notice of teleconference meeting city ......2020/06/22 · no items were requested. mayor...

Honorable John-Mark Caldwell, Mayor

Honorable Steven Deffibaugh, Mayor Pro Tempore, Place 5

David Kleiber, Councilmember, Place 1

Mike Robertson, Councilmember, Place 2

Nikki Krum, Councilmember, Place 3

Richard Sheehan, Councilmember, Place 4

CALL TO ORDER

ROLL CALL John - Mark Caldwell

Steven DeffibaughDavid KleiberMike RobertsonNikki KrumRichard Sheehan

INVOCATION

CITIZEN APPEARANCE Citizens are allowed 3 minutes to speak. The Council is unable to respond to or discuss any issues

that are brought up during this section that are not on the agenda, other than to make statements ofspecific factual information in response to a citizen’s inquiry or to recite existing policy inresponse to the inquiry.

CONSENT AGENDA Consent Agenda: All consent agenda items listed are considered to be routine by the City Council

and will be enacted by one motion. There will be no separate discussion of these items unless aCouncilmember so requests, in which event the item will be removed from the Consent Agendaand considered in its normal sequence on the agenda.

Minutes Discussion and possible action regarding the minutes of the June 8, 2020Regular Teleconference City Council Meeting.

REGULAR AGENDA2020- Ordinance 2020-06-22 (Arcadia Farms PID)

NOTICE OF TELECONFERENCE MEETING CITY COUNCIL MEETING AND AGENDATHE CITY OF PRINCETON, TEXAS

June 22, 2020

The City Council of the City of Princeton will meet in Teleconference Meeting Session on June 22,2020 at 6:30 PM to discuss the following

CC Minutes 06-08-20.doc

1

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/622248/CC_Minutes_06-08-20.pdf

083 Consider and act on Ordinance, 2020-06-22, authorizing the issuance of the "City of Princeton,Texas, Special Assessment Revenue Bonds, Series 2020 (Arcadia Farms Public ImprovementDistrict Phases 3 and 4 Project)"; approving and authorizing an indenture of trust, a bondpurchase agreement, a continuing disclosure agreement and other agreements and documents inconnection therewith; making findings with respect to the issuance of such bonds; and providingan effective date.

2020-084

Ordinance 2020-06-22-01 (Winchester PID)

Consider and act on Ordinance, 2020-06-22-01, authorizing the issuance of the "City ofPrinceton, Texas, Special Assessment Revenue Bonds, Series 2020 (Winchester PublicImprovement District Phase 1 and 2 Project)"; approving and authorizing an indenture of trust, abond purchase agreement, a continuing disclosure agreement and other agreements anddocuments in connection therewith; making findings with respect to the issuance of such bonds;and providing an effective date.

2020-085

Resolution 2020-06-22-R (Arial Apparatus) Discussion and possible action regarding Resolution, 2020-06-22-R, the purchase andfinance of an Areial Apparatus for the City of Princeton Fire Department.

2020-086

Resolution 2020-06-22-R-01 (Property Tax Calculations)

Discussion and action on Resolution, 2020-06-22-R-01, directing that the property tax ratecalculations affecting the City’s FY2020-2021 budget shall be conducted in the manner of aspecial taxing unit under Texas Tax Code disaster provisions, and designating the City Managerto accomplish same.

2020-087

FP20171413 Final Plat Discussion and possible action regarding a request from Harper Springs Homes, LLCfor final plat approval of a 20.443 acre tract of land situated in theSarah D. Terry Survey, Abstract No. 890, City of Princeton, Collin County, Texas.

2020-088

FP20191239 Final Plat Discussion and possible action regarding a request from Meritage Homes of Texas,LLC for final plat approval of Brookside Phase 2 a 19.542 acre tract of land situated inthe Hardin Wright Survey, Abstract No. 957, City of Princeton, Collin County, Texas.

2020-089

Future Agenda Items Possible action to approve request for items to be placed on a future agenda and NOTfor discussion of these requests.

REPORT AGENDA - CITY MANAGER 1) Next City Council Meeting, Monday, July 13, 2020.

CC REPORT AGENDA City Council reports about items of community interest regarding which no action will be taken.

2020-06-22 Bond Ordinance (Arcadia Farms).pdf

2020-06-22-01 Bond Ordinance (Winchester).pdf

Resolution Authorizing the Purchase of an Arial Apparatus for the Fire D....pdf

Resolution 2020-06-22-R-01 Directing Disaster Tax Calculations.doc

FP20171413 Council Recommendation.pdf

FP20191239 Council Recommendation.pdf

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https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/621704/2020-06-22_Bond_Ordinance__Arcadia_Farms_.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/621707/2020-06-22-01_Bond_Ordinance__Winchester_.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/621676/Resolution_Authorizing_the_Purchase_of_an_Arial_Apparatus_for_the_Fire_D....pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/622624/Resolution_2020-06-22-R-01_Directing_Disaster_Tax_Calculations.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/622498/FP20171413_Council_Recommendation.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/622504/FP20191239_Council_Recommendation.pdf

ADJOURNMENT

CERTIFICATE I hereby certify the above Notice of Meeting was posted at the Princeton City Hall @ ______________ and copiesthereof were delivered to the Mayor, Mayor Pro-Tempore and Councilmembers. ________________________________ Tabatha Monk, City Secretary

STATEMENT FOR ADA COMPLIANCE The City of Princeton acknowledges its responsibility to comply with the Americans with Disabilities Act of 1990.Thus, in order to assist individuals with disabilities who require special services (i.e., sign interpretation services,alternative audio/visual devices, and amanuenses) for participation in or access to the City of Princeton sponsoredpublic programs, services and/or meetings, the City requests the individuals make requests for these services forty-eight (48) hours ahead of the scheduled program, service and/or meeting. To make arrangements, contact TabathaMonk, City Secretary, or other designated official at 972-734-2416. The City Council reserves the right to consultin executive session with its attorney and to receive legal advice regarding any item listed on this agenda pursuant toSection 551.071(b).

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Minutes

The City of Princeton

Teleconference City Council Meeting of June 8, 2020

The City Council of the City of Princeton, Texas, met in Regular Session via

teleconference on June 8, 2020 at 6:30 p.m.

The following Councilmembers were present: Councilmember Mike Robertson,

Councilmember Nikki Krum Councilmember Richard Sheehan and Mayor Pro-Tempore

Steve Deffibaugh.

The following Councilmembers were absent: Councilmember David Kleiber. Mayor

John – Mark Caldwell was absent.

The following Staff Members were present: City Manager Derek Borg, Assistant City

Manager Lesia Gronemeier, City Secretary Tabatha Monk, Director of Development

Services Shawn Fort, Director of Finance Carron Prigmore, Police Chief Mark Moyle,

Fire Chief Tom Harvey, Director of Public Works Tommy Mapp, Parks and Rec Director

Chase Bryant and Marketing Manager Debbie Cooke.

Mayor Pro-Tempore Deffibaugh called the City Council Meeting to order at 6:30

p.m.

Mayor Pro-Tempore Deffibaugh called roll, present were Councilmembers Mike

Robertson, Nikki Krum, Richard Sheehan and Steve Deffibaugh.

Mayor Pro-Tempore Steve Deffibaugh, led the invocation.

Mayor Pro-Tempore Deffibaugh announced Citizen Appearance: Nancy Dorty 2715

Cedar Park Princeton, TX 75407 spoke under this item.

Mayor Pro-Tempore Deffibaugh announced the Consent Agenda: All consent

agenda items listed are considered to be routine by the City Council and will be enacted

by one motion. There will be no separate discussion of these items unless a

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Councilmember so request, in which event the item will be removed from the Consent

Agenda and considered in its normal sequence on the agenda. Items on the Consent

Agenda were: Discussion and possible action regarding the minutes of the May 26,

2020 Teleconference City Council Meeting; Discussion and possible action regarding

the minutes of the June 1, 2020 Teleconference City Council Meeting; Discussion and

possible action regarding Discussion and possible action regarding Resolution, CD

2020-06-01-R, 380 Corners Beautification Project approved by the Princeton

Community Development Corporation. Councilmember Robertson made a motion to

approve the Consent Agenda. Councilmember Krum seconded the motion to

approve. The motion carried unanimously.

Mayor Pro-Tempore Deffibaugh then announced the first item under the Regular

Agenda: (2020-073): Conduct a Public Hearing on Proposed Assessments for Phase 2

of Winchester Public Improvement District.

Mayor Pro-Tempore Deffibaugh opened the public hearing at 6:36 p.m.

Mayor Pro-Tempore Deffibaugh closed the public hearing at 6:37 p.m.

Mayor Pro-Tempore Deffibaugh then announced the second item under the

Regular Agenda: (2020-074): Consider and act on an Ordinance, 2020-06-08, levying

assessments for the costs of certain improvements to be provided in Phase 2 of the

Winchester Public Improvement District; fixing a charge and lien against all properties

within phase 2 of the district and the owners thereof; providing for the manner and

method of collection of such assessments; making a finding of special benefit to

property in phase 2 of the district; approving an amended and restated service and

assessment plan; providing a severability clause; and providing an effective date.”

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Councilmember Robertson made a motion to approve this item. Councilmember

Krum seconded the motion. The motion carried unanimously.

Mayor Caldwell then announced the third item under the Regular Agenda:

(2020-075) “Consider and act on a Resolution, 2020-06-08-R-1 approving the form and

authorizing the distribution of a preliminary limited offering memorandum for "City of

Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Winchester Public

Improvement District Phase 1 and 2 Project)." Councilmember Krum made a motion to

approve this item. Councilmember Robertson seconded the motion. The motion

carried unanimously.

Mayor Pro-Tempore Deffibaugh then announced that the City Council would be

convening into Executive Session at 6:40 p.m. and reconvened to Regular Session at

7:08 p.m.

Mayor Pro-Tempore Deffibaugh then announced action pertaining to Executive

Session. Mayor Pro-Tempore Deffibaugh made the following motion, “I move to

authorize and direct the City Manager and our City Attorney to negotiate definitive

agreements, including a settlement agreement and an amendment to our current

Amendatory Contract with the North Texas Municipal Water District, to be

presented to this Council at a later date for the final approval, as discussed in

Closed Session.” Councilmember Krum seconded the motion. The motion carried

unanimously.

Mayor Pro-Tempore Deffibaugh then announced the fourth item under the Regular

Agenda: (2020-076): Discussion and possible action regarding Resolution 2020-06-08-

R-2, authorizing IPO#95A for Engineering and Design of the water lines servicing the

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future South Elevated Storage Tank. Councilmember Robertson made a motion to

approve this item. Councilmember Sheehan seconded the motion. The motion

carried unanimously.

Mayor Pro-Tempore Deffibaugh then announced the fifth item under the Regular

Agenda:(2020-077)“Discussion and possible action regarding Resolution,2020-06-08-R

authorizing the submittal of a grant to Collin County for the construction of Municipal

Park Trails.” Councilmember Krum made a motion to approve this item.

Councilmember Robertson seconded the motion. The motion carried unanimously.

Mayor Pro-Tempore Deffibaugh then announced the sixth item under the Regular

Agenda: (2020-078)” Discussion and possible action regarding the Chapter 380

Development Program and Agreement between the City of Princeton, IC-SB Princeton

Land Partners, L.P. and Comsor Corp.” Councilmember Krum made a motion to

approve this item. Councilmember Robertson seconded the motion to approve.

The motion carried unanimously. Mayor Pro-Tempore Deffibaugh then announced the seventh item under the

Regular Agenda: (2020-079) “Discussion and possible action regarding Additional

Services Request (ASR) #1 from Perkins & Will for the City of Princeton New Municipal

Center.” Councilmember Robertson made a motion to approve this item.

Councilmember Krum seconded the motion to approve. The motion carried

unanimously.

Mayor Pro-Tempore Deffibaugh then announced the eighth item under the Regular

Agenda: (2020-080) “Discussion and possible action regarding an update of the

COVID-19 expenditures to date and projections and of the CARES Act monies as

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requested by Mayor Caldwell.” Mayor Pro-Tempore Deffibaugh made a motion to

approve the listing of expenses. Councilmember Robertson seconded the motion

to approve. The motion carried unanimously.

Mayor Pro-Tempore Deffibaugh then announced the ninth item under the Regular

Agenda: (2020-081) “Consideration and action regarding authorizing the City Manager

to finalize terms and execute an agreement for design-build services for the

construction of Fire Station #3 based on the proposal from Crossland Construction

Company, Inc. and PGAL, to provide for a service fee of 11.65% and subject to

approval for legal from.” Councilmember Robertson made a motion to approve this

item. Councilmember Krum seconded the motion to approve. The motion carried

unanimously.

Mayor Pro-Tempore Deffibaugh then announced the tenth item under the Regular

Agenda: (2020-082): “Possible action to approve request for items to be placed on a

future agenda and NOT for discussion of these requests.” No items were requested.

Mayor Pro-Tempore Deffibaugh then announced the Report Agenda: City

Manager: Derek Borg spoke on the following items: Next City Council Meeting,

Monday, June 22, 2020; Update on Fire Station 2; Library – Curb Side Service.

City Council reports about items of community interest regarding which no action will

be taken: No one had any items to discuss.

Mayor Pro-Tempore Deffibaugh adjourned the meeting at 8:09 p.m.

____________________________ ATTEST:Steve Deffibaugh, DateMayor Pro-Tempore

_____________________________________Tabatha Monk, City Secretary Date

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CERTIFICATE FOR ORDINANCE

THE STATE OF TEXAS § COLLIN COUNTY § CITY OF PRINCETON §

We, the undersigned officers of the City of Princeton (the "City"), hereby certify as follows:

1. The Council convened in a regular meeting on June 22, 2020, at the regular designated meeting place, and the roll was called of the duly constituted officers and members of said Council, to wit:

John-Mark Caldwell, Mayor Steve Deffibaugh, Mayor Pro Tem David Kleiber, Councilmember Nikki Krum, Councilmember Mike Robertson, Councilmember Richard Sheehan, Councilmember and all of said persons were present, except , thus constituting a quorum. Whereupon, among other business the following was transacted at said meeting: a written Ordinance entitled

AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF PRINCETON, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (ARCADIA FARMS PUBLIC IMPROVEMENT DISTRICT PHASES 3 AND 4 PROJECT)"; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE

was duly introduced for the consideration of said Council. It was then duly moved and seconded that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage of said Ordinance, prevailed and carried, with all members of said Council shown present above voting "Aye," except as noted below:

NAYS: ABSTENTIONS:

2. A true, full, and correct copy of the aforesaid Ordinance passed at the meeting described in the above and foregoing paragraph is attached to and follows this Certificate; said Ordinance has been duly recorded in said Council's minutes of said meeting; the above and foregoing paragraph is a true, full, and correct excerpt from said Council's minutes of said meeting pertaining to the passage of said Ordinance; the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said Council as indicated therein; that each of the officers and members of said Council was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the aforesaid meeting, and that said Ordinance would be introduced 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 the Texas Government Code, Chapter 551.

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Certificate for Ordinance Authorizing the Issuance of City of Princeton, Texas Special Assessment Revenue Bonds, Series 2020

(Arcadia Farms Public Improvement District Phases 3 and 4 Project)

3. The City Council has approved and hereby approves the Ordinance; and the Mayor and City Secretary hereby declare that their signing of this certificate shall constitute the signing of the attached and following copy of said Ordinance for all purposes.

SIGNED AND SEALED ON JUNE 22, 2020.

Tabatha Monk City Secretary

John-Mark Caldwell Mayor

(CITY SEAL)

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ORDINANCE NO. 2020-[_______________]

AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF PRINCETON, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (ARCADIA FARMS PUBLIC IMPROVEMENT DISTRICT PHASES 3 AND 4 PROJECT)"; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE

WHEREAS, the City of Princeton, Texas (the "City"), pursuant to and in accordance with the terms, provisions and requirements of the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, has previously established the "Arcadia Farms Public Improvement District" (the "District"); and

WHEREAS, pursuant to the PID Act, the City Council of the City (the "Council") published notice of the assessment hearing in a newspaper of general circulation in the City, and opened the public hearing on May 11, 2020 regarding the levy of special assessments within the District and continued the public hearing to May 26, 2020 and on May 26, 2020, the Council adopted Ordinance No. 2020-05-26 levying special assessments against property within the District (the "Assessment Ordinance"); and

WHEREAS, in the Assessment Ordinance, the Council approved and accepted the Service and Assessment Plan (as defined and described in the Assessment Ordinance, the "SAP") relating to the District and levied the Assessments (as defined in the SAP, the "Assessments") against the Assessment Roll (as defined and described in the SAP, the "Assessment Roll"). Capitalized terms used in this preamble and not otherwise defined shall have the meaning assigned thereto in the Service and Assessment Plan; and

WHEREAS, the Council has found and determined that it is in the best interests of the City to issue its bonds to be designated "City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Arcadia Farms Public Improvement District Phases 3 and 4 Project)" (the "Bonds"), such Bonds to be payable from and secured by the Pledged Revenues, as defined in the Indenture (defined below); and

WHEREAS, the City is authorized by the PID Act to issue the Bonds for the purpose of (i) paying or reimbursing for all or a portion of the costs of the Phases 3 and 4 Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District, and (iv) paying the costs of issuance of the Bonds; and

WHEREAS, the Council has found and determined to approve (i) the issuance of the Bonds to reimburse for Phases 3 and 4 Improvements constructed in the District, (ii) the form, terms and provisions of an indenture of trust securing the Bonds authorized hereby, (iii) the form, terms and provisions of a Bond Purchase Agreement (defined below) between the City and the underwriter of the Bonds, (iv) a Limited Offering Memorandum (defined below) and (v) a Continuing Disclosure Agreement (defined below); and

WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended;

NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PRINCETON, TEXAS, THAT:

Section 1. Findings. The findings and determinations set forth in the preamble hereof are hereby incorporated by reference for all purposes as if set forth in full herein.

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Section 2. Approval of Issuance of Bonds and Indenture of Trust.

(a) The issuance of the Bonds in the principal amount of $[2,837,000] for the purpose of (i) paying or reimbursing for all or a portion of the Phases 3 and 4 Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District, and (iv) paying the costs of issuance of the Bonds, is hereby authorized and approved.

(b) The Bonds shall be issued and secured under that certain Indenture of Trust (the "Indenture"), dated as of July 1, 2020, between the City and Regions Bank, as trustee (the "Trustee"), with such changes as may be necessary or desirable to carry out the intent of this Ordinance and as approved by the Mayor or Mayor Pro Tem of the City, such approval to be evidenced by the execution and delivery of the Indenture, which Indenture is hereby approved in substantially final form attached hereto as Exhibit A and incorporated herein as a part hereof for all purposes. The Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute the Indenture and the City Secretary is hereby authorized and directed to attest such signature of the Mayor or Mayor Pro Tem.

(c) The Bonds shall be dated, shall mature on the date or dates and in the principal amount or amounts, shall bear interest, shall be subject to redemption and shall have such other terms and provisions as set forth in the Indenture. The Bonds shall be in substantially the form set forth in the Indenture, with such insertions, omissions and modifications as may be required to conform the form of Bond to the actual terms of the Bonds. The Bonds shall be payable from and secured by the Pledged Revenues and other assets of the Trust Estate (as defined in the Indenture) pledged to the Bonds, and shall never be payable from ad valorem taxes or any other funds or revenues of the City.

Section 3. Sale of Bonds; Approval of Bond Purchase Agreement. The Bonds shall be sold to FMSbonds, Inc. (the "Underwriter") at the price and on the terms and provisions set forth in that certain Bond Purchase Agreement (the "Bond Purchase Agreement"), dated the date hereof, between the City and the Underwriter, attached hereto as Exhibit B and incorporated herein as a part hereof for all purposes, which terms of sale are declared to be in the best interest of the City. The form, terms and provisions of the Bond Purchase Agreement are hereby authorized and approved and the Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute and deliver the Bond Purchase Agreement. The Mayor's or Mayor Pro Tem's signature on the Bond Purchase Agreement may be attested by the City Secretary.

Section 4. Limited Offering Memorandum. The form and substance of the final Limited Offering Memorandum for the Bonds and any addenda, supplement or amendment thereto (the "Limited Offering Memorandum") presented to and considered at the meeting at which this Ordinance is considered are hereby in all respects approved and adopted. The Limited Offering Memorandum, with such appropriate variations as shall be approved by the Mayor or Mayor Pro Tem of the City and the Underwriter, may be used by the Underwriter in the offering and sale of the Bonds. The City Secretary is hereby authorized and directed to include and maintain a copy of the Preliminary Limited Offering Memorandum and Limited Offering Memorandum and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The Preliminary Limited Offering Memorandum is deemed final, within the meaning of Rule 15c2-12 issued by the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as of its date, except for the omission of information specified in Section (b)(1) of Rule 15c2-12, as permitted by Section (b)(1) of Rule 15c2-12. The City hereby approves the distribution of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum in the reoffering of the Bonds by the Underwriter, and the use and distribution of the Preliminary Limited Offering Memorandum in the offering of the Bonds is hereby ratified, approved and confirmed.

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Notwithstanding the approval and delivery of such Preliminary Limited Offering Memorandum and Limited Offering Memorandum by the Council, the Council is not responsible for and proclaims no specific knowledge of the information contained in the Preliminary Limited Offering Memorandum and Limited Offering Memorandum pertaining to the Developer or its financial ability, any builders, any landowners, or the appraisal of the property in the District.

Section 5. Continuing Disclosure Agreement. The Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") between the City and HTS Continuing Disclosure Services, a Division of Hilltop Securities Inc. is hereby authorized and approved in substantially final form attached hereto as Exhibit C and incorporated herein as a part hereof for all purposes and the Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute and deliver such Continuing Disclosure Agreement with such changes as may be required to carry out the purpose of this Ordinance and approved by the Mayor or Mayor Pro Tem, such approval to be evidenced by the execution thereof.

Section 6. Additional Actions. The Mayor, the Mayor Pro Tem, the City Manager and the City Secretary are hereby authorized and directed to take any and all actions on behalf of the City necessary or desirable to carry out the intent and purposes of this Ordinance and to issue the Bonds in accordance with the terms of this Ordinance. The Mayor, the Mayor Pro Tem, the City Manager and the City Secretary are hereby authorized and directed to execute and deliver any and all certificates, agreements, notices, instruction letters, requisitions, and other documents which may be necessary or advisable in connection with the sale, issuance and delivery of the Bonds and the carrying out of the purposes and intent of this Ordinance.

Section 7. Severability. If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance.

Section 8. Effective Date. This Ordinance is passed on one reading as authorized by Texas Government Code, Section 1201.028, and shall be effective immediately upon its passage and adoption.

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A-1

EXHIBIT A

INDENTURE OF TRUST

See attached

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INDENTURE OF TRUST

By and Between

CITY OF PRINCETON, TEXAS

and

REGIONS BANK as Trustee

DATED AS OF JULY 1, 2020

SECURING

$2,837,000

CITY OF PRINCETON, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020

(ARCADIA FARMS PUBLIC IMPROVEMENT DISTRICT PHASES 3 and 4 PROJECT)

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TABLE OF CONTENTS

Page ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION ...................................... 4

Section 1.1. Definitions........................................................................................................... 4 Section 1.2. Findings............................................................................................................. 12 Section 1.3. Table of Contents, Titles and Headings. ........................................................... 12 Section 1.4. Interpretation. .................................................................................................... 12

ARTICLE II THE BONDS ......................................................................................................... 12

Section 2.1. Security for the Bonds. ..................................................................................... 12 Section 2.2. Limited Obligations. ......................................................................................... 13 Section 2.3. Authorization for Indenture. ............................................................................. 13 Section 2.4. Contract with Owners and Trustee. .................................................................. 13

ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS ................................................................................................................................ 13

Section 3.1. Authorization. ................................................................................................... 13 Section 3.2. Date, Denomination, Maturities, Numbers and Interest. .................................. 14 Section 3.3. Conditions Precedent to Delivery of Bonds...................................................... 14 Section 3.4. Medium, Method and Place of Payment. .......................................................... 15 Section 3.5. Execution and Registration of Bonds. .............................................................. 15 Section 3.6. Ownership. ........................................................................................................ 16 Section 3.7. Registration, Transfer and Exchange. ............................................................... 16 Section 3.8. Cancellation. ..................................................................................................... 17 Section 3.9. Temporary Bonds.............................................................................................. 18 Section 3.10. Replacement Bonds. ......................................................................................... 18 Section 3.11. Book-Entry Only System. ................................................................................. 19 Section 3.12. Successor Securities Depository: Transfer Outside Book-Entry-Only System.20 Section 3.13. Payments to Cede & Co. ................................................................................... 20

ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY ........................................ 20

Section 4.1. Limitation on Redemption ................................................................................ 20 Section 4.2. Mandatory Sinking Fund Redemption .............................................................. 20 Section 4.3. Optional Redemption ........................................................................................ 21 Section 4.4. Extraordinary Optional Redemption ................................................................. 22 Section 4.5. Partial Redemption............................................................................................ 22 Section 4.6. Notice of Redemption to Owners. .................................................................... 23 Section 4.7. Payment Upon Redemption .............................................................................. 23 Section 4.8. Effect of Redemption ........................................................................................ 23

ARTICLE V FORM OF THE BONDS ..................................................................................... 24

Section 5.1. Form Generally ................................................................................................. 24 Section 5.2. Form of the Bonds. ........................................................................................... 24 Section 5.3. CUSIP Registration ........................................................................................... 31

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Section 5.4. Legal Opinion. .................................................................................................. 31

ARTICLE VI FUNDS AND ACCOUNTS ................................................................................ 31

Section 6.1. Establishment of Funds and Accounts .............................................................. 31 Section 6.2. Initial Deposits to Funds and Accounts ............................................................ 32 Section 6.3. Pledged Revenue Fund ..................................................................................... 33 Section 6.4. Bond Fund ......................................................................................................... 34 Section 6.5. Project Fund ...................................................................................................... 34 Section 6.6. Redemption Fund .............................................................................................. 35 Section 6.7. Reserve Fund .................................................................................................... 36 Section 6.8. Rebate Fund: Rebatable Arbitrage .................................................................... 38 Section 6.9. Administrative Fund. ........................................................................................ 38 Section 6.10. Investment of Funds .......................................................................................... 38 Section 6.11. Security of Funds .............................................................................................. 42

ARTICLE VII COVENANTS .................................................................................................... 40

Section 7.1. Confirmation of Assessments. .......................................................................... 40 Section 7.2. Collection and Enforcement of Assessments. ................................................... 40 Section 7.3. Against Encumbrances...................................................................................... 41 Section 7.4. Records, Accounts, Accounting Reports. ......................................................... 41 Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds. ............................ 41

ARTICLE VIII LIABILITY OF CITY........................................................................................ 44

Section 8.1. Liability of City................................................................................................. 44

ARTICLE IX THE TRUSTEE .................................................................................................. 45

Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent. ......................... 45 Section 9.2. Trustee Entitled to Indemnity. .......................................................................... 45 Section 9.3. Responsibilities of the Trustee. ......................................................................... 46 Section 9.4. Property Held in Trust. ..................................................................................... 47 Section 9.5. Trustee Protected in Relying on Certain Documents. ....................................... 47 Section 9.6. Compensation. .................................................................................................. 47 Section 9.7. Permitted Acts. .................................................................................................. 48 Section 9.8. Resignation of Trustee. ..................................................................................... 48 Section 9.9. Removal of Trustee. .......................................................................................... 48 Section 9.10. Successor Trustee.............................................................................................. 48 Section 9.11. Transfer of Rights and Property to Successor Trustee...................................... 49 Section 9.12. Merger, Conversion or Consolidation of Trustee. ............................................ 50 Section 9.13. Trustee To File Continuation Statements. ........................................................ 50 Section 9.14. Accounts, Periodic Reports and Certificates. ................................................... 50 Section 9.15. Construction of Indenture. ................................................................................ 50

ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE ...................... 51

Section 10.1. Amendments Permitted. .................................................................................... 51 Section 10.2. Owners' Meetings. ............................................................................................ 51 Section 10.3. Procedure for Amendment with Written Consent of Owners. .......................... 52 Section 10.4. Procedure for Amendment Not Requiring Owner Consent. ............................. 52

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Section 10.5. Effect of Supplemental Indenture. .................................................................... 53 Section 10.6. Endorsement or Replacement of Bonds Issued After Amendments. ................ 53 Section 10.7. Amendatory Endorsement of Bonds. ............................................................... 53 Section 10.8. Waiver of Default. ............................................................................................ 53 Section 10.9. Execution of Supplemental Indenture. .............................................................. 53

ARTICLE XI DEFAULT AND REMEDIES............................................................................ 54

Section 11.1. Events of Default. ............................................................................................. 54 Section 11.2. Immediate Remedies for Default. ..................................................................... 54 Section 11.3. Restriction on Owner's Action. ......................................................................... 55 Section 11.4. Application of Revenues and Other Moneys After Default. ............................. 56 Section 11.5. Effect of Waiver. ............................................................................................... 57 Section 11.6. Evidence of Ownership of Bonds. .................................................................... 57 Section 11.7. No Acceleration. ............................................................................................... 57 Section 11.8. Mailing of Notice. ............................................................................................. 58 Section 11.9. Exclusion of Bonds. .......................................................................................... 58

ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS ................................ 58

Section 12.1. Representations as to Pledged Revenues. ......................................................... 58 Section 12.2. General. ............................................................................................................. 58

ARTICLE XIII SPECIAL COVENANTS .................................................................................. 59

Section 13.1. Further Assurances; Due Performance. ............................................................ 59 Section 13.2. Other Obligations or Other Liens; Refunding Bonds ....................................... 59 Section 13.3. Books of Record. .............................................................................................. 60

ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THE INDENTURE ................................................................................................................. 60

Section 14.1. Trust Irrevocable. .............................................................................................. 60 Section 14.2. Satisfaction of Indenture. .................................................................................. 60 Section 14.3. Bonds Deemed Paid. ......................................................................................... 60

ARTICLE XV MISCELLANEOUS........................................................................................... 61

Section 15.1. Benefits of Indenture Limited to Parties. .......................................................... 61 Section 15.2. Successor is Deemed Included in All References to Predecessor. ................... 61 Section 15.3. Execution of Documents and Proof of Ownership by Owners. ........................ 62 Section 15.4. No Waiver of Personal Liability. ...................................................................... 62 Section 15.5. Notices to and Demands on City and Trustee. .................................................. 62 Section 15.6. Partial Invalidity................................................................................................ 63 Section 15.7. Applicable Laws. .............................................................................................. 63 Section 15.8. Payment on Business Day. ................................................................................ 63 Section 15.9. Counterparts. ..................................................................................................... 64 Section 15.10 No Boycott of Israel; No Terrorist Organization…………………………….. 64

EXHIBIT A CERTIFICATE FOR PAYMENT

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INDENTURE OF TRUST

THIS INDENTURE, dated as of July 1, 2020, is by and between the CITY OF PRINCETON, TEXAS (the "City"), and Regions Bank, as trustee (together with any successors, the "Trustee"). Capitalized terms used in the preambles, recitals and granting clauses and not otherwise defined shall have the meanings assigned thereto in Article I. WHEREAS, a petition was submitted and filed with the City Secretary of the City (the "City Secretary") pursuant to the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "Act" or "PID Act"), requesting the creation of a public improvement district located within the corporate limits of the City to be known as Arcadia Farms Public Improvement District (the "District" or "PID"); and WHEREAS, the petition contained the signatures of the owners of taxable real property representing more than fifty percent of the appraised value of taxable real property liable for assessment within the District, as determined by the then current ad valorem tax rolls of the Collin Central Appraisal District, and the signatures of record property owners who own taxable real property that constitutes more than fifty percent of the area of all taxable property that is liable for assessment by the District; and WHEREAS, on January 23, 2017, after due notice, the City Council of the City (the "City Council") held the public hearing in the manner required by law on the advisability of the improvement projects and services described in the petition as required by Section 372.009 of the PID Act and on January 23, 2017, the City Council made the findings required by Section 372.009(b) of the PID Act and, by Resolution 2017-01-23-R-01, adopted by a majority of the members of the City Council, authorized the District in accordance with its finding as to the advisability of the improvement projects and services; and WHEREAS, following the adoption of Resolution 2017-01-23-R-01, the City published notice of its authorization of the District in a newspaper of general circulation in the City; and WHEREAS, no written protests of the District from any owners of record of property within the District were filed with the City Secretary within 20 days after the date of publication of such notice; and WHEREAS, on April 27, 2020, the City Council made findings and determinations relating to the costs of certain Phases 3 and 4 Authorized Improvements and received and accepted a preliminary service and assessment plan and proposed assessment roll, called a public hearing for May 11, 2020 to consider an ordinance levying assessments on property located within Phases 3 and 4 of the District, and directed City staff to (i) file said proposed assessment roll with the City Secretary and to make it available for public inspection as required by Section 372.016(b) of the PID Act, and (ii) publish such notice as required by Section 372.016(b) of the PID Act relating to the May 11, 2020 hearing; and WHEREAS, the City, pursuant to Section 372.016(b) of the PID Act, published notice of a public hearing in a newspaper of general circulation in the City to consider the proposed "Assessment Roll" and the "Service and Assessment Plan" and the levy of the "Assessments" on property in the District; and

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WHEREAS, the City, pursuant to Section 372.016(c) of the PID Act, mailed notice of the public hearing to consider the proposed Assessment Roll and the Service and Assessment Plan and the levy of Assessments on property in the District to the last known address of the owners of the property liable for the Assessments; and WHEREAS, the City Council convened the public hearing on May 11, 2020, at which all persons who appeared, or requested to appear, in person or by their attorney, were given the opportunity to contend for or contest the Service and Assessment Plan, the Assessment Roll, and the Assessments, and to offer testimony pertinent to any issue presented on the amount of the Assessments, the allocation of Costs, the purposes of the Assessments, the special benefits of the Assessments, and the penalties and interest on Annual Installments and on delinquent Annual Installments of the Assessments; and WHEREAS, at the May 11, 2020 public hearing referenced above there were no written objections or evidence submitted to the City Secretary in opposition to the Service and Assessment Plan, the allocation of Costs, the Assessment Roll, or the levy of the Assessments; and WHEREAS, the City Council closed the public hearing and, after considering all written and documentary evidence presented at the public hearing, including all written comments and statements filed with the City, at a meeting held on May 11, 2020, approved and accepted the Service and Assessment Plan in conformity with the requirements of the PID Act and adopted the Assessment Ordinance, which Assessment Ordinance approved the Assessment Roll and levied the Assessments; and WHEREAS, the City Council is authorized by the PID Act to issue revenue bonds payable from the Assessments for the purpose of (i) paying the Costs, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District and (iv) paying the costs of issuance of the Bonds; and WHEREAS, the City Council now desires to issue its revenue bonds, in accordance with the PID Act, such bonds to be entitled "City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Arcadia Farms Public Improvement District Phases 3 and 4 Project)" (the "Bonds"), such Bonds being payable solely from the Assessments and other funds pledged under this Indenture to the payment of the Bonds and for the purposes set forth in this preamble; and WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms set forth in this Indenture; NOW, THEREFORE, the City, in consideration of the foregoing premises and acceptance by the Trustee of the trusts herein created, of the purchase and acceptance of the Bonds by the Owners thereof, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN, and DELIVER to the Trustee for the benefit of the Owners, a security interest in all of the moneys, rights and properties described in the Granting Clauses hereof, as follows (collectively, the "Trust Estate"):

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FIRST GRANTING CLAUSE

The Pledged Revenues, as herein defined, including all moneys and investments held in the Pledged Funds, including any contract or any evidence of indebtedness related thereto or other rights of the City to receive any of such moneys or investments, whether now existing or hereafter coming into existence, and whether now or hereafter acquired; and

SECOND GRANTING CLAUSE

Any and all other property or money of every name and nature which is, from time to time hereafter by delivery or by writing of any kind, conveyed, pledged, assigned or transferred, to the Trustee as additional security hereunder by the City or by anyone on its behalf or with its written consent, and the Trustee is hereby authorized to receive any and all such property or money at any and all times and to hold and apply the same subject to the terms thereof; and

THIRD GRANTING CLAUSE

Any and all proceeds of the foregoing property and proceeds from the investment of the foregoing property; TO HAVE AND TO HOLD the Trust Estate, whether now owned or hereafter acquired, unto the Trustee and its successors or assigns; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit of all present and future Owners of the Bonds from time to time issued under and secured by this Indenture, and for enforcement of the payment of the Bonds in accordance with their terms, and for the performance of and compliance with the obligations, covenants, and conditions of this Indenture; PROVIDED, HOWEVER, if the City or its assigns shall well and truly pay, or cause to be paid, the principal or Redemption Price of and the interest on the Bonds at the times and in the manner stated in the Bonds, according to the true intent and meaning thereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture is to be and remain in full force and effect;

IN ADDITION, the Bonds are special obligations of the City payable solely from the Pledged Revenues, as and to the extent provided in this Indenture. The Bonds do not give rise to a charge against the general credit or taxing powers of the City and are not payable except as provided in this Indenture. Notwithstanding anything to the contrary herein, the Owners of the Bonds shall never have the right to demand payment thereof out of any funds of the City other than the Pledged Revenues. The City shall have no legal or moral obligation to pay for the Bonds out of any funds of the City other than the Pledged Revenues. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated, and delivered and the Trust Estate hereby created, assigned, and pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners from time to time of the Bonds as follows:

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ARTICLE I

DEFINITIONS, FINDINGS AND INTERPRETATION

Section 1.1. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Indenture, the following terms shall have the meanings specified below: "Account", in the singular, means any of the accounts established pursuant to Section 6.1 of this Indenture, and "Accounts", in the plural, means, collectively, all of the accounts established pursuant to Section 6.1 of this Indenture. “Additional Interest” means the 0.50% additional interest charged on Assessments pursuant to Section 372.018 of the PID Act. “Additional Obligations” means any bonds or other obligations, including specifically, any installment contracts, reimbursement agreements, temporary notes or time warrants and proposed future Improvement Area Bonds, if issued, as described in Section 13.2. "Administrative Expenses" mean the actual or reasonably estimated costs permitted in accordance with the PID Act related to the expense of collection of Assessments and/or Annual Installments, including, but not limited to, the following: the costs of collecting the Assessments and/or Annual Installments (whether by the County, City or otherwise); the costs of remitting the Assessments and/or Annual Installments to the City, Trustee or other applicable financial institution, the costs of the County, City, Administrator, Trustee and/or other applicable financial institution, including legal counsel and all associated fees and related expenses, in the discharge of the duties required of it under the Indenture or other applicable agreement; and the costs of the City or designee in complying with the disclosure requirements of the PID Act and/or other applicable federal and State laws, including, but not limited to, public inquiries regarding the Assessments and/or Annual Installments; computing, levying, collecting and transmitting the Assessments or the Annual Installments; maintaining the record of Assessments, including payments, reallocations and/or cancellations of the Assessments or Annual Installments thereof; investing or depositing the Assessments or other monies; complying with the PID Act, arbitrage rebate requirements and/or securities disclosure requirements. Administrative Expenses shall also include amounts incurred or advances by the City for any administrative purpose of the PID including, but not limited to, the costs of preparing the Annual Service Plan Update, including the updated Assessment Roll, computing Assessment payoff amounts, recording of any notices related to the payoff, discharge or satisfaction of any Assessment; and the reasonable fees and related expense of legal counsel to the City incurred in connection with all of the foregoing.

"Administrative Fund” means the Fund established pursuant to Section 6.1 and administered pursuant to Section 6.9. "Administrator" means an employee or designee of the City who shall have the responsibilities provided in the Service and Assessment Plan, this Indenture, or any other

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agreement or document approved by the City related to the duties and responsibilities of the administration of the District. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of Sinking Fund Installments), and (ii) the principal amount of the Outstanding Bonds due in such Bond Year (including any Sinking Fund Installments due in such Bond Year). "Annual Installment" means the sum of the annual installment on the Assessment, including the annual installment on interest and principal, Additional Interest and Administrative Expenses.

"Annual Service Plan Update" means the annual review and update of the Service and Assessment Plan required by the PID Act and the Service and Assessment Plan. "Applicable Laws" means the PID Act, and all other laws or statutes, rules, or regulations, and any amendments thereto, of the State or of the United States of America, by which the City and its powers, securities, operations, and procedures are, or may be, governed or from which its powers may be derived.

"Assessed Property" means any property on which Assessments have been imposed as shown in the Assessment Roll, as the Assessment Roll is updated each year by the Annual Service Plan Update. Assessed Property includes all Parcels assessed pursuant to the Assessment Ordinance other than Non-Benefited Property.

"Assessment" means an assessment levied against a Parcel pursuant to the Assessment Ordinance and the PID Act. "Assessment Ordinance" means Ordinance No. 2020-[_] adopted by the City Council on May 11, 2020, as may be amended or supplemented, that levied the Assessments on the Assessed Property. "Assessment Revenues" means the revenues received by the City from the collection of Assessments, including Prepayments, Annual Installments and Foreclosure Proceeds. "Assessment Roll" means the document included in the Service and Assessment Plan as Appendix A, as updated, modified or amended from time to time in accordance with the procedures set forth in the Service and Assessment Plan and in the PID Act. "Attorney General" means the Attorney General of the State. "Authorized Denomination" means $25,000 and any integral multiple of $1,000 in excess thereof.

"Bond" means any of the Bonds.

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"Bond Counsel" means McCall, Parkhurst & Horton L.L.P. or any other attorney or firm of attorneys designated by the City that are nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Date" means the date designated as the dated date of the Bonds by Section 3.2(a) of this Indenture. "Bond Fund" means the Fund established pursuant to Section 6.1 and administered pursuant to Section 6.4. "Bond Ordinance" means Ordinance No. 2020-[] adopted by the City Council on June 22, 2020 authorizing the issuance of the Bonds pursuant to this Indenture.

"Bond Pledged Revenue Account" means the Account in the Pledged Revenue Fund established pursuant to Section 6.1 of this Indenture. "Bond Year" means the one-year period beginning on September 1 in each year and ending on the day prior to September 1 in the following year. "Bonds" means the City's bonds authorized to be issued by Section 3.1 of this Indenture entitled "City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Arcadia Farms Public Improvement District Phases 3 and 4 Project)" and, in the event the City issues Refunding Bonds pursuant to Section 13.2 hereof, the term "Bonds" shall include such Refunding Bonds. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State observed as such by the City or the Trustee or any national holiday observed by the Trustee. "Certificate for Payment" means a certificate substantially in the form of Exhibit A hereto and executed by a Person approved by the City Representative that is delivered to the City Representative and the Trustee specifying the amount of work performed and the Costs thereof, and requesting payment for such Costs from money on deposit in the Project Fund as further described in Section 6.5 of this Indenture. "City Directive" means a certificate containing written instructions, signed by the City Representative. "City Representative" means, individually, the Mayor and City Manager (or another official or agent of the City subsequently designated in writing as a City Representative) which are authorized by the City Council to undertake the action referenced herein. "Closing Date" means the date of the initial delivery of and payment for the Bonds. "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and court decisions. "Comptroller" means the Comptroller of Public Accounts of the State.

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"Costs" means the Phases 3 and 4 Authorized Improvements Costs (excluding Administrative Expenses), for the Phases 3 and 4 Authorized Improvements, as such amounts are defined as “Phases 3 and 4 Improvements” as set forth in the Service and Assessment Plan.

"Costs of Issuance Account" means the Account in the Project Fund established pursuant to Section 6.1 of this Indenture. "Defeasance Securities" means Investment Securities then authorized by applicable law for the investment of funds to defease public securities.

"Delinquency and Prepayment Reserve Account" means the Account in the Reserve Fund established pursuant to Section 6.1 of this Indenture. "Delinquency and Prepayment Reserve Requirement" means an amount equal to 5.5% of the principal amount of the then Outstanding Bonds. "Delinquent Collection Costs" mean interest, penalties and expenses incurred or imposed with respect to any delinquent Annual Installments of an Assessment in accordance with §372.018(b) of the PID Act and the costs related to pursuing collection of a delinquent Assessment and foreclosing the lien against the Assessed Property, including attorneys' fees. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar named in this Indenture, the transfer/payment office designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the City and such successor. "Developer" means Lennar Homes of Texas Land and Construction, Ltd., and any successor thereto. "Developer Improvement Account" means the Account in the Project Fund established pursuant to Section 6.1 of this Indenture. "DTC" means The Depository Trust Company of New York, New York, or any successor securities depository. "DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. "Foreclosure Proceeds" means the proceeds, including interest and penalty interest, received by the City from the enforcement of the Assessments against any Assessed Property, whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection Costs. "Fund", in the singular, means any of the funds established pursuant to Section 6.1 of this Indenture, and "Funds", in the plural, means, collectively, all of the funds established pursuant to Section 6.1 of this Indenture.

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"Improvement Account" means the Account in the Project Fund established pursuant to Section 6.1 of this Indenture for payment or reimbursement of Costs. “Improvement Area Bonds” means bonds issued to fund any future development areas or phases (or a portion thereof) in the District and which are secured solely by assessments levied against the property in the future development area benefitting from such improvements being financed, as described in Section 13.2 hereof.

"Indenture" means this Indenture of Trust as originally executed or as it may be from time to time supplemented or amended by one or more indentures supplemental hereto and entered into pursuant to the applicable provisions hereof. "Independent Financial Consultant" means any consultant or firm of such consultants appointed by the City who, or each of whom: (i) is judged by the City, as the case may be, to have experience in matters relating to the issuance and/or administration of the Bonds; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the District, or any real property in the District; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. "Initial Bonds" means the Initial Bonds authorized by Section 5.2 of this Indenture. "Interest Payment Date" means the date or dates upon which interest on the Bonds is scheduled to be paid until their respective dates of maturity or prior redemption, such dates being on March 1 and September 1 of each year, commencing March 1, 2021. "Investment Securities" means those authorized investments described in the Public Funds Investment Act, Chapter 2256, Government Code, as amended, which investments are, at the time made, included in and authorized by the City's official investment policy as approved by the City Council from time to time. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Outstanding" means, as of any particular date when used with reference to Bonds, all Bonds authenticated and delivered under this Indenture except (i) any Bond that has been canceled by the Trustee (or has been delivered to the Trustee for cancellation) at or before such date, (ii) any Bond for which the payment of the principal or Redemption Price of and interest on such Bond shall have been made as provided in Article IV, and (iii) any Bond in lieu of or in substitution for which a new Bond shall have been authenticated and delivered pursuant to Section 3.10. "Owner" means the Person who is the registered owner of a Bond or Bonds, as shown in the Register, which shall be Cede & Co., as nominee for DTC, so long as the Bonds are in book-entry only form and held by DTC as securities depository in accordance with Section 3.11. "Parcel" or "Parcels" means a parcel or parcels within the District identified by either a tax map identification number assigned to the Parcel by the Collin County Appraisal District for

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real property tax purposes or by lot and block number in a final subdivision plat recorded in the real property records of Collin County. "Paying Agent/Registrar" means initially the Trustee, or any successor thereto as provided in this Indenture. "Person" or "Persons" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. “Phases 3 and 4 Authorized Improvements” means those public improvements described in the Service and Assessment Plan and Section 372.002 of the PID Act which are to be constructed and which are to be undertaken for the benefit of property in the District.

"Phases 3 and 4 Authorized Improvements Costs" mean the actual costs of all or any portion of the Phases 3 and 4 Authorized Improvements, as described in the Service and Assessment Plan including, but not limited to, all costs paid or incurred in connection with the issuance of the Bonds, and including all costs otherwise paid or incurred in connection with the transaction that results in the issuance of Bonds (whether such costs are characterized as interest, costs of issuance, reserve fund, or other costs of the transaction). "Pledged Funds" means, collectively, the Pledged Revenue Fund, the Bond Fund, the Project Fund (but excluding the Developer Improvement Account), the Reserve Fund, and the Redemption Fund. "Pledged Revenue Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.3. "Pledged Revenues" means, collectively, the (i) Assessment Revenues (excluding the portion of Annual Installments collected for the payment of Administrative Expenses and Delinquent Collection Costs, as set forth in the Service and Assessment Plan), (ii) the moneys held in any of the Pledged Funds and (iii) any additional revenues that the City may pledge to the payment of the Bonds. "Prepayment" means the payment of all or a portion of an Assessment before the due date thereof. Amounts received at the time of a Prepayment which represents a payment of principal, interest or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Assessment.

"Prepayment Costs" means interest, Administrative Expenses, any applicable Delinquent Collection Costs, and expenses to the date of Prepayment, plus any additional expenses related to the Prepayment, reasonably expected to be incurred by or imposed upon the City as a result of any Prepayment.

"Principal and Interest Account" means the Account in the Bond Fund established pursuant to Section 6.1 of this Indenture.

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"Project Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.5. "Purchaser" means the initial purchaser of the Bonds.

"Rebatable Arbitrage" means rebatable arbitrage as defined in Section 1.148-3 of the Treasury Regulations. "Rebate Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.8. "Record Date" means the close of business on the fifteenth calendar day (whether or not a Business Day) of the month next preceding an Interest Payment Date. "Redemption Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.6. "Redemption Price" means, when used with respect to any Bond or portion thereof, the principal amount of such Bond or such portion thereof plus the applicable premium, if any, plus accrued and unpaid interest on such Bond to the date fixed for redemption payable upon redemption thereof pursuant to this Indenture.

"Refunding Bonds" means bonds issued to refund all or any portion of the Outstanding Bonds and secured by a parity lien with the Outstanding Bonds on the Pledged Revenues, as more specifically described in the indenture authorizing such Refunding Bonds. "Register" means the register specified in Article III of this Indenture.

"Reserve Account" means the Account in the Reserve Fund established pursuant to Section 6.1 of this Indenture. "Reserve Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.7. "Reserve Fund Obligations" means cash or Investment Securities. "Reserve Account Requirement" means the lesser of (i) 100% of the Maximum Annual Debt Service on the Bonds as of the date of issuance, (ii) 125% of the average annual debt service on the Bonds measured as of the date of issuance, or (iii) 10% of the principal amount of the Bonds; provided, however, that such amount shall be reduced by the amount of any transfers made pursuant to Section 6.7(d); and provided further that as a result of (A) an optional redemption pursuant to Section 4.3 or (B) an extraordinary optional redemption pursuant to Section 4.4, the Reserve Account Requirement shall be reduced by a percentage equal to the pro rata principal amount of Bonds redeemed by such redemption divided by the total principal amount of the Outstanding Bonds prior to such redemption. As of the Closing Date, the Reserve Account Requirement is $[_] which is an amount equal to 100% of the Maximum Annual Debt Service on the Bonds as of the date of issuance.

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"Service and Assessment Plan" and "SAP" each mean the document, including the Assessment Roll, which is attached to the Assessment Ordinance, as may be updated in an annual update or amended and supplemented from time to time. "Sinking Fund Installment" means the amount of money to redeem or pay at maturity the principal of a Stated Maturity of Bonds payable from such installments at the times and in the amounts provided in Section 4.2. "Special Record Date" has the meaning set forth in in the form of Bond included in Section 5.2 hereof. "State" means the State of Texas.

"Stated Maturity" means the date the Bonds, or any portion of the Bonds, as applicable, are scheduled to mature without regard to any redemption or Prepayment. "Supplemental Indenture" means an indenture which has been duly executed by the Trustee and a City Representative pursuant to an ordinance adopted by the City Council and which indenture amends or supplements this Indenture, but only if and to the extent that such indenture is specifically authorized hereunder.

"Treasury Regulations" shall have the meaning assigned to such term in Section 7.5(c). "Trust Estate" means the Trust Estate described in the granting clauses of this Indenture. "Trustee" means Regions Bank, an Alabama state banking corporation, with offices located in Houston, Texas and any successors, and any other corporation or association that may at any time be substituted in its place, as provided in Article IX, such entity to serve as Trustee and Paying Agent/Registrar for the Bonds.

"Value of Investment Securities" means the amortized value of any Investment Securities, provided, however, that all United States of America, United States Treasury Obligations – State and Local Government Series shall be valued at par and those obligations which are redeemable at the option of the holder shall be valued at the price at which such obligations are then redeemable. The computations shall include accrued interest on the investment securities paid as a part of the purchase price thereof and not collected. For the purposes of this definition "amortized value," when used with respect to a security purchased at par means the purchase price of such security and when used with respect to a security purchased at a premium above or discount below par, means as of any subsequent date of valuation, the value obtained by dividing the total premium or discount by the number of interest payment dates remaining to maturity on any such security after such purchase and by multiplying the amount as calculated by the number of interest payment dates having passed since the date of purchase and (i) in the case of a security purchased at a premium, by deducting the product thus obtained from the purchase price, and (ii) in the case of a security purchased at a discount, by adding the product thus obtained to the purchase price.

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Section 1.2. Findings. The declarations, determinations and findings declared, made and found in the preamble to this Indenture are hereby adopted, restated and made a part of the operative provisions hereof. Section 1.3. Table of Contents, Titles and Headings. The table of contents, titles, and headings of the Articles and Sections of this Indenture 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 Indenture or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.4. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) Words importing persons include any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or agency or political subdivision thereof. (c) Any reference to a particular Article or Section shall be to such Article or Section of this Indenture unless the context shall require otherwise. (d) This Indenture and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Indenture.

ARTICLE II

THE BONDS

Section 2.1. Security for the Bonds. (a) The Bonds, as to principal, interest and redemption premium, if any, are and shall be equally and ratably secured by and payable from a first lien on and pledge of the Trust Estate. (b) The lien on and pledge of the Pledged Revenues shall be valid and binding and fully perfected from and after the Closing Date, which is the date of the delivery of this Indenture, without physical delivery or transfer of control of the Pledged Revenues, the filing of this Indenture or any other act; all as provided in Chapter 1208 of the Texas Government Code, as amended, which applies to the issuance of the Bonds and the pledge of the Pledged Revenues granted by the City under this Indenture, and such pledge is therefore valid, effective and perfected. If State law is amended at any time while the Bonds are Outstanding such that the pledge of the Pledged Revenues granted by the City under this Indenture is to be subject to the filing requirements of Chapter 9, Texas Business and Commerce Code, as amended, then in order to preserve to the

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registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under State law to comply with the applicable provisions of Chapter 9, Texas Business and Commerce Code, as amended, and enable a filing to perfect the security interest in said pledge to occur. Section 2.2. Limited Obligations. The Bonds are special and limited obligations of the City, payable solely from and secured solely by the Trust Estate, including the Pledged Revenues and the Pledged Funds; and the Bonds shall never be payable out of funds raised or to be raised by taxation or from any other revenues, properties or income of the City. Section 2.3. Authorization for Indenture. The terms and provisions of this Indenture and the execution and delivery hereof by the City to the Trustee have been duly authorized by official action of the City Council. The City has ascertained and it is hereby determined and declared that the execution and delivery of this Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of this Indenture and that each and every covenant or agreement herein contained and made is necessary, useful and/or convenient in order to better secure the Bonds and is a contract or agreement necessary, useful and/or convenient to carry out and effectuate the purposes herein described. Section 2.4. Contract with Owners and Trustee. (a) The purposes of this Indenture are to establish a lien and the security for, and to prescribe the minimum standards for the authorization, issuance, execution and delivery of, the Bonds and to prescribe the rights of the Owners, and the rights and duties of the City and the Trustee. (b) In consideration of the purchase and acceptance of any or all of the Bonds by those who shall purchase and hold the same from time to time, the provisions of this Indenture shall be a part of the contract of the City with the Owner, and shall be deemed to be and shall constitute a contract among the City, the Owners, and the Trustee.

ARTICLE III

AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS

Section 3.1. Authorization. The Bonds are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State, including particularly the PID Act. The Bonds shall be issued in the aggregate principal amount of $2,837,000 for the purpose of (i) paying or reimbursing all or a portion of the Costs, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District, and (iv) paying the costs of issuance of the Bonds.

