 214.754.9250 Very truly yours, Vl ejt f hwf431ue Two Allen Center 1200 Smith Street, Suite 1550 Houston, Texas 77002 T 713.980.0500 F 713.980.0510 700 N. St. Mary's Street Suite 1525 San Antonia, Texas 78205 T 210.225.2800 E 210.225.2984 www.mphlegal.com