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Section 3.2. Date, Denomination, Maturities, Numbers and Interest. (a) The Bonds shall be dated July 1, 2020 (the "Bond Date") and shall be issued in Authorized Denominations. The Bonds shall be in fully registered form, without coupons, and shall be numbered separately from R-1 upward, except the Initial Bond, which shall be numbered T-1. (b) Interest shall accrue and be paid on each Bond from the Closing Date, at the rate per annum set forth below until the principal thereof has been paid on the maturity date specified below, or on a date of earlier redemption, or otherwise provided for. Such interest shall be payable semiannually on March 1 and September 1 of each year, commencing March 1, 2021, computed on the basis of a 360-day year of twelve 30-day months. (c) The Bonds shall mature on September 1 in the years and in the principal amounts and shall bear interest at the rates set forth below:

$[] []% Term Bonds Due September 1, [], Priced to Yield []%

CUSIP 742400[]

(d) The Bonds shall be subject to mandatory sinking fund redemption, optional redemption, and extraordinary optional redemption prior to maturity as provided in Article IV, and shall otherwise have the terms, tenor, denominations, details, and specifications as set forth in the form of Bond set forth in Section 5.2. Section 3.3. Conditions Precedent to Delivery of Bonds. The Bonds shall be executed by the City and delivered to the Trustee, whereupon the Trustee shall authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall deliver the Bonds upon the order of the City, but only upon delivery to the Trustee of: (a) a certified copy of the Assessment Ordinance; (b) a certified copy of the Bond Ordinance; (c) a copy of this Indenture executed by the Trustee and the City; (d) an executed City Directive directing the authentication and delivery of the Bonds, describing the Bonds to be authenticated and delivered, designating the purchasers to whom the Bonds are to be delivered, stating the purchase price of the Bonds and stating that all items required by this Section are therewith delivered to the Trustee; and (e) an executed opinion of Bond Counsel, in form and substance reasonably satisfactory to Trustee.

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Section 3.4. Medium, Method and Place of Payment. (a) Principal of and interest on the Bonds shall be paid in lawful money of the United States of America, as provided in this Section. (b) Interest on the Bonds shall be payable to the Owners thereof as shown in the Register at the close of business on the relevant Record Date or Special Record Date, as applicable. (c) Interest on the Bonds shall be paid by check, dated as of the Interest Payment Date, and sent, first class United States mail, postage prepaid, by the Paying Agent/Registrar to each Owner at the address of each as such appears in the Register or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the Owner shall bear all risk and expense of such other banking arrangement. (d) The principal of each Bond shall be paid to the Owner of such Bond on the due date thereof, whether at the maturity date or the date of prior redemption thereof, upon presentation and surrender of such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the City where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized to close, and payment on such date shall for all purposes be deemed to have been made on the due date thereof as specified in Section 3.2 of this Indenture. (f) Unclaimed payments of amounts due hereunder shall be segregated in a special account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds to which such unclaimed payments pertain. Subject to any escheat, abandoned property, or similar law of the State, any such payments remaining unclaimed by the Owners entitled thereto for three (3) 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 City to be used for any lawful purpose. Thereafter, none of the City, the Paying Agent/Registrar, or any other Person shall be liable or responsible to any holders of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds, subject to any applicable escheat law or similar law of the State. Section 3.5. Execution and Registration of Bonds. (a) The Bonds shall be executed on behalf of the City by the Mayor and City Secretary, by their manual or facsimile signatures, and the official seal of the City 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 City had been manually impressed upon each of the Bonds.

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(b) In the event that any officer of the City 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 Indenture unless and until there appears thereon the Certificate of Trustee substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Trustee. It shall not be required that the same officer or authorized signatory of the Trustee sign the Certificate of Trustee on all of the Bonds. In lieu of the executed Certificate of Trustee 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, or by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General, is a valid and binding obligation of the City, and has been registered by the Comptroller. (d) On the Closing Date, one Initial Bond representing the entire principal amount of all Bonds, payable in stated installments to the Purchaser, or its designee, executed with the manual or facsimile signatures of the Mayor and the City Secretary, approved by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to the Purchaser or its designee. Upon payment for the Initial Bond, the Trustee shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all Bonds for such maturity, registered in the name of Cede & Co., as nominee of DTC. Section 3.6. Ownership. (a) The City, the Trustee, including in its capacity as 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 as provided herein (except interest shall be paid to the Person in whose name such Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not such Bond is overdue, and none of the City, the Trustee, including in its capacity as the Paying Agent/Registrar, shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of any Bond shall be valid and effectual and shall discharge the liability of the City, the Trustee, including in its capacity as the Paying Agent/Registrar, upon such Bond to the extent of the sums paid. Section 3.7. Registration, Transfer and Exchange. (a) So long as any Bond remains outstanding, the City shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a 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 Indenture. The Paying Agent/Registrar represents and warrants that it will maintain a copy of the Register, and shall cause the Register to be current with all registration and transfer information as from time to time may be applicable.

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(b) A Bond shall be transferable only upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered in the Register. (c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in any Authorized Denomination and in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. The Trustee is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in accordance with this Section. (d) The Trustee is hereby authorized to authenticate and deliver Bonds transferred or exchanged in accordance with this Section. A new Bond or Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bond being transferred or exchanged, at the Designated Payment/Transfer Office, or sent by United States mail, first class, postage prepaid, to the Owner or his designee. Each transferred Bond delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such transferred Bond is delivered.

(e) Each exchange Bond delivered in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. (f) 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. (g) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond or portion thereof called for redemption prior to maturity within forty-five (45) days prior to the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond. Section 3.8. Cancellation. All Bonds paid or redeemed before scheduled maturity in accordance with this Indenture, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Indenture, shall be cancelled, and proper records shall be made regarding such payment, redemption, exchange, or replacement. Whenever in this Indenture provision is made for the cancellation by the Trustee of any Bonds, the Trustee shall dispose of cancelled Bonds in accordance with its record retention policies.

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Section 3.9. Temporary Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, the proper officers of the City may execute and, upon the City's written request, the Trustee shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Indenture. (c) The City, without unreasonable delay, shall prepare, execute and deliver to the Trustee the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and the Trustee shall authenticate and deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form, in the Authorized Denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.10. Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the Trustee shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City 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 Trustee, pursuant to the applicable laws of the State 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 complies with the following requirements: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft of such Bond; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and the Trustee to save them and the City harmless;

(iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Trustee, including in its capacity as the Paying Agent/Registrar, and any tax or other governmental charge that is authorized to be imposed; and

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(iv) satisfies any other reasonable requirements imposed by the City and the Trustee. (c) After the delivery of such replacement Bond, if a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the City 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 City, the Paying Agent/Registrar or the Trustee 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. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original additional contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.11. Book-Entry-Only System. (a) The Bonds shall initially be issued in book-entry-only form and shall be deposited with DTC, which is hereby appointed to act as the securities depository therefor, in accordance with the letter of representations from the City to DTC. On the Closing Date the definitive Bonds shall be issued in the form of a single typewritten certificate for each maturity thereof registered in the name of Cede & Co., as nominee for DTC. (b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City 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 will respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other Person, other than an Owner, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Indenture to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the Person in whose name each Bond is registered in the Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners as shown in the Register, as provided in this Indenture, and all such

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payments shall be valid and effective to fully satisfy and discharge the City'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 an Owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the City to make payments of amounts due pursuant to this Indenture. 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 Indenture with respect to interest checks or drafts being mailed to the registered owner at the close of business on the Record Date or Special Record Date, as applicable, the word "Cede & Co." in this Indenture shall refer to such new nominee of DTC. Section 3.12. Successor Securities Depository: Transfer Outside Book-Entry-Only System. In the event that the City determines that DTC is incapable of discharging its responsibilities described herein and in the letter of representations from the City to DTC, the City shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository; or (ii) notify DTC and DTC Participants of the availability through DTC of certificated Bonds and cause the Paying Agent/Registrar to transfer one or more separate registered 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 Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. Section 3.13. Payments to Cede & Co. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds shall be made and given, respectively, in the manner provided in the blanket letter of representations from the City to DTC.

ARTICLE IV

REDEMPTION OF BONDS BEFORE MATURITY

Section 4.1. Limitation on Redemption. The Bonds shall be subject to redemption before their scheduled maturity only as provided in this Article IV. Section 4.2. Mandatory Sinking Fund Redemption. (a) The Bonds maturing on September 1 in each of the years [_] and 2049 (collectively, the "Term Bonds"), are subject to mandatory sinking fund redemption prior to their respective maturities and will be redeemed by the City in part at the redemption price equal to the principal amount of the Term Bonds called for redemption, plus accrued and unpaid interest to the date fixed for redemption from moneys available for such purpose in the Principal and Interest Account of

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the Bond Fund pursuant to Article VI, on the dates and in the respective Sinking Fund Installments as set forth in the following schedule:

Term Bonds maturing September 1, [_]

Redemption Date Sinking Fund Installment Amount 9/1/20[_] $[_],000

9/1/20[_]* $[_],000

* Stated maturity. (b) At least thirty (30) days prior to each sinking fund redemption date, the Trustee shall select a principal amount of Term Bonds (in accordance with Section 4.5) of such maturity equal to the Sinking Fund Installment amount of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption, as provided in Section 4.6. (c) The principal amount of Term Bonds required to be redeemed on any redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such maturity which, at least 45 days prior to the sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. (d) The principal amount of Term Bonds required to be redeemed on any redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced on a pro rata basis among Sinking Fund Installments by the principal amount of any Term Bonds which, at least 45 days prior to the sinking fund redemption date, shall have been redeemed pursuant to the optional redemption provisions in Section 4.3 hereof or the extraordinary optional redemption provisions in Section 4.4 hereof and not previously credited to a mandatory sinking fund redemption. Section 4.3. Optional Redemption. The City reserves the right and option to redeem Bonds before their scheduled maturity date, in whole or in part, on any date on or after September 1, 20[_], such redemption date or dates to be fixed by the City, at the redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued and unpaid interest to the date fixed for redemption. The City shall notify the Trustee in writing no less than forty-five (45) days before the scheduled redemption date fixed by the City in accordance with this section. Section 4.4. Extraordinary Optional Redemption. The City reserves the right and option to redeem Bonds before their respective scheduled maturity dates, in whole or in part, on any day of any month, at a redemption price equal to the principal amount of the Bonds called for redemption, plus accrued and unpaid interest to the date fixed for redemption, from amounts on deposit in the Redemption Fund as a result of Prepayments (including related transfers to the Redemption Fund as provided in Section 6.7(d)) or any other transfers to the Redemption Fund under the terms of this Indenture. The City shall notify the Trustee in writing no less than forty-five (45) days before the scheduled redemption date fixed by the City in accordance with this section.

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Section 4.5. Partial Redemption. (a) Definitions. The following defined terms apply to this Section 4.5:

“Substantial Amount Redemption” means a redemption of Bonds pursuant to

Sections 4.2, 4.3 or 4.4 of a principal amount of Bonds redeemed that is greater than or equal to ten percent (10%) of the Outstanding principal amount of the Bonds.

“Minor Amount Redemption” means a redemption pursuant to Sections 4.2, 4.3 or

4.4 of a principal amount of Bonds redeemed that is less than ten percent (10%) of the Outstanding principal amount of the Bonds.

(b) For Bonds redeemed pursuant to Section 4.2, the Sinking Fund Installments of

Term Bonds required to be redeemed on any mandatory sinking fund redemption date shall be redeemed as follows:

(i) if the Bonds to be redeemed are selected in accordance with the Substantial

Amount Redemption, the Sinking Fund Installment of Term Bonds required to be redeemed for each mandatory sinking fund redemption date shall be reduced by the principal amount called for redemption and allocated to such Bond on a pro rata basis among the scheduled Sinking Fund Installments to be mandatorily redeemed on the mandatory sinking fund redemption dates; or

(ii) if the Bonds to be redeemed are selected in accordance with the Minor Amount

Redemption, the Sinking Fund Installment of Term Bonds required to be redeemed for each mandatory sinking fund redemption date shall be reduced by the principal amount called for redemption and allocated to such Bond in the inverse order of mandatory sinking fund redemption dates.

(c) If less than all of the Bonds are called for optional redemption or less than all of the Bonds are called for extraordinary optional redemption pursuant to Sections 4.3 and 4.4 hereof, the Bonds or portion of a Bond or the Bonds or portion of a Bond, as applicable, of any one maturity to be redeemed shall be selected in the following manner:

(i) with respect to a Substantial Amount Redemption, the principal amount called for redemption shall be allocated on a pro rata basis among all Outstanding Bonds; and

(ii) with respect to a Minor Amount Redemption, the Outstanding Bonds or Bonds, as applicable, shall be redeemed in inverse order of maturity.

(d) Bonds may be redeemed in minimum principal amounts of $1,000 or any integral thereof. Each Bond shall be treated as representing the number of Bonds that is obtained by dividing the principal amount of such Bond by $1,000. (d) Upon surrender of any Bond for redemption in part, the Trustee in accordance with Section 3.7 of this Indenture, shall authenticate and deliver an exchange Bond or Bonds in an

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aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. Section 4.6. Notice of Redemption to Owners. (a) The Trustee shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond or portion thereof to be redeemed, at the address shown in the Register. (b) The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, and subject to Section 4.5, an identification of the Bonds or portions thereof to be redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such Bond shall become due and payable. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. (d) The City has the right to rescind any optional redemption or extraordinary optional redemption described in Section 4.3 or 4.4 by written notice to the Trustee prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. Section 4.7. Payment Upon Redemption. (a) The Trustee shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust an amount from the Redemption Fund or otherwise received by the Trustee from the City and shall use such funds solely for the purpose of paying the Redemption Price on the Bonds being redeemed. (b) Upon presentation and surrender of any Bond called for redemption at the designated corporate trust office of the Trustee on or after the date fixed for redemption, the Trustee shall pay the Redemption Price on such Bond to the date of redemption from the moneys set aside for such purpose. Section 4.8. Effect of Redemption. Notice of redemption having been given as provided in Section 4.6 of this Indenture, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption provided that funds for the payment of the Redemption Price of such Bonds to the date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date.

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ARTICLE V

FORM OF THE BONDS Section 5.1. Form Generally. (a) The Bonds, including the Registration Certificate of the Comptroller, the Certificate of the Trustee, 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 Indenture, 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 City or by the officers executing such Bonds, as evidenced by their execution thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The 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. (d) The Initial Bond submitted to the Attorney General may be typewritten and photocopied or otherwise reproduced. Section 5.2. Form of the Bonds. (a) Form of Bond.

REGISTERED

NO. ______

United States of America State of Texas


SPECIAL ASSESSMENT REVENUE BOND, SERIES 2020 (ARCADIA FARMS PUBLIC IMPROVEMENT DISTRICT

PHASES 3 and 4 PROJECT)

REGISTERED $

INTEREST RATE MATURITY DATE DATE OF DELIVERY CUSIP NUMBER

______% September 1, 20__ __________ _______ ___

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION OR AGENCY THEREOF, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND.

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The City of Princeton, Texas (the "City"), for value received, hereby promises to pay, solely from the Trust Estate, to or registered assigns, on the Maturity Date, as specified above, the sum of ______________________________ DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof from the later of the Date of Delivery, as specified above, or the most recent Interest Payment Date to which interest has been paid or provided for until such principal amount shall have been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on March 1 and September 1 of each year, commencing March 1, 2021. Capitalized terms appearing herein that are defined terms in the Indenture (defined below) have the meanings assigned to them in the Indenture. Reference is made to the Indenture for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in Houston, Texas (the "Designated Payment/Transfer Office"), of Regions Bank, as trustee and paying agent/registrar (the "Trustee"), or, with respect to a successor trustee and paying agent/registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the Interest Payment Date, mailed by the Trustee to the registered owner at the address shown on the registration books kept by the Trustee or by such other customary banking arrangements acceptable to the Trustee, requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the purpose of the payment of interest on this Bond, the registered owner shall be the Person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the fifteenth calendar day (whether or not a Business Day) of the month next preceding such Interest Payment Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Trustee, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books of the Trustee at the close of business on the last Business Day preceding the date of mailing such notice. If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the City in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due.

______________________________________

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This Bond is one of a duly authorized issue of assessment revenue bonds of the City having the designation specified in its title (herein referred to as the "Bonds"), dated as of July 1, 2020 and issued in the aggregate principal amount of $2,837,000 and issued, with the limitations described herein, pursuant to an Indenture of Trust, dated as of July 1, 2020 (the "Indenture"), by and between the City and the Trustee, to which Indenture reference is hereby made for a description of the amounts thereby pledged and assigned, the nature and extent of the lien and security, the respective rights thereunder to the holders of the Bonds, the Trustee, and the City, and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this reference to the terms of which each holder of this Bond hereby consents. All Bonds issued under the Indenture are equally and ratably secured by the amounts thereby pledged and assigned. The Bonds are being issued for the purpose of (i) paying or reimbursing for all or a portion of the Costs, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District, and (iv) paying the costs of issuance of the Bonds. The Bonds are limited obligations of the City payable solely from the Trust Estate. Reference is hereby made to the Indenture, copies of which are on file with and available upon request from the Trustee, for the provisions, among others, with respect to the nature and extent of the duties and obligations of the City, the Trustee and the Owners. The Owner of this Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions and provisions of the Indenture.

IN THE INDENTURE, THE CITY HAS RESERVED THE RIGHT to issue Refunding Bonds payable from and secured by a lien on and pledge of the sources described above on a parity with this Bond. Notwithstanding any provision hereof, the Indenture may be released and the obligation of the City to make money available to pay this Bond may be defeased by the deposit of money and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in the Indenture. The Bonds are issuable as fully registered bonds only in denominations of $25,000 and any multiple of $1,000 in excess thereof ("Authorized Denominations"). The City prohibits the breaking up or allocation of CUSIP numbers to any Bond or Bonds in denominations of less than $25,000, and any attempt to do so will be void and of no effect. The Bonds maturing on September 1 in each of the years [_] (collectively, "Term Bonds"), are subject to mandatory sinking fund redemption prior to their respective maturities and will be redeemed by the City in part a redemption price equal to the principal amount thereof plus accrued and unpaid interest thereon to the date set for redemption from moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI of the Indenture, on the dates and in the respective Sinking Fund Installments as set forth in the following schedule:



9/1/20[_]* $[_],000

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* Stated maturity.

At least thirty (30) days prior to each sinking fund redemption date, the Trustee shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Term Bonds of such maturity equal to the Sinking Fund Installments of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in Section 4.6 of the Indenture. The principal amount of Term Bonds required to be redeemed on any sinking fund redemption date shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such maturity which, at least 45 days prior to the sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation.

The principal amount of Term Bonds required to be redeemed on any sinking fund redemption date shall be reduced on a pro rata basis among Sinking Fund Installments by the principal amount of any Term Bonds which, at least 45 days prior to the sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption.

The City reserves the right and option to redeem Bonds before their scheduled maturity

date, in whole or in part, on any date on or after September 1, 20[_], such redemption date or dates to be fixed by the City, at the redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued and unpaid interest to the date of redemption.

Bonds are subject to extraordinary optional redemption prior to maturity in whole or in part, on any day of any month, at a redemption price equal to the principal amount of the Bonds called for redemption, plus accrued and unpaid interest to the date fixed for redemption, from amounts on deposit in the Redemption Fund as a result of Prepayments or any other transfers to the Redemption Fund under the terms of the Indenture. The Trustee shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the address shown on the Register. The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. Any notice so given shall be presumed duly given, whether or not the Owner receives such notice.

The City has the right to rescind any optional redemption or extraordinary optional redemption described in the Indenture by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the Indenture.

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The Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the City and the rights of the holders of the Bonds under the Indenture at any time Outstanding affected by such modification. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds, to waive compliance by the City with certain past defaults under the Bond Ordinance or the Indenture and their consequences. Any such consent or waiver by the holder of this Bond or any predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder and upon all future holders thereof and of any Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made upon this Bond. As provided in the Indenture, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer, and upon delivery to the Trustee of such certifications and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond. Upon satisfaction of such requirements, one or more new fully registered Bonds of the same Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. The City, the Trustee, and any other Person may treat the Person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the Person in whose name this Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary. NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY, COLLIN COUNTY, TEXAS OR THE STATE OF TEXAS, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law; that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that the total indebtedness of the City, including the Bonds, does not exceed any Constitutional or statutory limitation.

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IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be executed under the official seal of the City. ____________________________ City Secretary Mayor [CITY SEAL] (b) Form of Comptroller's Registration Certificate. The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond:

REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS

OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. ______________ THE STATE OF TEXAS § I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond has been registered this day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE this __________________. _______________________________ Comptroller of Public Accounts of the State of Texas [SEAL] (c) Form of Certificate of Trustee.

CERTIFICATE OF TRUSTEE

It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the within mentioned Indenture. REGIONS BANK, as Trustee DATED: _________________

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By: _____________________________ Authorized Signatory (d) Form of Assignment.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or typewrite name and address, including zip code, of Transferee.) _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ (Social Security or other identifying number: ____________________________) the within Bond and all rights hereunder, and hereby irrevocably constitutes and appoints ___________________________________________, attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________________ Signature Guaranteed by:

___________________________________

Authorized Signatory

NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Trustee.

(e) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this section, except for the following alterations: (i) immediately under the name of the Bond the heading "INTEREST RATE" and "MATURITY DATE" shall both be completed with the expression "As Shown Below," and the reference to the "CUSIP NUMBER" shall be deleted; (ii) in the first paragraph of the Bond, the words "on the Maturity Date, as specified above, the sum of ______________________________ DOLLARS" shall be deleted and the following will be inserted: "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:

Years Principal Installments Interest Rates"

(Information to be inserted from Section 3.2(c)); and

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(iii) the Initial Bond shall be numbered T-1. Section 5.3. CUSIP Registration. The City may secure identification numbers through the CUSIP Service Bureau Division of Standard & Poor's Corporation, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof and none of the City, the attorneys approving said Bonds as to legality or the Trustee are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Any redemption notice may include a statement to the effect that the CUSIP numbers on the Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Bondholders and that neither the City nor the Trustee shall be liable for any inaccuracies in such numbers. The City prohibits any Bond to be issued in a denomination of less than $25,000 and further prohibits the assignment of a CUSIP number to any Bond with a denomination of less than $25,000, and any attempt to accomplish either of the foregoing shall be void and of no effect. Section 5.4. Legal Opinion. The approving legal opinion of Bond Counsel may be printed on or attached to each Bond over the certification of the City Secretary of the City, which may be executed in facsimile.

ARTICLE VI

FUNDS AND ACCOUNTS

Section 6.1. Establishment of Funds and Accounts. (a) Creation of Funds. The following Funds are hereby created and established under this Indenture: (i) Pledged Revenue Fund; (ii) Bond Fund; (iii) Project Fund; (iv) Reserve Fund; (v) Redemption Fund; (vi) Rebate Fund; and (vii) Administrative Fund.

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(b) Creation of Accounts. (i) The following Accounts are hereby created and established under the Bond Fund: (A) Principal and Interest Account. (ii) The following Accounts are hereby created and established under the Reserve Fund: (A) Reserve Account; and (B) Delinquency and Prepayment Reserve Account; and (iii) The following Accounts are hereby created and established under the Project Fund:

(A) Improvement Account; (B) Developer Improvement Account; and

(C) Costs of Issuance Account.

(iv) The following Account is hereby created and established under the Pledged

Revenue Fund:

(A) Bond Pledged Revenue Account. (c) Each Fund and each Account created within such Fund shall be maintained by the Trustee separate and apart from all other funds and accounts of the City. The Pledged Funds shall constitute trust funds which shall be held in trust by the Trustee as part of the Trust Estate solely for the benefit of the Owners of the Bonds. Amounts on deposit in the Funds and Accounts shall be used solely for the purposes set forth herein. (d) Interest earnings and profit on each respective Fund and Account established by this Indenture shall be applied or withdrawn for the purposes of such Fund or Account as specified below. Section 6.2. Initial Deposits to Funds and Accounts. (a) The proceeds from the sale of the Bonds shall be paid to the Trustee and deposited or transferred by the Trustee as follows:

(i) to the Reserve Account of the Reserve Fund: $[_], which is equal to the initial Reserve Account Requirement;

(ii) to the Costs of Issuance Account of the Project Fund: $[_];

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(iii) to the Improvement Account of the Project Fund: $[_]; and (iv) to the Administrative Fund: $[_].

(b) Funds received from the Developer or other sources on the Closing Date in the amount of (i) $0.00 shall be deposited to the Developer Improvement Account of the Project Fund.

Section 6.3. Pledged Revenue Fund.

(a) Immediately upon receipt thereof, the City shall transfer to the Trustee for deposit to the Pledged Revenue Fund the Assessment Revenues (other than the portion of the Annual Installments allocated to the payment of Administrative Expenses, and Delinquent Collection Costs, which shall be deposited to the Administrative Fund pursuant to Section 6.9 hereof), as set forth in the Service and Assessment Plan. Specifically, the City shall deposit or cause to be deposited the foregoing amounts as follows: (i) first, to the Bond Pledged Revenue Account of the Pledged Revenue Fund in an amount sufficient to pay debt service on the Bonds next coming due, (ii) second, to the Reserve Account of the Reserve Fund in an amount to cause the amount in the Reserve Account to equal the Reserve Account Requirement, and (iii) third, to pay other costs permitted by the PID Act. Notwithstanding the foregoing, if any funds remain on deposit in the Pledged Revenue Fund after the deposits required by (i) and (ii) above are made, the City shall have the option, in its sole and absolute discretion, to deposit such excess funds into the Redemption Fund to redeem Bonds as provided in Article IV. Notwithstanding the foregoing, the Additional Interest shall only be utilized for the purposes set forth in Section 6.7 hereof and, immediately following the initial deposit to the Pledged Revenue Fund, the Additional Interest will be deposited into the Delinquency and Prepayment Reserve Account and/or the Redemption Fund, as applicable. In addition, in the event the City owes Rebatable Arbitrage to the United States Government pursuant to Section 6.8 hereof, the City shall provide a City Directive to the Trustee, directing the Trustee to transfer to the Rebate Fund, prior to any other transfer under this Section 6.3(a), the full amount of Rebatable Arbitrage owed by the City, as further described in Section 6.10(f) hereof. Along with each transfer to the Trustee, the City shall provide a certificate as to the funds, accounts and payments into which the amounts are to be deposited or paid. (b) From time to time as needed to pay the obligations relating to the Bonds, but no later than five (5) Business Days before each Interest Payment Date, the Trustee shall withdraw from the Pledged Revenue Fund and transfer to the Principal and Interest Account of the Bond Fund, an amount, taking into account any amounts then on deposit in such Principal and Interest Account such that the amount on deposit in the Principal and Interest Account equals the principal (including any Sinking Fund Installments) and interest due on the Bonds on the next Interest Payment Date. (c) If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph (b) above, the Trustee shall apply the available funds in the Principal and Interest Account first to the payment of interest, then to the payment of principal (including any Sinking Fund Installments) on the Bonds.

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(d) The Trustee shall transfer Prepayments to the Redemption Fund promptly after deposit of such amounts into the Pledged Revenue Fund. (e) Promptly after the deposit of Foreclosure Proceeds into the Pledged Revenue Fund, the Trustee shall, pursuant to a City Directive, transfer such Foreclosure Proceeds first to the Reserve Fund to restore any transfers from the Reserve Fund made with respect to the particular Assessed Property to which the Foreclosure Proceeds relate, and second, to the Redemption Fund as follows. After deposit of Foreclosure Proceeds into the Reserve Fund, the Trustee shall deposit such Foreclosure Proceeds first into the Reserve Account if the Reserve Account does not contain the Reserve Account Requirement and if it does contain the Reserve Account Requirement, such Foreclosure Proceeds shall be deposited into the Delinquency and Prepayment Reserve Account. If both the Reserve Account and Delinquency and Prepayment Reserve Account contain their respective amounts required to be on deposit, the Trustee shall transfer such Foreclosure Proceeds to the Redemption Fund. (f) After satisfaction of the requirement to provide for the final payment of the principal and interest on the Bonds and to fund any deficiency that may exist in the Reserve Fund, the Trustee shall, pursuant to a City Directive, transfer any Pledged Revenues remaining in the Pledged Revenue Fund to the City, which monies may be used for any lawful purpose for which Assessments may be used under the PID Act. Section 6.4. Bond Fund. (a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking Fund Installments) and interest then due and payable on the Bonds. (b) If amounts in the Principal and Interest Account are insufficient for the purposes set forth in paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to cover the amount of such insufficiency pursuant to Section 6.7(g). Amounts so withdrawn from the Reserve Fund shall be deposited in the Principal and Interest Account and transferred to the Paying Agent/Registrar. Section 6.5. Project Fund. (a) Money on deposit in the Project Fund shall be used for the purposes specified in Section 3.1. (b) Disbursements from the Costs of Issuance Account of the Project Fund shall be made by the Trustee to pay costs of issuance of the Bonds pursuant to one or more City Directives. Disbursements from the Improvement Account and the Developer Improvement Account of the Project Fund to pay Costs shall be made by the Trustee upon receipt by the Trustee of a properly executed and completed Certificate for Payment. All disbursements of funds from the Improvement Account and the Developer Improvement Account shall be disbursed in accordance with a Certificate for Payment; provided that all disbursements of funds pursuant to a Certificate for Payment shall be made first from the Improvement Account until such Improvement Account has been fully depleted, and second from the Developer Improvement Account of the Project Fund. Each such City Directive shall include a list of the payees and the payments to be made to such

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payees as well as a statement that all payments shall be made by check or wire transfer in accordance with the payment instructions set forth in such City Directive or in the invoices submitted therewith and the Trustee is entitled to rely on such payment instructions with no duty to investigate or inquire as to the authenticity of or authorization for the invoice or the payment instructions contained therein. (c) Except as provided in Sections 6.5(d) and (f), money on deposit in the Project Fund shall be used solely to pay Costs.

(d) If the City Representative determines in his or her sole discretion that amounts then on deposit in the Improvement Account of the Project Fund are not expected to be expended for purposes of the Project Fund due to the abandonment, or constructive abandonment, of one or more of the Phases 3 and 4 Authorized Improvements such that, in the opinion of the City Representative, it is unlikely that the amounts in the Improvement Account of the Project Fund will ever be expended for the purposes of the Project Fund, the City Representative shall file a City Directive with the Trustee which identifies the amounts then on deposit in the Improvement Account of the Project Fund that are not expected to be used for purposes of the Project Fund. If such City Directive is so filed, the amounts on deposit in the Improvement Account of the Project Fund shall be transferred to the Bond Fund or to the Redemption Fund as directed by the City Representative in a City Directive filed with the Trustee. Upon such transfers, the Improvement Account of the Project Fund shall be closed. (e) In making any determination pursuant to this Section, the City Representative may conclusively rely upon a certificate of an Independent Financial Consultant.

(f) Upon the filing of a City Directive stating that all Phases 3 and 4 Authorized Improvements have been completed and that all Costs have been paid, or that any Costs are not required to be paid from the Project Fund pursuant to a Certificate for Payment, the Trustee shall (i) transfer the amount, if any, remaining within the Improvement Account of the Project Fund to the Bond Fund or to the Redemption Fund as directed by the City Representative in a City Directive filed with the Trustee and (ii) transfer the amount, if any, remaining in the Developer Improvement Account of the Project Fund to the Developer. Upon such transfers, the Project Fund shall be closed. (g) Upon a determination by the City Representative that all costs of issuance of the Bonds have been paid, any amounts remaining in the Costs of Issuance Account shall be transferred to the Improvement Account of the Project Fund and used to pay Costs or to the Principal and Interest Account and used to pay interest on the Bonds, as directed in a City Directive filed with the Trustee. Section 6.6. Redemption Fund. The Trustee shall cause to be deposited to the Redemption Fund from the Pledged Revenue Fund an amount sufficient to redeem Bonds as provided in Sections 4.3 and 4.4 on the dates specified for redemption as provided in Sections 4.3 and 4.4. Amounts on deposit in the Redemption Fund shall be used and withdrawn by the Trustee to redeem Bonds as provided in Article IV.

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Section 6.7. Reserve Fund. (a) The City agrees with the Owners of the Bonds to accumulate and, when accumulated, maintain in the Reserve Account, an amount equal to not less than the Reserve Account Requirement. All amounts deposited in the Reserve Account shall be used and withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest Account of the Bond Fund as provided in this Indenture. (b) Subject to 6.3(a) herein, the Trustee will transfer from the Bond Pledged Revenue Account of the Pledged Revenue Fund to the Delinquency and Prepayment Reserve Account on March 1 of each year, commencing March 1, 2021, an amount equal to the Additional Interest into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement has been accumulated in the Delinquency and Prepayment Reserve Account. At any time the amount on deposit in the Delinquency and Prepayment Reserve Account is less than Delinquency and Prepayment Reserve Requirement, the Trustee shall resume depositing such Additional Interest into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement has been met. Furthermore, once the Delinquency and Prepayment Reserve Requirement has accumulated in the Delinquency and Prepayment Reserve Account, any amounts in excess of the Delinquency and Prepayment Reserve Requirement shall be transferred by the Trustee first to the Redemption Fund to redeem Bonds as provided in Article IV provided, however, that at any time the amount on deposit in the Delinquency and Prepayment Reserve Account is less than Delinquency and Prepayment Reserve Requirement, the Trustee shall resume depositing such Additional Interest into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement has accumulated in the Delinquency and Prepayment Reserve Account. In calculating the amounts to be transferred pursuant to this Section, the Trustee may conclusively rely on the Annual Installments as shown on the Assessment Roll in the Service and Assessment Plan unless and until it receives a City Directive specifying that a different amount be used. (c) Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying the amount withdrawn and the source or account of said funds. (d) In the event of an extraordinary optional redemption of Bonds from the proceeds of a Prepayment pursuant to Section 4.4, the Trustee, pursuant to a City Directive, shall transfer from the Reserve Account of the Reserve Fund to the Redemption Fund the amount specified in such directions, which shall be an amount equal to the principal amount of Bonds to be redeemed multiplied by the lesser of: (i) the amount required to be in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds prior to the redemption, and (ii) the amount actually in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds prior to the redemption. If after such transfer, and after applying investment earnings on the Prepayment toward payment of accrued interest, there are insufficient funds to pay the principal amount plus accrued and unpaid interest on such Bonds to the date fixed for redemption of the Bonds to be redeemed as a result of such Prepayment, the Trustee shall transfer an amount equal to the shortfall from the Delinquency and Prepayment Reserve Account to the Redemption Fund to be applied to the redemption of the Bonds.

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(e) Whenever, on any Interest Payment Date, or on any other date at the request of a City Representative, the value of cash and Value of Investment Securities on deposit in the Reserve Account exceeds the Reserve Account Requirement, the Trustee shall provide written notice to the City Representative of the amount of the excess. Such excess shall be transferred to the Principal and Interest Account to be used for the payment of interest on the Bonds on the next Interest Payment Date in accordance with Section 6.4, unless within thirty days of such notice to the City Representative, the Trustee receives a City Directive instructing the Trustee to apply such excess: (i) to pay amounts due under Section 6.8 hereof or (ii) to the Administrative Fund in an amount not more than the Administrative Expenses for the Bonds. The Trustee shall incur no liability for the accuracy or validity of the transfer so long as the Trustee made such transfer in full compliance with this Section. (f) Whenever, on any Interest Payment Date, or on any other date at the written request of the City Representative, the amounts on deposit in the Delinquency and Prepayment Reserve Account exceed the Delinquency and Prepayment Reserve Requirement, the Trustee shall provide written notice to the City of the amount of the excess, and such excess shall be transferred, at the direction of the City pursuant to a City Directive, to the Administrative Fund for the payment of Administrative Expenses or to the Redemption Fund. In the event that the Trustee does not receive a City Directive directing the transfer of such excess to the Administrative Fund within 45 days of providing notice to the City of such excess, the Trustee shall transfer such excess to the Redemption Fund to redeem Bonds pursuant to Section 4.4 hereof. (g) Whenever, on any Interest Payment Date, the amount on deposit in the Bond Fund is insufficient to pay the debt service on the Bonds due on such date, the Trustee shall transfer first from the Delinquency and Prepayment Reserve Account of the Reserve Fund and second from the Reserve Account of the Reserve Fund to the Bond Fund the amounts necessary to cure such deficiency. Additional Interest shall be used to replenish first the Reserve Account of the Reserve Fund and second the Delinquency and Prepayment Reserve Account of the Reserve Fund. (h) At the final maturity of the Bonds, the amount on deposit in the Reserve Account and the Delinquency and Prepayment Reserve Account shall be transferred to the Principal and Interest Account and applied to the payment of the principal of the Bonds. (i) If, after a Reserve Account withdrawal, the amount on deposit in the Reserve Account is less than the Reserve Account Requirement, the Trustee shall transfer from the Pledged Revenue Fund to the Reserve Account the amount of such deficiency, but only to the extent that such amount is not required for the timely payment of principal, interest, or Sinking Fund Installments. (j) If the amount held in the Reserve Fund together with the amount held in the Pledged Revenue Fund, the Bond Fund and Redemption Fund is sufficient to pay the principal amount and of all Outstanding Bonds on the next date the Bonds may be optionally redeemed by the City at a redemption price of par, together with the unpaid interest accrued on such Bonds as of such date, the moneys shall be transferred to the Redemption Fund and thereafter used to redeem all Bonds on such date.

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Section 6.8. Rebate Fund: Rebatable Arbitrage. (a) The Rebate Fund is to be held by the Trustee in accordance with the terms and provisions of this Indenture. Amounts on deposit in the Rebate Fund shall be used solely for the purpose of paying amounts due the United States Government in accordance with the Code. The Rebate Fund shall not be part of the Trust Estate and shall not be security for the Bonds. (b) In order to assure that Rebatable Arbitrage is paid to the United States rather than to a third party, investments of funds on deposit in the Rebate Fund shall be made in accordance with the Code and the Tax Certificate, as further set forth in a City Directive delivered to the Trustee. The Trustee may conclusively rely on such City Directive and shall not be responsible for any loss or liability resulting from the investment of funds under this Section, but only so long as the Trustee complies with such City Directive. (c) The Trustee conclusively shall be deemed to have complied with the provisions of this Section and shall not be liable or responsible if it follows the written instructions of the City and shall not be required to take any action under this Section in the absence of instructions from the City. (d) If, on the date of each annual calculation, the amount on deposit in the Rebate Fund exceeds the amount of the Rebatable Arbitrage, the City may direct the Trustee, pursuant to a City Directive, to transfer the amount in excess of the Rebatable Arbitrage to the Bond Fund. Section 6.9. Administrative Fund. (a) Immediately upon receipt thereof, the City shall deposit or cause to be deposited to the Administrative Fund the portion of the Assessments and Annual Installments allocated to the payment of Administrative Expenses, and Delinquent Collection Costs, as set forth in the Service and Assessment Plan. (b) Moneys in the Administrative Fund shall be held by the Trustee separate and apart from the other Funds created and administered hereunder and used as directed by a City Directive solely for the purposes set forth in the Service and Assessment Plan, including payment of Administrative Expenses and Delinquent Collection Costs. The Administrative Fund shall not be part of the Trust Estate and shall not be security for the Bonds. Section 6.10. Investment of Funds. (a) Money in any Fund or Account, other than the Reserve Fund, shall be invested by the Trustee as directed by the City pursuant to a City Directive filed with the Trustee in Investment Securities; provided that all such deposits and investments shall be made in such manner that the money required to be expended from any Fund or Account will be available at the proper time or times. Money in the Reserve Fund shall be invested in such Investment Securities as directed by the City pursuant to a City Directive filed with the Trustee, provided that the final maturity of any individual Investment Security shall not exceed 270 days and the average weighted maturity of any investment pool or no-load money market mutual fund shall not exceed 90 days. Each such City Directive shall be a certification, upon which the Trustee is entitled to conclusively rely without investigation or inquiry, that the investment directed therein constitutes an Investment Security and that such investments meet the maturity and average weighted maturity requirements

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set forth in the preceding sentence. Such investments shall be valued each year in terms of the Value of Investment Securities as of September 30. For purposes of maximizing investment returns, to the extent permitted by law, money in the Funds and Accounts may be invested in common investments of the kind described above, or in a common pool of such investment which shall be kept and held at an official depository bank, which shall not be deemed to be or constitute a commingling of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is invested and the share thereof purchased with such money or owned by such Fund or Account are held by or on behalf of each such Fund or Account. If necessary, such investments shall be promptly sold to prevent any default under this Indenture. To ensure that cash on hand is invested, if the City does not give the Trustee written or timely instructions with respect to investments of funds, the Trustee is hereby directed and authorized, to invest and re-invest cash balances in Morgan Stanley, Fidelity or Federated family of funds, but only so long as such funds are authorized and permitted under the Public Funds Investment Act, Texas Government Code, Chapter 2256, as amended, or any successor law, as in effect from time to time, and only so long as such investments constitute Investment Securities and the money required to be expended from any Fund will be available at the proper time or times. (b) Obligations purchased as an investment of moneys in any Fund or Account shall be deemed to be part of such Fund or Account, subject, however, to the requirements of this Indenture for transfer of interest earnings and profits resulting from investment of amounts in Funds and Accounts. Whenever in this Indenture any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished by transferring a like amount of Investment Securities. (c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. The Trustee shall not incur any liability for losses arising from any investments made pursuant to this Section. The Trustee shall not be required to determine the legality of any investments. (d) Investments in any and all Funds and Accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times account for such investments strictly in accordance with the Funds and Accounts to which they are credited and otherwise as provided in this Indenture. (e) The Trustee will furnish to the City, upon the City's written request, periodic cash transaction statements which include detail for all investment transactions effected by the Trustee or brokers selected by the City. Upon the City's election, such statements will be delivered via the Trustee's online service and upon electing such service, paper statements will be provided only upon request. The City waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The City further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.

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(f) In the event it is found, after an annual calculation has been done pursuant to Section 6.8 hereof, that the City owes Rebatable Arbitrage to the United States Government, the City shall direct the Trustee, pursuant to a City Directive, to transfer to the Rebate Fund the investment earnings on funds on deposit in the Pledged Funds in an amount equal to the Rebatable Arbitrage owed by the City. The City Directive shall specify the amount to the transferred and the Pledged Fund or Pledged Funds from which the investment earnings shall be transferred. Section 6.11. Security of Funds. All Funds heretofore created or reaffirmed, to the extent not invested as herein permitted, shall be secured in the manner and to the fullest extent required by law for the security of public funds, and such Funds shall be used only for the purposes and in the manner permitted or required by this Indenture.

ARTICLE VII

COVENANTS

Section 7.1. Confirmation of Assessments. The City hereby confirms, covenants, and agrees that, in the Assessment Ordinance, it has levied the Assessments against the Assessed Property from which the Assessment Revenues will be collected and received. Section 7.2. Collection and Enforcement of Assessments. (a) For so long as any Bonds are Outstanding, the City covenants, agrees and warrants that it will take and pursue all reasonable actions permissible under Applicable Laws to cause the Assessments to be collected and the liens thereof enforced continuously, in the manner and to the maximum extent permitted by Applicable Laws, and to cause no reduction, abatement or exemption in the Assessments. (b) To the extent permitted by law, notice of the Annual Installments shall be sent by, or on behalf of, the City to the affected property owners on the same statement or such other mechanism that is used by the City, so that such Annual Installments are collected simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City.

(c) The City will determine or cause to be determined, no later than February 15 of each year, whether or not any Annual Installment is delinquent and, if such delinquencies exist, the City will order and cause to be commenced as soon as practicable any and all appropriate and legally permissible actions to obtain such Annual Installment, and any delinquent charges and interest thereon, including diligently prosecuting an action in district court to foreclose the currently delinquent Annual Installment. Notwithstanding the foregoing, the City shall not be required under any circumstances to purchase or make payment for the purchase of the delinquent Assessments or the corresponding particular Assessed Property.

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(d) The City shall not be required under any circumstances to expend any funds for Delinquent Collection Costs or Administrative Expenses in connection with its covenants and agreements under this Section or otherwise other than funds on deposit in the Administrative Fund. Section 7.3. Against Encumbrances. (a) Other than Refunding Bonds issued to refund all or a portion of the Bonds, the City shall not create and, to the extent Pledged Revenues are received, shall not suffer to remain, any lien, encumbrance or charge upon the Pledged Revenues or upon any other property pledged under this Indenture, except the pledge created for the security of the Bonds, and other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds. (b) So long as Bonds are Outstanding hereunder, the City shall not issue any bonds, notes or other evidences of indebtedness, other than the Bonds and Refunding Bonds issued to refund all or a portion of the Bonds, secured by any pledge of or other lien or charge on the Pledged Revenues or other property pledged under this Indenture, other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds. Section 7.4. Records, Accounts, Accounting Reports. The City hereby covenants and agrees that so long as any Bonds are Outstanding, it will keep and maintain a proper and complete system of records and accounts pertaining to the Assessments. The Trustee and holder or holders of any Bonds or any duly authorized agent or agents of such holders shall have the right at all reasonable times to inspect all such records, accounts, and data relating thereto, upon written request to the City by the Trustee or duly authorized representative, as applicable. The City shall provide the Trustee or duly authorized representative, as applicable, an opportunity to inspect such books and records relating to the Bonds during the City's regular business hours and on a mutually agreeable date not later than thirty days after the City receives such request. Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds.

(a) The City covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as an obligation described in section 103 of 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 City covenants as follows:

(1) to take any action to assure that no more than 10 percent of the proceeds of

the Bonds (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 City, with respect to such private business use, do not, under the terms of this Article 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

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projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use;

(3) to take any action to assure that no amount that is greater than the lesser of

$5,000,000, or 5 percent of the proceeds of the 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 that would otherwise result in the Bonds

being treated as a "private activity bond" 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 that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the 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 an advance refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the Bonds is issued, and in the case of a current refunding bond, for a period of 90 days or less,

(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 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 refrain from using the proceeds of the Bonds or proceeds of any prior

bonds to pay debt service on another issue more than ninety (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).

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(b) In order to facilitate compliance with the above covenant (a)(8), the Rebate Fund is

established by the City pursuant to Section 6.1 for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered Owner. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.

(c) The City 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 City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto (the "Treasury Regulations"). In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the City 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 under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Bonds, the City 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 City hereby authorizes and directs the Mayor to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds.

(d) The City covenants to account for the expenditure of sale proceeds and investment

earnings to be used for Costs on its books and records in accordance with the requirements of the Code. The City 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 Phases 3 and 4 Authorized Improvements are completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the 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 is retired. The City 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 City 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) The City covenants that the projects funded with the proceeds of the Bonds will not

be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City 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

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compensation. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest.

ARTICLE VIII

LIABILITY OF CITY Section 8.1. Liability of City. (a) Neither the full faith and credit nor the general taxing power of the City is pledged to the payment of the Bonds, and no City taxes, fee or revenues from any source are pledged to the payment of, or available to pay any portion of, the Bonds or any other obligations relating to the District. The City shall never be liable for any obligations relating to the Bonds or other obligations relating to the District, other than as specifically provided for in this Indenture. (b) The City shall not incur any responsibility in respect of the Bonds or this Indenture other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own willful default or act of bad faith. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions covenants or agreements of the Trustee herein or of any of the documents executed by the Trustee in connection with the Bonds, or as to the existence of a default or event of default thereunder. (c) In the absence of bad faith, the City may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Indenture. The City shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. (d) No provision of this Indenture, the Bonds, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered or approved in connection with the issuance, sale, delivery, or administration of the Bonds (collectively, the "Bond Documents"), shall require the City to expend or risk its own general funds or other funds or otherwise incur any financial liability (other than with respect to the Pledged Revenues) in the performance of any of its obligations hereunder, or in the exercise of any of its rights or powers, if in the judgment of the City there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. (e) Neither the Owners nor any other Person shall have any claim against the City or any of its officers, officials, agents, or employees for damages suffered as a result of the City's failure to perform in any respect any covenant, undertaking, or obligation under any Bond Documents or as a result of the incorrectness of any representation in, or omission from, any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond Documents and the PID Act. Any such claim shall be payable only from Pledged Revenues. Nothing contained in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against the City or any of its officers, officials,

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agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Bonds by mandamus or other proceeding at law or in equity. (f) The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its duties under this Indenture the City shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant, an independent inspector or City Manager or other person designated by the City Council to so act on behalf of the City, and such certificate shall be full warrant to the City for any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. (g) In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations, and directions of such persons or entities.

ARTICLE IX

THE TRUSTEE

Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent. (a) The Trustee accepts and agrees to execute the respective trusts imposed upon it by this Indenture, but only upon the terms and conditions and subject to the provisions of this Indenture to all of which the parties hereto and the respective Owners of the Bonds agree. (b) The Trustee is hereby designated and agrees to act also in the capacity as Paying Agent/Registrar for and in respect to the Bonds. Section 9.2. Trustee Entitled to Indemnity. The Trustee shall be under no obligation to institute any suit, or to undertake any proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction by the Owners against any and all costs and expenses, outlays, and counsel fees and other reasonable disbursements, and against all liability except as a consequence of its own negligence or willful misconduct; provided, however, that in no event shall the Trustee request or

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require indemnification as a condition to making any deposits, payments or transfers when directed in writing and required hereunder, or to deliver any notice when directed in writing and required hereunder. Nevertheless, the Trustee may begin suit, or appear in and defend suit, or do anything else proper to be done by it as the Trustee, and in such case the Trustee may make transfers from the Pledged Revenue Fund and Administrative Fund to pay all costs and expenses, outlays, and counsel fees and other reasonable disbursements properly incurred in connection therewith and shall be entitled to a preference therefor over any Bonds Outstanding hereunder. Section 9.3. Responsibilities of the Trustee. (a) The recitals contained in this Indenture and in the Bonds shall be taken as the statements of the City and the Trustee assumes no responsibility for and undertakes no duty to verify the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or the Bonds or with respect to the security afforded by this Indenture, and the Trustee shall incur no liability with respect thereto. Except as otherwise expressly provided in this Indenture, the Trustee shall have no responsibility or duty with respect to: (i) the issuance of Bonds for value; (ii) the application of the proceeds thereof, except to the extent that such proceeds are received by the Trustee as consideration for serving in its capacity as Trustee; (iii) the application of any moneys paid to the City or others in accordance with this Indenture, except as to the application of any moneys paid to the Trustee as consideration for serving in its capacity as Trustee; (iv) any calculation of arbitrage or rebate under the Code or (v) to undertake any other action unless specifically authorized or required pursuant to a written City Directive or pursuant to this Indenture. (b) The duties and obligations of the Trustee shall be determined by the express provisions of this Indenture, and the Trustee shall not be liable for the performance of its duties and obligations as are specifically set forth in this Indenture, except for the Trustee’s own negligence or willful misconduct. The Trustee will, prior to any Event of Default and after curing of any Event of Default, perform such duties and only such duties as are specifically set forth herein. The Trustee will, during the existence of an Event of Default, exercise such rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his/her own affairs.

(c) The Trustee shall not be liable for any action taken or omitted by it in the performance of its duties under this Indenture, except for its own negligence or willful misconduct. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from this Indenture for the existence, furnishing, or use of the District. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in principal amount of the Bonds then Outstanding relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture.

(d) The Trustee may execute any of the trusts or powers hereunder or perform any

duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due case and in good faith by it hereunder.

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Section 9.4. Property Held in Trust. All moneys and securities held by the Trustee at any time pursuant to the terms of this Indenture shall be held by the Trustee in trust for the purposes and under the terms and conditions of this Indenture. Section 9.5. Trustee Protected in Relying on Certain Documents. (a) The Trustee is entitled to rely upon any order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond, or other document provided to the Trustee in accordance with the terms of this Indenture that it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or Person or to have been prepared and furnished pursuant to any of the provisions of this Indenture, or upon the written opinion of any counsel, architect, engineer, insurance consultant, management consultant, or accountant that the Trustee shall in good faith reasonably believe to be qualified in relation to the subject matter or is selected by the City in accordance with this Indenture, and the Trustee shall be under no duty to make any investigation or inquiry into any statements contained, the validity thereof, or matters referred to in any such instrument. Subject to Section 9.1 and 9.3, the Trustee may consult with counsel selected by the Trustee with due care, who may or may not be Bond Counsel, and any advice from such counsel with respect to compliance with the provisions of this Indenture shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder, reasonably and in good faith, in accordance with such advice. (b) Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Indenture, such matter may be deemed to be conclusively proved and established by a City Directive, unless other evidence in respect thereof be hereby specifically prescribed. Such City Directive shall be full warrant for any action taken or suffered in good faith under the provisions hereof, but the Trustee may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. Except as otherwise expressly provided herein, any request, order, notice, or other direction required or permitted to be furnished pursuant to any provision hereof by the City to the Trustee shall be sufficiently executed if executed in the name of the City by the City Representative. (c) The Trustee shall not be under any obligation to see to the recording or filing of this Indenture, or otherwise to the giving to any Person of notice of the provisions hereof except as expressly required in Section 9.13. Section 9.6. Compensation. Unless otherwise provided by contract with the Trustee, the Trustee shall transfer from the Administrative Fund, the previously determined and agreed upon reasonable compensation for all services rendered by it hereunder, including its services as Paying Agent/Registrar, together with all costs for any extraordinary services rendered, and its reasonable expenses, charges, and other disbursements and those of its counsel, agents and employees, incurred in and about the administration and execution of the trusts hereby created and the exercise of its powers and the performance of its duties hereunder, all pursuant to a City Directive and subject to any limit on the amount of such compensation or recovery of expenses or other charges as shall be prescribed by

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such City Directive, and the Trustee shall have a lien therefor on any and all funds at any time held by it in the Administrative Fund. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Trustee has reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. If the City shall fail to make any payment required by this Section, the Trustee shall make such payment from lawfully available funds (other than funds designated by the City for Rebatable Arbitrage) in its possession under the provisions of this Indenture. Section 9.7. Permitted Acts. The Trustee and its directors, officers, employees, or agents may become the owner of or may in good faith buy, sell, own, hold and deal in Bonds and may join in any action that any Owner of Bonds may be entitled to take as fully and with the same rights as if it were not the Trustee. The Trustee may act as depository, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, the City or any committee formed to protect the rights of holders of Bonds or to effect or aid in any reorganization growing out of the enforcement of the Bonds or this Indenture, whether or not such committee shall represent the holders of a majority of the Bonds. Section 9.8. Resignation of Trustee. The Trustee may at any time resign and be discharged of its duties and obligations hereunder by giving not fewer than sixty (60) days' notice, specifying the date when such resignation shall take effect, to the City and each Owner of any Outstanding Bond. Notwithstanding the foregoing, such resignation shall take effect upon the appointment of a successor as provided in Section 9 .10 and the acceptance of such appointment by such successor. Notwithstanding the foregoing, if, after 60 days following receipt of the notice, the City has not appointed a successor Trustee, the Trustee may apply to a court of competent jurisdiction to appoint a successor Trustee, at no expense to the Trustee, and such resignation shall take effect upon the court's appointment of a successor Trustee. Section 9.9. Removal of Trustee. The Trustee may be removed at any time by (i) the Owners of at least a majority of the Bonds by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or by their attorneys-in-fact, duly authorized and delivered to the City, or (ii) so long as the City is not in default under this Indenture, the City. Copies of each such instrument shall be delivered by the City to the Trustee and any successor thereof. The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the City or the Owners of not less than 10% of the principal amount of the Bonds then Outstanding. Section 9.10. Successor Trustee. (a) If the Trustee shall resign, be removed, be dissolved, or become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator of the

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Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs, the position of the Trustee hereunder shall thereupon become vacant. (b) If the position of Trustee shall become vacant for any of the foregoing reasons or for any other reason, a successor Trustee may be appointed within one year after any such vacancy shall have occurred by the Owners of at least 25% of the Bonds by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or their attorneys-in-fact, duly authorized and delivered to such successor Trustee, with notification thereof being given to the predecessor Trustee and the City. (c) Until such successor Trustee shall have been appointed by the Owners of the Bonds, the City shall forthwith appoint a Trustee to act hereunder. Copies of any instrument of the City providing for any such appointment shall be delivered by the City to the Trustee so appointed. The City shall mail notice of any such appointment to each Owner of any Outstanding Bonds within 30 days after such appointment. Any appointment of a successor Trustee made by the City immediately and without further act shall be superseded and revoked by an appointment subsequently made by the Owners of Bonds. (c) If in a proper case no appointment of a successor Trustee shall be made within 45 days after the giving by any Trustee of any notice of resignation in accordance with Section 9.8 or after the occurrence of any other event requiring or authorizing such appointment, the Trustee or any Owner of Bonds may apply to any court of competent jurisdiction for the appointment of such a successor, and the court may thereupon, after such notice, if any, as the court may deem proper, appoint such successor and the City shall be responsible for the costs of such appointment process. (e) Any successor Trustee appointed under the provisions of this Section shall be a commercial bank or trust company or national banking association (i) having a capital and surplus and undivided profits aggregating at least $50,000,000, if there be such a commercial bank or trust company or national banking association willing and able to accept the appointment on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the Trustee required by this Indenture. (f) Each successor Trustee shall mail, in accordance with the provisions of the Bonds, notice of its appointment to the Trustee, any rating agency which, at the time of such appointment, is providing a rating on the Bonds and each of the Owners of the Bonds. Section 9.11. Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under the provisions of Section 9.10 shall execute, acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such appointment, and thereupon such successor, without any further act, deed, or conveyance, shall become fully vested with all moneys, estates, properties, rights, immunities, powers, duties, obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or of such successor, execute, acknowledge, and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor all the rights, immunities, powers, and trusts , upon the receipt of payment of its outstanding charges of such Trustee and all the right, title, and interest of

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such Trustee in and to the Trust Estate, and shall pay over, assign, and deliver to such successor any moneys or other properties subject to the trusts and conditions herein set forth. Should any deed, conveyance, or instrument in writing from the City be required by such successor for more fully and certainly vesting in and confirming to it any such moneys, estates, properties, rights, powers, duties, or obligations, any and all such deeds, conveyances, and instruments in writing, on request and so far as may be authorized by law, shall be executed, acknowledged, and delivered by the City. Section 9.12. Merger, Conversion or Consolidation of Trustee. Any corporation or association into which the Trustee may be merged or with which it may be consolidated or any corporation or association resulting from any merger, conversion or consolidation to which it shall be a party or any corporation or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to such Trustee hereunder, without any further act, deed or conveyance, provided that such corporation or association shall be a commercial bank or trust company or national banking association qualified to be a successor to such Trustee under the provisions of Section 9.10, or a trust company that is a wholly-owned subsidiary of any of the foregoing. Section 9.13. Trustee To File Continuation Statements. If necessary, the Trustee shall file or cause to be filed, at the City's expense, such continuation statements as may be delivered to the Trustee and which may be required by the Texas Uniform Commercial Code, as from time to time in effect (the "UCC"), in order to continue perfection of the security interest of the Trustee in such items of tangible or intangible personal property and any fixtures as may have been granted to the Trustee pursuant to this Indenture in the time, place and manner required by the UCC; provided unless the Trustee is otherwise notified by the City, the Trustee may conclusively rely upon (and be fully protected in relying upon) the initial filing statements or the description of collateral in such initial filing statements delivered to Trustee by the City in filing any continuation statements hereunder in the same filing offices as the initial filings were made. The Trustee is not responsible for the initial filing of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings required by any amendments to Article 9 of the Uniform Commercial Code. Section 9.14. Accounts, Periodic Reports and Certificates. The Trustee shall keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the Funds and Accounts established by this Indenture and which shall at all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in principal amount of the Bonds then Outstanding or their representatives duly authorized in writing. Section 9.15. Construction of Indenture. The Trustee may construe any of the provisions of this Indenture insofar as the same may appear to be ambiguous or inconsistent with any other provision hereof, and any construction of

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any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of the Bonds.

ARTICLE X

MODIFICATION OR AMENDMENT OF THIS INDENTURE

Section 10.1. Amendments Permitted. (a) This Indenture and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture, except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Bonds, or with the written consent without a meeting, of the Owners of the Bonds of at least fifty-one percent (51%) of the aggregate principal amount of the Bonds then Outstanding and City approval of such modification or amendment. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Pledged Revenues superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by Applicable Laws or this Indenture), or reduce the percentage of Bonds required for the amendment hereof. Any such amendment shall not modify any of the rights or obligations of the Trustee without its prior written consent. (b) This Indenture and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Indenture, without the consent of any Owners, only to the extent permitted by law, and only for anyone or more of the following purposes: (i) to add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (ii) to make modifications not adversely affecting any Outstanding Bonds in any material respect; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in regard to questions arising under this Indenture, as the City and the Trustee may deem necessary or desirable and not inconsistent with this Indenture, and that shall not adversely affect the rights of the Owners of the Bonds; and (iv) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Bonds. Section 10.2. Owners' Meetings. The City may at any time call a meeting of the Owners of the Bonds. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct of said meeting.

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Section 10.3. Procedure for Amendment with Written Consent of Owners. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted by Section 10.1, to take effect when and as provided in this Section. A copy of such Supplemental Indenture, together with a request to Owners for their consent thereto, if such consent is required pursuant to Section 10.1, shall be mailed by first class mail, by the Trustee to each Owner of Bonds from whom consent is required under this Indenture, but failure to mail copies of such Supplemental Indenture and request shall not affect the validity of the Supplemental Indenture when assented to as in this Section provided. (b) Such Supplemental Indenture shall not become effective unless there shall be filed with the Trustee the written consents of the Owners as required by this Indenture and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 11.6. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof), unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. (c) After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Indenture, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Indenture, stating in substance that the Supplemental Indenture has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Indenture or consents thereto). Proof of the mailing of such notice shall be filed with the Trustee. A record, consisting of the papers required by this Section 10.3 to be filed with the Trustee, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Indenture shall become effective upon the filing with the Trustee of the proof of mailing of such notice, and the Supplemental Indenture shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Section 10.4. Procedure for Amendment Not Requiring Owner Consent. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted by Section 10.1(b), to take effect when and as provided in this Section. The City shall direct the Trustee in writing to provide a copy of such Supplemental Indenture, together with a notice stating that the Supplemental Indenture does not require Owner consent, to mail by first-class mail to each Owner of Bonds, but failure to mail copies of such Supplemental Indenture shall not affect the validity of the Supplemental Indenture. The Trustee shall retain the proof of its mailing of such notice. A record, consisting of the papers required by this Section 10.4, shall be proof of the matters therein stated until the contrary is proved.

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(b) The Supplemental Indenture shall become effective upon the execution and delivery of such Supplemental Indenture by the Trustee and the City, and the Supplemental Indenture shall be deemed conclusively binding upon the City, the Trustee and the Owners of all Bonds as of the date of such execution and delivery. Section 10.5. Effect of Supplemental Indenture.

From and after the time any Supplemental Indenture becomes effective pursuant to this Article X, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties, and obligations under this Indenture of the City, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 10.6. Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article X shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the designated office of the Trustee or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners' action, shall be prepared, executed, and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the designated office of the Trustee without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 10.7. Amendatory Endorsement of Bonds. The provisions of this Article X shall not prevent any Owner from accepting any amendment as to the particular Bonds held by such Owner, provided that due notation thereof is made on such Bonds. Section 10.8. Waiver of Default. With the written consent of at least a majority in aggregate principal amount of the Bonds then Outstanding, the Owners may waive compliance by the City with certain past defaults under this Indenture and their consequences. Any such consent shall be conclusive and binding upon the Owners and upon all future Owners. Section 10.9. Execution of Supplemental Indenture.

In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an opinion of counsel addressed and delivered to the Trustee and the City stating that the execution of such Supplemental Indenture is permitted by and in compliance with this Indenture. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

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ARTICLE XI

DEFAULT AND REMEDIES

Section 11.1. Events of Default. Each of the following occurrences or events shall be and is hereby declared to be an "Event of Default," to wit: (i) The failure of the City to deposit the Pledged Revenues to the Pledged Revenue Fund; (ii) The failure of the City to enforce the collection of the Assessments including the prosecution of foreclosure proceedings, in accordance with Section 7.2; (iii) Default in the performance or observance of any covenant, agreement or obligation of the City under this Indenture, other than a default under (iv) below, and the continuation thereof for a period of ninety (90) days after written notice specifying such default and requiring same to be remedied shall have been given to the City by the Trustee, which shall give such notice at the written request of the Owners of not less than fifty-one percent (51%) in principal amount of the Bonds then Outstanding; provided, however, if the default stated in the notice is capable of cure but cannot reasonably be cured within the applicable period, the City shall be entitled to a further extension of time reasonably necessary to remedy such default so long as corrective action is instituted by the City within the applicable period and is diligently pursued until such failure is corrected, but in no event for a period of time of more than one hundred eighty (180) days after such notice; and

(iv) The failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable and such failure is not remedied within thirty (30) days thereafter. Section 11.2. Immediate Remedies for Default. (a) Subject to Article VIII, upon the happening and continuance of any of the Events of Default described in Section 11.1, then and in every such case the Trustee may proceed, and upon the written request of the Owners of not less than fifty-one percent (51%) in principal amount of the Bonds then Outstanding hereunder shall proceed, to protect and enforce the rights of the Owners under this Indenture, by action seeking mandamus or by other suit, action, or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief to the extent permitted by Applicable Laws, including, but not limited to, the specific performance of any covenant or agreement contained herein, or injunction; provided, however, that no action for money damages against the City may be sought or shall be permitted. (b) PURSUANT TO SECTION 11.7, THE PRINCIPAL OF THE BONDS SHALL NOT BE SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES. (c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect to Outstanding Bonds, in the selection of Trust Estate assets to be used in the payment of Bonds due

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under this Article, the City shall determine, in its absolute discretion, and shall instruct the Trustee by City Directive, which Trust Estate assets shall be applied to such payment and shall not be liable to any Owner or other Person by reason of such selection and application. In the event that the City shall fail to deliver to the Trustee such City Directive, the Trustee shall select and liquidate or sell Trust Estate assets as provided in the following paragraph, and the Trustee shall not be liable to any Owner, or other Person, or the City by reason of the following selection process, liquidation or sale. (d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of and whether other remedies authorized under this Indenture shall have been pursued in whole or in part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title, interest, claim and demand thereto and the right of redemption thereof, in one or more parts, at any such place or places, and at such time or times and upon such notice and terms, specifically in inverse order of value pursuant to a certified appraisal or real or personal property or market value of investments as set forth in the United States Stock Exchange, and as may be required by law and apply the proceeds thereof in accordance with the provisions of this Section. Upon such sale, the Trustee may make and deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the City, and all other Persons claiming such properties. No purchaser at any sale shall be bound to see to the application of the purchase money proceeds thereof or to inquire as to the authorization, necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary or, in the judgement of the Trustee, proper for the purpose which may be designated in such request. Section 11.3. Restriction on Owner's Action. (a) No Owner shall have any right to institute any action, suit or proceeding at law or in equity for the enforcement of this Indenture or for the execution of any trust thereof or any other remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee has received prior notice in writing as provided in Section 11.1, (ii) such default has become an Event of Default and the Owners of not less than fifty-one percent (51%) of the aggregate principal amount of the Bonds then Outstanding have made written request to the Trustee directing the Trustee to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, (iii) the Owners have furnished to the Trustee written evidence of indemnity as provided in Section 9.2, (iv) the Trustee has for 60 days after such prior written notice failed or refused to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its own name, (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Owners of not less than fifty-one percent (51%) of the aggregate principal amount of the Bonds then Outstanding, and (vi) notice of such action, suit, or proceeding is given to the Trustee; however, no one or more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb, or prejudice this Indenture by its, his or their action or to enforce any right hereunder except in the manner provided herein, and that all proceedings at law or in equity shall be instituted and maintained in the manner provided herein and for the equal benefit of the Owners of all Bonds then Outstanding. The notification, request and furnishing of indemnity set forth above shall be conditions precedent to the execution of the

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powers and trusts of this Indenture and to any action or cause of action for the enforcement of this Indenture or for any other remedy hereunder. (b) Subject to Article VIII, nothing in this Indenture shall affect or impair the right of any Owner to enforce, by action at law, payment of any Bond at and after the maturity thereof, or on the date fixed for redemption or the obligation of the City to pay each Bond issued hereunder to the respective Owners thereof at the time and place, from the source and in the manner expressed herein and in the Bonds. (c) In case the Trustee or any Owners of Bonds shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or any Owners of Bonds, then and in every such case the City, the Trustee and the Owners of Bonds shall be restored to their former positions and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 11.4. Application of Revenues and Other Moneys After Default. (a) All moneys, securities, funds and Pledged Revenues and the income therefrom received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the cost and expenses of the proceedings resulting in the collection of such amounts, the expenses (including its counsel), liabilities, and advances incurred or made by the Trustee and the fees of the Trustee in carrying out this Indenture, during the continuance of an Event of Default, notwithstanding Section 11.2, be applied by the Trustee, on behalf of the City, to the payment of interest and principal or Redemption Price then due on Bonds, as follows:

FIRST: To the payment to the Owners entitled thereto all installments of interest then due in the direct order of maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment, then to the payment thereof ratably, according to the amounts due on such installment, to the Owners entitled thereto, without any discrimination or preference; and SECOND: To the payment to the Owners entitled thereto of the unpaid principal of Outstanding Bonds, or Redemption Price of any Bonds which shall have become due, whether at maturity or by call for redemption, in the direct order of their due dates and, if the amounts available shall not be sufficient to pay in full all the Bonds due on any date, then to the payment thereof ratably, according to the amounts of principal due and to the Owners entitled thereto, without any discrimination or preference.

Following its receipt of written directions from the City to make the payments described in this paragraph, the Trustee shall make payments to the Owners of Bonds pursuant to this Section 11.4 within 30 days of receipt of such good and available funds, and the record date shall be the date the Trustee receives such good and available funds. (b) In the event funds are not adequate to cure any of the Events of Default described in Section 11.1, the available funds shall be allocated to the Bonds that are Outstanding in proportion to the quantity of Bonds that are currently due and in default under the terms of this Indenture.

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(c) The restoration of the City to its prior position after any and all defaults have been cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under this Indenture or impair any right consequent thereon. Section 11.5. Effect of Waiver. No delay or omission of the Trustee, or any Owner, to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee or the Owners, respectively, may be exercised from time to time and as often as may be deemed expedient. Section 11.6. Evidence of Ownership of Bonds. (a) Any request, consent, revocation of consent or other instrument which this Indenture may require or permit to be signed and executed by the Owners of Bonds may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of any instrument appointing any such attorney, or the holding by any Person of the Bonds shall be sufficient for any purpose of this Indenture (except as otherwise herein expressly provided) if made in the following manner:

(i) The fact and date of the execution of such instruments by any Owner of Bonds or the duly appointed attorney authorized to act on behalf of such Owner may be provided by a guarantee of the signature thereon by a bank or trust company or by the certificate of any notary public or other officer authorized to take acknowledgments of deeds, that the Person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such signature guarantee, certificate, or affidavit shall also constitute sufficient proof of his authority.

(ii) The ownership of Bonds and the amount, numbers and other identification and date of holding the same shall be proved by the Register.

(b) Except as otherwise provided in this Indenture with respect to revocation of a consent, any request or consent by an Owner of any Bond shall bind all future Owners of the same Bond in respect of anything done or suffered to be done by the City or the Trustee in accordance therewith. Section 11.7. No Acceleration. In the event of the occurrence of an Event of Default under Section 11.1, the right of acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of acceleration under this Indenture is expressly denied.

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Section 11.8. Mailing of Notice. Any provision in this Article for the mailing of a notice or other document to Owners shall be fully complied with if it is mailed, first class postage prepaid, only to each Owner at the address appearing upon the Register. Section 11.9. Exclusion of Bonds. Bonds owned or held by or for the account of the City will not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds provided for in this Indenture, and the City shall not be entitled with respect to such Bonds to give any consent or take any other action provided for in this Indenture.

ARTICLE XII

GENERAL COVENANTS AND REPRESENTATIONS

Section 12.1. Representations as to Pledged Revenues. (a) The City represents and warrants that it is authorized by Applicable Laws to authorize and issue the Bonds, to execute and deliver this Indenture and to pledge the Pledged Revenues in the manner and to the extent provided in this Indenture, and that the Pledged Revenues are and will be and remain free and clear of any pledge, lien, charge, or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Indenture except as expressly provided herein. (b) The City shall at all times, to the extent permitted by Applicable Laws, defend, preserve and protect the pledge of the Pledged Revenues and all the rights of the Owners and the Trustee, under this Indenture against all claims and demands of all Persons whomsoever. (c) Subject to Section 7.2(d), the City will take all steps reasonably necessary and appropriate, and will provide written direction to the Trustee to take all steps reasonably necessary and appropriate to collect all delinquencies in the collection of the Assessments and any other amounts pledged to the payment of the Bonds to the fullest extent permitted by the PID Act and other Applicable Laws. Section 12.2. General. The City shall do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the City under the provisions of this Indenture.

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ARTICLE XIII

SPECIAL COVENANTS

Section 13.1. Further Assurances; Due Performance. (a) At any and all times the City will duly execute, acknowledge and deliver, or will cause to be done, executed and delivered, all and every such further acts, conveyances, transfers, and assurances in a manner as the Trustee shall reasonably require for better conveying, transferring, pledging, and confirming unto the Trustee, all and singular, the revenues, Funds, Accounts and properties constituting the Pledged Revenues, and the Trust Estate hereby transferred and pledged, or intended so to be transferred and pledged. (b) The City will duly and punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and performed, contained in this Indenture. Section 13.2. Other Obligations or Other Liens; Refunding Bonds. (a) The City reserves the right to issue obligations under other indentures, assessment ordinances, or similar agreements or other obligations which do not constitute or create a lien on the Trust Estate and are not payable from Pledged Revenues. (b) Other than Refunding Bonds issued to refund all or a portion of the Bonds, the City will not create or voluntarily permit to be created any debt, lien or charge on the Trust Estate, and will not do or omit to do or suffer to be done or omit to be done any matter or things whatsoever whereby the lien of this Indenture or the priority hereof might or could be lost or impaired; and further covenants that it will pay or cause to be paid or will make adequate provisions for the satisfaction and discharge of all lawful claims and demands which if unpaid might by law be given precedence over or any equality with this Indenture as a lien or charge upon the Pledged Revenues or Pledged Funds; provided, however, that nothing in this Section shall require the City to apply, discharge, or make provision for any such lien, charge, claim, or demand so long as the validity thereof shall be contested by it in good faith, unless thereby, in the opinion of counsel to the Trustee, the same would endanger the security for the Bonds. (c) Notwithstanding any contrary provision of this Indenture, the City shall not issue additional bonds, notes or other obligations under this Indenture, secured by any pledge of or other lien or charge on the Pledged Revenues or other property pledged under this Indenture, other than Refunding Bonds. The City reserves the right to issue Refunding Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by the laws of the State. In addition, the City reserves the right to issue Additional Obligations as described below, which Additional Obligations will not be secured by the Trust Estate. (d) The City reserves the right to issue Additional Obligations to finance the cost of future local improvements within a proposed development area or phase (or a portion thereof) in the District as the development proceeds. Such Additional Obligations will be secured by separate assessments levied on the future development area and will be reflected in an amended and restated SAP. The proposed development area projects will be identified and the determination of their

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cost will be deferred until a later date, and will be reflected in an amended and restated SAP. The City may but is under no obligation to issue Additional Obligations, including for future development areas or phases in the District, for any purpose permitted by the PID Act and in accordance with the conditions set forth in this Section. Section 13.3. Books of Record. (a) The City shall cause to be kept full and proper books of record and accounts, in which full, true and proper entries will be made of all dealings, business and affairs of the City, which relate to the Pledged Revenues, the Pledged Funds, and the Bonds. (b) The Trustee shall have no responsibility with respect to the financial and other information received by it pursuant to this Section 13.3 except to receive and retain same, subject to the Trustee's document retention policies, and to distribute the same in accordance with the provisions of this Indenture.

ARTICLE XIV

PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THE INDENTURE

Section 14.1. Trust Irrevocable. The trust created by the terms and provisions of this Indenture is irrevocable until the Bonds secured hereby are fully paid or provision is made for their payment as provided in this Article. Section 14.2. Satisfaction of Indenture. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Owners, principal of and interest on all of the Bonds, at the times and in the manner stipulated in this Indenture, and all amounts due and owing with respect to the Bonds have been paid or provided for, then the pledge of the Trust Estate and all covenants, agreements, and other obligations of the City to the Owners of such Bonds, shall thereupon cease, terminate, and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the City copies of all such documents as it may have evidencing that principal of and interest on all of the Bonds has been paid so that the City may determine if this Indenture is satisfied; if so, the Trustee shall pay over or deliver all moneys held by it in the Funds and Accounts held hereunder to the Person entitled to receive such amounts, or, if no Person is entitled to receive such amounts, then to the City. Section 14.3. Bonds Deemed Paid. (a) Any Outstanding Bonds shall, prior to the Stated Maturity or redemption date thereof, be deemed to have been paid and no longer Outstanding within the meaning of this Indenture (a "Defeased Debt"), and particularly this Article XIV, when payment of the principal of, premium, if any, on such Defeased Debt, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, redemption, or otherwise), either (1) shall have been made in accordance with the terms thereof, or (2) shall have been provided by irrevocably depositing with the Trustee, in trust, and irrevocably set aside exclusively for such payment, (A) money sufficient to make such payment or (B) Defeasance Securities, certified by an independent public

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accounting firm of national reputation to mature as to principal and interest in such amount and at such times as will insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. Neither Defeasance Securities nor moneys deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest on the Bonds. Any cash received from such principal of and interest on such Defeasance Securities deposited with the Trustee, if not then needed for such purpose, shall be reinvested in Defeasance Securities as directed by the City maturing at times and in amounts sufficient to pay when due the principal of and interest on the Bonds on and prior to such redemption date or maturity date thereof, as the case may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Defeasance Securities.

(b) Any determination not to redeem Defeased Debt that is made in conjunction with the payment arrangements specified in Sections 14.3(a)(1) or 14.3(a)(2) shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the Defeased Debt for redemption; (2) the City gives notice of the reservation of that right to the Owners of the Defeased Debt immediately following the defeasance; (3) the City directs that notice of the reservation be included in any defeasance or redemption notices that it authorizes; and (4) at or prior to the time of the redemption, the City satisfies the conditions of clause (a) of this Section 14.3 with respect to such Defeased Debt as though it was being defeased at the time of the exercise of the option to redeem the Defeased Debt, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the Defeased Debt.

(c) Until all Defeased Debt shall have become due and payable, the Trustee and the

Paying Agent/Registrar each shall perform the services of Trustee and Paying Agent/Registrar for such Defeased Debt the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Indenture.

ARTICLE XV

MISCELLANEOUS

Section 15.1. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any Person other than the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Trustee. Section 15.2. Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the City or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

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Section 15.3. Execution of Documents and Proof of Ownership by Owners. (a) Any request, declaration, or other instrument which this Indenture may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys duly appointed in writing. (b) Except as otherwise expressly provided herein, the fact and date of the execution by any Owner or his attorney of such request, declaration, or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the Person signing such request, declaration, or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. (c) Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number, and date of holding the same shall be proved by the Register. (d) Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Trustee in good faith and in accordance therewith. Section 15.4. No Waiver of Personal Liability. No member, officer, agent, or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent, or employee from the performance of any official duty provided by law. Section 15.5. Notices to and Demands on City and Trustee. (a) Except as otherwise expressly provided herein, all notices or other instruments required or permitted under this Indenture shall be in writing and shall be faxed, delivered by hand, or mailed by first class mail, postage prepaid, and addressed as follows:

If to the City City of Princeton, Texas Attn: City Manager 123 W. Princeton Drive Princeton, Texas 75407 with a copy to: McCall, Parkhurst & Horton LLP Attn: Jeff Gulbas 717 North Harwood, Suite 900 Dallas, Texas 75201

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If to the Trustee and initially acting in the capacity of Paying Agent/Registrar

Regions Bank 3773 Richmond Ave., Suite 1100 Houston, Texas 77046 Attn: Corporate Trust with a copy to: McGuire, Craddock & Strother, P.C. Attn: Susan Mills Cipione 500 N. Akard, Suite 2200 Dallas, Texas 75201

(b) Any such notice, demand, or request may also be transmitted to the appropriate party by telegram or telephone and shall be deemed to be properly given or made at the time of such transmission if, and only if, such transmission of notice shall be confirmed in writing and sent as specified above. (c) Any of such addresses may be changed at any time upon written notice of such change given to the other party by the parry effecting the change. Notices and consents given by mail in accordance with this Section shall be deemed to have been given five Business Days after the date of dispatch; notices and consents given by any other means shall be deemed to have been given when received. (d) The Trustee shall mail to each Owner of a Bond notice of (1) any substitution of the Trustee; or (2) the redemption or defeasance of all Bonds Outstanding. Section 15.6. Partial Invalidity. If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The City hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that anyone or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or unenforceable. Section 15.7. Applicable Laws. This Indenture shall be governed by and enforced in accordance with the laws of the State applicable to contracts made and performed in the State. Section 15.8. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Indenture is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next

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succeeding day that is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date. Section 15.9. Counterparts. This Indenture may be executed in counterparts, each of which shall be deemed an original. Section 15.10. No Boycott of Israel; No Terrorist Organization.

(a) The Trustee hereby represents that it does not Boycott Israel (as such term is defined in Section 2271.001, Texas Government Code, as amended) and, subject to or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C. Section 4607, the Trustee hereby agrees not to Boycott Israel during the term of this Indenture, which for the purposes of this section shall mean the end of the underwriting period unless this Indenture is terminated in accordance with the provisions hereof. (b) The Trustee represents that, to the extent this Indenture constitutes a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code, and except to the extent otherwise required by applicable Federal law, the Trustee, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Trustee is a company, as defined in Section 806.001, Texas Government Code, listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code on the following website: https://comptroller.texas.gov/purchasing/publications/divestment.php.

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IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture of Trust to be executed as of the date hereof. CITY OF PRINCETON, TEXAS By: ___________________________ Mayor Attest: _________________________ City Secretary (CITY SEAL)

City Signature Page to Indenture of Trust

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REGIONS BANK as Trustee By: ___________________________ Authorized Officer

Trustee Signature Page to Indenture of Trust

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A-1

EXHIBIT A

CERTIFICATE FOR PAYMENT

The undersigned is an agent for Lennar Homes of Texas Land and Construction, Ltd. (the "Developer") and requests payment to the Developer (or to the person designated by the Developer) from the ______________ Account of the Project Fund from ___________________________ (the "Trustee") in the amount of ________________________ ($_____________)for costs incurred in the establishment, administration, and operation of the Arcadia Farms Public Improvement District (the "District") and costs incurred for the creation, acquisition and construction of the Phases 3 and 4 Authorized Improvements, as follows. Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Indenture of Trust by and between the City and the Trustee dated as of July 1, 2020 relating to the "CITY OF PRINCETON, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (ARCADIA FARMS PUBLIC IMPROVEMENT DISTRICT PHASES 3 and 4 PROJECT)" (the "Indenture"). In connection to the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certificate for Payment on behalf of the Developer, and is knowledgeable as to the matters set forth herein.

2. The payment requested for the below referenced establishment, administration, and operation of the District at the time of the delivery of the Bonds have not been the subject of any prior payment request submitted to the City. The payment requested for the below referenced Phases 3 and 4 Authorized Improvements has not been the subject of any prior payment request submitted for the same work to the City or, if previously requested, no disbursement was made with respect thereto.

3. The amount listed for the below costs is a true and accurate representation of the costs associated with the establishment, administration and operation of the District at the time of the delivery of the Bonds, and such costs are in compliance with the Service and Assessment Plan. The amount listed for the Phases 3 and 4 Authorized Improvements below is a true and accurate representation of the actual Costs associated with the creation, acquisition, or construction of said Phases 3 and 4 Authorized Improvements, and such costs are consistent with the Service and Assessment Plan.

4. The Developer is in compliance with the terms and provisions of the Indenture, the Developer Continuing Disclosure Agreement and the Service and Assessment Plan.

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5. All conditions set forth in the Indenture for the payment hereby requested have been satisfied.

6. The work with respect to the Phases 3 and 4 Authorized Improvements referenced below (or its completed segment) has been completed, and the City has inspected such Phases 3 and 4 Authorized Improvements (or its completed segment).

7. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review.

Payments requested hereunder shall be made as directed below: Attached hereto are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments. Also attached hereto are "bills paid" affidavits and supporting documentation in the standard form for City construction projects.

[Information regarding Payee, amount, and deposit instructions attached] I hereby declare that the above representations and warranties are true and correct.

Lennar Homes of Texas Land and Construction Ltd.

By:____________________________ Name:__________________________ Title:___________________________

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APPROVAL OF REQUEST BY CITY

The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate for Payment, and finds the Certificate for Payment to be in order. After reviewing the Certificate for Payment, the City approves the Certificate for Payment and hereby directs payments to be made from the applicable account by the Trustee as described in the Certificate for Payment.


By: ____________________ Name: ____________________ Title: ____________________

Date: ____________

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EXHIBIT B

BOND PURCHASE AGREEMENT

See attached

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$2,837,000 CITY OF PRINCETON, TEXAS,

SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (ARCADIA FARMS PUBLIC IMPROVEMENT DISTRICT PHASES 1 AND 2

PROJECT)


June 22, 2020

City of Princeton, Texas 123 West Princeton Rd. Princeton, Texas 75407 Ladies and Gentlemen:

The undersigned, FMSbonds, Inc. (the “Underwriter”), offers to enter into this Bond Purchase Agreement (this “Agreement”) with the City of Princeton, Texas (the “City”), which will be binding upon the City and the Underwriter upon the acceptance of this Agreement by the City. This offer is made subject to its acceptance by the City by execution of this Agreement and its delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the City at any time prior to the acceptance hereof by the City. All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Indenture (defined herein) between the City and Regions Bank, as trustee (the “Trustee”), authorizing the issuance of the Bonds (defined herein), and in the Limited Offering Memorandum (defined herein).

1. Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $__________ aggregate principal amount of the “City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Arcadia Farms Public Improvement District Phases 3 and 4 Project)” (the “Bonds”), at a purchase price of $_________ (representing the aggregate principal amount of the Bonds less an Underwriter’s discount of $_________).

Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the City and the Underwriter and the Underwriter has

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financial and other interests that differ from any other party to this Agreement, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Bond proceeds and the construction of the Phases 3 and 4 Improvements (as defined in the Service and Assessment Plan) financed with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City.

The Bonds shall be dated July 1, 2020 and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on July 14, 2020 (or such other date as may be agreed to by the City and the Underwriter) (the “Closing Date”).

2. Authorization Instruments and Law. The Bonds were authorized by an Ordinance enacted by the City Council of the City (the “City Council”) on June 22, 2020 (the “Bond Ordinance”) and shall be issued pursuant to the provisions of Subchapter A of Chapter 372, Texas Local Government Code, as amended (the “Act”), and the Indenture of Trust, dated as of July 1, 2020, between the City and the Trustee, authorizing the issuance of the Bonds (the “Indenture”). The Bonds shall be substantially in the form described in, and shall be secured under the provisions of, the Indenture.

The Bonds and interest thereon shall be secured by the proceeds of special assessments (the “Assessments”) levied on the assessable parcels within Phases 3 and 4 of the Arcadia Farms Public Improvement District (the “District”). The District was established by Resolution No. 2017-01-23-R-01 (the “Creation Resolution”), enacted by the City Council on January 23, 2017, in accordance with the Act. A Service and Assessment Plan (the “Service and Assessment Plan”) which sets forth the costs of the Phases 3 and 4 Improvements and the method of payment of the Assessments was adopted pursuant to an ordinance of the City Council adopted on May 26, 2020 (the “Assessment Ordinance” and, together with the Creation Resolution, the Indenture and the Bond Ordinance, the “Authorizing Documents”).

The Bonds shall be as described in Schedule I, the Indenture, and the Limited Offering Memorandum. The proceeds of the Bonds shall be used for (i) financing the costs of the Phases

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3 and 4 Improvements (as defined in the Indenture) that will benefit the District, (ii) funding a reserve fund for the payment of principal of and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District, and (iv) paying the costs of issuing the Bonds

3. Limited Public Offering. The Underwriter agrees to make a bona fide limited public offering of all of the Bonds. On or before the fifth (5th) business day prior to Closing, the Underwriter shall execute and deliver to Bond Counsel the Issue Price Certificate, in substantially the form attached hereto as Appendix B.

4. Limited Offering Memorandum.

(a) Delivery of Limited Offering Memorandum. The City previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Limited Offering Memorandum for the Bonds dated June 8, 2020, (the “Preliminary Limited Offering Memorandum”), in a “designated electronic format,” as defined in the Municipal Securities Rulemaking Board (“MSRB”) Rule G-32 (“Rule G-32”). The City will prepare, or cause to be prepared, a final Limited Offering Memorandum relating to the Bonds (the “Limited Offering Memorandum”) which will be (i) dated the date of this Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission’s Rule 15c2-12, as amended (“Rule 15c2-12”), (iii) in a “designated electronic format,” and (iv) substantially in the form of the most recent version of the Preliminary Limited Offering Memorandum provided to the Underwriter before the execution hereof. The Limited Offering Memorandum, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds are collectively referred to herein as the “Limited Offering Memorandum.” Until the Limited Offering Memorandum has been prepared and is available for distribution, the City shall provide to the Underwriter sufficient quantities (which may be in electronic format) of the Preliminary Limited Offering Memorandum as the Underwriter deems necessary to satisfy the obligation of the Underwriter under Rule 15c2-12 with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Limited Offering Memorandum.

(b) Preliminary Limited Offering Memorandum Deemed Final. The Preliminary Limited Offering Memorandum has been prepared for use by the Underwriter in connection with the offering, sale, and distribution of the Bonds. The City hereby represents and warrants that the Preliminary Limited Offering Memorandum has been deemed final by the City as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12.

(c) Use of Limited Offering Memorandum in Offering and Sale. The City hereby authorizes the Limited Offering Memorandum and the information therein contained to be used by the Underwriter in connection with the offering and the sale of the Bonds. The City consents to the use by the Underwriter prior to the date hereof of the

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Preliminary Limited Offering Memorandum in connection with the offering of the Bonds. The City shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the City’s acceptance of this Agreement (but, in any event, not later than the earlier of the Closing Date or seven (7) business days after the City’s acceptance of this Agreement) copies of the Limited Offering Memorandum which is complete as of the date of its delivery to the Underwriter. The City shall provide the Limited Offering Memorandum, or cause the Limited Offering Memorandum to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB.

(d) Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than the 25th day after the “end of the underwriting period” for the Bonds), the City becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City will forthwith prepare and furnish, at no expense to the Underwriter (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City in accordance herewith, (i) the City makes no representations with respect to the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York (“DTC”), or its book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan and Status of Development,” “BOOK-ENTRY ONLY SYSTEM,” “THE PHASES 3 AND 4 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Phases 3 and 4 Improvements and the Development), “THE ASSESSMENT CONSULTANT AND PID ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and

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“INFORMATION RELATING TO THE TRUSTEE.” If such notification shall be subsequent to the Closing, the City, at no expense to the Underwriter, shall furnish such legal opinions, certificates, instruments, and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB.

(e) Filing with MSRB. The Underwriter hereby agrees to timely file the Limited Offering Memorandum with the MSRB through its Electronic Municipal Market Access (“EMMA”) system within one business day after receipt but no later than the Closing Date. Unless otherwise notified in writing by the Underwriter, the City can assume that the “end of the underwriting period” for purposes of Rule 15c2-12 is the Closing Date.

(f) Limited Offering. The Underwriter hereby represents, warrants and covenants that the Bonds were initially sold pursuant to a limited offering. The Bonds were sold to not more than thirty-five persons that qualify as “Accredited Investors” (as defined in Rule 501 of Regulation D under the Securities Act (as defined herein)) or “Qualified Institutional Buyers” (within the meaning of Rule 144A under the Securities Act).

5. City Representations, Warranties and Covenants. The City represents, warrants and covenants that:

(a) Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the “State”), and has, and at the Closing Date will have, full legal right, power and authority:

(i) to enter into:

(1) this Agreement;

(2) the Indenture;

(3) the Arcadia Farms Development Agreement, effective January 23, 2017, and executed and delivered by the City and Princeton 380, Ltd. as amended on October 19, 2018 (as partially assigned to the Developer pursuant to the Partial Assignment dated February 1, 2017 between the Developer and Princeton 380, Ltd. and fully assigned to the Developer by that General Assignment between Princeton 380, Ltd. and the Developer dated January 7, 2019) (the “Development Agreement”);

(4) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of July 1, 2020 (the “City Continuing Disclosure Agreement”), executed and delivered by the City, 30 Three

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Sixty Public Finance (the “Administrator”), and HTS Continuing Disclosure Services, a Division of Hilltop Securities, Inc., as Dissemination Agent;

(5) the Landowner Agreement dated as of May 26, 2020 executed by the City and the Developer (the “Developer Landowner Agreement”) and the Landowner Agreement dated as of May 26, 2020 executed by the City and the Gehan Homes, Ltd. (the “Landowner Agreements”);

(ii) to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and

(iii) to carry out and consummate the transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Development Agreement, (4) the Landowner Agreements, (5) the City Continuing Disclosure Agreement, (6) the Limited Offering Memorandum, and (7) any other documents and certificates described in any of the foregoing (the documents described by subclauses (1) through (7) being referred to collectively herein as the “City Documents”).

(b) Due Authorization and Approval of City. By all necessary official action of the City, the City has duly authorized and approved the adoption or execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the City Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded, except as may have been approved by the Underwriter. When validly executed and delivered by the other parties thereto, the City Documents will constitute the legally valid and binding obligations of the City enforceable upon the City in accordance with their respective terms, except insofar as enforcement may be limited by principles of sovereign immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or affecting creditors’ rights generally. The City has complied, and will at the Closing (as defined herein) be in compliance, in all material respects, with the obligations on its part to be performed on or prior to the Closing Date under the City Documents.

(c) Due Authorization for Issuance of the Bonds. The City has duly authorized the issuance and sale of the Bonds pursuant to the Bond Ordinance, the Indenture, and the Act. The City has, and at the Closing Date will have, full legal right, power and authority (i) to enter into, execute, deliver, and perform its obligations under this Agreement and the other City Documents, (ii) to issue, sell and, deliver the Bonds to the Underwriter pursuant to the Indenture, the Bond Ordinance, the Act, and as provided herein, and (iii) to carry out, give effect to and consummate the transactions on the part of the City described by the City Documents and the Bond Ordinance.

(d) No Breach or Default. As of the time of acceptance hereof, and to the best of its knowledge, the City is not, and as of the Closing Date the City will not be, in

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material breach of or in default in any material respect under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument related to the Bonds and to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default or event could have a material adverse effect on the City’s ability to perform its obligations under the Bonds or the City Documents; and, as of such times, the authorization, execution and delivery of the Bonds and the City Documents and compliance by the City with obligations on its part to be performed in each of such agreements or instruments does not and will not conflict with or constitute a material breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties are bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties securing the Bonds or under the terms of any such law, regulation or instrument, except as may be permitted by the City Documents.

(e) No Litigation. At the time of acceptance hereof there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an “Action”) pending against the City with respect to which the City has been served with process, nor to the knowledge of the City is any Action threatened against the City, in which any such Action (i) in any way questions the existence of the City or the rights of the members of the City Council to hold their respective positions, (ii) in any way questions the formation or existence of the District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the City Documents or the consummation of the transactions on the part of the City described therein, or contests the exclusion of the interest on the Bonds from federal income taxation, or (iv) which may result in any material adverse change in the financial condition of the City; and, as of the time of acceptance hereof, to the City’s knowledge, there is no basis for any action, suit, proceeding, inquiry, or investigation of the nature described in clauses (i) through (iv) of this sentence.

(f) Bonds Issued Pursuant to Indenture. The City represents that the Bonds, when issued, executed, and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the security of the pledge of the proceeds of the levy of the Assessments received by the City, all to the extent provided for in the Indenture. The Indenture creates a valid pledge of the monies in certain funds and accounts established pursuant to the Indenture to the

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extent provided for in the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein.

(g) Assessments. The Assessments constituting the security for the Bonds have been levied by the City in accordance with the Act on those parcels of land identified in the Assessment Roll (as defined in the Service and Assessment Plan). According to the Act, such Assessments constitute a valid and legally binding first and prior lien against the properties assessed, superior to all other liens and claims, except liens or claims for state, county, school district, or municipality ad valorem taxes.

(h) Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency, or commission having jurisdiction in the matters which are required by the Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of, its obligations in connection with the City Documents have been duly obtained or made and are in full force and effect, except the approval of the Bonds by the Attorney General of the State, registration of the Bonds by the Comptroller of Public Accounts of the State, and the approvals, consents and orders as may be required under Blue Sky or securities laws of any jurisdiction.

(i) Public Debt. Prior to the Closing, the City will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Assessments which secure the Bonds without the prior approval of the Underwriter.

(j) Preliminary Limited Offering Memorandum. The information contained in the Preliminary Limited Offering Memorandum is true and correct in all material respects, and such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of DTC, or its book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan and Status of Development,” “BOOK-ENTRY ONLY SYSTEM,” “THE PHASES 3 AND 4 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Phases 3 and 4 Improvements and the Development), “THE ASSESSMENT CONSULTANT AND PID ADMINISTRATOR,”“LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE TRUSTEE.”

(k) Limited Offering Memorandum. At the time of the City’s acceptance hereof and (unless the Limited Offering Memorandum is amended or supplemented

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pursuant to paragraph (d) of Section 4 of this Agreement) at all times subsequent thereto during the period up to and including the 25th day subsequent to the “end of the underwriting period,” the information contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of DTC, or its book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan and Status of Development,” “BOOK-ENTRY ONLY SYSTEM,” “THE PHASES 3 AND 4 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Phases 3 and 4 Improvements and the Development), “THE ASSESSMENT CONSULTANT AND PID ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE TRUSTEE;” and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 4(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-current form shall be conclusively deemed to be complete and correct in all material respects.

(l) Supplements or Amendments to Limited Offering Memorandum. If the Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of Section 4 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the 25th day subsequent to the “end of the underwriting period,” the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 4(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-current form shall be conclusively deemed to be complete and correct in all material respects.

(m) Compliance with Rule 15c2-12. During the past five years, the City has complied in all material respects with its previous continuing disclosure undertakings made by it in accordance with Rule 15c2-12, except as described in the Limited Offering Memorandum.

(n) Use of Bond Proceeds. The City will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and

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provisions of the Indenture and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds.

(o) Blue Sky and Securities Laws and Regulations. The City will furnish such information and execute such instruments and take such action in cooperation with the Underwriter as the Underwriter may reasonably request, at no expense to the City, (i) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriter may designate and (z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (ii) to continue such qualifications in effect so long as required for the initial distribution of the Bonds by the Underwriter (provided, however, that the City will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately of receipt by the City of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose.

(p) Certificates of the City. Any certificate signed by any official of the City authorized to do so in connection with the transactions described in this Agreement shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein and can be relied upon by the Underwriter as to the statements made therein.

(q) Intentional Actions Regarding Representations and Warranties. The City covenants that between the date hereof and the Closing it will not intentionally take actions which will cause the representations and warranties made in this Section to be untrue as of the Closing.

(r) Financial Advisor. The City has engaged Hilltop Securities Inc., as its financial advisor in connection with its offering and issuance of the Bonds.

By delivering the Limited Offering Memorandum to the Underwriter, the City shall be deemed to have reaffirmed, with respect to the Limited Offering Memorandum, the representations, warranties and covenants set forth above.

6. Developer Letter of Representations. At the signing of this Agreement, the City and Underwriter shall receive from the Developer, an executed Developer Letter of Representations (the “Developer Letter of Representations”) in the form of Appendix A hereto, and at the Closing, a certificate signed by the Developer as set for in Section 9(e) hereof.

7. The Closing. At 10:00 a.m., Central time, on the Closing Date, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the City and the Underwriter, (i) the City will deliver or cause to be delivered to DTC through its “FAST” System, the Bonds in the form of one fully registered Bond for each maturity, registered in the name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents

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hereinafter mentioned to McCall, Parkhurst & Horton, L.L.P. (“Bond Counsel”), or a place to be mutually agreed upon by the City and the Underwriter. Settlement will be through the facilities of DTC. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in federal funds payable to the order of the City or its designee. These payments and deliveries, together with the delivery of the aforementioned documents, are herein called the “Closing.” The Bonds will be made available to the Underwriter for inspection not less than twenty-four (24) hours prior to the Closing.

8. Underwriter’s Closing Conditions. The Underwriter has entered into this Agreement in reliance upon the representations and covenants herein and the performance by the City of its obligations under this Agreement, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Agreement to purchase, accept delivery of, and pay for the Bonds shall be conditioned upon the performance by the City of its obligations to be performed hereunder at or prior to Closing and shall also be subject to the following additional conditions:

(a) Bring-Down Representations of the City. The representations and covenants of the City contained in this Agreement shall be true and correct in all material respects as of the date hereof and at the time of the Closing, as if made on the Closing Date.

(b) Executed Agreements and Performance Thereunder. At the time of the Closing (i) the City Documents shall be in full force and effect, and shall not have been amended, modified, or supplemented except with the written consent of the Underwriter; (ii) the Authorizing Documents shall be in full force and effect; (iii) there shall be in full force and effect such other resolutions or actions of the City as, in the opinion of Bond Counsel and Counsel to the Underwriter, shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the City described in this Agreement and the City Documents; (iv) there shall be in full force and effect such other resolutions or actions of the Developer as, in the opinion of Miklos Law, PLLC (“Developer’s Counsel”), shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the Developer described in the Developer Letter of Representations, the Development Agreement (as partially assigned to the Developer pursuant to the Partial Assignment dated February 1, 2017 between the Developer and Princeton 380, Ltd. and fully assigned to the Developer by that General Assignment between Princeton 380, Ltd. and the Developer dated January 7, 2019), the Landowner Agreements and the Continuing Disclosure Agreement of the Developer with respect to the Bonds, dated as of July 1, 2020 (the “Continuing Disclosure Agreement of the Developer,” and together with the Developer Letter of Representations, the Development Agreement, and the Landowner Agreements, the “Developer Documents”), executed and delivered by the Developer, Regions Bank, an Alabama state banking corporation, as dissemination agent, and 30 Three Sixty Public Finance and PID Administrator; and (v) the City shall perform or have performed its obligations required or specified in the City Documents to be performed at or prior to Closing.

(c) No Default. At the time of the Closing, no default shall have occurred or be existing and no circumstances or occurrences that, with the passage of time or giving

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of notice, shall constitute an event of default under this Agreement, the Indenture, the City Documents, the Developer Documents or other documents relating to the financing and construction of the Phases 3 and 4 Improvements and the Development, and the Developer shall not be in default in the payment of principal or interest on any of its indebtedness which default shall materially adversely impact the ability of such Developer to pay the Assessments when due.

(d) Closing Documents. At or prior to the Closing, the Underwriter shall have received each of the documents required under Section 9 below.

(e) Termination Events. The Underwriter shall have the right to cancel its obligation to purchase the Bonds and to terminate this Agreement without liability therefor by written notification to the City if, between the date of this Agreement and the Closing, in the Underwriter’s sole and reasonable judgment, any of the following shall have occurred:

(i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by the occurrence of any of the following:

(1) legislation shall have been introduced in or enacted by the Congress of the United States or adopted by either House thereof, or legislation pending in the Congress of the United States shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice, or otherwise) by the President of the United States, the Treasury Department of the United States, or the Internal Revenue Service or legislation shall have been proposed for consideration by either the U.S. Senate Committee on Finance or the U.S. House of Representatives Committee on Ways and Means or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision by a court of the United States or the Tax Court of the United States shall be rendered or a ruling, regulation, or official statement (final, temporary, or proposed) by or on behalf of the Treasury Department of the United States, the Internal Revenue Service, or other federal agency shall be made, which would result in federal taxation of revenues or other income of the general character expected to be derived by the City or upon interest on securities of the general character of the Bonds or which would have the effect of changing, directly or indirectly, the federal income tax consequences of receipt of interest on securities of the general character of the Bonds in the hands of the holders thereof, and which in either case, makes it, in the reasonable judgment of the Underwriter, impracticable or inadvisable to proceed with the offer, sale, or delivery of the Bonds on the terms and in the manner described in the Limited Offering Memorandum; or

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(2) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as described herein or by the Limited Offering Memorandum, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect (the “Securities Act”), or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture Act”); or

(3) a general suspension of trading in securities on the New York Stock Exchange, the establishment of minimum prices on such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials authorized to do so; or

(4) there shall have occurred any outbreak of hostilities (including, without limitation, an act of terrorism) or other national or international calamity or crisis, including, but not limited to, an escalation of hostilities that existed prior to the date hereof, and the effect of any such event on the financial markets of the United States shall be such as would make it impracticable, in the reasonable judgment of the Underwriter, for it to sell the Bonds on the terms and in the manner contemplated by the Limited Offering Memorandum; or

(5) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the City, except as disclosed in or contemplated by the Limited Offering Memorandum; or

(6) any state blue sky or securities commission or other governmental agency or body in any state in which more than 10% of the Bonds have been offered and sold shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; or

(7) any amendment to the federal or state Constitution or action by any federal or state court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the City, its

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property, income, securities (or interest thereon), or the validity or enforceability of the Assessments to pay principal of and interest on the Bonds; or

(ii) the New York Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; or

(iii) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Limited Offering Memorandum, or has the effect that the Limited Offering Memorandum contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, which change shall occur subsequent to the date of this Agreement and shall not be due to the malfeasance, misfeasance or nonfeasance of the Underwriter; or

(iv) any fact or event shall exist or have existed that, in the Underwriter’s reasonable judgment, requires or has required an amendment of or supplement to Limited Offering Memorandum; or

(v) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or

(vi) a material disruption in securities settlement, payment or clearance services shall have occurred; or

(vii) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the United States Securities and Exchange Commission (the “SEC”) or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Agreement or by the Limited Offering Memorandum, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws on the date of Closing, including the Securities Act, the Securities Exchange Act of 1934 (the “Securities Exchange Act”) and the Trust Indenture Act; or

(viii) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission, which prohibition shall occur subsequent to the date hereof

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and shall not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter.

With respect to the conditions described in subparagraphs (ii), (vii) and (viii) above, the Underwriter is not aware of any current, pending or proposed law or government inquiry or investigation as of the date of execution of this Agreement which would permit the Underwriter to invoke its termination rights hereunder.

9. Closing Documents. At or prior to the Closing, the Underwriter shall receive the following documents:

(a) Bond Opinion. The approving opinion of Bond Counsel, dated the Closing Date and substantially in the form included as Appendix D to the Limited Offering Memorandum, together with a reliance letter from Bond Counsel, dated the date of the Closing and addressed to the Underwriter, which may be included in the supplemental opinion required by Section 9(b), to the effect that the foregoing opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it.

(b) Supplemental Opinion. A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the City and the Underwriter, in form and substance acceptable to counsel for the Underwriter, to the following effect:

(i) Except to the extent noted therein, Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements and information contained in the Limited Offering Memorandum but that such firm has reviewed the information describing the Bonds in the Limited Offering Memorandum under the captions or subcaptions “PLAN OF FINANCE — The Bonds”, “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS” (except for the last paragraph under the subcaption “General”), “ASSESSMENT PROCEDURES” (except for the subcaptions “Assessment Methodology” and “Assessment Amounts”), “THE DISTRICT,” “TAX MATTERS,” “LEGAL MATTERS — Legal Proceedings,” “LEGAL MATTERS — Legal Opinions,” “SUITABILITY FOR INVESTMENT,” “CONTINUING DISCLOSURE” (except for the subcaption “The City’s Compliance with Prior Undertakings” and “The Developer”), “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENT AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS” and APPENDIX B and Bond Counsel is of the opinion that the information relating to the Bonds and legal issues contained under such captions and subcaptions is an accurate and fair description of the laws and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Bond Ordinance and Indenture;

(ii) The Bonds are not subject to the registration requirements of the Securities Act, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act;

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(iii) The City has full power and authority to adopt the Creation Resolution, the Assessment Ordinance, and the Bond Ordinance (collectively, the foregoing documents are referred to herein as the “City Actions”) and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded; and

(iv) The Indenture, the Development Agreement, the Landowner Agreements, the City Continuing Disclosure Agreement, and this Agreement have been duly authorized, executed and delivered by the City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto, constitute the legal, valid, and binding agreements of the City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditors’ rights, or by the application of equitable principles if equitable remedies are sought and to the application of Texas law relating to governmental immunity applicable to local governmental entities.

(c) City Legal Opinion. An opinion of an attorney for the City, dated the Closing Date and addressed to the Underwriter, the City and the Trustee, with respect to matters relating to the City, substantially in the form of Appendix C hereto or in form otherwise agreed upon by the Underwriter.

(d) Opinion of Developer’s Counsel. An opinion of Developer’s Counsel, substantially in the form of Appendix D hereto, dated the Closing Date and addressed to the City, Bond Counsel, the Attorney for the City, the Underwriter, Underwriter’s Counsel and the Trustee.

(e) Developer Certificate. The certificate of the Developer dated as of the Closing Date, signed by an authorized officer of Developer in substantially the form of Appendix E hereto.

(f) City Certificate. A certificate of the City, dated the Closing Date, to the effect that, to the best of an authorized City official’s knowledge:

(i) the representations and warranties of the City contained herein and in the City Documents are true and correct in all material respects on and as of the Closing Date as if made on the date thereof;

(ii) the Authorizing Documents and City Documents are in full force and effect and have not been amended, modified, or supplemented;

(iii) except as disclosed in the Limited Offering Memorandum, no litigation or proceeding against the City is pending or, to the knowledge of such persons, threatened in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials of the City to hold and exercise their respective positions, (b) contest the due organization and valid existence of the City or the establishment of the District, (c) contest the validity, due authorization and execution of the Bonds or the City Documents, or

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(d) attempt to limit, enjoin or otherwise restrict or prevent the City from levying and collecting the Assessments pledged to pay the principal of and interest on the Bonds, or the pledge thereof; and

(iv) the City has, to the best of such person’s knowledge, complied with all agreements and covenants and satisfied all conditions set forth in the City Documents, on its part to be complied with or satisfied hereunder at or prior to the Closing.

(g) Trustee’s Certificate. A certificate of the Trustee, dated the date of Closing, in form and substance acceptable to counsel for the Underwriter to the following effect:

(i) The Trustee is duly organized and validly existing as a national banking association organized under the laws of the United States of America, having the full power and authority, including trust powers, to accept and perform its duties under the Indenture; and

(ii) No consent, approval, authorization or other action by any governmental authority having jurisdiction over the Trustee that has not been obtained is or will be required for the authentication of the Bonds or the consummation by the Trustee of the other transactions contemplated to be performed by the Trustee in connection with the authentication of the Bonds and the acceptance and performance of the obligations created by the Indenture.

(h) Underwriter Counsel’s Opinion. An opinion, dated the Closing Date and addressed to the Underwriter, of Winstead PC, counsel to the Underwriter, to the effect that:

(i) based on (A) such counsel’s review of the Bond Ordinance, the Indenture, and the Limited Offering Memorandum; (B) its discussions with Bond Counsel and with the Underwriter; (C) its review of the documents, certificates, opinions and other instruments delivered at the closing of the sale of the Bonds on the date hereof; and (D) such other matters as it deems relevant, such counsel is of the opinion that the Bonds are exempt securities under the Securities Act, and the Trust Indenture Act, and it is not necessary, in connection with the offering and sale of the Bonds, to register the Bonds under the Securities Act and the Indenture is not required to be qualified under the Trust Indenture Act;

(ii) based upon (A) such counsel’s review of Rule 15c2-12 and interpretive guidance published by the SEC relating thereto; (B) its review of the continuing disclosure undertaking of the City contained in the City Continuing Disclosure Agreement; and (C) the inclusion in the Limited Offering Memorandum of a description of the specifics of such undertaking, and assuming that the Bond Ordinance, the Indenture, and the City Continuing Disclosure Agreement have been duly adopted by the City and are in full force and effect, such undertaking provides a suitable basis for the Underwriter, to make a

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reasonable determination that the City has met the qualifications of paragraph (b)(5)(i) of Rule 15c2-12; and

(iii) although such counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the information contained in the Limited Offering Memorandum, it has participated in the preparation of the Limited Offering Memorandum and without independent verification, no facts came to its attention that caused it to believe that the Limited Offering Memorandum (except for the Appendices as well as any other financial, engineering and statistical data contained therein or included therein by reference or any litigation disclosed therein, as to which it expresses no view) as of its date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(i) Limited Offering Memorandum. The Limited Offering Memorandum and each supplement or amendment, if any, thereto.

(j) Delivery of City Documents and Developer Documents. The City Documents and Developer Documents shall have been executed and delivered in form and content satisfactory to the Underwriter.

(k) Form 8038-G. Evidence that the federal tax information form 8038-G has been prepared by Bond Counsel for filing.

(l) Federal Tax Certificate. A certificate of the City in form and substance satisfactory to Bond Counsel and counsel to the Underwriter setting forth the facts, estimates and circumstances in existence on the date of the Closing, which establish that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), and any applicable regulations (whether final, temporary or proposed), issued pursuant to the Code.

(m) Attorney General Opinion and Comptroller Registration. The approving opinion of the Attorney General of the State regarding the Bonds and the Comptroller of the State’s Certificate of Registration for the Initial Bond.

(n) Continuing Disclosure Agreements. The City Continuing Disclosure Agreement and the Continuing Disclosure Agreement of the Developer, shall have been executed by the parties thereto in substantially the forms attached to the Preliminary Limited Offering Memorandum as Appendix E-1 and Appendix E-2.

(o) Letter of Representation of Assessment Consultant and PID Administrator. Letter of Representation of the Assessment Consultant and PID Administrator, substantially in the form of Appendix F hereto, addressed to the City, Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the Underwriter.

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(p) Evidence of Filing of Creation Resolution, Assessment Ordinance, and Landowner Agreements. Evidence that (i) the Creation Resolution, including legal description of the District by metes and bounds, (ii) the Assessment Ordinance, including the Assessment Roll for Phases 3 and 4 of the District and a statement indicating the contact for and address of where a copy of the Service and Assessment Plan, and any updates thereto may be obtained or viewed, and (iii) the Landowner Agreements have been filed of record in the real property records of Collin County, Texas.

(q) Evidence of Ownership of Property. Evidence that, on the date that the Assessment Ordinance was adopted, all of the Assessed Property in Phases 3 and 4 of the District was owned by the Developer or other development entities and that such landowners are not entities that may claim a homestead right under Texas law.

(r) Rule 15c2-12 Certification. A resolution or certificate of the City whereby the City has deemed the Preliminary Limited Offering Memorandum final as of its date, except for permitted omissions, as contemplated by Rule 15c2-12 in connection with the offering of the Bonds.

(s) Dissemination Agent. Evidence acceptable to the Underwriter in its sole discretion that the City has engaged a dissemination agent acceptable to the Underwriter for the Bonds, with the execution of the City Continuing Disclosure Agreement and the Continuing Disclosure Agreement of the Developer by other parties thereto being conclusive evidence of such acceptance by the Underwriter.

(t) BLOR. A copy of the Blanket Letter of Representation to DTC signed by the City.

(u) Additional Documents. Such additional legal opinions, certificates, instruments, and other documents as the Underwriter or their counsel may reasonably deem necessary.

10. City’s Closing Conditions. The obligation of the City hereunder to deliver the Bonds shall be subject to receipt on or before the date of the Closing of the purchase price set forth in Section 1 hereof, the opinion of Bond Counsel described in Section 9(a) hereof, and any documents to be provided by the Developer.

11. Establishment of Issue Price.

(a) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City on or before Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the City under this Section to establish the issue price of the Bonds may be taken on behalf of the City by the City’s Financial Advisor identified herein and

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any notice or report to be provided to the City may be provided to the City’s Financial Advisor.

(b) The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Agreement at the respective offering price (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. At or promptly after the execution of this Agreement, the Underwriter shall report to the City as of the sale date the first price at which the Underwriter has sold to the public at least 10% of each maturity of Bonds (the “10% test”), and shall identify to the City as of the sale date those maturities of the Bonds for which the 10% test has not been satisfied. If different interest coupons apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity for this purpose.

(c) The City and the Underwriter agree that the restrictions set forth in the next sentence shall apply to those maturities of the Bonds for which the 10% test has not been met as of the sale date, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

(1) the close of the fifth (5th) business day after the sale date; or

(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the City when the Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) business day after the sale date.

(d) The Underwriter confirms that any selling group agreement and any retail

distribution agreement, if applicable, relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (i) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (ii) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The City acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer

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who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.

(e) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section. Further, for purposes of this Section:

(i) “public” means any person (including an individual, trust, estate, partnership, association, company or corporation) other than an underwriter or a related party,

(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (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),

(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and

(iv) “sale date” means the date of execution of this Agreement by all parties.

12. Consequences of Termination. If the City shall be unable to satisfy the conditions contained in this Agreement or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and the Underwriter and the City shall have no further obligation hereunder, except as further set forth in Sections 13, 15 and 16 hereof.

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13. Costs and Expenses.

(a) The Underwriter shall be under no obligation to pay, and the City shall cause to be paid from proceeds of the Bonds the following expenses incident to the issuance of the Bonds and performance of the City’s obligations hereunder: (i) the costs of the preparation and printing of the Bonds; (ii) the cost of preparation, printing, and mailing of the Preliminary Limited Offering Memorandum, the final Limited Offering Memorandum and any supplements and amendments thereto; (iii) the fees and disbursements of the City’s financial advisor and legal counsel, the Trustee’s counsel, Bond Counsel, Developer’s Counsel, and the Trustee relating to the issuance of the Bonds, (iv) the Attorney General’s review fees, (v) the fees and disbursements of accountants, advisers and any other experts or consultants retained by the City or the Developer, including but not limited to the fees and expenses of the Assessment Consultant, and (vi) the expenses incurred by or on behalf of City employees and representatives that are incidental to the issuance of the Bonds and the performance by the City of its obligations under this Agreement.

(b) The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the limited offering of the Bonds; (ii) fees of Underwriter’s Counsel; and (iii) all other expenses, including CUSIP fees (including out-of-pocket expenses and related regulatory expenses), incurred by it in connection with its offering and distribution of the Bonds, except as noted in Subsection 13(a) above.

(c) The City acknowledges that the Underwriter will pay from the Underwriter’s expense allocation of the underwriting discount the applicable per bond assessment charged by the Municipal Advisory Council of Texas, a nonprofit corporation whose purpose is to collect, maintain and distribute information relating to issuing entities of municipal securities.

14. Notice. Any notice or other communication to be given to the City under this Agreement may be given by delivering the same in writing to: City of Princeton, Texas, 123 West Princeton Rd., Princeton, Texas 75407, Attention: City Manager. Any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to: FMSbonds, Inc., 5 Cowboys Way, Suite 300-V, Frisco, Texas 75034, Attention: Tripp Davenport, Director.

15. Entire Agreement. This Agreement is made solely for the benefit of the City and the Underwriter (including their respective successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All of the City’s representations, warranties, and agreements contained in this Agreement shall remain operative and in full force and effect regardless of: (i) any investigations made by or on behalf of the Underwriter, provided the City shall have no liability with respect to any matter of which the Underwriter has actual knowledge prior to the purchase of the Bonds; or (ii) delivery of any payment for the Bonds pursuant to this Agreement. The agreements contained in this Section and in Sections 16 and 18 shall survive any termination of this Agreement.

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16. Survival of Representations and Warranties. All representations and warranties of the parties made in, pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement, notwithstanding any investigation by the parties. All statements contained in any certificate, instrument, or other writing delivered by a party to this Agreement or in connection with the transactions described in by this Agreement constitute representations and warranties by such party under this Agreement to the extent such statement is set forth as a representation and warranty in the instrument in question.

17. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

18. Severability. In case any one or more of the provisions contained herein 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 provision hereof.

19. State Law Governs. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of Texas.

20. No Assignment. The rights and obligations created by this Agreement shall not be subject to assignment by the Underwriter or the City without the prior written consent of the other parties hereto.

21. No Personal Liability. None of the members of the City Council, nor any officer, representative, agent, or employee of the City, shall be charged personally by the Underwriter with any liability, or be held liable to the Underwriter under any term or provision of this Agreement, or because of execution or attempted execution, or because of any breach or attempted or alleged breach of this Agreement.

22. Form 1295. Submitted herewith or on a date prior hereto is a completed Form 1295 in connection with the Underwriter’s participation in the execution of this Agreement generated by the Texas Ethics Commission’s (the “TEC”) electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the “Form 1295”). The City hereby confirms receipt of the Form 1295 from the Underwriter, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. The Underwriter and the City understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Underwriter; and, neither the City nor its consultants have verified such information.

23. No Boycott of Israel. The Underwriter hereby represents that it does not “Boycott Israel” (as such term is defined in Section 2270.001, Texas Government Code, as amended) and, subject to or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C. Section 4607, hereby agrees not to Boycott Israel during the term of this Agreement, which for the purposes of this Section shall mean the end of the underwriting period unless this

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Agreement is terminated in accordance with the provisions hereof. For the purposes of this representation, the Underwriter has utilized the definition of Company in Section 808.001(2) of the Texas Government Code.

24. No Terrorist Organization. The Underwriter represents that, to the extent this Agreement constitutes a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code, and except to the extent otherwise required by applicable Federal law, the Underwriter, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Underwriter is a company listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code on the following website: https://comptroller.texas.gov/purchasing/publications/divestment.php.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above.

FMSbonds, Inc., as Underwriter By: Name: Theodore A. Swinarski Title: Senior Vice President, Trading

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Accepted at _____ a.m./p.m. central time on the date first stated above.

CITY OF PRINCETON, TEXAS By: John-Mark Caldwell, Mayor

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SCHEDULE I

$2,837,000 CITY OF PRINCETON, TEXAS

SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (ARCADIA FARMS PUBLIC IMPROVEMENT DISTRICT PHASES 3 AND 4 PROJECT)

Interest Accrues From: Date of Delivery

$______ _____% Term Bonds, Due September 1, 20__, Priced to Yield _____ % (a), (c)

$______ _____% Term Bonds, Due September 1, 20__, Priced to Yield _____ % (a), b), (c)



(a) The initial prices or yields of the Bonds are furnished by the Underwriter, have been determined in

accordance with the 10% test, and represent the initial offering prices or yields to the public, which may be changed by the Underwriter at any time.

(b) The Bonds are subject to redemption, in whole or in part, prior to stated maturity, at the option of the City, on any day on or after September 1, 20__, at the redemption price of 100% of the principal amount plus accrued and unpaid interest to the date of redemption as set forth in the Limited Offering Memorandum under “DESCRIPTION OF THE BONDS — Redemption Provisions.”

(c) The Bonds are also subject to mandatory sinking fund and extraordinary optional redemption as described in the Limited Offering Memorandum under “DESCRIPTION OF THE BONDS — Redemption Provisions.”

The Term Bonds are subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund Installments as set forth in the following schedule.

$________ Term Bonds Maturing September 1, 20__

Redemption Date Sinking Fund Installment

September 1, 20__ $ September 1, 20__

September 1, 20__†

$________ Term Bonds Maturing September 1, 20__



September 1, 20__† ___________________________ † Stated maturity.

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APPENDIX A

FORM OF DEVELOPER LETTER OF REPRESENTATIONS



PROJECT)

DEVELOPER LETTER OF REPRESENTATIONS

June 8 2020

City of Princeton, Texas 123 West Princeton Rd. Princeton, Texas 75407 FMSbonds, Inc. 5 Cowboys Way, Suite 300-V Frisco, Texas 75034 Ladies and Gentlemen:

This letter is being delivered to the City of Princeton, Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”), in consideration for your entering into the Bond Purchase Agreement dated the date hereof (the “Bond Purchase Agreement”) for the sale and purchase of the $2,837,000 “City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Arcadia Farms Public Improvement District Phases 3 and 4 Project)” (the “Bonds”). Pursuant to the Bond Purchase Agreement, the Underwriter has agreed to purchase from the City, and the City has agreed to sell to the Underwriter, the Bonds. In order to induce the City to enter into the Bond Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by the City and the purchase of them by the Underwriter, the undersigned, Lennar Homes of Texas Land and Construction, Ltd., a Texas limited partnership (the “Developer”), makes the representations, warranties, and covenants contained in this Developer Letter of Representations. Unless the context clearly indicates otherwise, each capitalized term used and not otherwise defined in this Developer Letter of Representations will have the meaning set forth in the Bond Purchase Agreement.

1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds represents a negotiated transaction, the Developer understands, and hereby confirms, that the

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Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its capacity as Underwriter of the Bonds for its own account.

2. Updating of the Limited Offering Memorandum. If, after the date of this Developer Letter of Representations, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than twenty-five (25) days after the “end of the underwriting period” for the Bonds), the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the Developer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request); however, that for the purposes of this Developer Letter of Representations and any certificate delivered by the Developer in accordance with the Bond Purchase Agreement, the Developer makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York, or its book-entry-only system and (ii) the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions “THE CITY,” “THE DISTRICT,” “BONDHOLDERS’ RISKS” (except as it pertains to the Developer, the Phases 3 and 4 Improvements and the Development, as defined in the Limited Offering Memorandum), “TAX MATTERS,” “LEGAL MATTERS — Litigation — The City,” “CONTINUING DISCLOSURE — The City” and “ — The City’s Compliance with Prior Undertakings” and “INFORMATION RELATING TO THE TRUSTEE.”

3. Developer Documents. The Developer has executed and delivered each of the below listed documents (individually, a “Developer Document” and collectively, the “Developer Documents”) in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of Developer, enforceable against Developer in accordance with its terms:

(a) this Developer Letter of Representations;

(b) that certain Arcadia Farms Development Agreement between Princeton 380, Ltd. and the City, effective January 23, 2017, as amended on October 19, 2018 as partially assigned to the Developer pursuant to the Partial Assignment dated February 1, 2017 between the Developer and Princeton 380, Ltd. and fully assigned to the Developer by that General Assignment between Princeton 380, Ltd. and the Developer dated January 7, 2019;

(c) the certain Landowner Agreement dated as of May 26, 2020 executed and delivered by the City and the Developer;

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(d) that certain Continuing Disclosure Agreement of the Developer, dated as of July 1, 2020 made by and among the Developer, Regions Bank and 30 Three Sixty Public Finance, as Administrator.

The Developer has complied in all material respects with all of the Developer’s agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof.

4. Developer Representations, Warranties and Covenants. The Developer represents, warrants, and covenants to the City and the Underwriter that:

(a) Due Organization and Existence. The Developer is duly formed and validly existing as a limited partnership under the laws of the State of Texas.

(b) Organizational Documents. The copies of the organizational documents of the Developer provided by the Developer (the “Developer Organizational Documents”) to the City and the Underwriter are fully executed, true, correct, and complete copies of such documents and such documents have not been amended or supplemented and are in full force and effect as of the date hereof.

(c) No Breach. The execution and delivery of the Developer Documents by Developer does not violate any judgment, order, writ, injunction or decree binding on Developer or any indenture, agreement, or other instrument to which Developer is a party.

(d) No Litigation. Other than as described in the Preliminary Limited Offering Memorandum, there are no proceedings pending or threatened in writing before any court or administrative agency against Developer that is either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the Development in accordance with the description thereof in the Preliminary Limited Offering Memorandum.

(e) Information. The information prepared and submitted by the Developer to the City or the Underwriter in connection with the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date, true and correct in all material respects.

(f) Preliminary Limited Offering Memorandum. The Developer represents and warrants that the information set forth in the Preliminary Limited Offering Memorandum under the captions “PLAN OF FINANCE — Development Plan and Status of Development,” “THE PHASES 3 AND 4 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER” and “CONTINUING DISCLOSURE — The Developer” and, to the best of the Developer’s knowledge after due inquiry, under the captions “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Phases 3 and 4 Improvements and the Development, as defined in the Limited Offering Memorandum) and “LEGAL MATTERS — Litigation — The Developer” is true and

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correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Developer agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained in this subsection (f) with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum.

(g) Events of Default. No “Event of Default” or “event of default” by the Developer under any of the Developer Documents, any documents to which Developer is a party described in the Preliminary Limited Offering Memorandum, or under any material documents relating to the financing and construction of the Phases 3 and 4 Improvements to which the Developer is a party, or event that, with the passage of time or the giving of notice or both, would constitute such “Event of Default” or “event of default,” by the Developer has occurred and is continuing.

5. Indemnification.

(a) The Developer will indemnify and hold harmless the City and the Underwriter and each of their officers, directors, employees and agents against any losses, claims, damages or liabilities to which any of them may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions “PLAN OF FINANCE — Development Plan and Status of Development,” “THE PHASES 3 AND 4 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Phases 3 and 4 Improvements, and the Development), “LEGAL MATTERS — Litigation – The Developer,” and “CONTINUING DISCLOSURE — The Developer”, or any amendment or supplement to the Limited Offering Memorandum amending or supplementing the information contained under the aforementioned captions (as qualified above), or arise out of or are based upon the omission or alleged untrue statement or omission to state therein a material fact necessary to make the statements under the aforementioned captions (as qualified above) not misleading under the circumstances under which they were made and will reimburse any indemnified party for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred.

(b) Promptly after receipt by an indemnified party under subsection (a) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under such subsection, unless such indemnifying party was prejudiced by such delay or lack of notice. In case any such action shall be brought against an indemnified party, it shall promptly notify the

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indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the indemnifying party or if there is a final judgment for the plaintiff in any such action, the indemnifying party will indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnity herein shall survive delivery of the Bonds and shall survive any investigation made by or on behalf of the City, the Developer or the Underwriter.

6. Survival of Representations, Warranties and Covenants. All representations, warranties, and agreements in this Developer Letter of Representations will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination of the Bond Purchase Agreement.

7. Binding on Successors and Assigns. This Developer Letter of Representations will be binding upon the Developer and its successors and assigns and inure solely to the benefit of the Underwriter and the City, and no other person or firm or entity will acquire or have any right under or by virtue of this Developer Letter of Representations.

[Signatures to Follow]

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LENNAR HOMES OF TEXAS LAND AND CONSTRUCTION, LTD., a Texas limited partnership By: U.S. Home Corporation, a Delaware corporation

its General Partner By: Printed Name:

Title:

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APPENDIX B

$2,837,000 CITY OF PRINCETON, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS,

SERIES 2020 (ARCADIA FARMS PUBLIC IMPROVEMENT DISTRICT PHASES 3 AND 4 PROJECT)

ISSUE PRICE CERTIFICATE

The undersigned, as the duly authorized representative of FMSbonds, Inc., hereby certifies with respect to the as set forth below with respect to the $2,837,000 City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Arcadia Farms Public Improvement District Phases 3 and 4 Project) ("the "Bonds") issued by the City of Princeton, Texas (the “Issuer”), hereby certifies, based on its records and information, as follows:

a. The first price at which at least ten percent (“Substantial Amount”) of the principal

amount of each maturity of the Bonds having the same credit and payment terms (a “Maturity”) was sold to a person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter (the “Public”) is set forth in the final Limited Offering Memorandum relating to the Bonds.

b. A copy of the pricing wires or equivalent communication for the Bonds is attached to this

certificate as Schedule A.

c. For purposes of this Issue Price 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 the Public, or (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (1)(i) of this paragraph (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) to participate in the initial sale of the Bonds to the Public, and (2) any person who has more than 50% common ownership, directly or indirectly, with a person described in clause (1) of this paragraph.

d. 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. Notwithstanding anything set forth herein, the Purchaser is not engaged in the practice of law and makes no representation as to the legal sufficiency of the factual matters set forth herein.

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EXECUTED and DELIVERED this ___________, 2020.

FMSbonds, Inc. By: Name: Title:

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SCHEDULE A

PRICING WIRE OR EQUIVALENT COMMUNICATION

(Attached)

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APPENDIX C

[LETTERHEAD OF WOLFE, TIDWELL & MCCOY, LLP]

July 14, 2020

FMSbonds, Inc. 5 Cowboys Way, Suite 300-V Frisco, Texas 75034

Regions Bank 3773 Richmond Avenue Suite 1100 Houston, Texas 77046

Winstead PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75218

City of Princeton, Texas 123 West Princeton Rd. Princeton, Texas 75407

$2,837,000

CITY OF PRINCETON, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020

(ARCADIA FARMS PUBLIC IMPROVEMENT DISTRICT PHASES 3 AND 4 PROJECT)

Ladies and Gentlemen:

We are the Attorney for the City of Princeton, Texas (the “City”) for limited purposes, and are rendering this opinion in connection with the issuance and sale of $2,837,000 “City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Arcadia Farms Public Improvement District Phases 3 and 4 Project)” (the “Bonds”), by the City, a political subdivision of the State of Texas.

The Bonds are authorized pursuant to Ordinance No. ______________ and enacted by the City Council of the City (the “City Council”) on June 22, 2020 (the “Bond Ordinance”) and shall be issued pursuant to the provisions of Subchapter A of the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the “Act”) and the Indenture of Trust dated as of July 1, 2020 (the “Indenture”) by and between the City and Regions Bank, an Alabama state banking corporation, as trustee (the “Trustee”). Capitalized terms not defined herein shall have the same meanings as in the Indenture, unless otherwise stated herein.

In connection with rendering this opinion, we have reviewed the:

(a) The Resolution No. 2017-01-23-R-01 (the “Creation Resolution”), enacted by the City Council on January 23, 2017.

(b) The Ordinance No. ____________, adopted by the City Council on May 26, 2020 (the “Assessment Ordinance”).

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(c) The Bond Ordinance.

(d) The Indenture.

(e) That certain Arcadia Farms Development Agreement effective as of January 23, 2017, between the City and Princeton 380, Ltd. as amended on October 19, 2018 (the “Development Agreement”), as partially assigned to the Developer pursuant to the Partial Assignment dated February 1, 2017 between the Developer and Princeton 380, Ltd. and fully assigned to the Developer by that General Assignment between Princeton 380, Ltd. and the Developer dated January 7, 2019.

(f) That certain Continuing Disclosure Agreement of Issuer, dated as of July 1, 2020, executed and delivered by the City, 30 Three Sixty Public Finance (the “Administrator”), and HTS Continuing Disclosure Services, a Division of Hilltop Securities, Inc. (the “Dissemination Agent”).

The Creation Resolution, the Assessment Ordinance and Bond Ordinance shall herein after be referred to as the “Authorizing Documents” and the remaining documents shall herein after be collectively referred to as the “City Documents.”

In all such examinations, we have assumed that all signatures on documents and instruments executed by the City are genuine and that all documents submitted to me as copies conform to the originals. In addition, for purposes of this opinion, we have assumed the due authorization, execution and delivery of the City Documents by all parties other than the City.

Based upon and subject to the foregoing and the additional qualifications and assumptions set forth herein, we are of the opinion that:

1. The City is a Texas political subdivision and has all necessary power and authority to enter into and perform its obligations under the Authorizing Documents and the City Documents. The City has taken or obtained all actions, approvals, consents and authorizations required of it by applicable laws in connection with the execution of the Authorizing Documents and the City Documents and the performance of its obligations thereunder.

2. To the best of our knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public board or body, pending, or threatened against the City: (a) affecting the existence of the City or the titles of its officers to their respective offices, (b) in any way questioning the formation or existence of the District, (c) affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or the payment, collection or application of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, including the Assessments in Phases 3 and 4 of the District pursuant to the provisions of the Assessment Ordinance and the Service and Assessment Plan referenced therein, (d) contesting or affecting the validity or enforceability or the City’s performance of the City Documents, (e) contesting the exclusion of the interest on the Bonds from federal income taxation, or (f) which may result in any material adverse change relating to the financial condition of the City.

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3. The Authorizing Documents were duly enacted by the City and remain in full force and effect on the date hereof.

4. The City Documents have been duly authorized, executed and delivered by the City and remain legal, valid and binding obligations of the City enforceable against the City in accordance with their terms. However, the enforceability of the obligations of the City under such City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally, (b) principles of equity, whether considered at law or in equity, and (c) the application of Texas law relating to action by future councils and relating to governmental immunity applicable to governmental entities.

5. The performance by the City of the obligations under the Authorizing Documents and the City Documents will not violate any provision of any Federal or Texas constitutional or statutory provision.

6. No further consent, approval, authorization, or order of any court or governmental agency or body or official is required to be obtained by the City as a condition precedent to the performance by the City of its obligations under the Authorizing Documents and the City Documents.

7. The City has duly authorized, executed and delivered the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum.

8. The adoption of the Authorizing Documents and the execution and delivery of the City Documents and the compliance with the provisions of the Authorizing Documents and the City Documents under the circumstances contemplated thereby, to the best of our knowledge: (a) do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement to which the City is a party or by which it is bound, and (b) do not and will not in any material respect conflict with or constitute on the part of the City a violation, breach of or default under any existing law, regulation, court order or consent decree to which the City is subject.

9. Based upon our limited participation in the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum (collectively, the “Limited Offering Memorandum”), the statements and information contained in the Limited Offering Memorandum with respect to the City under the captions and subcaptions “ASSESSMENT PROCEDURES —Assessment Methodology” and “—Assessment Amounts,” “THE CITY,” “THE DISTRICT,” “LEGAL MATTERS — Litigation — The City” and “CONTINUING DISCLOSURE – The City” is a fair and accurate summary of the law relating to collection and enforcement of Assessments and the documents and facts summarized therein.

This opinion may not be relied upon by any other person except those specifically addressed in this letter.

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Very truly yours, ______________________ WOLFE, TIDWELL & MCCOY, LLP ATTORNEY FOR THE CITY

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APPENDIX D

[LETTERHEAD OF MIKLOS LAW]

July 14, 2020




Wolfe, Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034

McCall, Parkhurst & Horton L.L.P 717 North Harwood, suite 900 Dallas, Texas 75201

Winstead PC 2728 N. Harwood Street Dallas, Texas 75201



PROJECT)

Ladies & Gentlemen:

We have acted as special counsel to Lennar Homes of Texas Land and Construction, Ltd., a Texas limited partnership (the “Developer”) in connection with the issuance and sale by the City of Princeton, Texas (the “City”), of $2,837,000 City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Arcadia Farms Public Improvement District Phases 3 and 4 Project) (the “Bonds”), pursuant to the Indenture of Trust dated as of July 1, 2020 (the “Indenture”), by and between the City and Regions Bank, as trustee (the “Trustee”). Proceeds from the sale of the Bonds will be used, in part, to fund certain public infrastructure improvements in the development known as “Arcadia Farms” (the “Development”) located in the City of Princeton, Texas (the “City”).

The Bonds are being sold by FMSbonds, Inc. (the “Underwriter”), pursuant to that certain Bond Purchase Agreement dated June 22, 2020 (the “Bond Purchase Agreement”), between the City and the Underwriter.

All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement.

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In our capacity as special counsel to the Developer, and for purposes of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(a) The following documents (collectively, the “Material Documents”):

(1) the, Arcadia Farms Development Agreement, effective as of January 23, 2017, between the City and Princeton 380, Ltd., as amended on October 19, 2018 and as partially assigned to the Developer pursuant to the Partial Assignment dated February 1, 2017 between the Developer and Princeton 380, Ltd. and fully assigned to the Developer by that General Assignment between Princeton 380, Ltd. and the Developer dated January 7, 2019;

(2) the Landowner Agreement, dated as of May 26, 2020 between the City and the Developer and the Landowner Agreement, dated as of May 26, 2020 between the City and the Gehan Homes, Ltd. (collectively the “Landowner Agreements”);

(3) the Continuing Disclosure Agreement of Developer dated as of July 1, 2020 among the Developer, 30 Three Sixty Public Finance, as Administrator and Regions Bank, as Dissemination Agent;

(4) the Developer Letter of Representations dated as of June 8, 2020;

(b) General Certificate of the Developer and the Closing Certificate of the Developer, each dated as of the date hereof (together, the “Developer Certificate”);

(c) The Preliminary Limited Offering Memorandum, dated June 8, 2020 relating to the issuance of the Bonds (the “Preliminary Limited Offering Memorandum”);

(d) The final Limited Offering Memorandum, dated June 22, 2020, relating to the issuance of the Bonds (collectively with the Preliminary Limited Offering Memorandum, the “Limited Offering Memorandum”); and

(e) Such other documents, records, agreements and certificates of the Developer as we have deemed necessary or appropriate to render the opinions expressed below.

In basing the opinions and other matters set forth herein on “our knowledge,” the words “our knowledge” signify that, in the course of our representation of the Developer the principal attorneys in this firm involved in the current actual transaction do not have actual knowledge or actual notice that any such opinions or other matters are not accurate or that any of the documents, certificates, reports and information on which we have relied are not accurate and complete. Except as otherwise stated herein, we have undertaken no independent investigation or certification of such matters. The words “our knowledge” and similar language used herein are intended to be limited to the knowledge of the attorneys within our firm who have worked on the matters contemplated by our representation as special counsel.

In rendering the opinions set forth herein, we have assumed, without independent investigation (other than the Developer), that: (i) the due authorization, execution, and delivery of each of the documents referred to in this opinion letter by all parties thereto and that each such document constitutes a valid, binding, and enforceable obligation of each

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party thereto, (ii) all of the parties to the documents referred to in this opinion letter are duly organized, validly existing, in good standing and have the requisite power, authority (corporate, limited liability company, partnership or other) and legal right to execute, deliver, and perform its obligations under such documents (except to the extent set forth in our opinions set forth herein regarding valid existence and power and authority of the Developer to execute, deliver, and perform its obligations under the Material Documents), (iii) each certificate from governmental officials reviewed by us is accurate, complete, and authentic, and all official public records are accurate and complete, (iv) the legal capacity of all natural persons, (v) the genuineness of all signatures (other than those of the Developer in respect of the Material Documents), (vi) the authenticity and accuracy of all documents submitted to us as originals, (vii) the conformity to original documents of all documents submitted to us as photostatic or certified copies, (viii) that no laws or judicial, administrative, or other action of any governmental City of any jurisdiction not expressly opined to herein would adversely affect the opinions set forth herein, and (ix) that the execution and delivery by each party of, and performance of its agreements in, the Material Documents do not breach or result in a default under any existing obligation of such party under any agreements, contracts or instruments to which such party is a party to or otherwise subject to or any order, writ, injunction or decree of any court applicable to such party.

In addition, we have assumed that the Material Documents accurately reflect the complete understanding of the parties with respect to the transactions contemplated thereby and the rights and obligations of the parties thereunder. We have also assumed that the terms and conditions of the transaction as reflected in the Material Documents have not been amended, modified or supplemented, directly or indirectly, by any other agreement or understanding of the parties or waiver of any of the material provisions of the Material Documents.

We assume that none of the parties to the Material Documents (other than Developer) is a party to any court or regulatory proceeding relating to or otherwise affecting the Material Documents or is subject to any order, writ, injunction or decree of any court or federal, state or local governmental agency or commission that would prohibit the execution and delivery of the Material Documents, or the consummation of the transactions therein contemplated in the manner therein provided, or impair the validity or enforceability thereof. We assume that each of the parties to the Material Documents (other than Developer) has full authority to close this transaction in accordance with the terms and provisions of the Material Documents.

We assume that neither the Underwriter nor the City nor their respective counsel has any current actual knowledge of any facts not known to us or any law or judicial decision which would make the opinions set forth herein incorrect, and that no party upon whom we have relied for purposes of this opinion letter has perpetrated a fraud.

We have only been engaged by our clients in connection with the Material Documents (and the transactions contemplated in the Material Documents) and do not represent these clients generally.

Opinions and Assurances

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Based solely upon the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that:

1. The execution and delivery by the Developer of the Material Documents and the performance by the Developer of its obligations under the Material Documents will not (i)violate any applicable law; or (ii) conflict with or result in the breach of any court decree or order of any governmental body identified in the Developer Certificate or otherwise actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion binding upon or affecting the Developer, the conflict with which or breach of which would have a material, adverse effect on the ability of the Developer to perform its obligations under the Material Documents to which it is a party.

2. To our knowledge, no governmental approval which has not been obtained or taken is required to be obtained or taken by the Developer on or before the date hereof as a condition to the performance by the Developer of its obligations under the Material Documents to which it is a party, except for governmental approvals that may be required to comply with certain covenants contained in the Material Documents (including, without limitation, covenants to comply with applicable laws).

3. The Developer has duly executed and delivered each of the Material Documents to which it is a party, and each of the Material Documents constitute the legal, valid, and binding obligations of the Developer, enforceable against the Developer in accordance with their respective terms, subject to the following qualifications: (i) the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and (ii) the effect of the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity), and (iii) the effect that enforceability of the indemnification provisions therein may be limited, in whole or in part. The execution, delivery, and performance by the Developer of its obligations under the Material Documents do not violate any existing laws of the State of Texas applicable to the Developer.

4. To our knowledge after reasonable inquiry, there are no actions, suits or proceedings pending or threatened against the Developer identified in the Developer Certificate or otherwise actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion in any court of law or equity, or before or by any governmental instrumentality with respect to the validity or enforceability against it of such Material Documents or the transactions described therein.

5. The execution and delivery of the Material Documents do not, and the transactions described therein may be consummated and the terms and conditions thereof may be observed and performed in a manner that does not, conflict with or constitute a breach of or default under any loan agreement, Indenture, bond note, resolution, agreement or other instrument to which the Developer is a party or is otherwise subject and which have been identified in the Developer Certificate which violation, breach or default would materially adversely affect the Developer or its performance of its obligations under the transactions described in the Material Documents; nor will any such execution, delivery, adoption, fulfillment, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Developer, except as expressly described in the Material Documents (a)

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under applicable law or (b) under any such loan agreement, indenture, bond note, resolution, agreement, or other instrument.

6. The information set forth in the Limited Offering Memorandum under the

captions “PLAN OF FINANCE — Development Plan and Status of Development,” “THE PHASES 3 AND 4 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Phases 3 and 4 Improvements, and the Development, as defined in the Limited Offering Memorandum),” “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE — The Developer,” adequately and fairly describe the information summarized under such captions and are correct as to matters of law.

7. Subject to the below qualifications and based upon our participation in the

preparation of the Limited Offering Memorandum and our participation at conferences with representatives of the Underwriter and its Counsel, of the City and its counsel, and with representatives of the Developer at which the Limited Offering Memorandum and related matters were discussed, and although we have not independently verified the information in the Limited Offering Memorandum and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Limited Offering Memorandum and any amendment or supplement thereto, no facts have come to our attention that lead us to believe that the information set forth under the captions referenced in the preceding paragraph as of the date of the Limited Offering Memorandum and the date hereof, contained or contains any untrue statement of a material fact, or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Qualifications

In addition to any assumptions, qualifications and other matters set forth elsewhere herein, the opinions set forth above are subject to the following assumptions and qualifications:

(a) We have not examined any court dockets, agency files or other public records regarding the entry of any judgments, writs, decrees or orders or the pendency of any actions, proceedings, investigations or litigation.

(b) We have relied upon the Developer Certificates, as well as the representations of

the Developer contained in the Material Documents, with respect to certain facts material to our opinion. Except as otherwise specifically indicated herein, we have made no independent investigation regarding any of the foregoing documents or the representations contained therein.

(c) Our opinion delivered pursuant to Section 3 above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditors’ rights generally and to the effect of general principles of equity, including (without limitation) remedies of specific performance and injunctive relief and concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

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(d) Except for the Material Documents, we have not reviewed, and express no opinion as to, any other contracts or agreements to which the Developer is a party or by which the Developer is or may be bound.

(e) The opinions expressed herein are based upon and limited to the applicable laws of the State of Texas and the laws of the United States of America, excluding the principles of conflicts of laws thereof, as in effect as of the date hereof, and our knowledge of the facts relevant to such opinions on such date. In this regard, we note that we are members of the Bar of the State of Texas, we do not express any opinion herein as to matters governed by the laws of any other jurisdiction, except the United States of America, we do not purport to be experts in any other laws and we can accept no responsibility for the applicability or effect of any such laws. In addition, we assume no obligation to supplement the opinions expressed herein if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that affect the opinions expressed herein.

(f) This letter is strictly limited to the matters expressly set forth herein and no statements or opinions should be inferred beyond such matters.

(g) Notwithstanding anything contained herein to the contrary, we express no opinion whatsoever concerning the status of title to any real or personal property.

(h) The opinions expressed herein regarding the enforceability of the Material Documents are subject to the qualification that certain of the remedial, waiver or other provisions thereof may not be enforceable; but such unenforceability will not, in our judgment, render the Material Documents invalid as a whole or substantially interfere with the practical realization of the principal legal benefits provided in the Material Documents, except to the extent of any economic consequences of any procedural delays which may result therefrom.

(i) The opinion expressed herein as to the enforceability of the Material Documents is specifically subject to the qualification that enforceability of the Material Documents is limited by the following: (i) the rights of the United States under the Federal Tax Lien Act of 1966, as amended; (ii) principles of equity, public policy and unconscionability which may limit the availability of certain remedies; (iii) bankruptcy, insolvency, reorganization, fraudulent conveyance, liquidation, probate, conservatorship and other laws applicable to creditors’ rights or the collection of debtors’ obligations generally; and (iv) requirements of due process under the United States Constitution, the Constitution of the State of Texas and other laws or court decisions limiting the rights of creditors to repossess, foreclose or otherwise realize upon the property of a debtor without appropriate notice or hearing or both.

(j) We express no opinion as to whether a court would grant specific performance or any other equitable remedy with respect to the enforcement of the Material Documents.

(k) We express no opinion as to the validity, binding effect, or enforceability of: (i) provisions which purport to waive rights or notices, including rights to trial by jury, counterclaims or defenses, jurisdiction or venue; (ii) provisions relating to consent judgments, waivers of defenses or the benefits of statutes of limitations, marshaling of assets, the transferability of any assets which by their nature are nontransferable, sales in inverse order of alienation, or severance; (iii) provisions purporting to waive the benefits of present or of future

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laws relating to exemptions, appraisement, valuation, stay of execution, redemption, extension of time for payment, setoff and similar debtor protection laws; or (iv) provisions requiring a party to pay fees and expenses regardless of the circumstances giving rise to such fees or expenses or the reasonableness thereof.

(l) The opinions expressed herein are subject to the effect of generally applicable rules of law that provide that forum selection clauses in contracts are not necessarily binding on the court(s) in the forum selected.

(m) We express no opinion as to the enforceability of any provisions in the Material Documents purporting to entitle a party to indemnification in respect of any matters arising in whole or in part by reason of any negligent, illegal or wrongful act or omission of such party.

This opinion is furnished to those parties addressed in this letter solely in connection with the transactions, for the purposes and on the terms described above and may not be relied upon for any other purpose or by any other person in any manner or for any purpose.

Very truly yours,

______________________

Robert Miklos

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APPENDIX E

CLOSING CERTIFICATE OF DEVELOPER

Lennar Homes of Texas Land and Construction, Ltd., a Texas limited partnership (“Developer”), DOES HEREBY CERTIFY the following as of the date hereof. All capitalized terms not otherwise defined herein shall have the meaning given to such term in the Limited Offering Memorandum.

1. Developer is a limited partnership organized, validly existing and in good standing under the laws of the State of Texas.

2. Representatives of Developer have provided information to the City of Princeton, Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”) to be used in connection with the offering by the City of its $2,837,000 aggregate principal amount of Special Assessment Revenue Bonds, Series 2020 (Arcadia Farms Public Improvement District Phases 3 and 4 Project) (the “Bonds”), pursuant to the City’s Preliminary Limited Offering Memorandum, dated June 8, 2020 and Limited Offering Memorandum dated June 22, 2020 (together, the “Limited Offering Memorandum”).

3. The Developer has delivered to the Underwriter and the City true, correct, complete and fully executed copies of the Developer’s organizational documents, and such documents have not been amended or supplemented and are in full force and effect as of the date hereof.

4. The Developer has delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary of State and (ii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for the Developer.

5. Developer has executed and delivered each of the below listed documents (individually, a “Developer Document” and collectively, the “Developer Documents”) in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of Developer, enforceable against Developer in accordance with its terms:

(a) that certain Developer Letter of Representation dated June 8, 2020;

(b) that certain Arcadia Farms Development Agreement relating to the District, effective January 23, 2017, executed and delivered by the City and Princeton 380, Ltd., as amended on October 19, 2018, as partially assigned to the Developer pursuant to the Partial Assignment dated February 1, 2017 between the Developer and Princeton 380, Ltd. and fully assigned to the Developer by that General Assignment between Princeton 380, Ltd. and the Developer dated January 7, 2019;

(c) that certain the Landowner Agreement dated as of May 26, 2020 executed by the City and the Developer and the Landowner Agreement dated as of May 26, 2020 executed by the City and the Gehan Homes, Ltd. (the “Landowner Agreements”);

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(d) that certain Continuing Disclosure Agreement of the Developer, dated as of July 1, 2020 made by and among the Developer, Regions Bank, as dissemination agent and 30 Three Sixty Public Finance, as Administrator.

6. The Developer has complied in all material respects with all of the Developer’s agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof.

7. The execution and delivery of the Developer Documents by Developer does not violate any judgment, order, writ, injunction or decree binding on Developer or any indenture, agreement, or other instrument to which Developer is a party. To the Developer’s knowledge, after due inquiry, there are no proceedings pending or threatened in writing before any court or administrative agency against Developer that is either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the Development in accordance with the description thereof in the Limited Offering Memorandum.

8. Developer has reviewed and approved the information contained in the Limited Offering Memorandum under the captions “PLAN OF FINANCE – Development Plan and Status of Development,” “THE PHASES 3 AND 4 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Phases 3 and 4 Improvements, and the Development), “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE — The Developer”, and certifies that the same does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading respecting such Developer and the portion of the Development owned by such Developer, provided, however, that the foregoing certification is not a certification as to the accuracy, completeness or fairness of any of the other statements contained in the Limited Offering Memorandum.

9. Developer is in compliance in all material respects with all provisions of applicable law in all material respects relating to Developer in connection with the Development. Except as otherwise described in the Limited Offering Memorandum: (a) there is no default of any zoning condition, land use permit or development agreement binding upon Developer or any portion of the Development that would materially and adversely affect Developer’s ability to complete or cause to be completed the development of such portion of the Development as described in the Limited Offering Memorandum; and (b) we have no reason to believe that any additional permits, consents and licenses required to complete the Development as and in the manner described in the Limited Offering Memorandum will not be reasonably obtainable in due course.

10. Developer is not insolvent and has not made an assignment for the benefit of creditors, filed or consented to a petition in bankruptcy, petitioned or applied (or consented to any third party petition or application) to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction.

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11. The levy of the Assessments (as defined in the Limited Offering Memorandum) on property in Phases 3 and 4 of the District owned by Developer will not conflict with or constitute a breach of or default under any agreement, indenture or other instrument to which Developer is a party or to which Developer or any of its property or assets is subject.

12. Developer is not in default under any mortgage, trust indenture, lease or other instrument to which it or any of its assets is subject, which default would have a material and adverse effect on the Bonds or the development of the Development.

13. Developer has no knowledge of any physical condition of the Development owned or to be developed by Developer that currently requires, or currently is reasonably expected to require in the process of development investigation or remediation under any applicable federal, state or local governmental laws or regulations relating to the environment in any material and adverse respect.

Dated: ___________________, 2020

DEVELOPER: LENNAR HOMES OF TEXAS LAND AND CONSTRUCTION, LTD., a Texas limited partnership By: U.S. Home Corporation, a Delaware corporation,

Its General Partner By: Printed Name:

Title:

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APPENDIX F

[LETTERHEAD OF ASSESSMENT CONSULTANT AND ADMINISTRATOR]

July 14, 2020





Re: City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Arcadia Farms Public Improvement District Phases 3 and 4 Project) (the “Bonds”)


The undersigned, _________________, of 30 Three Sixty Public Finance, Inc. consultant in connection with the creation by the City of Princeton, Texas (the “City”), of Arcadia Farms Public Improvement District (the “District”), does hereby represent the following:

1. On behalf of 30 Three Sixty Public Finance, Inc. I have supplied certain information contained in the Preliminary Limited Offering Memorandum, dated June 8, 2020 (the “Preliminary Limited Offering Memorandum”), and the final Limited Offering Memorandum, dated on or about June 22, 2020 (the “Limited Offering Memorandum”), both in connection with the Bonds, relating to the issuance of the Bonds by the City, as described above. The information I provided for the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is located (a) under the caption “ASSESSMENT PROCEDURES — Assessment Methodology” and “— Assessment Amounts,” (b) under the caption “THE ASSESSMENT CONSULTANT AND PID ADMINISTRATOR – Assessment Consultant” and (c) in the Service and Assessment Plan (the “SAP”) for the City located in APPENDIX C to the Limited Offering Memorandum.

2. To the best of my professional knowledge and belief, the portions of the Limited Offering Memorandum described above do not contain an untrue statement of a material fact as to the information and data set forth therein, and do not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

3. At the request of the City, 30 Three Sixty Finance, Inc. has prepared the SAP and acknowledges that the SAP will be included in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and agrees to the use of the name of my firm in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum for the Bonds.

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4. I agree that, to the best of my ability, I will inform you immediately should I learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or about July 14, 2020) which would render any such information in the Limited Offering Memorandum untrue, incomplete, or incorrect, in any material fact or render any such information materially misleading.

5. The undersigned hereby represents that he has been duly authorized to execute this letter of representation.

Sincerely yours,

30 THREE SIXTY PUBLIC FINANCE By: Its:

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EXHIBIT C

CONTINUING DISCLOSURE AGREEMENT

See attached

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CONTINUING DISCLOSURE AGREEMENT OF THE ISSUER

This Continuing Disclosure Agreement of the Issuer dated as of July 1, 2020 (this “Disclosure Agreement”) is executed and delivered by and between the City of Princeton, Texas (the “Issuer”), 30 Three Sixty Public Finance, Inc. (the “Administrator”) and HTS Continuing Disclosure Services, a division of Hilltop Securities Inc. (the “Dissemination Agent”), with respect to the Issuer’s “Special Assessment Revenue Bonds, Series 2020 (Arcadia Farms Public Improvement District Phases 3 and 4 Project)” (the “Bonds”). The Issuer, Administrator and the Dissemination Agent covenant and agree as follows:

SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer, the Administrator and the Dissemination Agent for the benefit of the Owners (defined below) and beneficial owners of the Bonds. Unless and until a different filing location is designated by the MSRB (defined below) or the SEC (defined below), all filings made by the Dissemination Agent pursuant to this Disclosure Agreement shall be filed with the MSRB through EMMA (defined below).

SECTION 2. Definitions. In addition to the definitions set forth above and in the Indenture of Trust dated as of July 1, 2020, relating to the Bonds (the “Indenture”), which apply to any capitalized term used in this Disclosure Agreement, including the Exhibits hereto, unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

“Administrative Expenses” shall have the meaning assigned to such term in the Indenture.

“Administrator” shall mean an employee or designee of the Issuer who shall have the responsibilities provided in the Service and Assessment Plan, the Indenture, or any other agreement or document approved by the Issuer related to the duties and responsibilities for the administration of the District.

“Annual Financial Information” shall mean annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 4(a) of this Disclosure Agreement.

“Annual Installment(s)” shall have the meaning assigned to such term in the Indenture.

“Annual Issuer Report” shall mean any Annual Issuer Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

“Assessment(s)” shall have the meaning assigned to such term in the Indenture.

“Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the State of Texas observed as such by the Issuer or the Trustee or any national holiday observed by the Trustee.

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“Developer” shall mean Lennar Homes of Texas Land and Construction, Ltd., an Arizona limited liability company, and its successors and assigns.

“Disclosure Agreement of Developer” shall mean the Continuing Disclosure Agreement of the Developer dated as of July 1, 2020 executed and delivered by the Developer, the Administrator and HTS Continuing Disclosure Services, a division of Hilltop Securities Inc., as dissemination agent.

“Disclosure Representative” shall mean the Finance Director or City Manager of the Issuer or such other officer or employee as the Issuer, may designate in writing to the Dissemination Agent from time to time.

“Dissemination Agent” shall mean HTS Continuing Disclosure Services, a division of Hilltop Securities Inc., or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Trustee a written acceptance of such designation.

“District” shall mean Arcadia Farms Public Improvement District.

“EMMA” shall mean the Electronic Municipal Market Access System currently available on the internet at http://emma.msrb.org.

“Financial Obligation” shall mean a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that “financial obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule.

“Fiscal Year” shall mean the calendar year from October 1 through September 30.

“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement.

“MSRB” shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the SEC to receive continuing disclosure reporting pursuant to the Rule.

“Outstanding” shall mean, as of any particular date when used with reference to Bonds, all Bonds authenticated and delivered under the Indenture except (i) any Bond that has been canceled by the Trustee (or has been delivered to the Trustee for cancellation) at or before such date, (ii) any Bond for which the payment of the principal or Redemption Price of and interest on such Bond shall have been made as provided in the Indenture, and (iii) any Bond in lieu of or in substitution for which a new Bond shall have been authenticated and delivered pursuant to the Indenture.

“Owner” shall mean the registered owner of any Bonds.

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“Participating Underwriter” shall mean FMSbonds, Inc., and its successors and assigns.

“Phases 3 and 4” shall have the meaning assigned to such term in the Service and Assessment Plan.

“Prepayment” shall mean the payment of all or a portion of an Assessment before the due date thereof. Amounts received at the time of a Prepayment which represent a principal, interest or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Assessment.

“Rule” shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time.

“SEC” shall mean the United States Securities and Exchange Commission.

“Service and Assessment Plan” shall have the meaning assigned to such term in the Indenture.

“Trust Estate” shall have the meaning assigned to such term in the Indenture.

“Trustee” shall mean Regions Bank, an Alabama banking corporation, or any successor trustee pursuant to the Indenture.

SECTION 3. Provision of Annual Issuer Reports.

(a) The Issuer shall cause and hereby directs the Dissemination Agent to provide or cause to be provided to the MSRB, in the electronic or other format required by the MSRB, commencing with the Fiscal Year ending September 30, 2020, an Annual Issuer Report provided to the Dissemination Agent which is consistent with the requirements of and within the time periods specified in Section 4 of this Disclosure Agreement. The audited financial statements of the Issuer, if prepared and when available, may be submitted separately from the Annual Issuer Report, and may be submitted later than the date required in this paragraph for the filing of the Annual Issuer Report if audited financial statements are not available by that date. If, however, the audited financial statements are not complete by the deadline specified in Section 4(a), then the Issuer shall provide unaudited financial statements within such period. In each case, the Annual Issuer Report may be submitted as a single document or as separate documents comprising a package and may include by reference other information as provided in Section 4 of this Disclosure Agreement. If the Issuer’s Fiscal Year changes, it shall file notice of such change (and of the date of the new Fiscal Year) with the MSRB prior to the next date by which the Issuer otherwise would be required to provide the Annual Issuer Report pursuant to this paragraph. All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB.

Not later than ten (10) days prior to the date specified in Section 4 of this Disclosure Agreement for providing the Annual Issuer Report to the MSRB, the Issuer shall provide the Annual Issuer Report to the Dissemination Agent. The Dissemination Agent shall provide such Annual Issuer Report to the MSRB not later than ten (10) days from receipt of such Annual Issuer Report from the Issuer.

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If by the fifth (5th) day before the filing date required under Section 4 of this Disclosure Agreement, the Dissemination Agent has not received a copy of the Annual Issuer Report, the Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the applicable Annual Issuer Report pursuant to this subsection (a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Issuer Report no later than two (2) Business Days prior to the filing date required under Section 4 of this Disclosure Agreement; or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to provide the Annual Issuer Report within the time required under this Disclosure Agreement, state the date by which the Annual Issuer Report for such year will be provided and instruct the Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit A; provided, however, that in the event the Disclosure Representative is required to act under either (i) or (ii) described above, the Dissemination Agent still must file the Annual Issuer Report or the notice of failure to file, as applicable, to the MSRB, no later than six months after the end of each Fiscal Year; provided further, however, that in the event the Disclosure Representative fails to act under either (i) or (ii) described above, the Dissemination Agent shall file a notice of failure to file no later than on the last Business Day of the six month period after the end of the Fiscal Year.

(b) The Issuer shall or shall cause the Dissemination Agent to:

(i) determine the filing address or other filing location of the MSRB each year prior to filing the Annual Issuer Report on the date required in subsection (a);

(ii) file the Annual Issuer Report containing or incorporating by reference the information set forth in Section 4 hereof; and

(iii) if the Issuer has provided the Dissemination Agent with the completed Annual Issuer Report and the Dissemination Agent has filed such Annual Issuer Report with the MSRB, then the Dissemination Agent shall file a report with the Issuer certifying that the Annual Issuer Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB.

SECTION 4. Content and Timing of Annual Issuer Reports. The Annual Issuer Report for the Bonds shall contain or incorporate by reference, and the Issuer agrees to provide or cause to be provided to the Dissemination Agent to file, the following:

(a) Within six months after the end of each Fiscal Year the following Annual Financial Information (any or all of which may be unaudited):

(i) Tables setting forth the following information, as of the end of such Fiscal Year:

(A) For the Bonds, the maturity date or dates, the interest rate or rates, the original aggregate principal amount, the principal amount remaining Outstanding and the interest amount remaining Outstanding; and

(B) The amounts in the funds and accounts under the Indenture securing the Bonds and a description of the related investments.

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(ii) The principal and interest paid on the Bonds during such Fiscal Year and the minimum scheduled principal and interest required to be paid on the Bonds in the next Fiscal Year.

(iii) Any changes to the land use designation for the property in Phases 3 and 4 from the purposes identified in the Service and Assessment Plan.

(iv) Updates to the information in the Service and Assessment Plan as most recently amended or supplemented (a “SAP Update”), including any changes to the methodology for levying the Assessments in Phases 3 and 4.

(v) The aggregate taxable assessed valuation for parcels or lots within Phases 3 and 4 based on the most recent certified tax roll available to the Issuer.

(vi) Listing of any property or property owners in Phases 3 and 4 representing more than five percent (5%) of the levy of Assessments, the amount of the levy of Assessments against such landowners, and the percentage of such Assessments relative to the entire levy of Assessments within Phases 3 and 4, as shown on the Assessment Roll attached to the SAP Update for such Fiscal Year.

(vii) Collection and delinquency history of the Assessments within Phases 3 and 4 for the past five Fiscal Years, in substantially the following format:

Collection and Delinquent History of Assessments Collected in Fiscal Year Ending 9/30

Assessment

Billed

Parcels Levied

Delinquent Amount as of 3/1

Delinquent Percentage as of 3/1



Total Assessments Collected(1)

2020 $ — — $ (1) Collected as of _________ __, 20__. Includes $___________ attributable to Prepayments.

(viii) For each calendar year, if the total amount of Annual Installments that are

delinquent as of September 1 in such calendar year is equal to or greater than ten (10%) of the total amount of Annual Installments due in such calendar year, a list of parcel numbers for which the Annual Installments are delinquent.

(ix) Total amount of Prepayments collected, as of the February 15 of the calendar year immediately succeeding such Fiscal Year.

(x) The amount of delinquent Assessments by Fiscal Year:

(A) which are subject to institution of foreclosure proceedings (but as to which such proceedings have not been instituted);

(B) for which foreclosure proceedings have been instituted but have not been concluded;

(C) which have been reduced to judgment but not collected;

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(D) which have been reduced to judgment and collected; and

(E) the result of any foreclosure sales of assessed property within Phases 3 and 4 if the assessed property sold at a foreclosure sale represents more than one percent (5%) of the total amount of Assessments.

(xi) A description of any amendment to this Disclosure Agreement and a copy of any restatements to the Issuer’s audited financial statements during such Fiscal Year.

(b) If not provided with the financial information provided under subsection 4(a) above, if prepared and when available, the audited financial statements of the Issuer for the most recently ended Fiscal Year, prepared in accordance with generally accepted accounting principles applicable from time to time to the Issuer. If audited financial statements are not included with the financial information provided under subsection 4(a) above, unaudited financial statements shall be included with such financial information within the time period specified.

See Exhibit B hereto for a form for submitting the information set forth in the preceding paragraphs. The Issuer has designated 30 Three Sixty Public Finance, Inc. as the initial Administrator. The Administrator, and if no Administrator is designated, Issuer’s staff, shall prepare the Annual Financial Information. In all cases, the Issuer shall have the sole responsibility for the content, design and other elements comprising substantive contents of the Annual Issuer Reports under this Section 4.

Any or all of the items listed above may be included by specific reference to other documents, including disclosure documents of debt issues of the Issuer, which have been submitted to and are publicly accessible from the MSRB. If the document included by reference is a final offering document, it must be available from the MSRB. The Issuer shall clearly identify each such other document so included by reference.

SECTION 5. Reporting of Significant Events.

(a) Pursuant to the provisions of this Section 5, each of the following is a Listed Event with respect to the Bonds:

1. Principal and interest payment delinquencies.

2. Non-payment related defaults, if material.

3. Unscheduled draws on debt service reserves reflecting financial difficulties.

4. Unscheduled draws on credit enhancements reflecting financial difficulties.

5. Substitution of credit or liquidity providers, or their failure to perform.

6. Adverse tax opinions, the issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds.

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7. Modifications to rights of Owners, if material.

8. Bond calls, if material, and tender offers.

9. Defeasances.

10. Release, substitution, or sale of property securing repayment of the bonds, if material.

11. Rating changes.

12. Bankruptcy, insolvency, receivership or similar event of the Issuer.

13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material.

14. Appointment of a successor trustee under the Indenture or the change of name of a trustee, if material.

15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material.

16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties.

For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer.

Upon the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination Agent in writing and the Issuer shall direct the Dissemination Agent to file a notice of such occurrence with the MSRB. The Dissemination Agent shall file such notice no later than the Business Day immediately following the day on which it receives written notice of such occurrence from the Issuer. Any such notice is required to be filed within ten (10) Business Days of the occurrence of such Listed Event.

Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the Dissemination Agent to

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disseminate such information as provided herein, and the date the Issuer desires for the Dissemination Agent to disseminate the information (which date shall not be more than ten (10) Business Days after the occurrence of the Listed Event or failure to file).

In all cases, the Issuer shall have the sole responsibility for the content, design and other elements comprising substantive contents of all disclosures made under this Section 5. In addition, the Issuer shall have the sole responsibility to ensure that any notice required to be filed under this Section 5 is filed within ten (10) Business Days of the occurrence of the Listed Event.

(b) The Dissemination Agent shall, within one (1) Business Day of obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the Disclosure Representative of such Listed Event. The Dissemination Agent shall not be required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives written instructions from the Disclosure Representative to do so. If the Dissemination Agent has been instructed by the Disclosure Representative on behalf of the Issuer to report the occurrence of a Listed Event under this subsection (b), the Dissemination Agent shall immediately file a notice of such occurrence with the MSRB. It is agreed and understood that the duty to make or cause to be made the disclosures herein is that of the Issuer and not that of the Trustee or the Dissemination Agent. It is agreed and understood that the Dissemination Agent has agreed to give the foregoing notice to the Issuer as an accommodation to assist it in monitoring the occurrence of such event, but is under no obligation to investigate whether any such event has occurred. As used above, “actual knowledge” means the actual fact or statement of knowing, without a duty to make any investigation with respect thereto. In no event shall the Dissemination Agent be liable in damages or in tort to the Issuer, the Participating Underwriter, the Trustee, or any Owner or beneficial owner of any interests in the Bonds as a result of its failure to give the foregoing notice or to give such notice in a timely fashion.

(c) If in response to a notice from the Dissemination Agent under subsection (b), the Issuer determines that the Listed Event under number 2, 7, 8 (as to Bond calls only), 10, 13, 14 or 15 of subparagraph (a) above is not material under applicable federal securities laws, the Issuer shall promptly notify the Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (b).

SECTION 6. Termination of Reporting Obligations. The obligations of the Issuer, the Administrator and the Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. So long as any of the Bonds remain Outstanding, the Dissemination Agent may assume that the Issuer is an obligated person with respect to the Bonds until it receives written notice from the Disclosure Representative stating that the Issuer is no longer an obligated person with respect to the Bonds, and the Dissemination Agent may conclusively rely upon such written notice with no duty to make investigation or inquiry into any statements contained or matters referred to in such written notice. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event with respect to such series of Bonds under Section 5(a).

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SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. The initial Dissemination Agent appointed hereunder shall be HTS Continuing Disclosure Services, a division of Hilltop Securities Inc.

SECTION 8. Amendment; Waiver. Notwithstanding any other provisions of this Disclosure Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its consent to any amendment so requested by the Issuer), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:

(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted;

(b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

(c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Owners or beneficial owners of the Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment in the next related Annual Issuer Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(a), and (ii) the Annual Issuer Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. No amendment which [materially] adversely affects the Dissemination Agent may be made without its prior written consent (which consent will not be unreasonably withheld or delayed).

SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Issuer Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Issuer Report or notice of occurrence of a Listed Event in addition to that

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which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Issuer Report or notice of occurrence of a Listed Event.

SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Agreement, the Dissemination Agent may (and, at the request of any Participating Underwriter or the Owners of at least twenty-five (25%) aggregate principal amount of Outstanding Bonds, shall, upon being indemnified to its satisfaction), or any Owner or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate to cause the Issuer, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture with respect to the Bonds, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer to comply with this Disclosure Agreement shall be an action for mandamus or specific performance. A default under this Disclosure Agreement by the Issuer shall not be deemed a default under the Disclosure Agreement of Developer by the Developer, and a default under the Disclosure Agreement of Developer by the Developer shall not be deemed a default under this Disclosure Agreement by the Issuer.

SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent and Administrator.

(a) The Dissemination Agent shall not have any duty with respect to the content of any disclosures made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the Issuer agrees to hold harmless the Dissemination Agent, its officers, directors, employees and agents, but only with funds to be provided by the Developer or from Assessments collected from the property owners in the District, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities arising from information provided to the Dissemination Agent by the Developer or the failure of the Developer to provide information to the Dissemination Agent as and when required under the Disclosure Agreement of Developer. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Dissemination Agent is an “obligated person” under the Rule. The Dissemination Agent is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The fact that the Dissemination Agent may have a banking or other business relationship with the Issuer or any person with whom the Issuer contracts in connection with the transaction described in the Indenture, apart from the relationship created by the Indenture or this Disclosure Agreement, shall not be construed to mean that the Dissemination Agent has actual knowledge of any event described in Section 5 above, except as may be provided by written notice to the Dissemination Agent pursuant to this Disclosure Agreement.

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(b) Except as otherwise provided herein, the Administrator shall not have any duty with respect to the content of any disclosures made pursuant to the terms hereof. The Administrator shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees to hold harmless the Administrator, its officers, directors, employees and agents, but only with funds to be provided by the Developer or from Assessments collected from the property owners in the District, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including reasonable attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Administrator’s negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Administrator is an “obligated person” under the Rule. The Administrator is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The Administrator shall not in any event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel given with respect to any question relating to duties and responsibilities of the Administrator hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document delivered to the Administrator and believed to be genuine and to have been signed or presented by the proper party or parties.

(c) The Dissemination Agent or the Administrator may, from time to time, consult with legal counsel of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or their respective duties hereunder, and the Dissemination Agent and Administrator shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel.

UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE ADMINISTRATOR OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, THE ADMINISTRATOR OR THE DISSEMINATION AGENT, RESPECTIVELY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, 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. THE DISSEMINATION AGENT AND THE ADMINISTRATOR IS UNDER NO OBLIGATION NOR IS IT REQUIRED TO BRING SUCH AN ACTION.

SECTION 12. Assessment Timeline. The basic expected timeline for the collection of Assessments and the anticipated procedures for pursuing the collection of delinquent Assessments is set forth in Exhibit C which is intended to illustrate the general procedures expected to be followed in enforcing the payment of delinquent Assessments.

SECTION 13. No Personal Liability. No covenant, stipulation, obligation or agreement of the Issuer, Administrator or Dissemination Agent contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future council

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members, officer, agent or employee of the Issuer, Administrator or Dissemination Agent in other than that person's official capacity.

SECTION 14. Severability. In case any section or provision of this Disclosure Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder or any application thereof, is for any reasons held to be illegal or invalid, such illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder (except to the extent that such remainder or section or provision or other covenant, stipulation, obligation, agreement, act or action, or part thereof is wholly dependent for its operation on the provision determined to be invalid), which shall be construed and enforced as if such illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any application thereof affect any legal and valid application thereof, and each such section, provision, covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law.

SECTION 15. Sovereign Immunity. The Dissemination Agent agrees that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer’s sovereign or governmental immunities regarding liability or suit.

SECTION 16. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Administrator, the Dissemination Agent, the Participating Underwriter, and the Owners and the beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Nothing in this Disclosure Agreement is intended or shall act to disclaim, waive or otherwise limit the duties of the Issuer under federal and state securities laws.

SECTION 17. Dissemination Agent Compensation. The fees and expenses incurred by the Dissemination Agent for its services rendered in accordance with this Disclosure Agreement constitute Administrative Expenses and will be included in the Annual Installments as provided in the annual updates to the Service and Assessment Plan. The Dissemination Agent has entered into a separate agreement with the Issuer, which agreement provides for the payment of the fees and expenses of the Dissemination Agent for its services rendered in accordance with this Disclosure Agreement.

SECTION 18. Administrator Compensation. The fees and expenses incurred by the Administrator for its services rendered in accordance with this Disclosure Agreement constitute Administrative Expenses and will be included in the Annual Installments as provided in the annual updates to the Service and Assessment Plan. The Administrator has entered into a separate agreement with the Issuer, which agreement governs the administration of the District, including the payment of the fees and expenses of the Administrator for its services rendered in accordance with this Disclosure Agreement.

SECTION 19. Anti-Boycott Verification. The Dissemination Agent hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Disclosure Agreement is a contract for goods or services, will not boycott Israel during the term of this Disclosure Agreement. The foregoing verification is made solely to comply with Section 2270.002, Texas Government Code, and to the extent such Section does not

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contravene applicable Federal law. As used in the foregoing verification, “boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. The Dissemination Agent understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Dissemination Agent and exists to make a profit.

SECTION 20. Iran, Sudan and Foreign Terrorist Organizations. The Dissemination Agent represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s internet website:

https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf.

The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the Dissemination Agent and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Dissemination Agent understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the Dissemination Agent and exists to make a profit.

SECTION 21. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Texas.

SECTION 22. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

[Signature pages follow]

155

SIGNATURE PAGE OF CONTINUING DISCLOSURE AGREEMENT OF ISSUER 4145-5098-5242.2

CITY OF PRINCETON, TEXAS By: City Manager

156


HTS CONTINUING DISCLOSURE SERVICES, A DIVISION OF HILLTOP SECURITIES INC. (as Dissemination Agent) By: Authorized Officer

157


30 THREE SIXTY PUBLIC FINANCE, INC. (as Administrator) By: Authorized Officer

158

A-1 4145-5098-5242.2

EXHIBIT A

NOTICE TO MSRB OF FAILURE TO FILE ANNUAL ISSUER REPORT

Name of Issuer: City of Princeton, Texas Name of Bond Issue: Special Assessment Revenue Bonds, Series 2020

(Arcadia Farms Public Improvement District Phases 3 and 4 Project) (the “Bonds”)

CUSIP Nos. [insert CUSIP NOs.] Date of Delivery: ______________, 20__

NOTICE IS HEREBY GIVEN that the City of Princeton, Texas (the “Issuer”), has not provided [an Annual Issuer Report][annual audited financial statements] with respect to the Bonds as required by the Continuing Disclosure Agreement of Issuer dated July 1, 2020 , between the Issuer, 30 Three Sixty Public Finance, Inc., as “Administrator” and HTS Continuing Disclosure Services, a division of Hilltop Securities Inc., as “Dissemination Agent.” The Issuer anticipates that [the Annual Issuer Report][annual audited financial statements] will be filed by ________________.

Dated: _________________

HTS Continuing Disclosure Services, a division of Hilltop Securities Inc., on behalf of the City of Princeton, Texas (as Dissemination Agent) By: Title:

cc: City of Princeton, Texas

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B-1 4145-5098-5242.2

EXHIBIT B



ANNUAL ISSUER REPORT*

Delivery Date: __________, 20__ CUSIP NOSs: [insert CUSIP NOs.]

BONDS OUTSTANDING

CUSIP Number

Maturity Date

Interest Rate

Original Principal Amount

Outstanding Principal Amount

Outstanding Interest Amount

INVESTMENTS

Fund/ Account Name

Investment Description Par Value Book Value Market Value

_________________________ *Excluding Audited Financial Statements of the Issuer

ITEMS REQUIRED BY SECTIONS 4(a)(ii) – (vi) [Insert a line item]

SECTION 4(a)(vii) COLLECTION AND DELINQUENCY HISTORY OF THE ASSESSMENTS WITHIN PHASES 3 AND 4 FOR THE PAST FIVE FISCAL YEARS, IN THE FOLLOWING FORMAT:

Collection and Delinquent History of Assessments

Collected in Fiscal Year Ending 9/30

Assessment

Billed

Parcels Levied






2020 $ — — $ (1) Collected as of _________ __, 20__. Includes $___________ attributable to Prepayments.

160

B-2 4145-5098-5242.2

ITEMS REQUIRED BY SECTIONS 4(a)(viii) – (xi) OF THE CONTINUING DISCLOSURE AGREEMENT OF ISSUER RELATING TO THE CITY OF PRINCETON, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020, (ARCADIA FARMS PUBLIC IMPROVEMENT DISTRICT PHASES 3 AND 4 PROJECT) [Insert a line item for each applicable listing]

161

C-1 4145-5098-5242.2

EXHIBIT C

BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS AND PURSUIT OF DELINQUENCIES1

Date Delinquency Clock (Days)

Activity

January 31 Annual Installments of Assessments are due.

February 1 1 Annual Installments of Assessments Delinquent if not received.

February 15 15 Issuer forwards payment to Trustee for all collections received as of February 15, along with detailed breakdown. Subsequent payments and relevant details will follow monthly thereafter.

Issuer and/or Administrator should be aware of actual and specific delinquencies.

Issuer and/or Administrator should be aware if Reserve Fund needs to be utilized for debt service payments on March 1. If there is to be a shortfall, the Trustee and Dissemination Agent should be immediately notified in writing. Issuer and/or Administrator should also be aware if, based on collections, there will be a shortfall for September payment.

Issuer and/or Administrator should determine if previously collected surplus funds, if any, plus actual collections will be fully adequate for debt service in March and September.

At this point, if total delinquencies are under 5% and if there is adequate funding for March and September payments, no further action is anticipated for collection of Annual Installments of Assessments except that the Issuer or Administrator, working with the City Attorney or an appropriate designee, will begin process to cure deficiency. For properties delinquent by more than one year or if the delinquency exceeds $10,000 the matter will be referred for commencement of foreclosure. If there are over 5% delinquencies or if there is inadequate funding in the Pledged Revenue

1 Illustrates anticipated dates and procedures for pursuing the collection of delinquent Annual Installments of Assessments, which dates and procedures are subject to adjustment by the Issuer.

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C-2 4145-5098-5242.2

Fund for transfer to the Principal and Interest Account of such amounts as shall be required for the full March and September payments, the collection-foreclosure procedure will proceed against all delinquent properties.

March 15 43/44 Trustee pays bond interest payments to bondholders.

Reserve Fund payment to Bond Fund may be required if Assessments are below approximately 50% collection rate.

Issuer, or the Trustee, on behalf of the Issuer, to notify Dissemination Agent of the occurrence of draw on the Reserve Fund and, following receipt of such notice, Dissemination Agent to notify MSRB of such draw on the Fund for debt service.

Use of Reserve Fund for debt service payment should trigger commencement of foreclosure on delinquent properties. Issuer determines whether or not any Annual Installments of Assessments are delinquent and, if such delinquencies exist, the Issuer commences as soon as practicable appropriate and legally permissible actions to obtain such delinquent Annual Installments of Assessments.

March 20 48/49 Issuer and/or Administrator to notify Dissemination Agent for disclosure to MSRB of all delinquencies. If any property owner with ownership of property responsible for more than $10,000 of the Annual Installments of Assessments is delinquent or if a total of delinquencies is over 5%, or if it is expected that Reserve Fund moneys will need to be utilized for either the March or September bond payments, the Disclosure Representative shall work with City Attorney's office, or the appropriate designee, to satisfy payment of all delinquent Annual Installments of Assessments.

April 15 74/75 Preliminary Foreclosure activity commences, and Issuer to notify Dissemination Agent of the commencement of preliminary foreclosure activity. If Dissemination Agent has not received

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C-3 4145-5098-5242.2

Foreclosure Schedule and Plan of Collections, Dissemination Agent to request same from the Issuer.

May 1 90/91 If the Issuer has not provided the Dissemination Agent with Foreclosure Schedule and Plan of Collections, and if instructed by the bondholders under Section 11.2 of the Indenture, Dissemination Agent requests that the Issuer commence foreclosure or provide plan for collection.

May 15 104/105 The designated lawyers or law firm will be preparing the formal foreclosure documents and will provide periodic updates to the Dissemination Agent for dissemination to those bondholders who have requested to be notified of collections progress. The goal for the foreclosure actions is a filing by no later than June 1 (day 121/122).

June 1 121/122 Foreclosure action to be filed with the court. June 15 135/136 Issuer notifies Trustee and Dissemination Agent

of Foreclosure filing status in writing. Dissemination Agent notifies bondholders.

July 1 151/152 If bondholders and Dissemination Agent have not been notified of a foreclosure action, Dissemination Agent will notify the Issuer that it is appropriate to file action.

A committee of not less than twenty-five (25%) of the Owners may request a meeting with the City Manager, Assistant City Manager or the Finance Director to discuss the Issuer’s actions in pursuing the repayment of any delinquencies. This would also occur after day 30 if it is apparent that a Reserve Fund draw is required. Further, if delinquencies exceed five percent (5%) Owners may also request a meeting with the Issuer at any time to discuss the Issuer’s plan and progress on collection and foreclosure activity. If the Issuer is not diligently proceeding with the foreclosure process, the Owners may seek an action for mandamus or specific performance to direct the Issuer to pursue the collections of delinquent Annual Installments of Assessments.

164

CERTIFICATE FOR ORDINANCE

THE STATE OF TEXAS § COLLIN COUNTY § CITY OF PRINCETON §

We, the undersigned officers of the City of Princeton (the "City"), hereby certify as follows:

1. The Council convened in a regular meeting on June 22, 2020, at the regular designated meeting place, and the roll was called of the duly constituted officers and members of said Council, to wit:

John-Mark Caldwell, Mayor Steve Deffibaugh, Mayor Pro Tem David Kleiber, Councilmember Nikki Krum, Councilmember Mike Robertson, Councilmember Richard Sheehan, Councilmember and all of said persons were present, except , thus constituting a quorum. Whereupon, among other business the following was transacted at said meeting: a written Ordinance entitled

AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF PRINCETON, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (WINCHESTER PUBLIC IMPROVEMENT DISTRICT PHASE 1 AND 2 PROJECT)"; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE

was duly introduced for the consideration of said Council. It was then duly moved and seconded that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage of said Ordinance, prevailed and carried, with all members of said Council shown present above voting "Aye," except as noted below:

NAYS: ABSTENTIONS:

2. A true, full, and correct copy of the aforesaid Ordinance passed at the meeting described in the above and foregoing paragraph is attached to and follows this Certificate; said Ordinance has been duly recorded in said Council's minutes of said meeting; the above and foregoing paragraph is a true, full, and correct excerpt from said Council's minutes of said meeting pertaining to the passage of said Ordinance; the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said Council as indicated therein; that each of the officers and members of said Council was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the aforesaid meeting, and that said Ordinance would be introduced 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 the Texas Government Code, Chapter 551.

165

Certificate for Ordinance Authorizing the Issuance of City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020

(Winchester Public Improvement District Phase 1 and 2 Project)

3. The City Council has approved and hereby approves the Ordinance; and the Mayor and City Secretary hereby declare that their signing of this certificate shall constitute the signing of the attached and following copy of said Ordinance for all purposes.

SIGNED AND SEALED ON JUNE 22, 2020.

Tabatha Monk City Secretary

John-Mark Caldwell Mayor

(CITY SEAL)

166

ORDINANCE NO. 2020-[____________]

AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE "CITY OF PRINCETON, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (WINCHESTER PUBLIC IMPROVEMENT DISTRICT PHASE 1 AND 2 PROJECT)"; APPROVING AND AUTHORIZING AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE

WHEREAS, the City of Princeton, Texas (the "City"), pursuant to and in accordance with the terms, provisions and requirements of the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, has previously established the "Winchester Public Improvement District" (the "District"); and

WHEREAS, pursuant to the PID Act, the City Council of the City (the "Council") adopted Ordinance No. 2020-10-15-01 on October 15, 2020 levying special assessments against property within Phase 1 of the District and adopted Ordinance No. 2020-[_] on June 8, 2020 levying special assessments against property within Phase 2 of the District (both such ordinances are collectively referred to herein as the "Assessment Ordinance"); and

WHEREAS, in the Assessment Ordinance, the Council approved and accepted the Service and Assessment Plan, as Amended and Restated (the "Service and Assessment Plan") relating to the District and levied the Assessments (as defined in the Service and Assessment Plan, the "Assessments") against the Assessment Roll (as defined and described in the Service and Assessment Plan, the "Assessment Roll"). Capitalized terms used in this preamble and not otherwise defined shall have the meaning assigned thereto in the Service and Assessment Plan; and

WHEREAS, the Council has found and determined that it is in the best interests of the City to issue its bonds to be designated "City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Winchester Public Improvement District Phase 1 and 2 Project)" (the "Bonds"), such Bonds to be payable from and secured by the Pledged Revenues, as defined in the Indenture (defined below); and

WHEREAS, the City is authorized by the PID Act to issue the Bonds for the purpose of (i) paying or reimbursing for all or a portion of the costs of the Phase 1 and 2 Authorized Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District, and (iv) paying the costs of issuance of the Bonds; and

WHEREAS, the Council has found and determined to approve (i) the issuance of the Bonds to reimburse for Phase 1 and 2 Authorized Improvements constructed in the District, (ii) the form, terms and provisions of an indenture of trust securing the Bonds authorized hereby, (iii) the form, terms and provisions of a Bond Purchase Agreement (defined below) between the City and the underwriter of the Bonds, (iv) a Limited Offering Memorandum (defined below) and (v) a Continuing Disclosure Agreement (defined below); and

WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended;

NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PRINCETON, TEXAS, THAT:

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Section 1. Findings. The findings and determinations set forth in the preamble hereof are hereby incorporated by reference for all purposes as if set forth in full herein.

Section 2. Approval of Issuance of Bonds and Indenture of Trust.

(a) The issuance of the Bonds in the principal amount of $[] for the purpose of (i) paying or reimbursing for all or a portion of the Phase 1 and 2 Authorized Improvements, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District, and (iv) paying the costs of issuance of the Bonds, is hereby authorized and approved.

(b) The Bonds shall be issued and secured under that certain Indenture of Trust (the "Indenture"), dated as of July 1, 2020, between the City and Regions Bank, as trustee (the "Trustee"), with such changes as may be necessary or desirable to carry out the intent of this Ordinance and as approved by the Mayor or Mayor Pro Tem of the City, such approval to be evidenced by the execution and delivery of the Indenture, which Indenture is hereby approved in substantially final form attached hereto as Exhibit A and incorporated herein as a part hereof for all purposes. The Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute the Indenture and the City Secretary is hereby authorized and directed to attest such signature of the Mayor or Mayor Pro Tem.

(c) The Bonds shall be dated, shall mature on the date or dates and in the principal amount or amounts, shall bear interest, shall be subject to redemption and shall have such other terms and provisions as set forth in the Indenture. The Bonds shall be in substantially the form set forth in the Indenture, with such insertions, omissions and modifications as may be required to conform the form of Bond to the actual terms of the Bonds. The Bonds shall be payable from and secured by the Pledged Revenues and other assets of the Trust Estate (as defined in the Indenture) pledged to the Bonds, and shall never be payable from ad valorem taxes or any other funds or revenues of the City.

Section 3. Sale of Bonds; Approval of Bond Purchase Agreement. The Bonds shall be sold to FMSbonds, Inc. (the "Underwriter") at the price and on the terms and provisions set forth in that certain Bond Purchase Agreement (the "Bond Purchase Agreement"), dated the date hereof, between the City and the Underwriter, attached hereto as Exhibit B and incorporated herein as a part hereof for all purposes, which terms of sale are declared to be in the best interest of the City. The form, terms and provisions of the Bond Purchase Agreement are hereby authorized and approved and the Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute and deliver the Bond Purchase Agreement. The Mayor's or Mayor Pro Tem's signature on the Bond Purchase Agreement may be attested by the City Secretary.

Section 4. Limited Offering Memorandum. The form and substance of the final Limited Offering Memorandum for the Bonds and any addenda, supplement or amendment thereto (the "Limited Offering Memorandum") presented to and considered at the meeting at which this Ordinance is considered are hereby in all respects approved and adopted. The Limited Offering Memorandum, with such appropriate variations as shall be approved by the Mayor or Mayor Pro Tem of the City and the Underwriter, may be used by the Underwriter in the offering and sale of the Bonds. The City Secretary is hereby authorized and directed to include and maintain a copy of the Preliminary Limited Offering Memorandum and Limited Offering Memorandum and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. The Preliminary Limited Offering Memorandum is deemed final, within the meaning of Rule 15c2-12 issued by the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as of its date, except for the omission of information specified in Section (b)(1) of Rule 15c2-12, as permitted by Section (b)(1) of Rule 15c2-12. The City hereby approves the distribution of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum in

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the reoffering of the Bonds by the Underwriter, and the use and distribution of the Preliminary Limited Offering Memorandum in the offering of the Bonds is hereby ratified, approved and confirmed. Notwithstanding the approval and delivery of such Preliminary Limited Offering Memorandum and Limited Offering Memorandum by the Council, the Council is not responsible for and proclaims no specific knowledge of the information contained in the Preliminary Limited Offering Memorandum and Limited Offering Memorandum pertaining to the Developer or its financial ability, any builders, any landowners, or the appraisal of the property in the District.

Section 5. Continuing Disclosure Agreement. The Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") between the City and HTS Continuing Disclosure Services, a Division of Hilltop Securities Inc. is hereby authorized and approved in substantially final form attached hereto as Exhibit C and incorporated herein as a part hereof for all purposes and the Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute and deliver such Continuing Disclosure Agreement with such changes as may be required to carry out the purpose of this Ordinance and approved by the Mayor or Mayor Pro Tem, such approval to be evidenced by the execution thereof.

Section 6. Additional Actions. The Mayor, the Mayor Pro Tem, the City Manager and the City Secretary are hereby authorized and directed to take any and all actions on behalf of the City necessary or desirable to carry out the intent and purposes of this Ordinance and to issue the Bonds in accordance with the terms of this Ordinance. The Mayor, the Mayor Pro Tem, the City Manager and the City Secretary are hereby authorized and directed to execute and deliver any and all certificates, agreements, notices, instruction letters, requisitions, and other documents which may be necessary or advisable in connection with the sale, issuance and delivery of the Bonds and the carrying out of the purposes and intent of this Ordinance.

Section 7. Severability. If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance.

Section 8. Effective Date. This Ordinance is passed on one reading as authorized by Texas Government Code, Section 1201.028, and shall be effective immediately upon its passage and adoption.

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A-1

EXHIBIT A

INDENTURE OF TRUST

See attached

170

INDENTURE OF TRUST

By and Between


and

REGIONS BANK as Trustee

DATED AS OF JULY 1, 2020

SECURING

$[4,905,000]

CITY OF PRINCETON, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020

(WINCHESTER PUBLIC IMPROVEMENT DISTRICT PHASE 1 AND 2 PROJECT)

171

TABLE OF CONTENTS

Page ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION ...................................... 3

Section 1.1. Definitions........................................................................................................... 3 Section 1.2. Findings............................................................................................................. 11 Section 1.3. Table of Contents, Titles and Headings. ........................................................... 11 Section 1.4. Interpretation. .................................................................................................... 12

ARTICLE II THE BONDS ......................................................................................................... 12

Section 2.1. Security for the Bonds. ..................................................................................... 12 Section 2.2. Limited Obligations. ......................................................................................... 13 Section 2.3. Authorization for Indenture. ............................................................................. 13 Section 2.4. Contract with Owners and Trustee. .................................................................. 13

ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS ................................................................................................................................ 13

Section 3.1. Authorization. ................................................................................................... 13 Section 3.2. Date, Denomination, Maturities, Numbers and Interest. .................................. 14 Section 3.3. Conditions Precedent to Delivery of Bonds...................................................... 14 Section 3.4. Medium, Method and Place of Payment. .......................................................... 15 Section 3.5. Execution and Registration of Bonds. .............................................................. 15 Section 3.6. Ownership. ........................................................................................................ 16 Section 3.7. Registration, Transfer and Exchange. ............................................................... 16 Section 3.8. Cancellation. ..................................................................................................... 17 Section 3.9. Temporary Bonds.............................................................................................. 18 Section 3.10. Replacement Bonds. ......................................................................................... 18 Section 3.11. Book-Entry Only System. ................................................................................. 19 Section 3.12. Successor Securities Depository: Transfer Outside Book-Entry-Only System.20 Section 3.13. Payments to Cede & Co. ................................................................................... 20

ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY ........................................ 20

Section 4.1. Limitation on Redemption ................................................................................ 20 Section 4.2. Mandatory Sinking Fund Redemption .............................................................. 20 Section 4.3. Optional Redemption ........................................................................................ 21 Section 4.4. Extraordinary Optional Redemption ................................................................. 22 Section 4.5. Partial Redemption............................................................................................ 22 Section 4.6. Notice of Redemption to Owners. .................................................................... 23 Section 4.7. Payment Upon Redemption .............................................................................. 23 Section 4.8. Effect of Redemption ........................................................................................ 23

ARTICLE V FORM OF THE BONDS ..................................................................................... 24

Section 5.1. Form Generally ................................................................................................. 24 Section 5.2. Form of the Bonds. ........................................................................................... 24 Section 5.3. CUSIP Registration ........................................................................................... 31

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Section 5.4. Legal Opinion. .................................................................................................. 31

ARTICLE VI FUNDS AND ACCOUNTS ................................................................................ 31

Section 6.1. Establishment of Funds and Accounts .............................................................. 31 Section 6.2. Initial Deposits to Funds and Accounts ............................................................ 32 Section 6.3. Pledged Revenue Fund ..................................................................................... 33 Section 6.4. Bond Fund ......................................................................................................... 34 Section 6.5. Project Fund ...................................................................................................... 34 Section 6.6. Redemption Fund .............................................................................................. 35 Section 6.7. Reserve Fund .................................................................................................... 36 Section 6.8. Rebate Fund: Rebatable Arbitrage .................................................................... 38 Section 6.9. Administrative Fund. ........................................................................................ 38 Section 6.10. Investment of Funds .......................................................................................... 38 Section 6.11. Security of Funds .............................................................................................. 42

ARTICLE VII COVENANTS .................................................................................................... 40

Section 7.1. Confirmation of Assessments. .......................................................................... 40 Section 7.2. Collection and Enforcement of Assessments. ................................................... 40 Section 7.3. Against Encumbrances...................................................................................... 41 Section 7.4. Records, Accounts, Accounting Reports. ......................................................... 41 Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds. ............................ 41

ARTICLE VIII LIABILITY OF CITY........................................................................................ 44

Section 8.1. Liability of City................................................................................................. 44

ARTICLE IX THE TRUSTEE .................................................................................................. 45

Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent. ......................... 45 Section 9.2. Trustee Entitled to Indemnity. .......................................................................... 45 Section 9.3. Responsibilities of the Trustee. ......................................................................... 46 Section 9.4. Property Held in Trust. ..................................................................................... 47 Section 9.5. Trustee Protected in Relying on Certain Documents. ....................................... 47 Section 9.6. Compensation. .................................................................................................. 47 Section 9.7. Permitted Acts. .................................................................................................. 48 Section 9.8. Resignation of Trustee. ..................................................................................... 48 Section 9.9. Removal of Trustee. .......................................................................................... 48 Section 9.10. Successor Trustee.............................................................................................. 48 Section 9.11. Transfer of Rights and Property to Successor Trustee...................................... 49 Section 9.12. Merger, Conversion or Consolidation of Trustee. ............................................ 50 Section 9.13. Trustee To File Continuation Statements. ........................................................ 50 Section 9.14. Accounts, Periodic Reports and Certificates. ................................................... 50 Section 9.15. Construction of Indenture. ................................................................................ 50

ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE ...................... 51

Section 10.1. Amendments Permitted. .................................................................................... 51 Section 10.2. Owners' Meetings. ............................................................................................ 51 Section 10.3. Procedure for Amendment with Written Consent of Owners. .......................... 52 Section 10.4. Procedure for Amendment Not Requiring Owner Consent. ............................. 52

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Section 10.5. Effect of Supplemental Indenture. .................................................................... 53 Section 10.6. Endorsement or Replacement of Bonds Issued After Amendments. ................ 53 Section 10.7. Amendatory Endorsement of Bonds. ............................................................... 53 Section 10.8. Waiver of Default. ............................................................................................ 53 Section 10.9. Execution of Supplemental Indenture. .............................................................. 53

ARTICLE XI DEFAULT AND REMEDIES............................................................................ 54

Section 11.1. Events of Default. ............................................................................................. 54 Section 11.2. Immediate Remedies for Default. ..................................................................... 54 Section 11.3. Restriction on Owner's Action. ......................................................................... 55 Section 11.4. Application of Revenues and Other Moneys After Default. ............................. 56 Section 11.5. Effect of Waiver. ............................................................................................... 57 Section 11.6. Evidence of Ownership of Bonds. .................................................................... 57 Section 11.7. No Acceleration. ............................................................................................... 57 Section 11.8. Mailing of Notice. ............................................................................................. 58 Section 11.9. Exclusion of Bonds. .......................................................................................... 58

ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS ................................ 58

Section 12.1. Representations as to Pledged Revenues. ......................................................... 58 Section 12.2. General. ............................................................................................................. 58

ARTICLE XIII SPECIAL COVENANTS .................................................................................. 59

Section 13.1. Further Assurances; Due Performance. ............................................................ 59 Section 13.2. Other Obligations or Other Liens; Refunding Bonds ....................................... 59 Section 13.3. Books of Record. .............................................................................................. 60

ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THE INDENTURE ................................................................................................................. 60

Section 14.1. Trust Irrevocable. .............................................................................................. 60 Section 14.2. Satisfaction of Indenture. .................................................................................. 60 Section 14.3. Bonds Deemed Paid. ......................................................................................... 60

ARTICLE XV MISCELLANEOUS........................................................................................... 61

Section 15.1. Benefits of Indenture Limited to Parties. .......................................................... 61 Section 15.2. Successor is Deemed Included in All References to Predecessor. ................... 61 Section 15.3. Execution of Documents and Proof of Ownership by Owners. ........................ 62 Section 15.4. No Waiver of Personal Liability. ...................................................................... 62 Section 15.5. Notices to and Demands on City and Trustee. .................................................. 62 Section 15.6. Partial Invalidity................................................................................................ 63 Section 15.7. Applicable Laws. .............................................................................................. 63 Section 15.8. Payment on Business Day. ................................................................................ 63 Section 15.9. Counterparts. ..................................................................................................... 64 Section 15.10 No Boycott of Israel; No Terrorist Organization…………………………….. 64

EXHIBIT A CERTIFICATE FOR PAYMENT

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INDENTURE OF TRUST

THIS INDENTURE, dated as of July 1, 2020, is by and between the CITY OF PRINCETON, TEXAS (the "City"), and Regions Bank, as trustee (together with any successors, the "Trustee"). Capitalized terms used in the preambles, recitals and granting clauses and not otherwise defined shall have the meanings assigned thereto in Article I. WHEREAS, a petition was submitted and filed with the City Secretary of the City (the "City Secretary") pursuant to the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "Act" or "PID Act"), requesting the creation of a public improvement district located within the corporate limits of the City to be known as Winchester Public Improvement District (the "District" or "PID"); and WHEREAS, the petition contained the signatures of the owners of taxable real property representing more than fifty percent of the appraised value of taxable real property liable for assessment within the District, as determined by the then current ad valorem tax rolls of the Collin Central Appraisal District, and the signatures of record property owners who own taxable real property that constitutes more than fifty percent of the area of all taxable property that is liable for assessment by the District; and WHEREAS, on January 14, 2019, after due notice, the City Council of the City (the "City Council") held the public hearing in the manner required by law on the advisability of the improvement projects and services described in the petition as required by Section 372.009 of the PID Act and on January 14, 2019, the City Council made the findings required by Section 372.009(b) of the PID Act and, by Resolution 2019-01-14-R-01, adopted by a majority of the members of the City Council, authorized the District in accordance with its finding as to the advisability of the improvement projects and services; and WHEREAS, following the adoption of Resolution 2019-01-14-R-01, the City published notice of its authorization of the District in a newspaper of general circulation in the City; and WHEREAS, no written protests of the District from any owners of record of property within the District were filed with the City Secretary within 20 days after the date of publication of such notice; and WHEREAS, on October 15, 2019, the City Council held a public hearing to consider an ordinance levying assessments on property located within Phase 1 of the District and to consider the proposed Phase 1 assessment roll and the Phase 1 service and assessment plan and the levy of assessments on property in Phase 1 of the District; and WHEREAS, on October 15, 2019, the City Council approved and accepted the Phase 1 service and assessment plan in conformity with the requirements of the PID Act and adopted Ordinance No. 2019-10-15-01 that levied the Phase 1 Assessments and approved the assessment roll for Phase 1; and

WHEREAS, on June 8, 2020, the City Council held a public hearing to consider an ordinance levying assessments on property located within Phase 2 of the District and to consider

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the proposed Phase 2 assessment roll and the Phase 2 service and assessment plan and the levy of assessments on property in Phase 2 of the District; and WHEREAS, on June 8, 2020, the City Council approved and accepted the amended and restated service and assessment plan (the “Service and Assessment Plan”) in conformity with the requirements of the PID Act and adopted Ordinance No. 2020-[] that levied the Phase 2 Assessments and approved the assessment roll for Phase 2; and WHEREAS, the City Council is authorized by the PID Act to issue revenue bonds payable from the Assessments for the purpose of (i) paying the Costs, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District and (iv) paying the costs of issuance of the Bonds; and WHEREAS, the City Council now desires to issue its revenue bonds, in accordance with the PID Act, such bonds to be entitled "City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Winchester Public Improvement District Phase 1 and 2 Project)" (the "Bonds"), such Bonds being payable solely from the Assessments and other funds pledged under this Indenture to the payment of the Bonds and for the purposes set forth in this preamble; and WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms set forth in this Indenture; NOW, THEREFORE, the City, in consideration of the foregoing premises and acceptance by the Trustee of the trusts herein created, of the purchase and acceptance of the Bonds by the Owners thereof, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN, and DELIVER to the Trustee for the benefit of the Owners, a security interest in all of the moneys, rights and properties described in the Granting Clauses hereof, as follows (collectively, the "Trust Estate"):

FIRST GRANTING CLAUSE

The Pledged Revenues, as herein defined, including all moneys and investments held in the Pledged Funds, including any contract or any evidence of indebtedness related thereto or other rights of the City to receive any of such moneys or investments, whether now existing or hereafter coming into existence, and whether now or hereafter acquired; and

SECOND GRANTING CLAUSE

Any and all other property or money of every name and nature which is, from time to time hereafter by delivery or by writing of any kind, conveyed, pledged, assigned or transferred, to the Trustee as additional security hereunder by the City or by anyone on its behalf or with its written consent, and the Trustee is hereby authorized to receive any and all such property or money at any and all times and to hold and apply the same subject to the terms thereof; and

THIRD GRANTING CLAUSE

Any and all proceeds of the foregoing property and proceeds from the investment of the foregoing property;

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TO HAVE AND TO HOLD the Trust Estate, whether now owned or hereafter acquired, unto the Trustee and its successors or assigns; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit of all present and future Owners of the Bonds from time to time issued under and secured by this Indenture, and for enforcement of the payment of the Bonds in accordance with their terms, and for the performance of and compliance with the obligations, covenants, and conditions of this Indenture; PROVIDED, HOWEVER, if the City or its assigns shall well and truly pay, or cause to be paid, the principal or Redemption Price of and the interest on the Bonds at the times and in the manner stated in the Bonds, according to the true intent and meaning thereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture is to be and remain in full force and effect;

IN ADDITION, the Bonds are special obligations of the City payable solely from the Pledged Revenues, as and to the extent provided in this Indenture. The Bonds do not give rise to a charge against the general credit or taxing powers of the City and are not payable except as provided in this Indenture. Notwithstanding anything to the contrary herein, the Owners of the Bonds shall never have the right to demand payment thereof out of any funds of the City other than the Pledged Revenues. The City shall have no legal or moral obligation to pay for the Bonds out of any funds of the City other than the Pledged Revenues. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated, and delivered and the Trust Estate hereby created, assigned, and pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners from time to time of the Bonds as follows:

ARTICLE I

DEFINITIONS, FINDINGS AND INTERPRETATION Section 1.1. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Indenture, the following terms shall have the meanings specified below: "Account", in the singular, means any of the accounts established pursuant to Section 6.1 of this Indenture, and "Accounts", in the plural, means, collectively, all of the accounts established pursuant to Section 6.1 of this Indenture. “Additional Interest” means the 0.50% additional interest charged on Assessments pursuant to Section 372.018 of the PID Act.

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“Additional Obligations” means any bonds or other obligations, including specifically, any installment contracts, reimbursement agreements, temporary notes or time warrants and proposed future Improvement Area Bonds, if issued, as described in Section 13.2. "Administrative Expenses" mean the actual or reasonably estimated costs permitted in accordance with the PID Act related to the expense of collection of Assessments and/or Annual Installments, including, but not limited to, the following: the costs of collecting the Assessments and/or Annual Installments (whether by the County, City or otherwise); the costs of remitting the Assessments and/or Annual Installments to the City, Trustee or other applicable financial institution, the costs of the County, City, Administrator, Trustee and/or other applicable financial institution, including legal counsel and all associated fees and related expenses, in the discharge of the duties required of it under the Indenture or other applicable agreement; and the costs of the City or designee in complying with the disclosure requirements of the PID Act and/or other applicable federal and State laws, including, but not limited to, public inquiries regarding the Assessments and/or Annual Installments; computing, levying, collecting and transmitting the Assessments or the Annual Installments; maintaining the record of Assessments, including payments, reallocations and/or cancellations of the Assessments or Annual Installments thereof; investing or depositing the Assessments or other monies; complying with the PID Act, arbitrage rebate requirements and/or securities disclosure requirements. Administrative Expenses shall also include amounts incurred or advances by the City for any administrative purpose of the PID including, but not limited to, the costs of preparing the Annual Service Plan Update, including the updated Assessment Roll, computing Assessment payoff amounts, recording of any notices related to the payoff, discharge or satisfaction of any Assessment; and the reasonable fees and related expense of legal counsel to the City incurred in connection with all of the foregoing.

"Administrative Fund” means the Fund established pursuant to Section 6.1 and administered pursuant to Section 6.9. "Administrator" means an employee or designee of the City who shall have the responsibilities provided in the Service and Assessment Plan, this Indenture, or any other agreement or document approved by the City related to the duties and responsibilities of the administration of the District. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of Sinking Fund Installments), and (ii) the principal amount of the Outstanding Bonds due in such Bond Year (including any Sinking Fund Installments due in such Bond Year). "Annual Installment" means the sum of the annual installment on the Assessment, including the annual installment on interest and principal, Additional Interest and Administrative Expenses.

"Annual Service Plan Update" means the annual review and update of the Service and Assessment Plan required by the PID Act and the Service and Assessment Plan. "Applicable Laws" means the PID Act, and all other laws or statutes, rules, or regulations, and any amendments thereto, of the State or of the United States of America, by which the City

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and its powers, securities, operations, and procedures are, or may be, governed or from which its powers may be derived.

"Assessed Property" means any property on which Assessments have been imposed as shown in the Assessment Roll, as the Assessment Roll is updated each year by the Annual Service Plan Update. Assessed Property includes all Parcels assessed pursuant to the Assessment Ordinance other than Non-Benefited Property.

"Assessment" means, collectively, the Phase 1 Assessments and the Phase 2 Assessments which constitute special assessments levied against a Parcel pursuant to the Assessment Ordinance and the PID Act. "Assessment Ordinance" means, collectively, Ordinance No. 2019-10-15-01 adopted by the City Council on October 15, 2019 that levied the Phase 1 Assessments and Ordinance No. 2020-[_] adopted by the City Council on June 8, 2020 that levied the Phase 2 Assessments. "Assessment Revenues" means the revenues received by the City from the collection of Assessments, including Prepayments, Annual Installments and Foreclosure Proceeds. "Assessment Roll" means, the amended and restated assessment roll included in the Service and Assessment Plan as Appendix A, as updated, modified or amended from time to time in accordance with the procedures set forth in the Service and Assessment Plan and in the PID Act. "Attorney General" means the Attorney General of the State. "Authorized Denomination" means $25,000 and any integral multiple of $5,000 in excess thereof.

"Bond" means any of the Bonds. "Bond Counsel" means McCall, Parkhurst & Horton L.L.P. or any other attorney or firm of attorneys designated by the City that are nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Date" means the date designated as the dated date of the Bonds by Section 3.2(a) of this Indenture. "Bond Fund" means the Fund established pursuant to Section 6.1 and administered pursuant to Section 6.4. "Bond Ordinance" means Ordinance No. 2020-[] adopted by the City Council on June 22, 2020 authorizing the issuance of the Bonds pursuant to this Indenture.

"Bond Pledged Revenue Account" means the Account in the Pledged Revenue Fund established pursuant to Section 6.1 of this Indenture. "Bond Year" means the one-year period beginning on September 1 in each year and ending on the day prior to September 1 in the following year.

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"Bonds" means the City's bonds authorized to be issued by Section 3.1 of this Indenture entitled "City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Winchester Public Improvement District Phase 1 and 2 Project)" and, in the event the City issues Refunding Bonds pursuant to Section 13.2 hereof, the term "Bonds" shall include such Refunding Bonds. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State observed as such by the City or the Trustee or any national holiday observed by the Trustee. "Certificate for Payment" means a certificate substantially in the form of Exhibit A hereto and executed by a Person approved by the City Representative that is delivered to the City Representative and the Trustee specifying the amount of work performed and the Costs thereof, and requesting payment for such Costs from money on deposit in the Project Fund as further described in Section 6.5 of this Indenture. "City Directive" means a certificate containing written instructions, signed by the City Representative. "City Representative" means, individually, the Mayor and City Manager (or another official or agent of the City subsequently designated in writing as a City Representative) which are authorized by the City Council to undertake the action referenced herein. "Closing Date" means the date of the initial delivery of and payment for the Bonds. "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and court decisions. "Comptroller" means the Comptroller of Public Accounts of the State. "Costs" means the Phase 1 and 2 Authorized Improvements Costs (excluding Administrative Expenses), for the Phase 1 and 2 Authorized Improvements, as such amounts are defined as “Authorized Phase 1 and 2 Improvements” as set forth in the Service and Assessment Plan.

"Costs of Issuance Account" means the Account in the Project Fund established pursuant to Section 6.1 of this Indenture. "Defeasance Securities" means Investment Securities then authorized by applicable law for the investment of funds to defease public securities.

"Delinquency and Prepayment Reserve Account" means the Account in the Reserve Fund established pursuant to Section 6.1 of this Indenture. "Delinquency and Prepayment Reserve Requirement" means an amount equal to 5.5% of the principal amount of the then Outstanding Bonds. "Delinquent Collection Costs" mean interest, penalties and expenses incurred or imposed with respect to any delinquent Annual Installments of an Assessment in accordance with

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§372.018(b) of the PID Act and the costs related to pursuing collection of a delinquent Assessment and foreclosing the lien against the Assessed Property, including attorneys' fees. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar named in this Indenture, the transfer/payment office designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the City and such successor. "Developer" means D.R. Horton – Texas, Ltd., and any successor thereto. "Developer Improvement Account" means the Account in the Project Fund established pursuant to Section 6.1 of this Indenture. “District” means the Winchester Public Improvement District created by the City of Princeton, Texas. "DTC" means The Depository Trust Company of New York, New York, or any successor securities depository. "DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. "Foreclosure Proceeds" means the proceeds, including interest and penalty interest, received by the City from the enforcement of the Assessments against any Assessed Property, whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection Costs. "Fund", in the singular, means any of the funds established pursuant to Section 6.1 of this Indenture, and "Funds", in the plural, means, collectively, all of the funds established pursuant to Section 6.1 of this Indenture.

"Improvement Account" means the Account in the Project Fund established pursuant to Section 6.1 of this Indenture for payment or reimbursement of Costs. “Improvement Area Bonds” means bonds issued to fund any future development areas or phases (or a portion thereof) in the District and which are secured solely by assessments levied against the property in the future development area benefitting from such improvements being financed, as described in Section 13.2 hereof.

"Indenture" means this Indenture of Trust as originally executed or as it may be from time to time supplemented or amended by one or more indentures supplemental hereto and entered into pursuant to the applicable provisions hereof. "Independent Financial Consultant" means any consultant or firm of such consultants appointed by the City who, or each of whom: (i) is judged by the City, as the case may be, to have experience in matters relating to the issuance and/or administration of the Bonds; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest,

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direct or indirect, with or in the City, or any owner of real property in the District, or any real property in the District; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. "Initial Bonds" means the Initial Bonds authorized by Section 5.2 of this Indenture. "Interest Payment Date" means the date or dates upon which interest on the Bonds is scheduled to be paid until their respective dates of maturity or prior redemption, such dates being on March 1 and September 1 of each year, commencing March 1, 2021. "Investment Securities" means those authorized investments described in the Public Funds Investment Act, Chapter 2256, Government Code, as amended, which investments are, at the time made, included in and authorized by the City's official investment policy as approved by the City Council from time to time. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Outstanding" means, as of any particular date when used with reference to Bonds, all Bonds authenticated and delivered under this Indenture except (i) any Bond that has been canceled by the Trustee (or has been delivered to the Trustee for cancellation) at or before such date, (ii) any Bond for which the payment of the principal or Redemption Price of and interest on such Bond shall have been made as provided in Article IV, and (iii) any Bond in lieu of or in substitution for which a new Bond shall have been authenticated and delivered pursuant to Section 3.10. "Owner" means the Person who is the registered owner of a Bond or Bonds, as shown in the Register, which shall be Cede & Co., as nominee for DTC, so long as the Bonds are in book-entry only form and held by DTC as securities depository in accordance with Section 3.11. "Parcel" or "Parcels" means a parcel or parcels within the District identified by either a tax map identification number assigned to the Parcel by the Collin County Appraisal District for real property tax purposes or by lot and block number in a final subdivision plat recorded in the real property records of Collin County. "Paying Agent/Registrar" means initially the Trustee, or any successor thereto as provided in this Indenture. "Person" or "Persons" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

"Phase 1" means the land depicted as Phase 1 (45.430 acres, 184 lots) in Appendix D of the Service and Assessment Plan and described by metes and bounds in Appendix E of the Service and Assessment Plan. “Phase 1 Assessments” means the special assessments levied on Phase 1 by Ordinance No. 2019-10-15-01.

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"Phase 2" means the land depicted as Phase 2 (47.031 acres, 191 lots) in Appendix D of the Service and Assessment Plan and described by metes and bounds in Appendix E of the Service and Assessment Plan.

“Phase 2 Assessments” means the special assessments levied on Phase 2 by Ordinance No. 2020-[]. “Phase 1 and 2 Authorized Improvements” means those public improvements described in the Service and Assessment Plan and Section 372.002 of the PID Act which are to be constructed and which are to be undertaken for the benefit of property in the District.

"Phase 1 and 2 Authorized Improvements Costs" mean the actual costs of all or any portion of the Phase 1 and 2 Authorized Improvements, as described in the Service and Assessment Plan including, but not limited to, all costs paid or incurred in connection with the issuance of the Bonds, and including all costs otherwise paid or incurred in connection with the transaction that results in the issuance of Bonds (whether such costs are characterized as interest, costs of issuance, reserve fund, or other costs of the transaction). "Pledged Funds" means, collectively, the Pledged Revenue Fund, the Bond Fund, the Project Fund (but excluding the Developer Improvement Account), the Reserve Fund, and the Redemption Fund. "Pledged Revenue Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.3. "Pledged Revenues" means, collectively, the (i) Assessment Revenues (excluding the portion of Annual Installments collected for the payment of Administrative Expenses and Delinquent Collection Costs, as set forth in the Service and Assessment Plan), (ii) the moneys held in any of the Pledged Funds and (iii) any additional revenues that the City may pledge to the payment of the Bonds. "Prepayment" means the payment of all or a portion of an Assessment before the due date thereof. Amounts received at the time of a Prepayment which represents a payment of principal, interest or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Assessment.

"Prepayment Costs" means interest, Administrative Expenses, any applicable Delinquent Collection Costs, and expenses to the date of Prepayment, plus any additional expenses related to the Prepayment, reasonably expected to be incurred by or imposed upon the City as a result of any Prepayment.

"Principal and Interest Account" means the Account in the Bond Fund established pursuant to Section 6.1 of this Indenture. "Project Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.5. "Purchaser" means the initial purchaser of the Bonds.

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"Rebatable Arbitrage" means rebatable arbitrage as defined in Section 1.148-3 of the

Treasury Regulations. "Rebate Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.8. "Record Date" means the close of business on the fifteenth calendar day (whether or not a Business Day) of the month next preceding an Interest Payment Date. "Redemption Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.6. "Redemption Price" means, when used with respect to any Bond or portion thereof, the principal amount of such Bond or such portion thereof plus the applicable premium, if any, plus accrued and unpaid interest on such Bond to the date fixed for redemption payable upon redemption thereof pursuant to this Indenture.

"Refunding Bonds" means bonds issued to refund all or any portion of the Outstanding Bonds and secured by a parity lien with the Outstanding Bonds on the Pledged Revenues, as more specifically described in the indenture authorizing such Refunding Bonds. "Register" means the register specified in Article III of this Indenture.

"Reserve Account" means the Account in the Reserve Fund established pursuant to Section 6.1 of this Indenture. "Reserve Fund" means that fund established pursuant to Section 6.1 and administered pursuant to Section 6.7. "Reserve Fund Obligations" means cash or Investment Securities. "Reserve Account Requirement" means the lesser of (i) 100% of the Maximum Annual Debt Service on the Bonds as of the date of issuance, (ii) 125% of the average annual debt service on the Bonds measured as of the date of issuance, or (iii) 10% of the principal amount of the Bonds; provided, however, that such amount shall be reduced by the amount of any transfers made pursuant to Section 6.7(d); and provided further that as a result of (A) an optional redemption pursuant to Section 4.3 or (B) an extraordinary optional redemption pursuant to Section 4.4, the Reserve Account Requirement shall be reduced by a percentage equal to the pro rata principal amount of Bonds redeemed by such redemption divided by the total principal amount of the Outstanding Bonds prior to such redemption. As of the Closing Date, the Reserve Account Requirement is $[_] which is an amount equal to 100% of the Maximum Annual Debt Service on the Bonds as of the date of issuance.

"Service and Assessment Plan" means the document, including the Assessment Roll, as amended and restated, which is attached to Ordinance No. [], as may be updated in an annual update or amended and supplemented from time to time.

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"Sinking Fund Installment" means the amount of money to redeem or pay at maturity the principal of a Stated Maturity of Bonds payable from such installments at the times and in the amounts provided in Section 4.2. "Special Record Date" has the meaning set forth in in the form of Bond included in Section 5.2 hereof. "State" means the State of Texas.

"Stated Maturity" means the date the Bonds, or any portion of the Bonds, as applicable, are scheduled to mature without regard to any redemption or Prepayment. "Supplemental Indenture" means an indenture which has been duly executed by the Trustee and a City Representative pursuant to an ordinance adopted by the City Council and which indenture amends or supplements this Indenture, but only if and to the extent that such indenture is specifically authorized hereunder.

"Treasury Regulations" shall have the meaning assigned to such term in Section 7.5(c). "Trust Estate" means the Trust Estate described in the granting clauses of this Indenture. "Trustee" means Regions Bank, an Alabama state banking corporation, with offices located in Houston, Texas and any successors, and any other corporation or association that may at any time be substituted in its place, as provided in Article IX, such entity to serve as Trustee and Paying Agent/Registrar for the Bonds.

"Value of Investment Securities" means the amortized value of any Investment Securities, provided, however, that all United States of America, United States Treasury Obligations – State and Local Government Series shall be valued at par and those obligations which are redeemable at the option of the holder shall be valued at the price at which such obligations are then redeemable. The computations shall include accrued interest on the investment securities paid as a part of the purchase price thereof and not collected. For the purposes of this definition "amortized value," when used with respect to a security purchased at par means the purchase price of such security and when used with respect to a security purchased at a premium above or discount below par, means as of any subsequent date of valuation, the value obtained by dividing the total premium or discount by the number of interest payment dates remaining to maturity on any such security after such purchase and by multiplying the amount as calculated by the number of interest payment dates having passed since the date of purchase and (i) in the case of a security purchased at a premium, by deducting the product thus obtained from the purchase price, and (ii) in the case of a security purchased at a discount, by adding the product thus obtained to the purchase price. Section 1.2. Findings. The declarations, determinations and findings declared, made and found in the preamble to this Indenture are hereby adopted, restated and made a part of the operative provisions hereof. Section 1.3. Table of Contents, Titles and Headings.

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The table of contents, titles, and headings of the Articles and Sections of this Indenture 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 Indenture or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.4. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) Words importing persons include any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or agency or political subdivision thereof. (c) Any reference to a particular Article or Section shall be to such Article or Section of this Indenture unless the context shall require otherwise. (d) This Indenture and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Indenture.

ARTICLE II

THE BONDS

Section 2.1. Security for the Bonds. (a) The Bonds, as to principal, interest and redemption premium, if any, are and shall be equally and ratably secured by and payable from a first lien on and pledge of the Trust Estate. (b) The lien on and pledge of the Pledged Revenues shall be valid and binding and fully perfected from and after the Closing Date, which is the date of the delivery of this Indenture, without physical delivery or transfer of control of the Pledged Revenues, the filing of this Indenture or any other act; all as provided in Chapter 1208 of the Texas Government Code, as amended, which applies to the issuance of the Bonds and the pledge of the Pledged Revenues granted by the City under this Indenture, and such pledge is therefore valid, effective and perfected. If State law is amended at any time while the Bonds are Outstanding such that the pledge of the Pledged Revenues granted by the City under this Indenture is to be subject to the filing requirements of Chapter 9, Texas Business and Commerce Code, as amended, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under State law to comply with the applicable provisions of Chapter 9, Texas Business and Commerce Code, as amended, and enable a filing to perfect the security interest in said pledge to occur.

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Section 2.2. Limited Obligations. The Bonds are special and limited obligations of the City, payable solely from and secured solely by the Trust Estate, including the Pledged Revenues and the Pledged Funds; and the Bonds shall never be payable out of funds raised or to be raised by taxation or from any other revenues, properties or income of the City. Section 2.3. Authorization for Indenture. The terms and provisions of this Indenture and the execution and delivery hereof by the City to the Trustee have been duly authorized by official action of the City Council. The City has ascertained and it is hereby determined and declared that the execution and delivery of this Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of this Indenture and that each and every covenant or agreement herein contained and made is necessary, useful and/or convenient in order to better secure the Bonds and is a contract or agreement necessary, useful and/or convenient to carry out and effectuate the purposes herein described. Section 2.4. Contract with Owners and Trustee. (a) The purposes of this Indenture are to establish a lien and the security for, and to prescribe the minimum standards for the authorization, issuance, execution and delivery of, the Bonds and to prescribe the rights of the Owners, and the rights and duties of the City and the Trustee. (b) In consideration of the purchase and acceptance of any or all of the Bonds by those who shall purchase and hold the same from time to time, the provisions of this Indenture shall be a part of the contract of the City with the Owner, and shall be deemed to be and shall constitute a contract among the City, the Owners, and the Trustee.

ARTICLE III

AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS

Section 3.1. Authorization. The Bonds are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State, including particularly the PID Act. The Bonds shall be issued in the aggregate principal amount of $[4,905,000] for the purpose of (i) paying or reimbursing all or a portion of the Costs, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District, and (iv) paying the costs of issuance of the Bonds.

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Section 3.2. Date, Denomination, Maturities, Numbers and Interest. (a) The Bonds shall be dated July 1, 2020 (the "Bond Date") and shall be issued in Authorized Denominations. The Bonds shall be in fully registered form, without coupons, and shall be numbered separately from R-1 upward, except the Initial Bond, which shall be numbered T-1. (b) Interest shall accrue and be paid on each Bond from the Closing Date, at the rate per annum set forth below until the principal thereof has been paid on the maturity date specified below, or on a date of earlier redemption, or otherwise provided for. Such interest shall be payable semiannually on March 1 and September 1 of each year, commencing March 1, 2021, computed on the basis of a 360-day year of twelve 30-day months. (c) The Bonds shall mature on September 1 in the years and in the principal amounts and shall bear interest at the rates set forth below:

$[] []% Term Bonds Due September 1, [], Priced to Yield []%

CUSIP 742400[]

(d) The Bonds shall be subject to mandatory sinking fund redemption, optional redemption, and extraordinary optional redemption prior to maturity as provided in Article IV, and shall otherwise have the terms, tenor, denominations, details, and specifications as set forth in the form of Bond set forth in Section 5.2. Section 3.3. Conditions Precedent to Delivery of Bonds. The Bonds shall be executed by the City and delivered to the Trustee, whereupon the Trustee shall authenticate the Bonds and, upon payment of the purchase price of the Bonds, shall deliver the Bonds upon the order of the City, but only upon delivery to the Trustee of: (a) a certified copy of the Assessment Ordinance; (b) a certified copy of the Bond Ordinance; (c) a copy of this Indenture executed by the Trustee and the City; (d) an executed City Directive directing the authentication and delivery of the Bonds, describing the Bonds to be authenticated and delivered, designating the purchasers to whom the Bonds are to be delivered, stating the purchase price of the Bonds and stating that all items required by this Section are therewith delivered to the Trustee; and (e) an executed opinion of Bond Counsel, in form and substance reasonably satisfactory to Trustee.

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Section 3.4. Medium, Method and Place of Payment. (a) Principal of and interest on the Bonds shall be paid in lawful money of the United States of America, as provided in this Section. (b) Interest on the Bonds shall be payable to the Owners thereof as shown in the Register at the close of business on the relevant Record Date or Special Record Date, as applicable. (c) Interest on the Bonds shall be paid by check, dated as of the Interest Payment Date, and sent, first class United States mail, postage prepaid, by the Paying Agent/Registrar to each Owner at the address of each as such appears in the Register or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the Owner shall bear all risk and expense of such other banking arrangement. (d) The principal of each Bond shall be paid to the Owner of such Bond on the due date thereof, whether at the maturity date or the date of prior redemption thereof, upon presentation and surrender of such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the City where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized to close, and payment on such date shall for all purposes be deemed to have been made on the due date thereof as specified in Section 3.2 of this Indenture. (f) Unclaimed payments of amounts due hereunder shall be segregated in a special account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds to which such unclaimed payments pertain. Subject to any escheat, abandoned property, or similar law of the State, any such payments remaining unclaimed by the Owners entitled thereto for three (3) 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 City to be used for any lawful purpose. Thereafter, none of the City, the Paying Agent/Registrar, or any other Person shall be liable or responsible to any holders of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds, subject to any applicable escheat law or similar law of the State. Section 3.5. Execution and Registration of Bonds. (a) The Bonds shall be executed on behalf of the City by the Mayor and City Secretary, by their manual or facsimile signatures, and the official seal of the City 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 City had been manually impressed upon each of the Bonds.

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(b) In the event that any officer of the City 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 Indenture unless and until there appears thereon the Certificate of Trustee substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Trustee. It shall not be required that the same officer or authorized signatory of the Trustee sign the Certificate of Trustee on all of the Bonds. In lieu of the executed Certificate of Trustee 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, or by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General, is a valid and binding obligation of the City, and has been registered by the Comptroller. (d) On the Closing Date, one Initial Bond representing the entire principal amount of all Bonds, payable in stated installments to the Purchaser, or its designee, executed with the manual or facsimile signatures of the Mayor and the City Secretary, approved by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to the Purchaser or its designee. Upon payment for the Initial Bond, the Trustee shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all Bonds for such maturity, registered in the name of Cede & Co., as nominee of DTC. Section 3.6. Ownership. (a) The City, the Trustee, including in its capacity as 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 as provided herein (except interest shall be paid to the Person in whose name such Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not such Bond is overdue, and none of the City, the Trustee, including in its capacity as the Paying Agent/Registrar, shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of any Bond shall be valid and effectual and shall discharge the liability of the City, the Trustee, including in its capacity as the Paying Agent/Registrar, upon such Bond to the extent of the sums paid. Section 3.7. Registration, Transfer and Exchange. (a) So long as any Bond remains outstanding, the City shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a 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 Indenture. The Paying Agent/Registrar represents and warrants that it will maintain a copy of the Register, and shall cause the Register to be current with all registration and transfer information as from time to time may be applicable.

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(b) A Bond shall be transferable only upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered in the Register. (c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in any Authorized Denomination and in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. The Trustee is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in accordance with this Section. (d) The Trustee is hereby authorized to authenticate and deliver Bonds transferred or exchanged in accordance with this Section. A new Bond or Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bond being transferred or exchanged, at the Designated Payment/Transfer Office, or sent by United States mail, first class, postage prepaid, to the Owner or his designee. Each transferred Bond delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such transferred Bond is delivered.

(e) Each exchange Bond delivered in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. (f) 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. (g) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond or portion thereof called for redemption prior to maturity within forty-five (45) days prior to the date fixed for redemption; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond. Section 3.8. Cancellation. All Bonds paid or redeemed before scheduled maturity in accordance with this Indenture, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Indenture, shall be cancelled, and proper records shall be made regarding such payment, redemption, exchange, or replacement. Whenever in this Indenture provision is made for the cancellation by the Trustee of any Bonds, the Trustee shall dispose of cancelled Bonds in accordance with its record retention policies.

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Section 3.9. Temporary Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, the proper officers of the City may execute and, upon the City's written request, the Trustee shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Indenture. (c) The City, without unreasonable delay, shall prepare, execute and deliver to the Trustee the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and the Trustee shall authenticate and deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form, in the Authorized Denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.10. Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the Trustee shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City 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 Trustee, pursuant to the applicable laws of the State 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 complies with the following requirements: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft of such Bond; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and the Trustee to save them and the City harmless;

(iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Trustee, including in its capacity as the Paying Agent/Registrar, and any tax or other governmental charge that is authorized to be imposed; and

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(iv) satisfies any other reasonable requirements imposed by the City and the Trustee. (c) After the delivery of such replacement Bond, if a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the City 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 City, the Paying Agent/Registrar or the Trustee 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. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original additional contractual obligation of the City and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.11. Book-Entry-Only System. (a) The Bonds shall initially be issued in book-entry-only form and shall be deposited with DTC, which is hereby appointed to act as the securities depository therefor, in accordance with the letter of representations from the City to DTC. On the Closing Date the definitive Bonds shall be issued in the form of a single typewritten certificate for each maturity thereof registered in the name of Cede & Co., as nominee for DTC. (b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City 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 will respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other Person, other than an Owner, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Indenture to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the Person in whose name each Bond is registered in the Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners as shown in the Register, as provided in this Indenture, and all such

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payments shall be valid and effective to fully satisfy and discharge the City'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 an Owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the City to make payments of amounts due pursuant to this Indenture. 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 Indenture with respect to interest checks or drafts being mailed to the registered owner at the close of business on the Record Date or Special Record Date, as applicable, the word "Cede & Co." in this Indenture shall refer to such new nominee of DTC. Section 3.12. Successor Securities Depository: Transfer Outside Book-Entry-Only System. In the event that the City determines that DTC is incapable of discharging its responsibilities described herein and in the letter of representations from the City to DTC, the City shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository; or (ii) notify DTC and DTC Participants of the availability through DTC of certificated Bonds and cause the Paying Agent/Registrar to transfer one or more separate registered 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 Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. Section 3.13. Payments to Cede & Co. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds shall be made and given, respectively, in the manner provided in the blanket letter of representations from the City to DTC.

ARTICLE IV

REDEMPTION OF BONDS BEFORE MATURITY

Section 4.1. Limitation on Redemption. The Bonds shall be subject to redemption before their scheduled maturity only as provided in this Article IV. Section 4.2. Mandatory Sinking Fund Redemption. (a) The Bonds maturing on September 1 in each of the years [_] and 2050 (collectively, the "Term Bonds"), are subject to mandatory sinking fund redemption prior to their respective maturities and will be redeemed by the City in part at the redemption price equal to the principal amount of the Term Bonds called for redemption, plus accrued and unpaid interest to the date fixed for redemption from moneys available for such purpose in the Principal and Interest Account of

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the Bond Fund pursuant to Article VI, on the dates and in the respective Sinking Fund Installments as set forth in the following schedule:



9/1/20[_]* $[_],000

* Stated maturity. (b) At least thirty (30) days prior to each sinking fund redemption date, the Trustee shall select a principal amount of Term Bonds (in accordance with Section 4.5) of such maturity equal to the Sinking Fund Installment amount of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption, as provided in Section 4.6. (c) The principal amount of Term Bonds required to be redeemed on any redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such maturity which, at least 45 days prior to the sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation. (d) The principal amount of Term Bonds required to be redeemed on any redemption date pursuant to subparagraph (a) of this Section 4.2 shall be reduced on a pro rata basis among Sinking Fund Installments by the principal amount of any Term Bonds which, at least 45 days prior to the sinking fund redemption date, shall have been redeemed pursuant to the optional redemption provisions in Section 4.3 hereof or the extraordinary optional redemption provisions in Section 4.4 hereof and not previously credited to a mandatory sinking fund redemption. Section 4.3. Optional Redemption. The City reserves the right and option to redeem Bonds before their scheduled maturity date, in whole or in part, on any date on or after September 1, 20[_], such redemption date or dates to be fixed by the City, at the redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued and unpaid interest to the date fixed for redemption. The City shall notify the Trustee in writing no less than forty-five (45) days before the scheduled redemption date fixed by the City in accordance with this section. Section 4.4. Extraordinary Optional Redemption. The City reserves the right and option to redeem Bonds before their respective scheduled maturity dates, in whole or in part, on any day of any month, at a redemption price equal to the principal amount of the Bonds called for redemption, plus accrued and unpaid interest to the date fixed for redemption, from amounts on deposit in the Redemption Fund as a result of Prepayments (including related transfers to the Redemption Fund as provided in Section 6.7(d)) or any other transfers to the Redemption Fund under the terms of this Indenture. The City shall notify the Trustee in writing no less than forty-five (45) days before the scheduled redemption date fixed by the City in accordance with this section.

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Section 4.5. Partial Redemption. (a) Definitions. The following defined terms apply to this Section 4.5:

“Substantial Amount Redemption” means a redemption of Bonds pursuant to

Sections 4.2, 4.3 or 4.4 of a principal amount of Bonds redeemed that is greater than or equal to ten percent (10%) of the Outstanding principal amount of the Bonds.

“Minor Amount Redemption” means a redemption pursuant to Sections 4.2, 4.3 or

4.4 of a principal amount of Bonds redeemed that is less than ten percent (10%) of the Outstanding principal amount of the Bonds.

(b) For Bonds redeemed pursuant to Section 4.2, the Sinking Fund Installments of

Term Bonds required to be redeemed on any mandatory sinking fund redemption date shall be redeemed as follows:

(i) if the Bonds to be redeemed are selected in accordance with the Substantial

Amount Redemption, the Sinking Fund Installment of Term Bonds required to be redeemed for each mandatory sinking fund redemption date shall be reduced by the principal amount called for redemption and allocated to such Bond on a pro rata basis among the scheduled Sinking Fund Installments to be mandatorily redeemed on the mandatory sinking fund redemption dates; or

(ii) if the Bonds to be redeemed are selected in accordance with the Minor Amount

Redemption, the Sinking Fund Installment of Term Bonds required to be redeemed for each mandatory sinking fund redemption date shall be reduced by the principal amount called for redemption and allocated to such Bond in the inverse order of mandatory sinking fund redemption dates.

(c) If less than all of the Bonds are called for optional redemption or less than all of the Bonds are called for extraordinary optional redemption pursuant to Sections 4.3 and 4.4 hereof, the Bonds or portion of a Bond or the Bonds or portion of a Bond, as applicable, of any one maturity to be redeemed shall be selected in the following manner:

(i) with respect to a Substantial Amount Redemption, the principal amount called for redemption shall be allocated on a pro rata basis among all Outstanding Bonds; and

(ii) with respect to a Minor Amount Redemption, the Outstanding Bonds or Bonds, as applicable, shall be redeemed in inverse order of maturity.

(d) Bonds may be redeemed in minimum principal amounts of $5,000 or any integral thereof. Each Bond shall be treated as representing the number of Bonds that is obtained by dividing the principal amount of such Bond by $5,000. (d) Upon surrender of any Bond for redemption in part, the Trustee in accordance with Section 3.7 of this Indenture, shall authenticate and deliver an exchange Bond or Bonds in an

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aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. Section 4.6. Notice of Redemption to Owners. (a) The Trustee shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond or portion thereof to be redeemed, at the address shown in the Register. (b) The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, and subject to Section 4.5, an identification of the Bonds or portions thereof to be redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if any, to such redemption have been satisfied, such Bond shall become due and payable. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. (d) The City has the right to rescind any optional redemption or extraordinary optional redemption described in Section 4.3 or 4.4 by written notice to the Trustee prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. Section 4.7. Payment Upon Redemption. (a) The Trustee shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust an amount from the Redemption Fund or otherwise received by the Trustee from the City and shall use such funds solely for the purpose of paying the Redemption Price on the Bonds being redeemed. (b) Upon presentation and surrender of any Bond called for redemption at the designated corporate trust office of the Trustee on or after the date fixed for redemption, the Trustee shall pay the Redemption Price on such Bond to the date of redemption from the moneys set aside for such purpose. Section 4.8. Effect of Redemption. Notice of redemption having been given as provided in Section 4.6 of this Indenture, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption provided that funds for the payment of the Redemption Price of such Bonds to the date fixed for redemption are on deposit with the Trustee; thereafter, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date.

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ARTICLE V

FORM OF THE BONDS Section 5.1. Form Generally. (a) The Bonds, including the Registration Certificate of the Comptroller, the Certificate of the Trustee, 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 Indenture, 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 City or by the officers executing such Bonds, as evidenced by their execution thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The 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. (d) The Initial Bond submitted to the Attorney General may be typewritten and photocopied or otherwise reproduced. Section 5.2. Form of the Bonds. (a) Form of Bond.

REGISTERED

NO. ______

United States of America State of Texas


SPECIAL ASSESSMENT REVENUE BOND, SERIES 2020 (WINCHESTER PUBLIC IMPROVEMENT DISTRICT

PHASE 1 AND 2 PROJECT)

REGISTERED $

INTEREST RATE MATURITY DATE DATE OF DELIVERY CUSIP NUMBER

______% September 1, 20__ __________ _______ ___

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY, OR ANY OTHER POLITICAL CORPORATION, SUBDIVISION OR AGENCY THEREOF, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND.

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The City of Princeton, Texas (the "City"), for value received, hereby promises to pay, solely from the Trust Estate, to or registered assigns, on the Maturity Date, as specified above, the sum of ______________________________ DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof from the later of the Date of Delivery, as specified above, or the most recent Interest Payment Date to which interest has been paid or provided for until such principal amount shall have been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on March 1 and September 1 of each year, commencing March 1, 2021. Capitalized terms appearing herein that are defined terms in the Indenture (defined below) have the meanings assigned to them in the Indenture. Reference is made to the Indenture for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in Houston, Texas (the "Designated Payment/Transfer Office"), of Regions Bank, as trustee and paying agent/registrar (the "Trustee"), or, with respect to a successor trustee and paying agent/registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the Interest Payment Date, mailed by the Trustee to the registered owner at the address shown on the registration books kept by the Trustee or by such other customary banking arrangements acceptable to the Trustee, requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the purpose of the payment of interest on this Bond, the registered owner shall be the Person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the fifteenth calendar day (whether or not a Business Day) of the month next preceding such Interest Payment Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Trustee, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Owner of a Bond appearing on the books of the Trustee at the close of business on the last Business Day preceding the date of mailing such notice. If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the City in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due.

______________________________________

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This Bond is one of a duly authorized issue of assessment revenue bonds of the City having the designation specified in its title (herein referred to as the "Bonds"), dated as of July 1, 2020 and issued in the aggregate principal amount of $[4,905,000] and issued, with the limitations described herein, pursuant to an Indenture of Trust, dated as of July 1, 2020 (the "Indenture"), by and between the City and the Trustee, to which Indenture reference is hereby made for a description of the amounts thereby pledged and assigned, the nature and extent of the lien and security, the respective rights thereunder to the holders of the Bonds, the Trustee, and the City, and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this reference to the terms of which each holder of this Bond hereby consents. All Bonds issued under the Indenture are equally and ratably secured by the amounts thereby pledged and assigned. The Bonds are being issued for the purpose of (i) paying or reimbursing for all or a portion of the Costs, (ii) funding a reserve fund for payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District, and (iv) paying the costs of issuance of the Bonds. The Bonds are limited obligations of the City payable solely from the Trust Estate. Reference is hereby made to the Indenture, copies of which are on file with and available upon request from the Trustee, for the provisions, among others, with respect to the nature and extent of the duties and obligations of the City, the Trustee and the Owners. The Owner of this Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions and provisions of the Indenture.

IN THE INDENTURE, THE CITY HAS RESERVED THE RIGHT to issue Refunding Bonds payable from and secured by a lien on and pledge of the sources described above on a parity with this Bond. Notwithstanding any provision hereof, the Indenture may be released and the obligation of the City to make money available to pay this Bond may be defeased by the deposit of money and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in the Indenture. The Bonds are issuable as fully registered bonds only in denominations of $25,000 and any multiple of $5,000 in excess thereof ("Authorized Denominations"). The City prohibits the breaking up or allocation of CUSIP numbers to any Bond or Bonds in denominations of less than $25,000, and any attempt to do so will be void and of no effect. The Bonds maturing on September 1 in each of the years [_] (collectively, "Term Bonds"), are subject to mandatory sinking fund redemption prior to their respective maturities and will be redeemed by the City in part a redemption price equal to the principal amount thereof plus accrued and unpaid interest thereon to the date set for redemption from moneys available for such purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI of the Indenture, on the dates and in the respective Sinking Fund Installments as set forth in the following schedule:



9/1/20[_]* $[_],000

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* Stated maturity.

At least thirty (30) days prior to each sinking fund redemption date, the Trustee shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Term Bonds of such maturity equal to the Sinking Fund Installments of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on such scheduled mandatory sinking fund redemption date, and shall give notice of such redemption, as provided in Section 4.6 of the Indenture. The principal amount of Term Bonds required to be redeemed on any sinking fund redemption date shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such maturity which, at least 45 days prior to the sinking fund redemption date shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation.

The principal amount of Term Bonds required to be redeemed on any sinking fund redemption date shall be reduced on a pro rata basis among Sinking Fund Installments by the principal amount of any Term Bonds which, at least 45 days prior to the sinking fund redemption date, shall have been redeemed pursuant to the optional redemption or extraordinary optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption.

The City reserves the right and option to redeem Bonds before their scheduled maturity

date, in whole or in part, on any date on or after September 1, 20[_], such redemption date or dates to be fixed by the City, at the redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued and unpaid interest to the date of redemption.

Bonds are subject to extraordinary optional redemption prior to maturity in whole or in part, on any day of any month, at a redemption price equal to the principal amount of the Bonds called for redemption, plus accrued and unpaid interest to the date fixed for redemption, from amounts on deposit in the Redemption Fund as a result of Prepayments or any other transfers to the Redemption Fund under the terms of the Indenture. The Trustee shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the address shown on the Register. The notice shall state the redemption date, the Redemption Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. Any notice so given shall be presumed duly given, whether or not the Owner receives such notice.

The City has the right to rescind any optional redemption or extraordinary optional redemption described in the Indenture by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the Indenture.

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The Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the City and the rights of the holders of the Bonds under the Indenture at any time Outstanding affected by such modification. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds, to waive compliance by the City with certain past defaults under the Bond Ordinance or the Indenture and their consequences. Any such consent or waiver by the holder of this Bond or any predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder and upon all future holders thereof and of any Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made upon this Bond. As provided in the Indenture, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer, and upon delivery to the Trustee of such certifications and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond. Upon satisfaction of such requirements, one or more new fully registered Bonds of the same Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. The City, the Trustee, and any other Person may treat the Person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the Person in whose name this Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary. NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY, COLLIN COUNTY, TEXAS OR THE STATE OF TEXAS, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law; that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that the total indebtedness of the City, including the Bonds, does not exceed any Constitutional or statutory limitation.

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IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be executed under the official seal of the City. ____________________________ City Secretary Mayor [CITY SEAL] (b) Form of Comptroller's Registration Certificate. The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond:

REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS

OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. ______________ THE STATE OF TEXAS § I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond has been registered this day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE this __________________. _______________________________ Comptroller of Public Accounts of the State of Texas [SEAL] (c) Form of Certificate of Trustee.

CERTIFICATE OF TRUSTEE

It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the within mentioned Indenture. REGIONS BANK, as Trustee DATED: _________________

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By: _____________________________ Authorized Signatory (d) Form of Assignment.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or typewrite name and address, including zip code, of Transferee.) _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ (Social Security or other identifying number: ____________________________) the within Bond and all rights hereunder, and hereby irrevocably constitutes and appoints ___________________________________________, attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________________ Signature Guaranteed by:

___________________________________

Authorized Signatory

NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Trustee.

(e) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this section, except for the following alterations: (i) immediately under the name of the Bond the heading "INTEREST RATE" and "MATURITY DATE" shall both be completed with the expression "As Shown Below," and the reference to the "CUSIP NUMBER" shall be deleted; (ii) in the first paragraph of the Bond, the words "on the Maturity Date, as specified above, the sum of ______________________________ DOLLARS" shall be deleted and the following will be inserted: "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:

Years Principal Installments Interest Rates"

(Information to be inserted from Section 3.2(c)); and

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(iii) the Initial Bond shall be numbered T-1. Section 5.3. CUSIP Registration. The City may secure identification numbers through the CUSIP Service Bureau Division of Standard & Poor's Corporation, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof and none of the City, the attorneys approving said Bonds as to legality or the Trustee are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Any redemption notice may include a statement to the effect that the CUSIP numbers on the Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Bondholders and that neither the City nor the Trustee shall be liable for any inaccuracies in such numbers. The City prohibits any Bond to be issued in a denomination of less than $25,000 and further prohibits the assignment of a CUSIP number to any Bond with a denomination of less than $25,000, and any attempt to accomplish either of the foregoing shall be void and of no effect. Section 5.4. Legal Opinion. The approving legal opinion of Bond Counsel may be printed on or attached to each Bond over the certification of the City Secretary of the City, which may be executed in facsimile.

ARTICLE VI

FUNDS AND ACCOUNTS

Section 6.1. Establishment of Funds and Accounts. (a) Creation of Funds. The following Funds are hereby created and established under this Indenture: (i) Pledged Revenue Fund; (ii) Bond Fund; (iii) Project Fund; (iv) Reserve Fund; (v) Redemption Fund; (vi) Rebate Fund; and (vii) Administrative Fund.

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(b) Creation of Accounts. (i) The following Accounts are hereby created and established under the Bond Fund: (A) Principal and Interest Account. (ii) The following Accounts are hereby created and established under the Reserve Fund: (A) Reserve Account; and (B) Delinquency and Prepayment Reserve Account; and (iii) The following Accounts are hereby created and established under the Project Fund:

(A) Improvement Account; (B) Developer Improvement Account; and

(C) Costs of Issuance Account.

(iv) The following Account is hereby created and established under the Pledged

Revenue Fund:

(A) Bond Pledged Revenue Account. (c) Each Fund and each Account created within such Fund shall be maintained by the Trustee separate and apart from all other funds and accounts of the City. The Pledged Funds shall constitute trust funds which shall be held in trust by the Trustee as part of the Trust Estate solely for the benefit of the Owners of the Bonds. Amounts on deposit in the Funds and Accounts shall be used solely for the purposes set forth herein. (d) Interest earnings and profit on each respective Fund and Account established by this Indenture shall be applied or withdrawn for the purposes of such Fund or Account as specified below. Section 6.2. Initial Deposits to Funds and Accounts. (a) The proceeds from the sale of the Bonds shall be paid to the Trustee and deposited or transferred by the Trustee as follows:

(i) to the Reserve Account of the Reserve Fund: $[_], which is equal to the initial Reserve Account Requirement;

(ii) to the Costs of Issuance Account of the Project Fund: $[_];

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(iii) to the Improvement Account of the Project Fund: $[_]; and (iv) to the Administrative Fund: $[_].

(b) Funds received from the Developer or other sources on the Closing Date in the amount of (i) $0.00 shall be deposited to the Developer Improvement Account of the Project Fund.

Section 6.3. Pledged Revenue Fund.

(a) Immediately upon receipt thereof, the City shall transfer to the Trustee for deposit to the Pledged Revenue Fund the Assessment Revenues (other than the portion of the Annual Installments allocated to the payment of Administrative Expenses, and Delinquent Collection Costs, which shall be deposited to the Administrative Fund pursuant to Section 6.9 hereof), as set forth in the Service and Assessment Plan. Specifically, the City shall deposit or cause to be deposited the foregoing amounts as follows: (i) first, to the Bond Pledged Revenue Account of the Pledged Revenue Fund in an amount sufficient to pay debt service on the Bonds next coming due, (ii) second, to the Reserve Account of the Reserve Fund in an amount to cause the amount in the Reserve Account to equal the Reserve Account Requirement, and (iii) third, to pay other costs permitted by the PID Act. Notwithstanding the foregoing, if any funds remain on deposit in the Pledged Revenue Fund after the deposits required by (i) and (ii) above are made, the City shall have the option, in its sole and absolute discretion, to deposit such excess funds into the Redemption Fund to redeem Bonds as provided in Article IV. Notwithstanding the foregoing, the Additional Interest shall only be utilized for the purposes set forth in Section 6.7 hereof and, immediately following the initial deposit to the Pledged Revenue Fund, the Additional Interest will be deposited into the Delinquency and Prepayment Reserve Account and/or the Redemption Fund, as applicable. In addition, in the event the City owes Rebatable Arbitrage to the United States Government pursuant to Section 6.8 hereof, the City shall provide a City Directive to the Trustee, directing the Trustee to transfer to the Rebate Fund, prior to any other transfer under this Section 6.3(a), the full amount of Rebatable Arbitrage owed by the City, as further described in Section 6.10(f) hereof. Along with each transfer to the Trustee, the City shall provide a certificate as to the funds, accounts and payments into which the amounts are to be deposited or paid. (b) From time to time as needed to pay the obligations relating to the Bonds, but no later than five (5) Business Days before each Interest Payment Date, the Trustee shall withdraw from the Pledged Revenue Fund and transfer to the Principal and Interest Account of the Bond Fund, an amount, taking into account any amounts then on deposit in such Principal and Interest Account such that the amount on deposit in the Principal and Interest Account equals the principal (including any Sinking Fund Installments) and interest due on the Bonds on the next Interest Payment Date. (c) If, after the foregoing transfers and any transfer from the Reserve Fund as provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph (b) above, the Trustee shall apply the available funds in the Principal and Interest Account first to the payment of interest, then to the payment of principal (including any Sinking Fund Installments) on the Bonds.

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(d) The Trustee shall transfer Prepayments to the Redemption Fund promptly after deposit of such amounts into the Pledged Revenue Fund. (e) Promptly after the deposit of Foreclosure Proceeds into the Pledged Revenue Fund, the Trustee shall, pursuant to a City Directive, transfer such Foreclosure Proceeds first to the Reserve Fund to restore any transfers from the Reserve Fund made with respect to the particular Assessed Property to which the Foreclosure Proceeds relate, and second, to the Redemption Fund as follows. After deposit of Foreclosure Proceeds into the Reserve Fund, the Trustee shall deposit such Foreclosure Proceeds first into the Reserve Account if the Reserve Account does not contain the Reserve Account Requirement and if it does contain the Reserve Account Requirement, such Foreclosure Proceeds shall be deposited into the Delinquency and Prepayment Reserve Account. If both the Reserve Account and Delinquency and Prepayment Reserve Account contain their respective amounts required to be on deposit, the Trustee shall transfer such Foreclosure Proceeds to the Redemption Fund. (f) After satisfaction of the requirement to provide for the final payment of the principal and interest on the Bonds and to fund any deficiency that may exist in the Reserve Fund, the Trustee shall, pursuant to a City Directive, transfer any Pledged Revenues remaining in the Pledged Revenue Fund to the City, which monies may be used for any lawful purpose for which Assessments may be used under the PID Act. Section 6.4. Bond Fund. (a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking Fund Installments) and interest then due and payable on the Bonds. (b) If amounts in the Principal and Interest Account are insufficient for the purposes set forth in paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to cover the amount of such insufficiency pursuant to Section 6.7(g). Amounts so withdrawn from the Reserve Fund shall be deposited in the Principal and Interest Account and transferred to the Paying Agent/Registrar. Section 6.5. Project Fund. (a) Money on deposit in the Project Fund shall be used for the purposes specified in Section 3.1. (b) Disbursements from the Costs of Issuance Account of the Project Fund shall be made by the Trustee to pay costs of issuance of the Bonds pursuant to one or more City Directives. Disbursements from the Improvement Account and the Developer Improvement Account of the Project Fund to pay Costs shall be made by the Trustee upon receipt by the Trustee of a properly executed and completed Certificate for Payment. All disbursements of funds from the Improvement Account and the Developer Improvement Account shall be disbursed in accordance with a Certificate for Payment; provided that all disbursements of funds pursuant to a Certificate for Payment shall be made first from the Improvement Account until such Improvement Account has been fully depleted, and second from the Developer Improvement Account of the Project Fund. Each such City Directive shall include a list of the payees and the payments to be made to such

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payees as well as a statement that all payments shall be made by check or wire transfer in accordance with the payment instructions set forth in such City Directive or in the invoices submitted therewith and the Trustee is entitled to rely on such payment instructions with no duty to investigate or inquire as to the authenticity of or authorization for the invoice or the payment instructions contained therein. (c) Except as provided in Sections 6.5(d) and (f), money on deposit in the Project Fund shall be used solely to pay Costs.

(d) If the City Representative determines in his or her sole discretion that amounts then on deposit in the Improvement Account of the Project Fund are not expected to be expended for purposes of the Project Fund due to the abandonment, or constructive abandonment, of one or more of the Phase 1 and 2 Authorized Improvements such that, in the opinion of the City Representative, it is unlikely that the amounts in the Improvement Account of the Project Fund will ever be expended for the purposes of the Project Fund, the City Representative shall file a City Directive with the Trustee which identifies the amounts then on deposit in the Improvement Account of the Project Fund that are not expected to be used for purposes of the Project Fund. If such City Directive is so filed, the amounts on deposit in the Improvement Account of the Project Fund shall be transferred to the Bond Fund or to the Redemption Fund as directed by the City Representative in a City Directive filed with the Trustee. Upon such transfers, the Improvement Account of the Project Fund shall be closed. (e) In making any determination pursuant to this Section, the City Representative may conclusively rely upon a certificate of an Independent Financial Consultant.

(f) Upon the filing of a City Directive stating that all Phase 1 and 2 Authorized Improvements have been completed and that all Costs have been paid, or that any Costs are not required to be paid from the Project Fund pursuant to a Certificate for Payment, the Trustee shall (i) transfer the amount, if any, remaining within the Improvement Account of the Project Fund to the Bond Fund or to the Redemption Fund as directed by the City Representative in a City Directive filed with the Trustee and (ii) transfer the amount, if any, remaining in the Developer Improvement Account of the Project Fund to the Developer. Upon such transfers, the Project Fund shall be closed. (g) Upon a determination by the City Representative that all costs of issuance of the Bonds have been paid, any amounts remaining in the Costs of Issuance Account shall be transferred to the Improvement Account of the Project Fund and used to pay Costs or to the Principal and Interest Account and used to pay interest on the Bonds, as directed in a City Directive filed with the Trustee. Section 6.6. Redemption Fund. The Trustee shall cause to be deposited to the Redemption Fund from the Pledged Revenue Fund an amount sufficient to redeem Bonds as provided in Sections 4.3 and 4.4 on the dates specified for redemption as provided in Sections 4.3 and 4.4. Amounts on deposit in the Redemption Fund shall be used and withdrawn by the Trustee to redeem Bonds as provided in Article IV.

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Section 6.7. Reserve Fund. (a) The City agrees with the Owners of the Bonds to accumulate and, when accumulated, maintain in the Reserve Account, an amount equal to not less than the Reserve Account Requirement. All amounts deposited in the Reserve Account shall be used and withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest Account of the Bond Fund as provided in this Indenture. (b) Subject to 6.3(a) herein, the Trustee will transfer from the Bond Pledged Revenue Account of the Pledged Revenue Fund to the Delinquency and Prepayment Reserve Account on March 1 of each year, commencing March 1, 2021, an amount equal to the Additional Interest into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement has been accumulated in the Delinquency and Prepayment Reserve Account. At any time the amount on deposit in the Delinquency and Prepayment Reserve Account is less than Delinquency and Prepayment Reserve Requirement, the Trustee shall resume depositing such Additional Interest into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement has been met. Furthermore, once the Delinquency and Prepayment Reserve Requirement has accumulated in the Delinquency and Prepayment Reserve Account, any amounts in excess of the Delinquency and Prepayment Reserve Requirement shall be transferred by the Trustee first to the Redemption Fund to redeem Bonds as provided in Article IV provided, however, that at any time the amount on deposit in the Delinquency and Prepayment Reserve Account is less than Delinquency and Prepayment Reserve Requirement, the Trustee shall resume depositing such Additional Interest into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve Requirement has accumulated in the Delinquency and Prepayment Reserve Account. In calculating the amounts to be transferred pursuant to this Section, the Trustee may conclusively rely on the Annual Installments as shown on the Assessment Roll in the Service and Assessment Plan unless and until it receives a City Directive specifying that a different amount be used. (c) Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying the amount withdrawn and the source or account of said funds. (d) In the event of an extraordinary optional redemption of Bonds from the proceeds of a Prepayment pursuant to Section 4.4, the Trustee, pursuant to a City Directive, shall transfer from the Reserve Account of the Reserve Fund to the Redemption Fund the amount specified in such directions, which shall be an amount equal to the principal amount of Bonds to be redeemed multiplied by the lesser of: (i) the amount required to be in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds prior to the redemption, and (ii) the amount actually in the Reserve Account of the Reserve Fund divided by the principal amount of Outstanding Bonds prior to the redemption. If after such transfer, and after applying investment earnings on the Prepayment toward payment of accrued interest, there are insufficient funds to pay the principal amount plus accrued and unpaid interest on such Bonds to the date fixed for redemption of the Bonds to be redeemed as a result of such Prepayment, the Trustee shall transfer an amount equal to the shortfall from the Delinquency and Prepayment Reserve Account to the Redemption Fund to be applied to the redemption of the Bonds.

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(e) Whenever, on any Interest Payment Date, or on any other date at the request of a City Representative, the value of cash and Value of Investment Securities on deposit in the Reserve Account exceeds the Reserve Account Requirement, the Trustee shall provide written notice to the City Representative of the amount of the excess. Such excess shall be transferred to the Principal and Interest Account to be used for the payment of interest on the Bonds on the next Interest Payment Date in accordance with Section 6.4, unless within thirty days of such notice to the City Representative, the Trustee receives a City Directive instructing the Trustee to apply such excess: (i) to pay amounts due under Section 6.8 hereof or (ii) to the Administrative Fund in an amount not more than the Administrative Expenses for the Bonds. The Trustee shall incur no liability for the accuracy or validity of the transfer so long as the Trustee made such transfer in full compliance with this Section. (f) Whenever, on any Interest Payment Date, or on any other date at the written request of the City Representative, the amounts on deposit in the Delinquency and Prepayment Reserve Account exceed the Delinquency and Prepayment Reserve Requirement, the Trustee shall provide written notice to the City of the amount of the excess, and such excess shall be transferred, at the direction of the City pursuant to a City Directive, to the Administrative Fund for the payment of Administrative Expenses or to the Redemption Fund. In the event that the Trustee does not receive a City Directive directing the transfer of such excess to the Administrative Fund within 45 days of providing notice to the City of such excess, the Trustee shall transfer such excess to the Redemption Fund to redeem Bonds pursuant to Section 4.4 hereof. (g) Whenever, on any Interest Payment Date, the amount on deposit in the Bond Fund is insufficient to pay the debt service on the Bonds due on such date, the Trustee shall transfer first from the Delinquency and Prepayment Reserve Account of the Reserve Fund and second from the Reserve Account of the Reserve Fund to the Bond Fund the amounts necessary to cure such deficiency. Additional Interest shall be used to replenish first the Reserve Account of the Reserve Fund and second the Delinquency and Prepayment Reserve Account of the Reserve Fund. (h) At the final maturity of the Bonds, the amount on deposit in the Reserve Account and the Delinquency and Prepayment Reserve Account shall be transferred to the Principal and Interest Account and applied to the payment of the principal of the Bonds. (i) If, after a Reserve Account withdrawal, the amount on deposit in the Reserve Account is less than the Reserve Account Requirement, the Trustee shall transfer from the Pledged Revenue Fund to the Reserve Account the amount of such deficiency, but only to the extent that such amount is not required for the timely payment of principal, interest, or Sinking Fund Installments. (j) If the amount held in the Reserve Fund together with the amount held in the Pledged Revenue Fund, the Bond Fund and Redemption Fund is sufficient to pay the principal amount and of all Outstanding Bonds on the next date the Bonds may be optionally redeemed by the City at a redemption price of par, together with the unpaid interest accrued on such Bonds as of such date, the moneys shall be transferred to the Redemption Fund and thereafter used to redeem all Bonds on such date.

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Section 6.8. Rebate Fund: Rebatable Arbitrage. (a) The Rebate Fund is to be held by the Trustee in accordance with the terms and provisions of this Indenture. Amounts on deposit in the Rebate Fund shall be used solely for the purpose of paying amounts due the United States Government in accordance with the Code. The Rebate Fund shall not be part of the Trust Estate and shall not be security for the Bonds. (b) In order to assure that Rebatable Arbitrage is paid to the United States rather than to a third party, investments of funds on deposit in the Rebate Fund shall be made in accordance with the Code and the Tax Certificate, as further set forth in a City Directive delivered to the Trustee. The Trustee may conclusively rely on such City Directive and shall not be responsible for any loss or liability resulting from the investment of funds under this Section, but only so long as the Trustee complies with such City Directive. (c) The Trustee conclusively shall be deemed to have complied with the provisions of this Section and shall not be liable or responsible if it follows the written instructions of the City and shall not be required to take any action under this Section in the absence of instructions from the City. (d) If, on the date of each annual calculation, the amount on deposit in the Rebate Fund exceeds the amount of the Rebatable Arbitrage, the City may direct the Trustee, pursuant to a City Directive, to transfer the amount in excess of the Rebatable Arbitrage to the Bond Fund. Section 6.9. Administrative Fund. (a) Immediately upon receipt thereof, the City shall deposit or cause to be deposited to the Administrative Fund the portion of the Assessments and Annual Installments allocated to the payment of Administrative Expenses, and Delinquent Collection Costs, as set forth in the Service and Assessment Plan. (b) Moneys in the Administrative Fund shall be held by the Trustee separate and apart from the other Funds created and administered hereunder and used as directed by a City Directive solely for the purposes set forth in the Service and Assessment Plan, including payment of Administrative Expenses and Delinquent Collection Costs. The Administrative Fund shall not be part of the Trust Estate and shall not be security for the Bonds. Section 6.10. Investment of Funds. (a) Money in any Fund or Account, other than the Reserve Fund, shall be invested by the Trustee as directed by the City pursuant to a City Directive filed with the Trustee in Investment Securities; provided that all such deposits and investments shall be made in such manner that the money required to be expended from any Fund or Account will be available at the proper time or times. Money in the Reserve Fund shall be invested in such Investment Securities as directed by the City pursuant to a City Directive filed with the Trustee, provided that the final maturity of any individual Investment Security shall not exceed 270 days and the average weighted maturity of any investment pool or no-load money market mutual fund shall not exceed 90 days. Each such City Directive shall be a certification, upon which the Trustee is entitled to conclusively rely without investigation or inquiry, that the investment directed therein constitutes an Investment Security and that such investments meet the maturity and average weighted maturity requirements

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set forth in the preceding sentence. Such investments shall be valued each year in terms of the Value of Investment Securities as of September 30. For purposes of maximizing investment returns, to the extent permitted by law, money in the Funds and Accounts may be invested in common investments of the kind described above, or in a common pool of such investment which shall be kept and held at an official depository bank, which shall not be deemed to be or constitute a commingling of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is invested and the share thereof purchased with such money or owned by such Fund or Account are held by or on behalf of each such Fund or Account. If necessary, such investments shall be promptly sold to prevent any default under this Indenture. To ensure that cash on hand is invested, if the City does not give the Trustee written or timely instructions with respect to investments of funds, the Trustee is hereby directed and authorized, to invest and re-invest cash balances in Morgan Stanley, Fidelity or Federated family of funds, but only so long as such funds are authorized and permitted under the Public Funds Investment Act, Texas Government Code, Chapter 2256, as amended, or any successor law, as in effect from time to time, and only so long as such investments constitute Investment Securities and the money required to be expended from any Fund will be available at the proper time or times. (b) Obligations purchased as an investment of moneys in any Fund or Account shall be deemed to be part of such Fund or Account, subject, however, to the requirements of this Indenture for transfer of interest earnings and profits resulting from investment of amounts in Funds and Accounts. Whenever in this Indenture any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished by transferring a like amount of Investment Securities. (c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. The Trustee shall not incur any liability for losses arising from any investments made pursuant to this Section. The Trustee shall not be required to determine the legality of any investments. (d) Investments in any and all Funds and Accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times account for such investments strictly in accordance with the Funds and Accounts to which they are credited and otherwise as provided in this Indenture. (e) The Trustee will furnish to the City, upon the City's written request, periodic cash transaction statements which include detail for all investment transactions effected by the Trustee or brokers selected by the City. Upon the City's election, such statements will be delivered via the Trustee's online service and upon electing such service, paper statements will be provided only upon request. The City waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The City further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.

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(f) In the event it is found, after an annual calculation has been done pursuant to Section 6.8 hereof, that the City owes Rebatable Arbitrage to the United States Government, the City shall direct the Trustee, pursuant to a City Directive, to transfer to the Rebate Fund the investment earnings on funds on deposit in the Pledged Funds in an amount equal to the Rebatable Arbitrage owed by the City. The City Directive shall specify the amount to the transferred and the Pledged Fund or Pledged Funds from which the investment earnings shall be transferred. Section 6.11. Security of Funds. All Funds heretofore created or reaffirmed, to the extent not invested as herein permitted, shall be secured in the manner and to the fullest extent required by law for the security of public funds, and such Funds shall be used only for the purposes and in the manner permitted or required by this Indenture.

ARTICLE VII

COVENANTS

Section 7.1. Confirmation of Assessments. The City hereby confirms, covenants, and agrees that, in the Assessment Ordinance, it has levied the Assessments against the Assessed Property from which the Assessment Revenues will be collected and received. Section 7.2. Collection and Enforcement of Assessments. (a) For so long as any Bonds are Outstanding, the City covenants, agrees and warrants that it will take and pursue all reasonable actions permissible under Applicable Laws to cause the Assessments to be collected and the liens thereof enforced continuously, in the manner and to the maximum extent permitted by Applicable Laws, and to cause no reduction, abatement or exemption in the Assessments. (b) To the extent permitted by law, notice of the Annual Installments shall be sent by, or on behalf of, the City to the affected property owners on the same statement or such other mechanism that is used by the City, so that such Annual Installments are collected simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City.

(c) The City will determine or cause to be determined, no later than February 15 of each year, whether or not any Annual Installment is delinquent and, if such delinquencies exist, the City will order and cause to be commenced as soon as practicable any and all appropriate and legally permissible actions to obtain such Annual Installment, and any delinquent charges and interest thereon, including diligently prosecuting an action in district court to foreclose the currently delinquent Annual Installment. Notwithstanding the foregoing, the City shall not be required under any circumstances to purchase or make payment for the purchase of the delinquent Assessments or the corresponding particular Assessed Property.

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(d) The City shall not be required under any circumstances to expend any funds for Delinquent Collection Costs or Administrative Expenses in connection with its covenants and agreements under this Section or otherwise other than funds on deposit in the Administrative Fund. Section 7.3. Against Encumbrances. (a) Other than Refunding Bonds issued to refund all or a portion of the Bonds, the City shall not create and, to the extent Pledged Revenues are received, shall not suffer to remain, any lien, encumbrance or charge upon the Pledged Revenues or upon any other property pledged under this Indenture, except the pledge created for the security of the Bonds, and other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds. (b) So long as Bonds are Outstanding hereunder, the City shall not issue any bonds, notes or other evidences of indebtedness, other than the Bonds and Refunding Bonds issued to refund all or a portion of the Bonds, secured by any pledge of or other lien or charge on the Pledged Revenues or other property pledged under this Indenture, other than a lien or pledge subordinate to the lien and pledge of such property related to the Bonds. Section 7.4. Records, Accounts, Accounting Reports. The City hereby covenants and agrees that so long as any Bonds are Outstanding, it will keep and maintain a proper and complete system of records and accounts pertaining to the Assessments. The Trustee and holder or holders of any Bonds or any duly authorized agent or agents of such holders shall have the right at all reasonable times to inspect all such records, accounts, and data relating thereto, upon written request to the City by the Trustee or duly authorized representative, as applicable. The City shall provide the Trustee or duly authorized representative, as applicable, an opportunity to inspect such books and records relating to the Bonds during the City's regular business hours and on a mutually agreeable date not later than thirty days after the City receives such request. Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds.

(a) The City covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as an obligation described in section 103 of 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 City covenants as follows:

(1) to take any action to assure that no more than 10 percent of the proceeds of

the Bonds (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 City, with respect to such private business use, do not, under the terms of this Article 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

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projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use;

(3) to take any action to assure that no amount that is greater than the lesser of

$5,000,000, or 5 percent of the proceeds of the 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 that would otherwise result in the Bonds

being treated as a "private activity bond" 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 that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the 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 an advance refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the Bonds is issued, and in the case of a current refunding bond, for a period of 90 days or less,

(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 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 refrain from using the proceeds of the Bonds or proceeds of any prior

bonds to pay debt service on another issue more than ninety (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).

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(b) In order to facilitate compliance with the above covenant (a)(8), the Rebate Fund is

established by the City pursuant to Section 6.1 for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered Owner. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.

(c) The City 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 City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto (the "Treasury Regulations"). In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the City 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 under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Bonds, the City 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 City hereby authorizes and directs the Mayor to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds.

(d) The City covenants to account for the expenditure of sale proceeds and investment

earnings to be used for Costs on its books and records in accordance with the requirements of the Code. The City 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 Phase 1 and 2 Authorized Improvements are completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the 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 is retired. The City 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 City 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) The City covenants that the projects funded with the proceeds of the Bonds will not

be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City 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

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compensation. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest.

ARTICLE VIII

LIABILITY OF CITY Section 8.1. Liability of City. (a) Neither the full faith and credit nor the general taxing power of the City is pledged to the payment of the Bonds, and no City taxes, fee or revenues from any source are pledged to the payment of, or available to pay any portion of, the Bonds or any other obligations relating to the District. The City shall never be liable for any obligations relating to the Bonds or other obligations relating to the District, other than as specifically provided for in this Indenture. (b) The City shall not incur any responsibility in respect of the Bonds or this Indenture other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own willful default or act of bad faith. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions covenants or agreements of the Trustee herein or of any of the documents executed by the Trustee in connection with the Bonds, or as to the existence of a default or event of default thereunder. (c) In the absence of bad faith, the City may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Indenture. The City shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. (d) No provision of this Indenture, the Bonds, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered or approved in connection with the issuance, sale, delivery, or administration of the Bonds (collectively, the "Bond Documents"), shall require the City to expend or risk its own general funds or other funds or otherwise incur any financial liability (other than with respect to the Pledged Revenues) in the performance of any of its obligations hereunder, or in the exercise of any of its rights or powers, if in the judgment of the City there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. (e) Neither the Owners nor any other Person shall have any claim against the City or any of its officers, officials, agents, or employees for damages suffered as a result of the City's failure to perform in any respect any covenant, undertaking, or obligation under any Bond Documents or as a result of the incorrectness of any representation in, or omission from, any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond Documents and the PID Act. Any such claim shall be payable only from Pledged Revenues. Nothing contained in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against the City or any of its officers, officials,

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agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Bonds by mandamus or other proceeding at law or in equity. (f) The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its duties under this Indenture the City shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant, an independent inspector or City Manager or other person designated by the City Council to so act on behalf of the City, and such certificate shall be full warrant to the City for any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. (g) In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations, and directions of such persons or entities.

ARTICLE IX

THE TRUSTEE

Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent. (a) The Trustee accepts and agrees to execute the respective trusts imposed upon it by this Indenture, but only upon the terms and conditions and subject to the provisions of this Indenture to all of which the parties hereto and the respective Owners of the Bonds agree. (b) The Trustee is hereby designated and agrees to act also in the capacity as Paying Agent/Registrar for and in respect to the Bonds. Section 9.2. Trustee Entitled to Indemnity. The Trustee shall be under no obligation to institute any suit, or to undertake any proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction by the Owners against any and all costs and expenses, outlays, and counsel fees and other reasonable disbursements, and against all liability except as a consequence of its own negligence or willful misconduct; provided, however, that in no event shall the Trustee request or

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require indemnification as a condition to making any deposits, payments or transfers when directed in writing and required hereunder, or to deliver any notice when directed in writing and required hereunder. Nevertheless, the Trustee may begin suit, or appear in and defend suit, or do anything else proper to be done by it as the Trustee, and in such case the Trustee may make transfers from the Pledged Revenue Fund and Administrative Fund to pay all costs and expenses, outlays, and counsel fees and other reasonable disbursements properly incurred in connection therewith and shall be entitled to a preference therefor over any Bonds Outstanding hereunder. Section 9.3. Responsibilities of the Trustee. (a) The recitals contained in this Indenture and in the Bonds shall be taken as the statements of the City and the Trustee assumes no responsibility for and undertakes no duty to verify the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or the Bonds or with respect to the security afforded by this Indenture, and the Trustee shall incur no liability with respect thereto. Except as otherwise expressly provided in this Indenture, the Trustee shall have no responsibility or duty with respect to: (i) the issuance of Bonds for value; (ii) the application of the proceeds thereof, except to the extent that such proceeds are received by the Trustee as consideration for serving in its capacity as Trustee; (iii) the application of any moneys paid to the City or others in accordance with this Indenture, except as to the application of any moneys paid to the Trustee as consideration for serving in its capacity as Trustee; (iv) any calculation of arbitrage or rebate under the Code or (v) to undertake any other action unless specifically authorized or required pursuant to a written City Directive or pursuant to this Indenture. (b) The duties and obligations of the Trustee shall be determined by the express provisions of this Indenture, and the Trustee shall not be liable for the performance of its duties and obligations as are specifically set forth in this Indenture, except for the Trustee’s own negligence or willful misconduct. The Trustee will, prior to any Event of Default and after curing of any Event of Default, perform such duties and only such duties as are specifically set forth herein. The Trustee will, during the existence of an Event of Default, exercise such rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his/her own affairs.

(c) The Trustee shall not be liable for any action taken or omitted by it in the performance of its duties under this Indenture, except for its own negligence or willful misconduct. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from this Indenture for the existence, furnishing, or use of the District. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in principal amount of the Bonds then Outstanding relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture.

(d) The Trustee may execute any of the trusts or powers hereunder or perform any

duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due case and in good faith by it hereunder.

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Section 9.4. Property Held in Trust. All moneys and securities held by the Trustee at any time pursuant to the terms of this Indenture shall be held by the Trustee in trust for the purposes and under the terms and conditions of this Indenture. Section 9.5. Trustee Protected in Relying on Certain Documents. (a) The Trustee is entitled to rely upon any order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond, or other document provided to the Trustee in accordance with the terms of this Indenture that it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or Person or to have been prepared and furnished pursuant to any of the provisions of this Indenture, or upon the written opinion of any counsel, architect, engineer, insurance consultant, management consultant, or accountant that the Trustee shall in good faith reasonably believe to be qualified in relation to the subject matter or is selected by the City in accordance with this Indenture, and the Trustee shall be under no duty to make any investigation or inquiry into any statements contained, the validity thereof, or matters referred to in any such instrument. Subject to Section 9.1 and 9.3, the Trustee may consult with counsel selected by the Trustee with due care, who may or may not be Bond Counsel, and any advice from such counsel with respect to compliance with the provisions of this Indenture shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder, reasonably and in good faith, in accordance with such advice. (b) Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Indenture, such matter may be deemed to be conclusively proved and established by a City Directive, unless other evidence in respect thereof be hereby specifically prescribed. Such City Directive shall be full warrant for any action taken or suffered in good faith under the provisions hereof, but the Trustee may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. Except as otherwise expressly provided herein, any request, order, notice, or other direction required or permitted to be furnished pursuant to any provision hereof by the City to the Trustee shall be sufficiently executed if executed in the name of the City by the City Representative. (c) The Trustee shall not be under any obligation to see to the recording or filing of this Indenture, or otherwise to the giving to any Person of notice of the provisions hereof except as expressly required in Section 9.13. Section 9.6. Compensation. Unless otherwise provided by contract with the Trustee, the Trustee shall transfer from the Administrative Fund, the previously determined and agreed upon reasonable compensation for all services rendered by it hereunder, including its services as Paying Agent/Registrar, together with all costs for any extraordinary services rendered, and its reasonable expenses, charges, and other disbursements and those of its counsel, agents and employees, incurred in and about the administration and execution of the trusts hereby created and the exercise of its powers and the performance of its duties hereunder, all pursuant to a City Directive and subject to any limit on the amount of such compensation or recovery of expenses or other charges as shall be prescribed by

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such City Directive, and the Trustee shall have a lien therefor on any and all funds at any time held by it in the Administrative Fund. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Trustee has reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it. If the City shall fail to make any payment required by this Section, the Trustee shall make such payment from lawfully available funds (other than funds designated by the City for Rebatable Arbitrage) in its possession under the provisions of this Indenture. Section 9.7. Permitted Acts. The Trustee and its directors, officers, employees, or agents may become the owner of or may in good faith buy, sell, own, hold and deal in Bonds and may join in any action that any Owner of Bonds may be entitled to take as fully and with the same rights as if it were not the Trustee. The Trustee may act as depository, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, the City or any committee formed to protect the rights of holders of Bonds or to effect or aid in any reorganization growing out of the enforcement of the Bonds or this Indenture, whether or not such committee shall represent the holders of a majority of the Bonds. Section 9.8. Resignation of Trustee. The Trustee may at any time resign and be discharged of its duties and obligations hereunder by giving not fewer than sixty (60) days' notice, specifying the date when such resignation shall take effect, to the City and each Owner of any Outstanding Bond. Notwithstanding the foregoing, such resignation shall take effect upon the appointment of a successor as provided in Section 9 .10 and the acceptance of such appointment by such successor. Notwithstanding the foregoing, if, after 60 days following receipt of the notice, the City has not appointed a successor Trustee, the Trustee may apply to a court of competent jurisdiction to appoint a successor Trustee, at no expense to the Trustee, and such resignation shall take effect upon the court's appointment of a successor Trustee. Section 9.9. Removal of Trustee. The Trustee may be removed at any time by (i) the Owners of at least a majority of the Bonds by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or by their attorneys-in-fact, duly authorized and delivered to the City, or (ii) so long as the City is not in default under this Indenture, the City. Copies of each such instrument shall be delivered by the City to the Trustee and any successor thereof. The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the City or the Owners of not less than 10% of the principal amount of the Bonds then Outstanding. Section 9.10. Successor Trustee. (a) If the Trustee shall resign, be removed, be dissolved, or become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator of the

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Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs, the position of the Trustee hereunder shall thereupon become vacant. (b) If the position of Trustee shall become vacant for any of the foregoing reasons or for any other reason, a successor Trustee may be appointed within one year after any such vacancy shall have occurred by the Owners of at least 25% of the Bonds by an instrument or concurrent instruments in writing signed and acknowledged by such Owners or their attorneys-in-fact, duly authorized and delivered to such successor Trustee, with notification thereof being given to the predecessor Trustee and the City. (c) Until such successor Trustee shall have been appointed by the Owners of the Bonds, the City shall forthwith appoint a Trustee to act hereunder. Copies of any instrument of the City providing for any such appointment shall be delivered by the City to the Trustee so appointed. The City shall mail notice of any such appointment to each Owner of any Outstanding Bonds within 30 days after such appointment. Any appointment of a successor Trustee made by the City immediately and without further act shall be superseded and revoked by an appointment subsequently made by the Owners of Bonds. (c) If in a proper case no appointment of a successor Trustee shall be made within 45 days after the giving by any Trustee of any notice of resignation in accordance with Section 9.8 or after the occurrence of any other event requiring or authorizing such appointment, the Trustee or any Owner of Bonds may apply to any court of competent jurisdiction for the appointment of such a successor, and the court may thereupon, after such notice, if any, as the court may deem proper, appoint such successor and the City shall be responsible for the costs of such appointment process. (e) Any successor Trustee appointed under the provisions of this Section shall be a commercial bank or trust company or national banking association (i) having a capital and surplus and undivided profits aggregating at least $50,000,000, if there be such a commercial bank or trust company or national banking association willing and able to accept the appointment on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the Trustee required by this Indenture. (f) Each successor Trustee shall mail, in accordance with the provisions of the Bonds, notice of its appointment to the Trustee, any rating agency which, at the time of such appointment, is providing a rating on the Bonds and each of the Owners of the Bonds. Section 9.11. Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under the provisions of Section 9.10 shall execute, acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such appointment, and thereupon such successor, without any further act, deed, or conveyance, shall become fully vested with all moneys, estates, properties, rights, immunities, powers, duties, obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or of such successor, execute, acknowledge, and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor all the rights, immunities, powers, and trusts , upon the receipt of payment of its outstanding charges of such Trustee and all the right, title, and interest of

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such Trustee in and to the Trust Estate, and shall pay over, assign, and deliver to such successor any moneys or other properties subject to the trusts and conditions herein set forth. Should any deed, conveyance, or instrument in writing from the City be required by such successor for more fully and certainly vesting in and confirming to it any such moneys, estates, properties, rights, powers, duties, or obligations, any and all such deeds, conveyances, and instruments in writing, on request and so far as may be authorized by law, shall be executed, acknowledged, and delivered by the City. Section 9.12. Merger, Conversion or Consolidation of Trustee. Any corporation or association into which the Trustee may be merged or with which it may be consolidated or any corporation or association resulting from any merger, conversion or consolidation to which it shall be a party or any corporation or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to such Trustee hereunder, without any further act, deed or conveyance, provided that such corporation or association shall be a commercial bank or trust company or national banking association qualified to be a successor to such Trustee under the provisions of Section 9.10, or a trust company that is a wholly-owned subsidiary of any of the foregoing. Section 9.13. Trustee To File Continuation Statements. If necessary, the Trustee shall file or cause to be filed, at the City's expense, such continuation statements as may be delivered to the Trustee and which may be required by the Texas Uniform Commercial Code, as from time to time in effect (the "UCC"), in order to continue perfection of the security interest of the Trustee in such items of tangible or intangible personal property and any fixtures as may have been granted to the Trustee pursuant to this Indenture in the time, place and manner required by the UCC; provided unless the Trustee is otherwise notified by the City, the Trustee may conclusively rely upon (and be fully protected in relying upon) the initial filing statements or the description of collateral in such initial filing statements delivered to Trustee by the City in filing any continuation statements hereunder in the same filing offices as the initial filings were made. The Trustee is not responsible for the initial filing of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings required by any amendments to Article 9 of the Uniform Commercial Code. Section 9.14. Accounts, Periodic Reports and Certificates. The Trustee shall keep or cause to be kept proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the Funds and Accounts established by this Indenture and which shall at all times be subject to inspection by the City, and the Owner or Owners of not less than 10% in principal amount of the Bonds then Outstanding or their representatives duly authorized in writing. Section 9.15. Construction of Indenture. The Trustee may construe any of the provisions of this Indenture insofar as the same may appear to be ambiguous or inconsistent with any other provision hereof, and any construction of

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any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of the Bonds.

ARTICLE X

MODIFICATION OR AMENDMENT OF THIS INDENTURE

Section 10.1. Amendments Permitted. (a) This Indenture and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture, except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Bonds, or with the written consent without a meeting, of the Owners of the Bonds of at least fifty-one percent (51%) of the aggregate principal amount of the Bonds then Outstanding and City approval of such modification or amendment. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Pledged Revenues superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by Applicable Laws or this Indenture), or reduce the percentage of Bonds required for the amendment hereof. Any such amendment shall not modify any of the rights or obligations of the Trustee without its prior written consent. (b) This Indenture and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Indenture, without the consent of any Owners, only to the extent permitted by law, and only for anyone or more of the following purposes: (i) to add to the covenants and agreements of the City in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (ii) to make modifications not adversely affecting any Outstanding Bonds in any material respect; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in regard to questions arising under this Indenture, as the City and the Trustee may deem necessary or desirable and not inconsistent with this Indenture, and that shall not adversely affect the rights of the Owners of the Bonds; and (iv) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Bonds. Section 10.2. Owners' Meetings. The City may at any time call a meeting of the Owners of the Bonds. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct of said meeting.

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Section 10.3. Procedure for Amendment with Written Consent of Owners. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted by Section 10.1, to take effect when and as provided in this Section. A copy of such Supplemental Indenture, together with a request to Owners for their consent thereto, if such consent is required pursuant to Section 10.1, shall be mailed by first class mail, by the Trustee to each Owner of Bonds from whom consent is required under this Indenture, but failure to mail copies of such Supplemental Indenture and request shall not affect the validity of the Supplemental Indenture when assented to as in this Section provided. (b) Such Supplemental Indenture shall not become effective unless there shall be filed with the Trustee the written consents of the Owners as required by this Indenture and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 11.6. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof), unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. (c) After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Indenture, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Indenture, stating in substance that the Supplemental Indenture has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Indenture or consents thereto). Proof of the mailing of such notice shall be filed with the Trustee. A record, consisting of the papers required by this Section 10.3 to be filed with the Trustee, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Indenture shall become effective upon the filing with the Trustee of the proof of mailing of such notice, and the Supplemental Indenture shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Section 10.4. Procedure for Amendment Not Requiring Owner Consent. (a) The City and the Trustee may at any time adopt a Supplemental Indenture amending the provisions of the Bonds or of this Indenture, to the extent that such amendment is permitted by Section 10.1(b), to take effect when and as provided in this Section. The City shall direct the Trustee in writing to provide a copy of such Supplemental Indenture, together with a notice stating that the Supplemental Indenture does not require Owner consent, to mail by first-class mail to each Owner of Bonds, but failure to mail copies of such Supplemental Indenture shall not affect the validity of the Supplemental Indenture. The Trustee shall retain the proof of its mailing of such notice. A record, consisting of the papers required by this Section 10.4, shall be proof of the matters therein stated until the contrary is proved.

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(b) The Supplemental Indenture shall become effective upon the execution and delivery of such Supplemental Indenture by the Trustee and the City, and the Supplemental Indenture shall be deemed conclusively binding upon the City, the Trustee and the Owners of all Bonds as of the date of such execution and delivery. Section 10.5. Effect of Supplemental Indenture.

From and after the time any Supplemental Indenture becomes effective pursuant to this Article X, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties, and obligations under this Indenture of the City, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 10.6. Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article X shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the designated office of the Trustee or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners' action, shall be prepared, executed, and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the designated office of the Trustee without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 10.7. Amendatory Endorsement of Bonds. The provisions of this Article X shall not prevent any Owner from accepting any amendment as to the particular Bonds held by such Owner, provided that due notation thereof is made on such Bonds. Section 10.8. Waiver of Default. With the written consent of at least a majority in aggregate principal amount of the Bonds then Outstanding, the Owners may waive compliance by the City with certain past defaults under this Indenture and their consequences. Any such consent shall be conclusive and binding upon the Owners and upon all future Owners. Section 10.9. Execution of Supplemental Indenture.

In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an opinion of counsel addressed and delivered to the Trustee and the City stating that the execution of such Supplemental Indenture is permitted by and in compliance with this Indenture. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

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ARTICLE XI

DEFAULT AND REMEDIES

Section 11.1. Events of Default. Each of the following occurrences or events shall be and is hereby declared to be an "Event of Default," to wit: (i) The failure of the City to deposit the Pledged Revenues to the Pledged Revenue Fund; (ii) The failure of the City to enforce the collection of the Assessments including the prosecution of foreclosure proceedings, in accordance with Section 7.2; (iii) Default in the performance or observance of any covenant, agreement or obligation of the City under this Indenture, other than a default under (iv) below, and the continuation thereof for a period of ninety (90) days after written notice specifying such default and requiring same to be remedied shall have been given to the City by the Trustee, which shall give such notice at the written request of the Owners of not less than fifty-one percent (51%) in principal amount of the Bonds then Outstanding; provided, however, if the default stated in the notice is capable of cure but cannot reasonably be cured within the applicable period, the City shall be entitled to a further extension of time reasonably necessary to remedy such default so long as corrective action is instituted by the City within the applicable period and is diligently pursued until such failure is corrected, but in no event for a period of time of more than one hundred eighty (180) days after such notice; and

(iv) The failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable and such failure is not remedied within thirty (30) days thereafter. Section 11.2. Immediate Remedies for Default. (a) Subject to Article VIII, upon the happening and continuance of any of the Events of Default described in Section 11.1, then and in every such case the Trustee may proceed, and upon the written request of the Owners of not less than fifty-one percent (51%) in principal amount of the Bonds then Outstanding hereunder shall proceed, to protect and enforce the rights of the Owners under this Indenture, by action seeking mandamus or by other suit, action, or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief to the extent permitted by Applicable Laws, including, but not limited to, the specific performance of any covenant or agreement contained herein, or injunction; provided, however, that no action for money damages against the City may be sought or shall be permitted. (b) PURSUANT TO SECTION 11.7, THE PRINCIPAL OF THE BONDS SHALL NOT BE SUBJECT TO ACCELERATION UNDER ANY CIRCUMSTANCES. (c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect to Outstanding Bonds, in the selection of Trust Estate assets to be used in the payment of Bonds due

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under this Article, the City shall determine, in its absolute discretion, and shall instruct the Trustee by City Directive, which Trust Estate assets shall be applied to such payment and shall not be liable to any Owner or other Person by reason of such selection and application. In the event that the City shall fail to deliver to the Trustee such City Directive, the Trustee shall select and liquidate or sell Trust Estate assets as provided in the following paragraph, and the Trustee shall not be liable to any Owner, or other Person, or the City by reason of the following selection process, liquidation or sale. (d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of and whether other remedies authorized under this Indenture shall have been pursued in whole or in part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title, interest, claim and demand thereto and the right of redemption thereof, in one or more parts, at any such place or places, and at such time or times and upon such notice and terms, specifically in inverse order of value pursuant to a certified appraisal or real or personal property or market value of investments as set forth in the United States Stock Exchange, and as may be required by law and apply the proceeds thereof in accordance with the provisions of this Section. Upon such sale, the Trustee may make and deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the same, which sale shall be a perpetual bar both at law and in equity against the City, and all other Persons claiming such properties. No purchaser at any sale shall be bound to see to the application of the purchase money proceeds thereof or to inquire as to the authorization, necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary or, in the judgement of the Trustee, proper for the purpose which may be designated in such request. Section 11.3. Restriction on Owner's Action. (a) No Owner shall have any right to institute any action, suit or proceeding at law or in equity for the enforcement of this Indenture or for the execution of any trust thereof or any other remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee has received prior notice in writing as provided in Section 11.1, (ii) such default has become an Event of Default and the Owners of not less than fifty-one percent (51%) of the aggregate principal amount of the Bonds then Outstanding have made written request to the Trustee directing the Trustee to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, (iii) the Owners have furnished to the Trustee written evidence of indemnity as provided in Section 9.2, (iv) the Trustee has for 60 days after such prior written notice failed or refused to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its own name, (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Owners of not less than fifty-one percent (51%) of the aggregate principal amount of the Bonds then Outstanding, and (vi) notice of such action, suit, or proceeding is given to the Trustee; however, no one or more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb, or prejudice this Indenture by its, his or their action or to enforce any right hereunder except in the manner provided herein, and that all proceedings at law or in equity shall be instituted and maintained in the manner provided herein and for the equal benefit of the Owners of all Bonds then Outstanding. The notification, request and furnishing of indemnity set forth above shall be conditions precedent to the execution of the

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powers and trusts of this Indenture and to any action or cause of action for the enforcement of this Indenture or for any other remedy hereunder. (b) Subject to Article VIII, nothing in this Indenture shall affect or impair the right of any Owner to enforce, by action at law, payment of any Bond at and after the maturity thereof, or on the date fixed for redemption or the obligation of the City to pay each Bond issued hereunder to the respective Owners thereof at the time and place, from the source and in the manner expressed herein and in the Bonds. (c) In case the Trustee or any Owners of Bonds shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or any Owners of Bonds, then and in every such case the City, the Trustee and the Owners of Bonds shall be restored to their former positions and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 11.4. Application of Revenues and Other Moneys After Default. (a) All moneys, securities, funds and Pledged Revenues and the income therefrom received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the cost and expenses of the proceedings resulting in the collection of such amounts, the expenses (including its counsel), liabilities, and advances incurred or made by the Trustee and the fees of the Trustee in carrying out this Indenture, during the continuance of an Event of Default, notwithstanding Section 11.2, be applied by the Trustee, on behalf of the City, to the payment of interest and principal or Redemption Price then due on Bonds, as follows:

FIRST: To the payment to the Owners entitled thereto all installments of interest then due in the direct order of maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment, then to the payment thereof ratably, according to the amounts due on such installment, to the Owners entitled thereto, without any discrimination or preference; and SECOND: To the payment to the Owners entitled thereto of the unpaid principal of Outstanding Bonds, or Redemption Price of any Bonds which shall have become due, whether at maturity or by call for redemption, in the direct order of their due dates and, if the amounts available shall not be sufficient to pay in full all the Bonds due on any date, then to the payment thereof ratably, according to the amounts of principal due and to the Owners entitled thereto, without any discrimination or preference.

Following its receipt of written directions from the City to make the payments described in this paragraph, the Trustee shall make payments to the Owners of Bonds pursuant to this Section 11.4 within 30 days of receipt of such good and available funds, and the record date shall be the date the Trustee receives such good and available funds. (b) In the event funds are not adequate to cure any of the Events of Default described in Section 11.1, the available funds shall be allocated to the Bonds that are Outstanding in proportion to the quantity of Bonds that are currently due and in default under the terms of this Indenture.

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(c) The restoration of the City to its prior position after any and all defaults have been cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under this Indenture or impair any right consequent thereon. Section 11.5. Effect of Waiver. No delay or omission of the Trustee, or any Owner, to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee or the Owners, respectively, may be exercised from time to time and as often as may be deemed expedient. Section 11.6. Evidence of Ownership of Bonds. (a) Any request, consent, revocation of consent or other instrument which this Indenture may require or permit to be signed and executed by the Owners of Bonds may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of any instrument appointing any such attorney, or the holding by any Person of the Bonds shall be sufficient for any purpose of this Indenture (except as otherwise herein expressly provided) if made in the following manner:

(i) The fact and date of the execution of such instruments by any Owner of Bonds or the duly appointed attorney authorized to act on behalf of such Owner may be provided by a guarantee of the signature thereon by a bank or trust company or by the certificate of any notary public or other officer authorized to take acknowledgments of deeds, that the Person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such signature guarantee, certificate, or affidavit shall also constitute sufficient proof of his authority.

(ii) The ownership of Bonds and the amount, numbers and other identification and date of holding the same shall be proved by the Register.

(b) Except as otherwise provided in this Indenture with respect to revocation of a consent, any request or consent by an Owner of any Bond shall bind all future Owners of the same Bond in respect of anything done or suffered to be done by the City or the Trustee in accordance therewith. Section 11.7. No Acceleration. In the event of the occurrence of an Event of Default under Section 11.1, the right of acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of acceleration under this Indenture is expressly denied.

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Section 11.8. Mailing of Notice. Any provision in this Article for the mailing of a notice or other document to Owners shall be fully complied with if it is mailed, first class postage prepaid, only to each Owner at the address appearing upon the Register. Section 11.9. Exclusion of Bonds. Bonds owned or held by or for the account of the City will not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds provided for in this Indenture, and the City shall not be entitled with respect to such Bonds to give any consent or take any other action provided for in this Indenture.

ARTICLE XII

GENERAL COVENANTS AND REPRESENTATIONS

Section 12.1. Representations as to Pledged Revenues. (a) The City represents and warrants that it is authorized by Applicable Laws to authorize and issue the Bonds, to execute and deliver this Indenture and to pledge the Pledged Revenues in the manner and to the extent provided in this Indenture, and that the Pledged Revenues are and will be and remain free and clear of any pledge, lien, charge, or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or authorized by this Indenture except as expressly provided herein. (b) The City shall at all times, to the extent permitted by Applicable Laws, defend, preserve and protect the pledge of the Pledged Revenues and all the rights of the Owners and the Trustee, under this Indenture against all claims and demands of all Persons whomsoever. (c) Subject to Section 7.2(d), the City will take all steps reasonably necessary and appropriate, and will provide written direction to the Trustee to take all steps reasonably necessary and appropriate to collect all delinquencies in the collection of the Assessments and any other amounts pledged to the payment of the Bonds to the fullest extent permitted by the PID Act and other Applicable Laws. Section 12.2. General. The City shall do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the City under the provisions of this Indenture.

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ARTICLE XIII

SPECIAL COVENANTS

Section 13.1. Further Assurances; Due Performance. (a) At any and all times the City will duly execute, acknowledge and deliver, or will cause to be done, executed and delivered, all and every such further acts, conveyances, transfers, and assurances in a manner as the Trustee shall reasonably require for better conveying, transferring, pledging, and confirming unto the Trustee, all and singular, the revenues, Funds, Accounts and properties constituting the Pledged Revenues, and the Trust Estate hereby transferred and pledged, or intended so to be transferred and pledged. (b) The City will duly and punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and performed, contained in this Indenture. Section 13.2. Other Obligations or Other Liens; Refunding Bonds. (a) The City reserves the right to issue obligations under other indentures, assessment ordinances, or similar agreements or other obligations which do not constitute or create a lien on the Trust Estate and are not payable from Pledged Revenues. (b) Other than Refunding Bonds issued to refund all or a portion of the Bonds, the City will not create or voluntarily permit to be created any debt, lien or charge on the Trust Estate, and will not do or omit to do or suffer to be done or omit to be done any matter or things whatsoever whereby the lien of this Indenture or the priority hereof might or could be lost or impaired; and further covenants that it will pay or cause to be paid or will make adequate provisions for the satisfaction and discharge of all lawful claims and demands which if unpaid might by law be given precedence over or any equality with this Indenture as a lien or charge upon the Pledged Revenues or Pledged Funds; provided, however, that nothing in this Section shall require the City to apply, discharge, or make provision for any such lien, charge, claim, or demand so long as the validity thereof shall be contested by it in good faith, unless thereby, in the opinion of counsel to the Trustee, the same would endanger the security for the Bonds. (c) Notwithstanding any contrary provision of this Indenture, the City shall not issue additional bonds, notes or other obligations under this Indenture, secured by any pledge of or other lien or charge on the Pledged Revenues or other property pledged under this Indenture, other than Refunding Bonds. The City reserves the right to issue Refunding Bonds, the proceeds of which would be utilized to refund all or any portion of the Outstanding Bonds or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds, as authorized by the laws of the State. In addition, the City reserves the right to issue Additional Obligations as described below, which Additional Obligations will not be secured by the Trust Estate. (d) The City reserves the right to issue Additional Obligations to finance the cost of future local improvements within a proposed development area or phase (or a portion thereof) in the District as the development proceeds. Such Additional Obligations will be secured by separate assessments levied on the future development area and will be reflected in an amended and restated service and assessment plan. The proposed development area projects will be identified and the

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determination of their cost will be deferred until a later date, and will be reflected in an amended and restated service and assessment plan. The City may but is under no obligation to issue Additional Obligations, including for future development areas or phases in the District, for any purpose permitted by the PID Act and in accordance with the conditions set forth in this Section. Section 13.3. Books of Record. (a) The City shall cause to be kept full and proper books of record and accounts, in which full, true and proper entries will be made of all dealings, business and affairs of the City, which relate to the Pledged Revenues, the Pledged Funds, and the Bonds. (b) The Trustee shall have no responsibility with respect to the financial and other information received by it pursuant to this Section 13.3 except to receive and retain same, subject to the Trustee's document retention policies, and to distribute the same in accordance with the provisions of this Indenture.

ARTICLE XIV

PAYMENT AND CANCELLATION OF THE BONDS AND SATISFACTION OF THE INDENTURE

Section 14.1. Trust Irrevocable. The trust created by the terms and provisions of this Indenture is irrevocable until the Bonds secured hereby are fully paid or provision is made for their payment as provided in this Article. Section 14.2. Satisfaction of Indenture. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Owners, principal of and interest on all of the Bonds, at the times and in the manner stipulated in this Indenture, and all amounts due and owing with respect to the Bonds have been paid or provided for, then the pledge of the Trust Estate and all covenants, agreements, and other obligations of the City to the Owners of such Bonds, shall thereupon cease, terminate, and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the City copies of all such documents as it may have evidencing that principal of and interest on all of the Bonds has been paid so that the City may determine if this Indenture is satisfied; if so, the Trustee shall pay over or deliver all moneys held by it in the Funds and Accounts held hereunder to the Person entitled to receive such amounts, or, if no Person is entitled to receive such amounts, then to the City. Section 14.3. Bonds Deemed Paid. (a) Any Outstanding Bonds shall, prior to the Stated Maturity or redemption date thereof, be deemed to have been paid and no longer Outstanding within the meaning of this Indenture (a "Defeased Debt"), and particularly this Article XIV, when payment of the principal of, premium, if any, on such Defeased Debt, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, redemption, or otherwise), either (1) shall have been made in accordance with the terms thereof, or (2) shall have been provided by irrevocably depositing with the Trustee, in trust, and irrevocably set aside exclusively for such payment, (A) money sufficient to make such payment or (B) Defeasance Securities, certified by an independent public

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accounting firm of national reputation to mature as to principal and interest in such amount and at such times as will insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. Neither Defeasance Securities nor moneys deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest on the Bonds. Any cash received from such principal of and interest on such Defeasance Securities deposited with the Trustee, if not then needed for such purpose, shall be reinvested in Defeasance Securities as directed by the City maturing at times and in amounts sufficient to pay when due the principal of and interest on the Bonds on and prior to such redemption date or maturity date thereof, as the case may be. Any payment for Defeasance Securities purchased for the purpose of reinvesting cash as aforesaid shall be made only against delivery of such Defeasance Securities.

(b) Any determination not to redeem Defeased Debt that is made in conjunction with the payment arrangements specified in Sections 14.3(a)(1) or 14.3(a)(2) shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the Defeased Debt for redemption; (2) the City gives notice of the reservation of that right to the Owners of the Defeased Debt immediately following the defeasance; (3) the City directs that notice of the reservation be included in any defeasance or redemption notices that it authorizes; and (4) at or prior to the time of the redemption, the City satisfies the conditions of clause (a) of this Section 14.3 with respect to such Defeased Debt as though it was being defeased at the time of the exercise of the option to redeem the Defeased Debt, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the Defeased Debt.

(c) Until all Defeased Debt shall have become due and payable, the Trustee and the

Paying Agent/Registrar each shall perform the services of Trustee and Paying Agent/Registrar for such Defeased Debt the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Indenture.

ARTICLE XV

MISCELLANEOUS

Section 15.1. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any Person other than the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Trustee. Section 15.2. Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the City or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

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Section 15.3. Execution of Documents and Proof of Ownership by Owners. (a) Any request, declaration, or other instrument which this Indenture may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys duly appointed in writing. (b) Except as otherwise expressly provided herein, the fact and date of the execution by any Owner or his attorney of such request, declaration, or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the Person signing such request, declaration, or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. (c) Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number, and date of holding the same shall be proved by the Register. (d) Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Trustee in good faith and in accordance therewith. Section 15.4. No Waiver of Personal Liability. No member, officer, agent, or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent, or employee from the performance of any official duty provided by law. Section 15.5. Notices to and Demands on City and Trustee. (a) Except as otherwise expressly provided herein, all notices or other instruments required or permitted under this Indenture shall be in writing and shall be faxed, delivered by hand, or mailed by first class mail, postage prepaid, and addressed as follows:

If to the City City of Princeton, Texas Attn: City Manager 123 W. Princeton Drive Princeton, Texas 75407 with a copy to: McCall, Parkhurst & Horton LLP Attn: Jeff Gulbas 717 North Harwood, Suite 900 Dallas, Texas 75201

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If to the Trustee and initially acting in the capacity of Paying Agent/Registrar

Regions Bank 3773 Richmond Ave., Suite 1100 Houston, Texas 77046 Attn: Corporate Trust with a copy to: McGuire, Craddock & Strother, P.C. Attn: Susan Mills Cipione 500 N. Akard, Suite 2200 Dallas, Texas 75201

(b) Any such notice, demand, or request may also be transmitted to the appropriate party by telegram or telephone and shall be deemed to be properly given or made at the time of such transmission if, and only if, such transmission of notice shall be confirmed in writing and sent as specified above. (c) Any of such addresses may be changed at any time upon written notice of such change given to the other party by the parry effecting the change. Notices and consents given by mail in accordance with this Section shall be deemed to have been given five Business Days after the date of dispatch; notices and consents given by any other means shall be deemed to have been given when received. (d) The Trustee shall mail to each Owner of a Bond notice of (1) any substitution of the Trustee; or (2) the redemption or defeasance of all Bonds Outstanding. Section 15.6. Partial Invalidity. If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The City hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that anyone or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid, or unenforceable. Section 15.7. Applicable Laws. This Indenture shall be governed by and enforced in accordance with the laws of the State applicable to contracts made and performed in the State. Section 15.8. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Indenture is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next

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succeeding day that is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date. Section 15.9. Counterparts. This Indenture may be executed in counterparts, each of which shall be deemed an original. Section 15.10. No Boycott of Israel; No Terrorist Organization.

(a) The Trustee hereby represents that it does not Boycott Israel (as such term is defined in Section 2271.001, Texas Government Code, as amended) and, subject to or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C. Section 4607, the Trustee hereby agrees not to Boycott Israel during the term of this Indenture, which for the purposes of this section shall mean the end of the underwriting period unless this Indenture is terminated in accordance with the provisions hereof. (b) The Trustee represents that, to the extent this Indenture constitutes a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code, and except to the extent otherwise required by applicable Federal law, the Trustee, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Trustee is a company, as defined in Section 806.001, Texas Government Code, listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code on the following website: https://comptroller.texas.gov/purchasing/publications/divestment.php.

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IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture of Trust to be executed as of the date hereof. CITY OF PRINCETON, TEXAS By: ___________________________ Mayor Attest: _________________________ City Secretary (CITY SEAL)

City Signature Page to Indenture of Trust

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REGIONS BANK as Trustee By: ___________________________ Authorized Officer

Trustee Signature Page to Indenture of Trust

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EXHIBIT A

CERTIFICATE FOR PAYMENT

The undersigned is an agent for D.R. Horton – Texas, Ltd. (the "Developer") and requests payment to the Developer (or to the person designated by the Developer) from the ______________ Account of the Project Fund from ___________________________ (the "Trustee") in the amount of ________________________ ($_____________)for costs incurred in the establishment, administration, and operation of the Winchester Public Improvement District (the "District") and costs incurred for the creation, acquisition and construction of the Phase 1 and 2 Authorized Improvements, as follows. Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Indenture of Trust by and between the City and the Trustee dated as of July 1, 2020 relating to the "CITY OF PRINCETON, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (WINCHESTER PUBLIC IMPROVEMENT DISTRICT PHASE 1 AND 2 PROJECT)" (the "Indenture"). In connection to the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certificate for Payment on behalf of the Developer, and is knowledgeable as to the matters set forth herein.

2. The payment requested for the below referenced establishment, administration, and operation of the District at the time of the delivery of the Bonds have not been the subject of any prior payment request submitted to the City. The payment requested for the below referenced Phase 1 and 2 Authorized Improvements has not been the subject of any prior payment request submitted for the same work to the City or, if previously requested, no disbursement was made with respect thereto.

3. The amount listed for the below costs is a true and accurate representation of the costs associated with the establishment, administration and operation of the District at the time of the delivery of the Bonds, and such costs are in compliance with the Service and Assessment Plan. The amount listed for the Phase 1 and 2 Authorized Improvements below is a true and accurate representation of the actual Costs associated with the creation, acquisition, or construction of said Phase 1 and 2 Authorized Improvements, and such costs are consistent with the Service and Assessment Plan.

4. The Developer is in compliance with the terms and provisions of the Indenture, the Developer Continuing Disclosure Agreement and the Service and Assessment Plan.

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5. All conditions set forth in the Indenture for the payment hereby requested have been satisfied.

6. The work with respect to the Phase 1 and 2 Authorized Improvements referenced below (or its completed segment) has been completed, and the City has inspected such Phase 1 and 2 Authorized Improvements (or its completed segment).

7. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review.

Payments requested hereunder shall be made as directed below: Attached hereto are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments. Also attached hereto are "bills paid" affidavits and supporting documentation in the standard form for City construction projects.

[Information regarding Payee, amount, and deposit instructions attached] I hereby declare that the above representations and warranties are true and correct.

D.R. HORTON – TEXAS, LTD.

By:____________________________ Name:__________________________ Title:___________________________

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APPROVAL OF REQUEST BY CITY

The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate for Payment, and finds the Certificate for Payment to be in order. After reviewing the Certificate for Payment, the City approves the Certificate for Payment and hereby directs payments to be made from the applicable account by the Trustee as described in the Certificate for Payment.


By: ____________________ Name: ____________________ Title: ____________________

Date: ____________

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EXHIBIT B


See attached

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Sel to t$4,905,000 CITY OF PRINCETON, TEXAS,

SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (WINCHESTER PUBLIC IMPROVEMENT DISTRICT PHASES 1 AND 2 PROJECT)


June 22, 2020

City of Princeton, Texas 123 West Princeton Rd. Princeton, Texas 75407 Ladies and Gentlemen:

The undersigned, FMSbonds, Inc. (the “Underwriter”), offers to enter into this Bond Purchase Agreement (this “Agreement”) with the City of Princeton, Texas (the “City”), which will be binding upon the City and the Underwriter upon the acceptance of this Agreement by the City. This offer is made subject to its acceptance by the City by execution of this Agreement and its delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the City at any time prior to the acceptance hereof by the City. All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Indenture (defined herein) between the City and Regions Bank, as trustee (the “Trustee”), authorizing the issuance of the Bonds (defined herein), and in the Limited Offering Memorandum (defined herein).

1. Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $4,905,000.00 aggregate principal amount of the “City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Winchester Public Improvement District Phases 1 and 2 Project)” (the “Bonds”), at a purchase price of $_________ (representing the aggregate principal amount of the Bonds less an Underwriter’s discount of $_________).

Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the City and the Underwriter and the Underwriter has financial and other interests that differ from any other party to this Agreement, (ii) in connection

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therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which have been received by the City. The City further acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City regarding the expenditure of Bond proceeds and the construction of the Phases 1 and 2 Improvements (as defined in the Service and Assessment Plan) financed with the Bonds and, in connection with such discussions, the Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City.

The Bonds shall be dated July 1, 2020 and shall have the maturities and redemption features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for and delivery of the Bonds, and the other actions described herein, shall take place on July 14, 2020 (or such other date as may be agreed to by the City and the Underwriter) (the “Closing Date”).

2. Authorization Instruments and Law. The Bonds were authorized by an Ordinance enacted by the City Council of the City (the “City Council”) on June 22, 2020 (the “Bond Ordinance”) and shall be issued pursuant to the provisions of Subchapter A of Chapter 372, Texas Local Government Code, as amended (the “Act”), and the Indenture of Trust, dated as of July 1, 2020, between the City and the Trustee, authorizing the issuance of the Bonds (the “Indenture”). The Bonds shall be substantially in the form described in, and shall be secured under the provisions of, the Indenture.

The Bonds and interest thereon shall be secured by the proceeds of special assessments (the “Assessments”) levied on the assessable parcels within Phases 1 and 2 of the Winchester Public Improvement District (the “District”). The District was established by Resolution No. 2019-01-14-R-01 (the “Creation Resolution”), enacted by the City Council on January 14, 2019, in accordance with the Act. The City has approved an Amended and Restated Service and Assessment Plan (the “Service and Assessment Plan”) which sets forth the costs of the Phases 1 and 2 Improvements and the method of payment of the Assessments levied against assessable property located within Phase 1 of the District pursuant to an ordinance adopted by the City Council on October 15, 2019 (the “Phase 1 Assessment Ordinance”), and against assessable property located within Phase 2 of the District pursuant to an ordinance adopted by the City Council on June 8, 2020 (the “Phase 2 Assessment Ordinance” and, together with the Phase 1 Assessment Ordinance, the “Assessment Ordinances,” and, together with the Creation Resolution, the Indenture and the Bond Ordinance, the “Authorizing Documents”).

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The Bonds shall be as described in Schedule I, the Indenture, and the Limited Offering Memorandum. The proceeds of the Bonds shall be used for (i) financing the costs of the Phases 1 and 2 Improvements (as defined in the Indenture) that will benefit the District, (ii) funding a reserve fund for the payment of principal of and interest on the Bonds, (iii) paying a portion of the costs incidental to the organization of the District, and (iv) paying the costs of issuing the Bonds

3. Limited Public Offering. The Underwriter agrees to make a bona fide limited public offering of all of the Bonds. On or before the fifth (5th) business day prior to Closing, the Underwriter shall execute and deliver to Bond Counsel the Issue Price Certificate, in substantially the form attached hereto as Appendix B.

4. Limited Offering Memorandum.

(a) Delivery of Limited Offering Memorandum. The City previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Limited Offering Memorandum for the Bonds dated June 9, 2020 (the “Preliminary Limited Offering Memorandum”), in a “designated electronic format,” as defined in the Municipal Securities Rulemaking Board (“MSRB”) Rule G-32 (“Rule G-32”). The City will prepare, or cause to be prepared, a final Limited Offering Memorandum relating to the Bonds (the “Limited Offering Memorandum”) which will be (i) dated the date of this Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission’s Rule 15c2-12, as amended (“Rule 15c2-12”), (iii) in a “designated electronic format,” and (iv) substantially in the form of the most recent version of the Preliminary Limited Offering Memorandum provided to the Underwriter before the execution hereof. The Limited Offering Memorandum, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds are collectively referred to herein as the “Limited Offering Memorandum.” Until the Limited Offering Memorandum has been prepared and is available for distribution, the City shall provide to the Underwriter sufficient quantities (which may be in electronic format) of the Preliminary Limited Offering Memorandum as the Underwriter deems necessary to satisfy the obligation of the Underwriter under Rule 15c2-12 with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Limited Offering Memorandum.

(b) Preliminary Limited Offering Memorandum Deemed Final. The Preliminary Limited Offering Memorandum has been prepared for use by the Underwriter in connection with the offering, sale, and distribution of the Bonds. The City hereby represents and warrants that the Preliminary Limited Offering Memorandum has been deemed final by the City as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12.

(c) Use of Limited Offering Memorandum in Offering and Sale. The City hereby authorizes the Limited Offering Memorandum and the information therein

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contained to be used by the Underwriter in connection with the offering and the sale of the Bonds. The City consents to the use by the Underwriter prior to the date hereof of the Preliminary Limited Offering Memorandum in connection with the offering of the Bonds. The City shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the City’s acceptance of this Agreement (but, in any event, not later than the earlier of the Closing Date or seven (7) business days after the City’s acceptance of this Agreement) copies of the Limited Offering Memorandum which is complete as of the date of its delivery to the Underwriter. The City shall provide the Limited Offering Memorandum, or cause the Limited Offering Memorandum to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB.

(d) Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than the 25th day after the “end of the underwriting period” for the Bonds), the City becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City will forthwith prepare and furnish, at no expense to the Underwriter (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City in accordance herewith, (i) the City makes no representations with respect to the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York (“DTC”), or its book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan and Status of Development,” “BOOK-ENTRY ONLY SYSTEM,” “THE PHASES 1 AND 2 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Phases 1 and 2 Improvements and the Development), “THE ASSESSMENT

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CONSULTANT AND PID ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE TRUSTEE.” If such notification shall be subsequent to the Closing, the City, at no expense to the Underwriter, shall furnish such legal opinions, certificates, instruments, and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB.

(e) Filing with MSRB. The Underwriter hereby agrees to timely file the Limited Offering Memorandum with the MSRB through its Electronic Municipal Market Access (“EMMA”) system within one business day after receipt but no later than the Closing Date. Unless otherwise notified in writing by the Underwriter, the City can assume that the “end of the underwriting period” for purposes of Rule 15c2-12 is the Closing Date.

(f) Limited Offering. The Underwriter hereby represents, warrants and covenants that the Bonds were initially sold pursuant to a limited offering. The Bonds were sold to not more than thirty-five persons that qualify as “Accredited Investors” (as defined in Rule 501 of Regulation D under the Securities Act (as defined herein)) or “Qualified Institutional Buyers” (within the meaning of Rule 144A under the Securities Act).

5. City Representations, Warranties and Covenants. The City represents, warrants and covenants that:

(a) Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the “State”), and has, and at the Closing Date will have, full legal right, power and authority:

(i) to enter into:

(1) this Agreement;

(2) the Indenture;

(3) the Winchester Development Agreement executed and delivered by the City and D.R. Horton – Texas, Ltd., (the “Developer”), effective January 14, 2019 as amended by the First Amendment to Winchester Development Agreement effective October 15, 2019 (the “Development Agreement”);

(4) The Winchester Reimbursement Agreement relating to the District dated as of August 12, 2019, executed and delivered by the City and the Developer (the “Reimbursement Agreement”);

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(5) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of July 1, 2020 (the “City Continuing Disclosure Agreement”), executed and delivered by the City, 30 Three Sixty Public Finance (the “Administrator”), and HTS Continuing Disclosure Services, a Division of Hilltop Securities, Inc., as Dissemination Agent;

(ii) to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and

(iii) to carry out and consummate the transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Development Agreement, (4) the Reimbursement Agreement, (5) the City Continuing Disclosure Agreement, (6) the Limited Offering Memorandum, and (7) any other documents and certificates described in any of the foregoing (the documents described by subclauses (1) through (7) being referred to collectively herein as the “City Documents”).

(b) Due Authorization and Approval of City. By all necessary official action of the City, the City has duly authorized and approved the adoption or execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the City Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded, except as may have been approved by the Underwriter. When validly executed and delivered by the other parties thereto, the City Documents will constitute the legally valid and binding obligations of the City enforceable upon the City in accordance with their respective terms, except insofar as enforcement may be limited by principles of sovereign immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or affecting creditors’ rights generally. The City has complied, and will at the Closing (as defined herein) be in compliance, in all material respects, with the obligations on its part to be performed on or prior to the Closing Date under the City Documents.

(c) Due Authorization for Issuance of the Bonds. The City has duly authorized the issuance and sale of the Bonds pursuant to the Bond Ordinance, the Indenture, and the Act. The City has, and at the Closing Date will have, full legal right, power and authority (i) to enter into, execute, deliver, and perform its obligations under this Agreement and the other City Documents, (ii) to issue, sell and, deliver the Bonds to the Underwriter pursuant to the Indenture, the Bond Ordinance, the Act, and as provided herein, and (iii) to carry out, give effect to and consummate the transactions on the part of the City described by the City Documents and the Bond Ordinance.

(d) No Breach or Default. As of the time of acceptance hereof, and to the best of its knowledge, the City is not, and as of the Closing Date the City will not be, in material breach of or in default in any material respect under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement,

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bond, note, resolution, ordinance, agreement or other instrument related to the Bonds and to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default or event could have a material adverse effect on the City’s ability to perform its obligations under the Bonds or the City Documents; and, as of such times, the authorization, execution and delivery of the Bonds and the City Documents and compliance by the City with obligations on its part to be performed in each of such agreements or instruments does not and will not conflict with or constitute a material breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties are bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties securing the Bonds or under the terms of any such law, regulation or instrument, except as may be permitted by the City Documents.

(e) No Litigation. At the time of acceptance hereof there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an “Action”) pending against the City with respect to which the City has been served with process, nor to the knowledge of the City is any Action threatened against the City, in which any such Action (i) in any way questions the existence of the City or the rights of the members of the City Council to hold their respective positions, (ii) in any way questions the formation or existence of the District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the City Documents or the consummation of the transactions on the part of the City described therein, or contests the exclusion of the interest on the Bonds from federal income taxation, or (iv) which may result in any material adverse change in the financial condition of the City; and, as of the time of acceptance hereof, to the City’s knowledge, there is no basis for any action, suit, proceeding, inquiry, or investigation of the nature described in clauses (i) through (iv) of this sentence.

(f) Bonds Issued Pursuant to Indenture. The City represents that the Bonds, when issued, executed, and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the security of the pledge of the proceeds of the levy of the Assessments received by the City, all to the extent provided for in the Indenture. The Indenture creates a valid pledge of the monies in certain funds and accounts established pursuant to the Indenture to the extent provided for in the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein.

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(g) Assessments. The Assessments constituting the security for the Bonds have been levied by the City in accordance with the Act on those parcels of land identified in the Amended and Restated Assessment Roll (as defined in the Service and Assessment Plan). According to the Act, such Assessments constitute a valid and legally binding first and prior lien against the properties assessed, superior to all other liens and claims, except liens or claims for state, county, school district, or municipality ad valorem taxes.

(h) Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency, or commission having jurisdiction in the matters which are required by the Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the City of, its obligations in connection with the City Documents have been duly obtained or made and are in full force and effect, except the approval of the Bonds by the Attorney General of the State, registration of the Bonds by the Comptroller of Public Accounts of the State, and the approvals, consents and orders as may be required under Blue Sky or securities laws of any jurisdiction.

(i) Public Debt. Prior to the Closing, the City will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Assessments which secure the Bonds without the prior approval of the Underwriter.

(j) Preliminary Limited Offering Memorandum. The information contained in the Preliminary Limited Offering Memorandum is true and correct in all material respects, and such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of DTC, or its book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan and Status of Development,” “BOOK-ENTRY ONLY SYSTEM,” “THE PHASES 1 AND 2 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Phases 1 and 2 Improvements and the Development), “THE ASSESSMENT CONSULTANT AND PID ADMINISTRATOR,”“LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE TRUSTEE.”

(k) Limited Offering Memorandum. At the time of the City’s acceptance hereof and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) of Section 4 of this Agreement) at all times subsequent thereto during the period up to and including the 25th day subsequent to the “end of the underwriting period,” the information contained in the Limited Offering Memorandum

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does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of DTC, or its book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan and Status of Development,” “BOOK-ENTRY ONLY SYSTEM,” “THE PHASES 1 AND 2 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Phases 1 and 2 Improvements and the Development), “THE ASSESSMENT CONSULTANT AND PID ADMINISTRATOR,” “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE TRUSTEE;” and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 4(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-current form shall be conclusively deemed to be complete and correct in all material respects.

(l) Supplements or Amendments to Limited Offering Memorandum. If the Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of Section 4 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the 25th day subsequent to the “end of the underwriting period,” the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 4(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-current form shall be conclusively deemed to be complete and correct in all material respects.

(m) Compliance with Rule 15c2-12. During the past five years, the City has complied in all material respects with its previous continuing disclosure undertakings made by it in accordance with Rule 15c2-12, except as described in the Limited Offering Memorandum.

(n) Use of Bond Proceeds. The City will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Indenture and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds.

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(o) Blue Sky and Securities Laws and Regulations. The City will furnish such information and execute such instruments and take such action in cooperation with the Underwriter as the Underwriter may reasonably request, at no expense to the City, (i) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriter may designate and (z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (ii) to continue such qualifications in effect so long as required for the initial distribution of the Bonds by the Underwriter (provided, however, that the City will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately of receipt by the City of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose.

(p) Certificates of the City. Any certificate signed by any official of the City authorized to do so in connection with the transactions described in this Agreement shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein and can be relied upon by the Underwriter as to the statements made therein.

(q) Intentional Actions Regarding Representations and Warranties. The City covenants that between the date hereof and the Closing it will not intentionally take actions which will cause the representations and warranties made in this Section to be untrue as of the Closing.

(r) Financial Advisor. The City has engaged Hilltop Securities Inc., as its financial advisor in connection with its offering and issuance of the Bonds.

By delivering the Limited Offering Memorandum to the Underwriter, the City shall be deemed to have reaffirmed, with respect to the Limited Offering Memorandum, the representations, warranties and covenants set forth above.

6. Developer Letter of Representations. At the signing of this Agreement, the City and Underwriter shall receive from the Developer, an executed Developer Letter of Representations (the “Developer Letter of Representations”) in the form of Appendix A hereto, and at the Closing, a certificate signed by the Developer as set for in Section 9(e) hereof.

7. The Closing. At 10:00 a.m., Central time, on the Closing Date, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the City and the Underwriter, (i) the City will deliver or cause to be delivered to DTC through its “FAST” System, the Bonds in the form of one fully registered Bond for each maturity, registered in the name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents hereinafter mentioned to McCall, Parkhurst & Horton, L.L.P. (“Bond Counsel”), or a place to be mutually agreed upon by the City and the Underwriter. Settlement will be through the facilities of DTC. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in federal funds payable to the order of the City or its

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designee. These payments and deliveries, together with the delivery of the aforementioned documents, are herein called the “Closing.” The Bonds will be made available to the Underwriter for inspection not less than twenty-four (24) hours prior to the Closing.

8. Underwriter’s Closing Conditions. The Underwriter has entered into this Agreement in reliance upon the representations and covenants herein and the performance by the City of its obligations under this Agreement, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Agreement to purchase, accept delivery of, and pay for the Bonds shall be conditioned upon the performance by the City of its obligations to be performed hereunder at or prior to Closing and shall also be subject to the following additional conditions:

(a) Bring-Down Representations of the City. The representations and covenants of the City contained in this Agreement shall be true and correct in all material respects as of the date hereof and at the time of the Closing, as if made on the Closing Date.

(b) Executed Agreements and Performance Thereunder. At the time of the Closing (i) the City Documents shall be in full force and effect, and shall not have been amended, modified, or supplemented except with the written consent of the Underwriter; (ii) the Authorizing Documents shall be in full force and effect; (iii) there shall be in full force and effect such other resolutions or actions of the City as, in the opinion of Bond Counsel and Counsel to the Underwriter, shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the City described in this Agreement and the City Documents; (iv) there shall be in full force and effect such other resolutions or actions of the Developer as, in the opinion of Coats Rose, P.C. (“Developer’s Counsel”), shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the Developer described in the Developer Letter of Representations, the Development Agreement, the Reimbursement Agreement, and the Continuing Disclosure Agreement of the Developer with respect to the Bonds, dated as of July 1, 2020 (the “Continuing Disclosure Agreement of the Developer,” and together with the Developer Letter of Representations, the Development Agreement, and the Reimbursement Agreement, the “Developer Documents”), executed and delivered by the Developer, Regions Bank, an Alabama state banking corporation, as dissemination agent, and 30 Three Sixty Public Finance and PID Administrator; and (v) the City shall perform or have performed its obligations required or specified in the City Documents to be performed at or prior to Closing.

(c) No Default. At the time of the Closing, no default shall have occurred or be existing and no circumstances or occurrences that, with the passage of time or giving of notice, shall constitute an event of default under this Agreement, the Indenture, the City Documents, the Developer Documents or other documents relating to the financing and construction of the Phases 1 and 2 Improvements and the Development, and the Developer shall not be in default in the payment of principal or interest on any of its indebtedness which default shall materially adversely impact the ability of such Developer to pay the Assessments when due.

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(d) Closing Documents. At or prior to the Closing, the Underwriter shall have received each of the documents required under Section 9 below.

(e) Termination Events. The Underwriter shall have the right to cancel its obligation to purchase the Bonds and to terminate this Agreement without liability therefor by written notification to the City if, between the date of this Agreement and the Closing, in the Underwriter’s sole and reasonable judgment, any of the following shall have occurred:

(i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by the occurrence of any of the following:

(1) legislation shall have been introduced in or enacted by the Congress of the United States or adopted by either House thereof, or legislation pending in the Congress of the United States shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice, or otherwise) by the President of the United States, the Treasury Department of the United States, or the Internal Revenue Service or legislation shall have been proposed for consideration by either the U.S. Senate Committee on Finance or the U.S. House of Representatives Committee on Ways and Means or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision by a court of the United States or the Tax Court of the United States shall be rendered or a ruling, regulation, or official statement (final, temporary, or proposed) by or on behalf of the Treasury Department of the United States, the Internal Revenue Service, or other federal agency shall be made, which would result in federal taxation of revenues or other income of the general character expected to be derived by the City or upon interest on securities of the general character of the Bonds or which would have the effect of changing, directly or indirectly, the federal income tax consequences of receipt of interest on securities of the general character of the Bonds in the hands of the holders thereof, and which in either case, makes it, in the reasonable judgment of the Underwriter, impracticable or inadvisable to proceed with the offer, sale, or delivery of the Bonds on the terms and in the manner described in the Limited Offering Memorandum; or

(2) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds,

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including all underlying obligations, as described herein or by the Limited Offering Memorandum, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect (the “Securities Act”), or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture Act”); or

(3) a general suspension of trading in securities on the New York Stock Exchange, the establishment of minimum prices on such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials authorized to do so; or

(4) there shall have occurred any outbreak of hostilities (including, without limitation, an act of terrorism) or other national or international calamity or crisis, including, but not limited to, an escalation of hostilities that existed prior to the date hereof, and the effect of any such event on the financial markets of the United States shall be such as would make it impracticable, in the reasonable judgment of the Underwriter, for it to sell the Bonds on the terms and in the manner contemplated by the Limited Offering Memorandum; or

(5) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the City, except as disclosed in or contemplated by the Limited Offering Memorandum; or

(6) any state blue sky or securities commission or other governmental agency or body in any state in which more than 10% of the Bonds have been offered and sold shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; or

(7) any amendment to the federal or state Constitution or action by any federal or state court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the City, its property, income, securities (or interest thereon), or the validity or enforceability of the Assessments to pay principal of and interest on the Bonds; or

(ii) the New York Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or

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increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; or

(iii) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Limited Offering Memorandum, or has the effect that the Limited Offering Memorandum contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, which change shall occur subsequent to the date of this Agreement and shall not be due to the malfeasance, misfeasance or nonfeasance of the Underwriter; or

(iv) any fact or event shall exist or have existed that, in the Underwriter’s reasonable judgment, requires or has required an amendment of or supplement to Limited Offering Memorandum; or

(v) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or

(vi) a material disruption in securities settlement, payment or clearance services shall have occurred; or

(vii) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the United States Securities and Exchange Commission (the “SEC”) or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Agreement or by the Limited Offering Memorandum, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws on the date of Closing, including the Securities Act, the Securities Exchange Act of 1934 (the “Securities Exchange Act”) and the Trust Indenture Act; or

(viii) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission, which prohibition shall occur subsequent to the date hereof and shall not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter.

With respect to the conditions described in subparagraphs (ii), (vii) and (viii) above, the Underwriter is not aware of any current, pending or proposed law or government inquiry or investigation as of the date of execution of this Agreement which would permit the Underwriter to invoke its termination rights hereunder.

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9. Closing Documents. At or prior to the Closing, the Underwriter shall receive the following documents:

(a) Bond Opinion. The approving opinion of Bond Counsel, dated the Closing Date and substantially in the form included as Appendix D to the Limited Offering Memorandum, together with a reliance letter from Bond Counsel, dated the date of the Closing and addressed to the Underwriter, which may be included in the supplemental opinion required by Section 9(b), to the effect that the foregoing opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it.

(b) Supplemental Opinion. A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the City and the Underwriter, in form and substance acceptable to counsel for the Underwriter, to the following effect:

(i) Except to the extent noted therein, Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements and information contained in the Limited Offering Memorandum but that such firm has reviewed the information describing the Bonds in the Limited Offering Memorandum under the captions or subcaptions “PLAN OF FINANCE — The Bonds”, “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS” (except for the last paragraph under the subcaption “General”), “ASSESSMENT PROCEDURES” (except for the subcaptions “Assessment Methodology” and “Assessment Amounts”), “THE DISTRICT,” “TAX MATTERS,” “LEGAL MATTERS — Legal Proceedings,” “LEGAL MATTERS — Legal Opinions,” “SUITABILITY FOR INVESTMENT,” “CONTINUING DISCLOSURE” (except for the subcaption “The City’s Compliance with Prior Undertakings” and “The Developer”), “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENT AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS” and APPENDIX B and Bond Counsel is of the opinion that the information relating to the Bonds and legal issues contained under such captions and subcaptions is an accurate and fair description of the laws and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Bond Ordinance and Indenture;

(ii) The Bonds are not subject to the registration requirements of the Securities Act, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act;

(iii) The City has full power and authority to adopt the Creation Resolution, the Assessment Ordinances, and the Bond Ordinance (collectively, the foregoing documents are referred to herein as the “City Actions”) and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded; and

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(iv) The Indenture, the Development Agreement, the Reimbursement Agreement, the City Continuing Disclosure Agreement, and this Agreement have been duly authorized, executed and delivered by the City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto, constitute the legal, valid, and binding agreements of the City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditors’ rights, or by the application of equitable principles if equitable remedies are sought and to the application of Texas law relating to governmental immunity applicable to local governmental entities.

(c) City Legal Opinion. An opinion of an attorney for the City, dated the Closing Date and addressed to the Underwriter, the City and the Trustee, with respect to matters relating to the City, substantially in the form of Appendix C hereto or in form otherwise agreed upon by the Underwriter.

(d) Opinion of Developer’s Counsel. An opinion of Developer’s Counsel, substantially in the form of Appendix D hereto, dated the Closing Date and addressed to the City, Bond Counsel, the Attorney for the City, the Underwriter, Underwriter’s Counsel and the Trustee.

(e) Developer Certificate. The certificate of the Developer dated as of the Closing Date, signed by an authorized officer of Developer in substantially the form of Appendix E hereto.

(f) City Certificate. A certificate of the City, dated the Closing Date, to the effect that, to the best of an authorized City official’s knowledge:

(i) the representations and warranties of the City contained herein and in the City Documents are true and correct in all material respects on and as of the Closing Date as if made on the date thereof;

(ii) the Authorizing Documents and City Documents are in full force and effect and have not been amended, modified, or supplemented;

(iii) except as disclosed in the Limited Offering Memorandum, no litigation or proceeding against the City is pending or, to the knowledge of such persons, threatened in any court or administrative body nor is there a basis for litigation which would (a) contest the right of the members or officials of the City to hold and exercise their respective positions, (b) contest the due organization and valid existence of the City or the establishment of the District, (c) contest the validity, due authorization and execution of the Bonds or the City Documents, or (d) attempt to limit, enjoin or otherwise restrict or prevent the City from levying and collecting the Assessments pledged to pay the principal of and interest on the Bonds, or the pledge thereof; and

(iv) the City has, to the best of such person’s knowledge, complied with all agreements and covenants and satisfied all conditions set forth in the City

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Documents, on its part to be complied with or satisfied hereunder at or prior to the Closing.

(g) Trustee’s Certificate. A certificate of the Trustee, dated the date of Closing, in form and substance acceptable to counsel for the Underwriter to the following effect:

(i) The Trustee is duly organized and validly existing as a state banking corporation organized under the laws of the State of Alabama, having the full power and authority, including trust powers, to accept and perform its duties under the Indenture; and

(ii) No consent, approval, authorization or other action by any governmental authority having jurisdiction over the Trustee that has not been obtained is or will be required for the authentication of the Bonds or the consummation by the Trustee of the other transactions contemplated to be performed by the Trustee in connection with the authentication of the Bonds and the acceptance and performance of the obligations created by the Indenture.

(h) Underwriter Counsel’s Opinion. An opinion, dated the Closing Date and addressed to the Underwriter, of Winstead PC, counsel to the Underwriter, to the effect that:

(i) based on (A) such counsel’s review of the Bond Ordinance, the Indenture, and the Limited Offering Memorandum; (B) its discussions with Bond Counsel and with the Underwriter; (C) its review of the documents, certificates, opinions and other instruments delivered at the closing of the sale of the Bonds on the date hereof; and (D) such other matters as it deems relevant, such counsel is of the opinion that the Bonds are exempt securities under the Securities Act, and the Trust Indenture Act, and it is not necessary, in connection with the offering and sale of the Bonds, to register the Bonds under the Securities Act and the Indenture is not required to be qualified under the Trust Indenture Act;

(ii) based upon (A) such counsel’s review of Rule 15c2-12 and interpretive guidance published by the SEC relating thereto; (B) its review of the continuing disclosure undertaking of the City contained in the City Continuing Disclosure Agreement; and (C) the inclusion in the Limited Offering Memorandum of a description of the specifics of such undertaking, and assuming that the Bond Ordinance, the Indenture, and the City Continuing Disclosure Agreement have been duly adopted by the City and are in full force and effect, such undertaking provides a suitable basis for the Underwriter, to make a reasonable determination that the City has met the qualifications of paragraph (b)(5)(i) of Rule 15c2-12; and

(iii) although such counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the information contained in the Limited Offering Memorandum, it has

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participated in the preparation of the Limited Offering Memorandum and without independent verification, no facts came to its attention that caused it to believe that the Limited Offering Memorandum (except for the Appendices as well as any other financial, engineering and statistical data contained therein or included therein by reference or any litigation disclosed therein, as to which it expresses no view) as of its date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(i) Limited Offering Memorandum. The Limited Offering Memorandum and each supplement or amendment, if any, thereto.

(j) Delivery of City Documents and Developer Documents. The City Documents and Developer Documents shall have been executed and delivered in form and content satisfactory to the Underwriter.

(k) Form 8038-G. Evidence that the federal tax information form 8038-G has been prepared by Bond Counsel for filing.

(l) Federal Tax Certificate. A certificate of the City in form and substance satisfactory to Bond Counsel and counsel to the Underwriter setting forth the facts, estimates and circumstances in existence on the date of the Closing, which establish that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), and any applicable regulations (whether final, temporary or proposed), issued pursuant to the Code.

(m) Attorney General Opinion and Comptroller Registration. The approving opinion of the Attorney General of the State regarding the Bonds and the Comptroller of the State’s Certificate of Registration for the Initial Bond.

(n) Continuing Disclosure Agreements. The City Continuing Disclosure Agreement and the Continuing Disclosure Agreement of the Developer, shall have been executed by the parties thereto in substantially the forms attached to the Preliminary Limited Offering Memorandum as Appendix E-1 and Appendix E-2.

(o) Letter of Representation of Assessment Consultant and PID Administrator. Letter of Representation of the Assessment Consultant and PID Administrator, substantially in the form of Appendix F hereto, addressed to the City, Bond Counsel, the Underwriter, and the Trustee, or in form otherwise agreed upon by the Underwriter.

(p) Evidence of Filing of Creation Resolution, and Assessment Ordinances. Evidence that (i) the Creation Resolution, including legal description of the District by metes and bounds and (ii) the Assessment Ordinances, including the Assessment Roll for Phases 1 and 2 of the District and a statement indicating the contact for and address of where a copy of the Service and Assessment Plan, and any updates thereto may be

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obtained or viewed have been filed of record in the real property records of Collin County, Texas.

(q) Evidence of Ownership of Property. Evidence that, on the date that the Assessment Ordinances were adopted, all of the Assessed Property in Phases 1 and 2 of the District was owned by the Developer or other development entities and that such landowners are not entities that may claim a homestead right under Texas law.

(r) Rule 15c2-12 Certification. A resolution or certificate of the City whereby the City has deemed the Preliminary Limited Offering Memorandum final as of its date, except for permitted omissions, as contemplated by Rule 15c2-12 in connection with the offering of the Bonds.

(s) Dissemination Agent. Evidence acceptable to the Underwriter in its sole discretion that the City has engaged a dissemination agent acceptable to the Underwriter for the Bonds, with the execution of the City Continuing Disclosure Agreement and the Continuing Disclosure Agreement of the Developer by other parties thereto being conclusive evidence of such acceptance by the Underwriter.

(t) BLOR. A copy of the Blanket Letter of Representation to DTC signed by the City.

(u) Additional Documents. Such additional legal opinions, certificates, instruments, and other documents as the Underwriter or their counsel may reasonably deem necessary.

10. City’s Closing Conditions. The obligation of the City hereunder to deliver the Bonds shall be subject to receipt on or before the date of the Closing of the purchase price set forth in Section 1 hereof, the opinion of Bond Counsel described in Section 9(a) hereof, and any documents to be provided by the Developer.

11. Establishment of Issue Price.

(a) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City on or before Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the City under this Section to establish the issue price of the Bonds may be taken on behalf of the City by the City’s Financial Advisor identified herein and any notice or report to be provided to the City may be provided to the City’s Financial Advisor.

(b) The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Agreement at the respective offering price (the “initial offering price”), or at the corresponding yield or yields, set forth in

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Schedule I attached hereto, except as otherwise set forth therein. At or promptly after the execution of this Agreement, the Underwriter shall report to the City as of the sale date the first price at which the Underwriter has sold to the public at least 10% of each maturity of Bonds (the “10% test”), and shall identify to the City as of the sale date those maturities of the Bonds for which the 10% test has not been satisfied. If different interest coupons apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity for this purpose.

(c) The City and the Underwriter agree that the restrictions set forth in the next sentence shall apply to those maturities of the Bonds for which the 10% test has not been met as of the sale date, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

(1) the close of the fifth (5th) business day after the sale date; or

(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the City when the Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) business day after the sale date.

(d) The Underwriter confirms that any selling group agreement and any retail

distribution agreement, if applicable, relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (i) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (ii) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The City acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The City further

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acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.

(e) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section. Further, for purposes of this Section:

(i) “public” means any person (including an individual, trust, estate, partnership, association, company or corporation) other than an underwriter or a related party,

(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (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),

(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and

(iv) “sale date” means the date of execution of this Agreement by all parties.

12. Consequences of Termination. If the City shall be unable to satisfy the conditions contained in this Agreement or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and the Underwriter and the City shall have no further obligation hereunder, except as further set forth in Sections 13, 15 and 16 hereof.

13. Costs and Expenses.

(a) The Underwriter shall be under no obligation to pay, and the City shall cause to be paid from proceeds of the Bonds the following expenses incident to the issuance of the Bonds and performance of the City’s obligations hereunder: (i) the costs of the preparation and printing of the Bonds; (ii) the cost of preparation, printing, and

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mailing of the Preliminary Limited Offering Memorandum, the final Limited Offering Memorandum and any supplements and amendments thereto; (iii) the fees and disbursements of the City’s financial advisor and legal counsel, the Trustee’s counsel, Bond Counsel, Developer’s Counsel, and the Trustee relating to the issuance of the Bonds, (iv) the Attorney General’s review fees, (v) the fees and disbursements of accountants, advisers and any other experts or consultants retained by the City or the Developer, including but not limited to the fees and expenses of the Assessment Consultant, and (vi) the expenses incurred by or on behalf of City employees and representatives that are incidental to the issuance of the Bonds and the performance by the City of its obligations under this Agreement.

(b) The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the limited offering of the Bonds; (ii) fees of Underwriter’s Counsel; and (iii) all other expenses, including CUSIP fees (including out-of-pocket expenses and related regulatory expenses), incurred by it in connection with its offering and distribution of the Bonds, except as noted in Subsection 13(a) above.

(c) The City acknowledges that the Underwriter will pay from the Underwriter’s expense allocation of the underwriting discount the applicable per bond assessment charged by the Municipal Advisory Council of Texas, a nonprofit corporation whose purpose is to collect, maintain and distribute information relating to issuing entities of municipal securities.

14. Notice. Any notice or other communication to be given to the City under this Agreement may be given by delivering the same in writing to: City of Princeton, Texas, 123 West Princeton Rd., Princeton, Texas 75407, Attention: City Manager. Any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to: FMSbonds, Inc., 5 Cowboys Way, Suite 300-V, Frisco, Texas 75034, Attention: Tripp Davenport, Director.

15. Entire Agreement. This Agreement is made solely for the benefit of the City and the Underwriter (including their respective successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All of the City’s representations, warranties, and agreements contained in this Agreement shall remain operative and in full force and effect regardless of: (i) any investigations made by or on behalf of the Underwriter, provided the City shall have no liability with respect to any matter of which the Underwriter has actual knowledge prior to the purchase of the Bonds; or (ii) delivery of any payment for the Bonds pursuant to this Agreement. The agreements contained in this Section and in Sections 16 and 18 shall survive any termination of this Agreement.

16. Survival of Representations and Warranties. All representations and warranties of the parties made in, pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement, notwithstanding any investigation by the parties. All statements contained in any certificate, instrument, or other writing delivered by a party to this Agreement or in connection with the transactions described in by this Agreement constitute representations and warranties by such party under this Agreement to the extent such statement is set forth as a representation and warranty in the instrument in question.

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17. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

18. Severability. In case any one or more of the provisions contained herein 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 provision hereof.

19. State Law Governs. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of Texas.

20. No Assignment. The rights and obligations created by this Agreement shall not be subject to assignment by the Underwriter or the City without the prior written consent of the other parties hereto.

21. No Personal Liability. None of the members of the City Council, nor any officer, representative, agent, or employee of the City, shall be charged personally by the Underwriter with any liability, or be held liable to the Underwriter under any term or provision of this Agreement, or because of execution or attempted execution, or because of any breach or attempted or alleged breach of this Agreement.

22. Form 1295. Submitted herewith or on a date prior hereto is a completed Form 1295 in connection with the Underwriter’s participation in the execution of this Agreement generated by the Texas Ethics Commission’s (the “TEC”) electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the “Form 1295”). The City hereby confirms receipt of the Form 1295 from the Underwriter, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. The Underwriter and the City understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Underwriter; and, neither the City nor its consultants have verified such information.

23. No Boycott of Israel. The Underwriter hereby represents that it does not “Boycott Israel” (as such term is defined in Section 2270.001, Texas Government Code, as amended) and, subject to or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C. Section 4607, hereby agrees not to Boycott Israel during the term of this Agreement, which for the purposes of this Section shall mean the end of the underwriting period unless this Agreement is terminated in accordance with the provisions hereof. For the purposes of this representation, the Underwriter has utilized the definition of Company in Section 808.001(2) of the Texas Government Code.

24. No Terrorist Organization. The Underwriter represents that, to the extent this Agreement constitutes a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code, and except to the extent otherwise required by applicable Federal

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law, the Underwriter, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Underwriter is a company listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code on the following website: https://comptroller.texas.gov/purchasing/publications/divestment.php.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above.

FMSbonds, Inc., as Underwriter By: Name: Theodore A. Swinarski Title: Senior Vice President, Trading

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Accepted at _____ a.m./p.m. central time on the date first stated above.

CITY OF PRINCETON, TEXAS By: John-Mark Caldwell, Mayor

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SCHEDULE I

$4,905,000 CITY OF PRINCETON, TEXAS

SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020 (Winchester Public Improvement District Phases 1 and 2 Project)

Interest Accrues From: Date of Delivery

$________ ______% Term Bonds, Due September 1, 20__, Priced to Yield ______ % (a), (c)

$________ ______% Term Bonds, Due September 1, 20__, Priced to Yield ______% (a), b), (c)



(a) The initial prices or yields of the Bonds are furnished by the Underwriter, have been determined in

accordance with the 10% test, and represent the initial offering prices or yields to the public, which may be changed by the Underwriter at any time.

(b) The Bonds are subject to redemption, in whole or in part, prior to stated maturity, at the option of the City, on any day on or after September 1, 20__, at the redemption price of 100% of the principal amount plus accrued and unpaid interest to the date of redemption as set forth in the Limited Offering Memorandum under “DESCRIPTION OF THE BONDS — Redemption Provisions.”

(c) The Bonds are also subject to mandatory sinking fund and extraordinary optional redemption as described in the Limited Offering Memorandum under “DESCRIPTION OF THE BONDS — Redemption Provisions.”

The Term Bonds are subject to mandatory sinking fund redemption on the dates and in the respective Sinking Fund Installments as set forth in the following schedule.

$_______ Term Bonds Maturing September 1, 20__



September 1, 20__†

$_______ Term Bonds Maturing September 1, 20__



September 1, 20__† ___________________________ † Stated maturity.

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APPENDIX A

FORM OF DEVELOPER LETTER OF REPRESENTATIONS



DEVELOPER LETTER OF REPRESENTATIONS

June 9, 2020

City of Princeton, Texas 123 West Princeton Rd. Princeton, Texas 75407 FMSbonds, Inc. 5 Cowboys Way, Suite 300-V Frisco, Texas 75034 Ladies and Gentlemen:

This letter is being delivered to the City of Princeton, Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”), in consideration for your entering into the Bond Purchase Agreement dated the date hereof (the “Bond Purchase Agreement”) for the sale and purchase of the $4,905,000 “City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Winchester Public Improvement District Phases 1 and 2 Project)” (the “Bonds”). Pursuant to the Bond Purchase Agreement, the Underwriter has agreed to purchase from the City, and the City has agreed to sell to the Underwriter, the Bonds. In order to induce the City to enter into the Bond Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by the City and the purchase of them by the Underwriter, the undersigned, D.R. Horton – Texas, Ltd., a Texas limited partnership (the “Developer”), makes the representations, warranties, and covenants contained in this Developer Letter of Representations. Unless the context clearly indicates otherwise, each capitalized term used and not otherwise defined in this Developer Letter of Representations will have the meaning set forth in the Bond Purchase Agreement.

1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds represents a negotiated transaction, the Developer understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its capacity as Underwriter of the Bonds for its own account.

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2. Updating of the Limited Offering Memorandum. If, after the date of this Developer Letter of Representations, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in Rule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than twenty-five (25) days after the “end of the underwriting period” for the Bonds), the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the Developer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request); however, that for the purposes of this Developer Letter of Representations and any certificate delivered by the Developer in accordance with the Bond Purchase Agreement, the Developer makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York, or its book-entry-only system and (ii) the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions “THE CITY,” “THE DISTRICT,” “BONDHOLDERS’ RISKS” (except as it pertains to the Developer, the Phases 1 and 2 Improvements and the Development, as defined in the Limited Offering Memorandum), “TAX MATTERS,” “LEGAL MATTERS — Litigation — The City,” “CONTINUING DISCLOSURE — The City” and “ — The City’s Compliance with Prior Undertakings” and “INFORMATION RELATING TO THE TRUSTEE.”

3. Developer Documents. The Developer has executed and delivered each of the below listed documents (individually, a “Developer Document” and collectively, the “Developer Documents”) in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of Developer, enforceable against Developer in accordance with its terms:

(a) this Developer Letter of Representations;

(b) that certain Winchester Farms Development Agreement between the Developer and the City, effective January 14, 2019, as amended by the First Amendment to Winchester Development Agreement effective October 15, 2019;

(c) that certain Winchester Reimbursement Agreement relating to the District dated as of August 12, 2019;

(d) that certain Continuing Disclosure Agreement of the Developer, dated as of July 1, 2020 made by and among the Developer, Regions Bank and 30 Three Sixty Public Finance, as Administrator.

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The Developer has complied in all material respects with all of the Developer’s agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof.

4. Developer Representations, Warranties and Covenants. The Developer represents, warrants, and covenants to the City and the Underwriter that:

(a) Due Organization and Existence. The Developer is duly formed and validly existing as a limited partnership under the laws of the State of Texas.

(b) Organizational Documents. The copies of the organizational documents of the Developer provided by the Developer (the “Developer Organizational Documents”) to the City and the Underwriter are fully executed, true, correct, and complete copies of such documents and such documents have not been amended or supplemented and are in full force and effect as of the date hereof.

(c) No Breach. The execution and delivery of the Developer Documents by Developer does not violate any judgment, order, writ, injunction or decree binding on Developer or any indenture, agreement, or other instrument to which Developer is a party.

(d) No Litigation. Other than as described in the Preliminary Limited Offering Memorandum, there are no proceedings pending or threatened in writing before any court or administrative agency against Developer that is either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the Development in accordance with the description thereof in the Preliminary Limited Offering Memorandum.

(e) Information. The information prepared and submitted by the Developer to the City or the Underwriter in connection with the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum was, and is, as of this date, true and correct in all material respects.

(f) Preliminary Limited Offering Memorandum. The Developer represents and warrants that the information set forth in the Preliminary Limited Offering Memorandum under the captions “PLAN OF FINANCE — Development Plan and Status of Development,” “THE PHASES 1 AND 2 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER” and “CONTINUING DISCLOSURE — The Developer” and, to the best of the Developer’s knowledge after due inquiry, under the captions “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Phases 1 and 2 Improvements and the Development, as defined in the Limited Offering Memorandum) and “LEGAL MATTERS — Litigation — The Developer” is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Developer agrees to provide a

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certificate dated the Closing Date affirming, as of such date, the representations contained in this subsection (f) with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum.

(g) Events of Default. No “Event of Default” or “event of default” by the Developer under any of the Developer Documents, any documents to which Developer is a party described in the Preliminary Limited Offering Memorandum, or under any material documents relating to the financing and construction of the Phases 1 and 2 Improvements to which the Developer is a party, or event that, with the passage of time or the giving of notice or both, would constitute such “Event of Default” or “event of default,” by the Developer has occurred and is continuing.

5. Indemnification.

(a) The Developer will indemnify and hold harmless the City and the Underwriter and each of their officers, directors, employees and agents against any losses, claims, damages or liabilities to which any of them may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions “PLAN OF FINANCE — Development Plan and Status of Development,” “THE PHASES 1 AND 2 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Phases 1 and 2 Improvements, and the Development), “LEGAL MATTERS — Litigation – The Developer,” and “CONTINUING DISCLOSURE — The Developer”, or any amendment or supplement to the Limited Offering Memorandum amending or supplementing the information contained under the aforementioned captions (as qualified above), or arise out of or are based upon the omission or alleged untrue statement or omission to state therein a material fact necessary to make the statements under the aforementioned captions (as qualified above) not misleading under the circumstances under which they were made and will reimburse any indemnified party for any reasonable legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred.

(b) Promptly after receipt by an indemnified party under subsection (a) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified party otherwise than under such subsection, unless such indemnifying party was prejudiced by such delay or lack of notice. In case any such action shall be brought against an indemnified party, it shall promptly notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,

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except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the indemnifying party or if there is a final judgment for the plaintiff in any such action, the indemnifying party will indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnity herein shall survive delivery of the Bonds and shall survive any investigation made by or on behalf of the City, the Developer or the Underwriter.

6. Survival of Representations, Warranties and Covenants. All representations, warranties, and agreements in this Developer Letter of Representations will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination of the Bond Purchase Agreement.

7. Binding on Successors and Assigns. This Developer Letter of Representations will be binding upon the Developer and its successors and assigns and inure solely to the benefit of the Underwriter and the City, and no other person or firm or entity will acquire or have any right under or by virtue of this Developer Letter of Representations.

[Signatures to Follow]

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D.R. HORTON – TEXAS, LTD., a Texas limited partnership By: D.R. HORTON, INC., a Delaware corporation, its Authorized Agent By: Printed Name:

Title:

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APPENDIX B

$4,905,000 CITY OF PRINCETON, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS,

SERIES 2020 (WINCHESTER PUBLIC IMPROVEMENT DISTRICT PHASES 1 AND 2 PROJECT)

ISSUE PRICE CERTIFICATE

The undersigned, as the duly authorized representative of FMSbonds, Inc., hereby certifies with respect to the as set forth below with respect to the $4,905,000 City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Winchester Public Improvement District Phases 1 and 2 Project) ("the "Bonds") issued by the City of Princeton, Texas (the “Issuer”), hereby certifies, based on its records and information, as follows:

a. The first price at which at least ten percent (“Substantial Amount”) of the principal

amount of each maturity of the Bonds having the same credit and payment terms (a “Maturity”) was sold to a person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter (the “Public”) is set forth in the final Limited Offering Memorandum relating to the Bonds.

b. A copy of the pricing wires or equivalent communication for the Bonds is attached to this

certificate as Schedule A.

c. For purposes of this Issue Price 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 the Public, or (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (1)(i) of this paragraph (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) to participate in the initial sale of the Bonds to the Public, and (2) any person who has more than 50% common ownership, directly or indirectly, with a person described in clause (1) of this paragraph.

d. 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. Notwithstanding anything set forth herein, the Purchaser is not engaged in the practice of law and makes no representation as to the legal sufficiency of the factual matters set forth herein.

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EXECUTED and DELIVERED this ___________, 2020.

FMSbonds, Inc. By: Name: Title:

279

SCHEDULE A

PRICING WIRE OR EQUIVALENT COMMUNICATION

(Attached)

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APPENDIX C

[LETTERHEAD OF WOLFE, TIDWELL & MCCOY, LLP]

July 14, 2020



Winstead PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75218


$4,905,000


(Winchester Public Improvement District Phases 1 and 2 Project)


We are the Attorney for the City of Princeton, Texas (the “City”) for limited purposes, and are rendering this opinion in connection with the issuance and sale of $4,905,000 “City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Winchester Public Improvement District Phases 1 and 2 Project)” (the “Bonds”), by the City, a political subdivision of the State of Texas.

The Bonds are authorized pursuant to Ordinance No. ______________ and enacted by the City Council of the City (the “City Council”) on June 22, 2020 (the “Bond Ordinance”) and shall be issued pursuant to the provisions of Subchapter A of the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the “Act”) and the Indenture of Trust dated as of July 1, 2020 (the “Indenture”) by and between the City and Regions Bank, an Alabama state banking corporation, as trustee (the “Trustee”). Capitalized terms not defined herein shall have the same meanings as in the Indenture, unless otherwise stated herein.

In connection with rendering this opinion, we have reviewed the:

(a) The Resolution No. 2019-01-14-R-01 (the “Creation Resolution”), enacted by the City Council on January 14, 2019.

(b) The Ordinance No. 2019-10-15-01, adopted by the City Council on October 15, 2019 (the “Phase 1 Assessment Ordinance”) and the Ordinance No. _________, adopted by the

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City Council on June 8, 2020 (the “Phase 2 Assessment Ordinance,” and together with the Phsae 1 Assessment Ordinance, the “Assessment Ordinances”).

(c) The Bond Ordinance.

(d) The Indenture.

(e) That certain Winchester Development Agreement effective as of January 14, 2019, between the City and the Developer (the “Development Agreement”), as amended by the First Amendment to Winchester Development Agreement effective October 15, 2019.

(f) That certain Continuing Disclosure Agreement of Issuer, dated as of July 1, 2020, executed and delivered by the City, 30 Three Sixty Public Finance (the “Administrator”), and HTS Continuing Disclosure Services, a Division of Hilltop Securities, Inc. (the “Dissemination Agent”).

The Creation Resolution, the Assessment Ordinances and Bond Ordinance shall herein after be referred to as the “Authorizing Documents” and the remaining documents shall herein after be collectively referred to as the “City Documents.”

In all such examinations, we have assumed that all signatures on documents and instruments executed by the City are genuine and that all documents submitted to me as copies conform to the originals. In addition, for purposes of this opinion, we have assumed the due authorization, execution and delivery of the City Documents by all parties other than the City.

Based upon and subject to the foregoing and the additional qualifications and assumptions set forth herein, we are of the opinion that:

1. The City is a Texas political subdivision and has all necessary power and authority to enter into and perform its obligations under the Authorizing Documents and the City Documents. The City has taken or obtained all actions, approvals, consents and authorizations required of it by applicable laws in connection with the execution of the Authorizing Documents and the City Documents and the performance of its obligations thereunder.

2. To the best of our knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public board or body, pending, or threatened against the City: (a) affecting the existence of the City or the titles of its officers to their respective offices, (b) in any way questioning the formation or existence of the District, (c) affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or the payment, collection or application of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, including the Assessments in Phases 1 and 2 of the District pursuant to the provisions of the Assessment Ordinances and the Service and Assessment Plan, (d) contesting or affecting the validity or enforceability or the City’s performance of the City Documents, (e) contesting the exclusion of the interest on the Bonds from federal income taxation, or (f) which may result in any material adverse change relating to the financial condition of the City.

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3. The Authorizing Documents were duly enacted by the City and remain in full force and effect on the date hereof.

4. The City Documents have been duly authorized, executed and delivered by the City and remain legal, valid and binding obligations of the City enforceable against the City in accordance with their terms. However, the enforceability of the obligations of the City under such City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally, (b) principles of equity, whether considered at law or in equity, and (c) the application of Texas law relating to action by future councils and relating to governmental immunity applicable to governmental entities.

5. The performance by the City of the obligations under the Authorizing Documents and the City Documents will not violate any provision of any Federal or Texas constitutional or statutory provision.

6. No further consent, approval, authorization, or order of any court or governmental agency or body or official is required to be obtained by the City as a condition precedent to the performance by the City of its obligations under the Authorizing Documents and the City Documents.

7. The City has duly authorized, executed and delivered the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum.

8. The adoption of the Authorizing Documents and the execution and delivery of the City Documents and the compliance with the provisions of the Authorizing Documents and the City Documents under the circumstances contemplated thereby, to the best of our knowledge: (a) do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement to which the City is a party or by which it is bound, and (b) do not and will not in any material respect conflict with or constitute on the part of the City a violation, breach of or default under any existing law, regulation, court order or consent decree to which the City is subject.

9. Based upon our limited participation in the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum (collectively, the “Private Placement Memorandum”), the statements and information contained in the Private Placement Memorandum with respect to the City under the captions and subcaptions “ASSESSMENT PROCEDURES —Assessment Methodology” and “—Assessment Amounts,” “THE CITY,” “THE DISTRICT,” “LEGAL MATTERS — Litigation — The City” and “CONTINUING DISCLOSURE – The City” is a fair and accurate summary of the law relating to collection and enforcement of Assessments and the documents and facts summarized therein.

This opinion may not be relied upon by any other person except those specifically addressed in this letter.

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Very truly yours, ______________________ WOLFE, TIDWELL & MCCOY, LLP ATTORNEY FOR THE CITY

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APPENDIX D

[LETTERHEAD OF COATS ROSE]

July 14, 2020




Wolfe, Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034


Winstead PC 2728 N. Harwood Street Dallas, Texas 75201



Ladies & Gentlemen:

We have acted as special counsel to D.R. Horton – Texas, Ltd., a Texas limited partnership (the “Developer”) in connection with the issuance and sale by the City of Princeton, Texas (the “City”), of $4,905,000 City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Winchester Public Improvement District Phases 1 and 2 Project) (the “Bonds”), pursuant to the Indenture of Trust dated as of July 1, 2020 (the “Indenture”), by and between the City and Regions Bank, as trustee (the “Trustee”). Proceeds from the sale of the Bonds will be used, in part, to fund certain public infrastructure improvements in the development known as “Winchester” (the “Development”) located in the City of Princeton, Texas (the “City”).

The Bonds are being sold by FMSbonds, Inc. (the “Underwriter”), pursuant to that certain Bond Purchase Agreement dated June 22, 2020 (the “Bond Purchase Agreement”), between the City and the Underwriter.

All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Bond Purchase Agreement.

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In our capacity as special counsel to the Developer, and for purposes of rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(a) The following documents (collectively, the “Material Documents”):

(1) the Winchester Development Agreement, effective as of January 14, 2019, between the City and the Developer, as amended by the First Amendment to Winchester Development Agreement October 15, 2019;

(2) The Winchester Reimbursement Agreement relating to the District dated as of August 12, 2019, and executed and delivered by the City and the Developer;

(3) the Continuing Disclosure Agreement of Developer dated as of July 1, 2020 among the Developer, 30 Three Sixty Public Finance, as Administrator and Regions Bank, as Dissemination Agent;

(4) the Developer Letter of Representations dated as of June 9, 2020;

(b) General Certificate of the Developer and the Closing Certificate of the Developer, each dated as of the date hereof (together, the “Developer Certificate”);

(c) The Preliminary Limited Offering Memorandum, dated June 9, 2020 relating to the issuance of the Bonds (the “Preliminary Limited Offering Memorandum”);

(d) The final Limited Offering Memorandum, dated June 22, 2020, relating to the issuance of the Bonds (collectively with the Preliminary Limited Offering Memorandum, the “Limited Offering Memorandum”); and

(e) Such other documents, records, agreements and certificates of the Developer as we have deemed necessary or appropriate to render the opinions expressed below.

In basing the opinions and other matters set forth herein on “our knowledge,” the words “our knowledge” signify that, in the course of our representation of the Developer the principal attorneys in this firm involved in the current actual transaction do not have actual knowledge or actual notice that any such opinions or other matters are not accurate or that any of the documents, certificates, reports and information on which we have relied are not accurate and complete. Except as otherwise stated herein, we have undertaken no independent investigation or certification of such matters. The words “our knowledge” and similar language used herein are intended to be limited to the knowledge of the attorneys within our firm who have worked on the matters contemplated by our representation as special counsel.

In rendering the opinions set forth herein, we have assumed, without independent investigation (other than the Developer), that: (i) the due authorization, execution, and delivery of each of the documents referred to in this opinion letter by all parties thereto and that each such document constitutes a valid, binding, and enforceable obligation of each party thereto, (ii) all of the parties to the documents referred to in this opinion letter are duly organized, validly existing, in good standing and have the requisite power, authority (corporate, limited liability company, partnership or other) and legal right to execute, deliver, and perform its obligations under such

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documents (except to the extent set forth in our opinions set forth herein regarding valid existence and power and authority of the Developer to execute, deliver, and perform its obligations under the Material Documents), (iii) each certificate from governmental officials reviewed by us is accurate, complete, and authentic, and all official public records are accurate and complete, (iv) the legal capacity of all natural persons, (v) the genuineness of all signatures (other than those of the Developer in respect of the Material Documents), (vi) the authenticity and accuracy of all documents submitted to us as originals, (vii) the conformity to original documents of all documents submitted to us as photostatic or certified copies, (viii) that no laws or judicial, administrative, or other action of any governmental City of any jurisdiction not expressly opined to herein would adversely affect the opinions set forth herein, and (ix) that the execution and delivery by each party of, and performance of its agreements in, the Material Documents do not breach or result in a default under any existing obligation of such party under any agreements, contracts or instruments to which such party is a party to or otherwise subject to or any order, writ, injunction or decree of any court applicable to such party.

In addition, we have assumed that the Material Documents accurately reflect the complete understanding of the parties with respect to the transactions contemplated thereby and the rights and obligations of the parties thereunder. We have also assumed that the terms and conditions of the transaction as reflected in the Material Documents have not been amended, modified or supplemented, directly or indirectly, by any other agreement or understanding of the parties or waiver of any of the material provisions of the Material Documents.

We assume that none of the parties to the Material Documents (other than Developer) is a party to any court or regulatory proceeding relating to or otherwise affecting the Material Documents or is subject to any order, writ, injunction or decree of any court or federal, state or local governmental agency or commission that would prohibit the execution and delivery of the Material Documents, or the consummation of the transactions therein contemplated in the manner therein provided, or impair the validity or enforceability thereof. We assume that each of the parties to the Material Documents (other than Developer) has full authority to close this transaction in accordance with the terms and provisions of the Material Documents.

We assume that neither the Underwriter nor the City nor their respective counsel has any current actual knowledge of any facts not known to us or any law or judicial decision which would make the opinions set forth herein incorrect, and that no party upon whom we have relied for purposes of this opinion letter has perpetrated a fraud.

We have only been engaged by our clients in connection with the Material Documents (and the transactions contemplated in the Material Documents) and do not represent these clients generally.

Opinions and Assurances

Based solely upon the foregoing, and subject to the assumptions and limitations set forth herein, we are of the opinion that:

1. The execution and delivery by the Developer of the Material Documents and the performance by the Developer of its obligations under the Material Documents will not (i)violate any applicable law; or (ii) conflict with or result in the breach of any court decree or order of any

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governmental body identified in the Developer Certificate or otherwise actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion binding upon or affecting the Developer, the conflict with which or breach of which would have a material, adverse effect on the ability of the Developer to perform its obligations under the Material Documents to which it is a party.

2. To our knowledge, no governmental approval which has not been obtained or taken is required to be obtained or taken by the Developer on or before the date hereof as a condition to the performance by the Developer of its obligations under the Material Documents to which it is a party, except for governmental approvals that may be required to comply with certain covenants contained in the Material Documents (including, without limitation, covenants to comply with applicable laws).

3. The Developer has duly executed and delivered each of the Material Documents to which it is a party, and each of the Material Documents constitute the legal, valid, and binding obligations of the Developer, enforceable against the Developer in accordance with their respective terms, subject to the following qualifications: (i) the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and (ii) the effect of the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity), and (iii) the effect that enforceability of the indemnification provisions therein may be limited, in whole or in part. The execution, delivery, and performance by the Developer of its obligations under the Material Documents do not violate any existing laws of the State of Texas applicable to the Developer.

4. To our knowledge after reasonable inquiry, there are no actions, suits or proceedings pending or threatened against the Developer identified in the Developer Certificate or otherwise actually known to the lawyers who have provided substantive attention to the representation reflected in this opinion in any court of law or equity, or before or by any governmental instrumentality with respect to the validity or enforceability against it of such Material Documents or the transactions described therein.

5. The execution and delivery of the Material Documents do not, and the transactions described therein may be consummated and the terms and conditions thereof may be observed and performed in a manner that does not, conflict with or constitute a breach of or default under any loan agreement, Indenture, bond note, resolution, agreement or other instrument to which the Developer is a party or is otherwise subject and which have been identified in the Developer Certificate which violation, breach or default would materially adversely affect the Developer or its performance of its obligations under the transactions described in the Material Documents; nor will any such execution, delivery, adoption, fulfillment, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Developer, except as expressly described in the Material Documents (a) under applicable law or (b) under any such loan agreement, indenture, bond note, resolution, agreement, or other instrument.

6. The information set forth in the Limited Offering Memorandum under the

captions “PLAN OF FINANCE — Development Plan and Status of Development,” “THE PHASES 1 AND 2 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Phases 1 and 2

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Improvements, and the Development, as defined in the Limited Offering Memorandum),” “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE — The Developer,” adequately and fairly describe the information summarized under such captions and are correct as to matters of law.

7. Subject to the below qualifications and based upon our participation in the

preparation of the Limited Offering Memorandum and our participation at conferences with representatives of the Underwriter and its Counsel, of the City and its counsel, and with representatives of the Developer at which the Limited Offering Memorandum and related matters were discussed, and although we have not independently verified the information in the Limited Offering Memorandum and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Limited Offering Memorandum and any amendment or supplement thereto, no facts have come to our attention that lead us to believe that the information set forth under the captions referenced in the preceding paragraph as of the date of the Limited Offering Memorandum and the date hereof, contained or contains any untrue statement of a material fact, or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Qualifications

In addition to any assumptions, qualifications and other matters set forth elsewhere herein, the opinions set forth above are subject to the following assumptions and qualifications:

(a) We have not examined any court dockets, agency files or other public records regarding the entry of any judgments, writs, decrees or orders or the pendency of any actions, proceedings, investigations or litigation.

(b) We have relied upon the Developer Certificates, as well as the representations of

the Developer contained in the Material Documents, with respect to certain facts material to our opinion. Except as otherwise specifically indicated herein, we have made no independent investigation regarding any of the foregoing documents or the representations contained therein.

(c) Our opinion delivered pursuant to Section 3 above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditors’ rights generally and to the effect of general principles of equity, including (without limitation) remedies of specific performance and injunctive relief and concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

(d) Except for the Material Documents, we have not reviewed, and express no opinion as to, any other contracts or agreements to which the Developer is a party or by which the Developer is or may be bound.

(e) The opinions expressed herein are based upon and limited to the applicable laws of the State of Texas and the laws of the United States of America, excluding the principles of conflicts of laws thereof, as in effect as of the date hereof, and our knowledge of the facts relevant to such opinions on such date. In this regard, we note that we are members of the Bar of

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the State of Texas, we do not express any opinion herein as to matters governed by the laws of any other jurisdiction, except the United States of America, we do not purport to be experts in any other laws and we can accept no responsibility for the applicability or effect of any such laws. In addition, we assume no obligation to supplement the opinions expressed herein if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that affect the opinions expressed herein.

(f) This letter is strictly limited to the matters expressly set forth herein and no statements or opinions should be inferred beyond such matters.

(g) Notwithstanding anything contained herein to the contrary, we express no opinion whatsoever concerning the status of title to any real or personal property.

(h) The opinions expressed herein regarding the enforceability of the Material Documents are subject to the qualification that certain of the remedial, waiver or other provisions thereof may not be enforceable; but such unenforceability will not, in our judgment, render the Material Documents invalid as a whole or substantially interfere with the practical realization of the principal legal benefits provided in the Material Documents, except to the extent of any economic consequences of any procedural delays which may result therefrom.

(i) The opinion expressed herein as to the enforceability of the Material Documents is specifically subject to the qualification that enforceability of the Material Documents is limited by the following: (i) the rights of the United States under the Federal Tax Lien Act of 1966, as amended; (ii) principles of equity, public policy and unconscionability which may limit the availability of certain remedies; (iii) bankruptcy, insolvency, reorganization, fraudulent conveyance, liquidation, probate, conservatorship and other laws applicable to creditors’ rights or the collection of debtors’ obligations generally; and (iv) requirements of due process under the United States Constitution, the Constitution of the State of Texas and other laws or court decisions limiting the rights of creditors to repossess, foreclose or otherwise realize upon the property of a debtor without appropriate notice or hearing or both.

(j) We express no opinion as to whether a court would grant specific performance or any other equitable remedy with respect to the enforcement of the Material Documents.

(k) We express no opinion as to the validity, binding effect, or enforceability of: (i) provisions which purport to waive rights or notices, including rights to trial by jury, counterclaims or defenses, jurisdiction or venue; (ii) provisions relating to consent judgments, waivers of defenses or the benefits of statutes of limitations, marshaling of assets, the transferability of any assets which by their nature are nontransferable, sales in inverse order of alienation, or severance; (iii) provisions purporting to waive the benefits of present or of future laws relating to exemptions, appraisement, valuation, stay of execution, redemption, extension of time for payment, setoff and similar debtor protection laws; or (iv) provisions requiring a party to pay fees and expenses regardless of the circumstances giving rise to such fees or expenses or the reasonableness thereof.

(l) The opinions expressed herein are subject to the effect of generally applicable rules of law that provide that forum selection clauses in contracts are not necessarily binding on the court(s) in the forum selected.

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(m) We express no opinion as to the enforceability of any provisions in the Material Documents purporting to entitle a party to indemnification in respect of any matters arising in whole or in part by reason of any negligent, illegal or wrongful act or omission of such party.

This opinion is furnished to those parties addressed in this letter solely in connection with the transactions, for the purposes and on the terms described above and may not be relied upon for any other purpose or by any other person in any manner or for any purpose.

Very truly yours,

______________________

Coats Rose, P.C.

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APPENDIX E

CLOSING CERTIFICATE OF DEVELOPER

D.R. Horton – Texas, Ltd., a Texas limited partnership (“Developer”), DOES HEREBY CERTIFY the following as of the date hereof. All capitalized terms not otherwise defined herein shall have the meaning given to such term in the Limited Offering Memorandum.

1. Developer is a limited partnership organized, validly existing and in good standing under the laws of the State of Texas.

2. Representatives of Developer have provided information to the City of Princeton, Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”) to be used in connection with the offering by the City of its $4,905,000 aggregate principal amount of Special Assessment Revenue Bonds, Series 2020 (Winchester Public Improvement District Phases 1 and 2 Project) (the “Bonds”), pursuant to the City’s Preliminary Limited Offering Memorandum, dated June 9, 2020 and Limited Offering Memorandum dated June 22, 2020 (together, the “Limited Offering Memorandum”).

3. The Developer has delivered to the Underwriter and the City true, correct, complete and fully executed copies of the Developer’s organizational documents, and such documents have not been amended or supplemented and are in full force and effect as of the date hereof.

4. The Developer has delivered to the Underwriter and the City a (i) Certificate of Status from the Texas Secretary of State and (ii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for the Developer.

5. Developer has executed and delivered each of the below listed documents (individually, a “Developer Document” and collectively, the “Developer Documents”) in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of Developer, enforceable against Developer in accordance with its terms:

(a) that certain Developer Letter of Representation dated July 14, 2020;

(b) that certain Winchester Development Agreement relating to the District, effective January 14, 2019, executed and delivered by the City and the Developer, as amended by that First Amendment to Winchester Development Agreement dated October 15, 2019;

(c) that certain Winchester Reimbursement Agreement relating to the District dated as of August 12, 2019 executed and delivered by the City and the Developer;

(d) that certain Continuing Disclosure Agreement of the Developer, dated as of July 1, 2020 made by and among the Developer, Regions Bank, as dissemination agent and 30 Three Sixty Public Finance, as Administrator.

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6. The Developer has complied in all material respects with all of the Developer’s agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof.

7. The execution and delivery of the Developer Documents by Developer does not violate any judgment, order, writ, injunction or decree binding on Developer or any indenture, agreement, or other instrument to which Developer is a party. To the Developer’s knowledge, after due inquiry, there are no proceedings pending or threatened in writing before any court or administrative agency against Developer that is either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the Development in accordance with the description thereof in the Limited Offering Memorandum.

8. Developer has reviewed and approved the information contained in the Limited Offering Memorandum under the captions “PLAN OF FINANCE – Development Plan and Status of Development,” “THE PHASES 1 AND 2 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Phases 1 and 2 Improvements, and the Development), “LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING DISCLOSURE — The Developer”, and certifies that the same does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading respecting such Developer and the portion of the Development owned by such Developer, provided, however, that the foregoing certification is not a certification as to the accuracy, completeness or fairness of any of the other statements contained in the Limited Offering Memorandum.

9. Developer is in compliance in all material respects with all provisions of applicable law in all material respects relating to Developer in connection with the Development. Except as otherwise described in the Limited Offering Memorandum: (a) there is no default of any zoning condition, land use permit or development agreement binding upon Developer or any portion of the Development that would materially and adversely affect Developer’s ability to complete or cause to be completed the development of such portion of the Development as described in the Limited Offering Memorandum; and (b) we have no reason to believe that any additional permits, consents and licenses required to complete the Development as and in the manner described in the Limited Offering Memorandum will not be reasonably obtainable in due course.

10. Developer is not insolvent and has not made an assignment for the benefit of creditors, filed or consented to a petition in bankruptcy, petitioned or applied (or consented to any third party petition or application) to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction.

11. The levy of the Assessments (as defined in the Limited Offering Memorandum) on property in Phases 1 and 2 of the District owned by Developer will not conflict with or

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constitute a breach of or default under any agreement, indenture or other instrument to which Developer is a party or to which Developer or any of its property or assets is subject.

12. Developer is not in default under any mortgage, trust indenture, lease or other instrument to which it or any of its assets is subject, which default would have a material and adverse effect on the Bonds or the development of the Development.

13. Developer has no knowledge of any physical condition of the Development owned or to be developed by Developer that currently requires, or currently is reasonably expected to require in the process of development investigation or remediation under any applicable federal, state or local governmental laws or regulations relating to the environment in any material and adverse respect.

Dated: ___________________, 2020

DEVELOPER: D.R. HORTON – TEXAS, LTD., a Texas limited partnership By: D.R. HORTON, INC., a Delaware corporation, its Authorized Agent By: Printed Name:

Title:

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APPENDIX F

[LETTERHEAD OF ASSESSMENT CONSULTANT AND ADMINISTRATOR]

July 14, 2020





Re: City of Princeton, Texas, Special Assessment Revenue Bonds, Series 2020 (Winchester Public Improvement District Phases 1 and 2 Project) (the “Bonds”)


The undersigned, _________________, of 30 Three Sixty Public Finance, Inc. consultant in connection with the creation by the City of Princeton, Texas (the “City”), of Winchester Public Improvement District (the “District”), does hereby represent the following:

1. On behalf of 30 Three Sixty Public Finance, Inc. I have supplied certain information contained in the Preliminary Limited Offering Memorandum, dated June 9, 2020 (the “Preliminary Limited Offering Memorandum”), and the final Limited Offering Memorandum, dated on or about June 22, 2020 (the “Limited Offering Memorandum”), both in connection with the Bonds, relating to the issuance of the Bonds by the City, as described above. The information I provided for the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is located (a) under the caption “ASSESSMENT PROCEDURES — Assessment Methodology” and “— Assessment Amounts,” (b) under the caption “THE ASSESSMENT CONSULTANT AND PID ADMINISTRATOR – Assessment Consultant” and (c) in the Amended and Restated Service and Assessment Plan (the “SAP”) for the City located in APPENDIX C to the Limited Offering Memorandum.

2. To the best of my professional knowledge and belief, the portions of the Limited Offering Memorandum described above do not contain an untrue statement of a material fact as to the information and data set forth therein, and do not omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

3. At the request of the City, 30 Three Sixty Finance, Inc. has prepared the SAP and acknowledges that the SAP will be included in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and agrees to the use of the name of my firm in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum for the Bonds.

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4. I agree that, to the best of my ability, I will inform you immediately should I learn of any event(s) or information of which you are not aware subsequent to the date of this letter and prior to the actual time of delivery of the Bonds (anticipated to occur on or about July 14, 2020) which would render any such information in the Limited Offering Memorandum untrue, incomplete, or incorrect, in any material fact or render any such information materially misleading.

5. The undersigned hereby represents that he has been duly authorized to execute this letter of representation.

Sincerely yours,

30 THREE SIXTY PUBLIC FINANCE By: Its:

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EXHIBIT C

CONTINUING DISCLOSURE AGREEMENT

See attached

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(WINCHESTER PUBLIC IMPROVEMENT DISTRICT PHASES 1 AND 2 PROJECT)

CONTINUING DISCLOSURE AGREEMENT OF THE ISSUER

This Continuing Disclosure Agreement of the Issuer dated as of July 1, 2020 (this “Disclosure Agreement”) is executed and delivered by and between the City of Princeton, Texas (the “Issuer”), 30 Three Sixty Public Finance, Inc. (the “Administrator”) and HTS Continuing Disclosure Services, a division of Hilltop Securities Inc. (the “Dissemination Agent”), with respect to the Issuer’s “Special Assessment Revenue Bonds, Series 2020 (Winchester Public Improvement District Phases 1 and 2 Project)” (the “Bonds”). The Issuer, Administrator and the Dissemination Agent covenant and agree as follows:

SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer, the Administrator and the Dissemination Agent for the benefit of the Owners (defined below) and beneficial owners of the Bonds. Unless and until a different filing location is designated by the MSRB (defined below) or the SEC (defined below), all filings made by the Dissemination Agent pursuant to this Disclosure Agreement shall be filed with the MSRB through EMMA (defined below).

SECTION 2. Definitions. In addition to the definitions set forth above and in the Indenture of Trust dated as of July 1, 2020, relating to the Bonds (the “Indenture”), which apply to any capitalized term used in this Disclosure Agreement, including the Exhibits hereto, unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

“Administrative Expenses” shall have the meaning assigned to such term in the Indenture.

“Administrator” shall mean an employee or designee of the Issuer who shall have the responsibilities provided in the Service and Assessment Plan, the Indenture, or any other agreement or document approved by the Issuer related to the duties and responsibilities for the administration of the District.

“Annual Audited Financial Information” shall mean the audited financial statements of the Issuer, prepared in accordance with generally accepted accounting principles applicable from time to time to the Issuer.

“Annual Financial Information” shall mean annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 4 of this Disclosure Agreement.

“Annual Installment(s)” shall have the meaning assigned to such term in the Indenture.

“Annual Issuer Report” shall mean any Annual Issuer Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4(a) of this Disclosure Agreement.

“Assessment(s)” shall have the meaning assigned to such term in the Indenture.

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“Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the State of Texas observed as such by the Issuer or the Trustee or any national holiday observed by the Trustee.

“Developer” shall mean D.R. Horton Texas, Ltd., a Texas limited partnership, and its successors and assigns.

“Disclosure Agreement of Developer” shall mean the Continuing Disclosure Agreement of the Developer dated as of July 1, 2020 executed and delivered by the Developer, the Administrator and HTS Continuing Disclosure Services, a division of Hilltop Securities Inc., as dissemination agent.

“Disclosure Representative” shall mean the Finance Director or City Manager of the Issuer or such other officer or employee as the Issuer, may designate in writing to the Dissemination Agent from time to time.

“Dissemination Agent” shall mean HTS Continuing Disclosure Services, a division of Hilltop Securities Inc., or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Trustee a written acceptance of such designation.

“District” shall mean Winchester Public Improvement District.

“EMMA” shall mean the Electronic Municipal Market Access System currently available on the internet at http://emma.msrb.org.

“Financial Obligation” shall mean a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that “financial obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule.

“Fiscal Year” shall mean the calendar year from October 1 through September 30.

“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement.

“MSRB” shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the SEC to receive continuing disclosure reporting pursuant to the Rule.

“Outstanding” shall mean, as of any particular date when used with reference to Bonds, all Bonds authenticated and delivered under the Indenture except (i) any Bond that has been canceled by the Trustee (or has been delivered to the Trustee for cancellation) at or before such date, (ii) any Bond for which the payment of the principal or Redemption Price of and interest on such Bond shall have been made as provided in the Indenture,

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and (iii) any Bond in lieu of or in substitution for which a new Bond shall have been authenticated and delivered pursuant to the Indenture.

“Owner” shall mean the registered owner of any Bonds.

“Participating Underwriter” shall mean FMSbonds, Inc., and its successors and assigns.

“Phase 1” shall have the meaning assigned to such term in the Service and Assessment Plan.

“Phase 2” shall have the meaning assigned to such term in the Service and Assessment Plan.

“Phases 1 and 2” shall mean Phase 1 and Phase 2 collectively.

“Prepayment” shall mean the payment of all or a portion of an Assessment before the due date thereof. Amounts received at the time of a Prepayment which represent a principal, interest or penalties on a delinquent installment of an Assessment are not to be considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled Assessment.

“Rule” shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time.

“SEC” shall mean the United States Securities and Exchange Commission.

“Service and Assessment Plan” shall have the meaning assigned to such term in the Indenture.

“Trust Estate” shall have the meaning assigned to such term in the Indenture.

“Trustee” shall mean Regions Bank, an Alabama banking corporation, or any successor trustee pursuant to the Indenture.

SECTION 3. Provision of Annual Issuer Reports.

(a) The Issuer shall cause and hereby directs the Dissemination Agent to provide or cause to be provided to the MSRB, in the electronic or other format required by the MSRB, commencing with the Fiscal Year ending September 30, 2020, an Annual Issuer Report provided to the Dissemination Agent which is consistent with the requirements of and within the time periods specified in Section 4 of this Disclosure Agreement. If, however, the Annual Audited Financial Statements are not complete by the deadline specified in Section 4(b), then the Issuer shall provide unaudited financial statements within such period. In each case, the Annual Issuer Report may be submitted as a single document or as separate documents comprising a package and may include by reference other information as provided in Section 4 of this Disclosure Agreement. If the Issuer’s Fiscal Year changes, it shall file notice of such change (and of the date of the new Fiscal Year) with the MSRB prior to the next date by which the Issuer otherwise would be required to provide the

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Annual Issuer Report pursuant to this paragraph. All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB.

Not later than ten (10) days prior to the date specified in Section 4 of this Disclosure Agreement for providing the Annual Issuer Report or the Annual Audited Financial Statements, as applicable, to the MSRB, the Issuer shall provide the Annual Issuer Report or the Annual Audited Financial Statements, as applicable, to the Dissemination Agent. The Dissemination Agent shall provide such Annual Issuer Report or the Annual Audited Financial Statements, as applicable, to the MSRB not later than ten (10) days from receipt of such Annual Issuer Report or the Annual Audited Financial Statements, as applicable, from the Issuer.

If by the fifth (5th) day before the filing date required under Section 4 of this Disclosure Agreement, the Dissemination Agent has not received a copy of the Annual Issuer Report or the Annual Audited Financial Statements, as applicable, the Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Issuer Report or the Annual Audited Financial Statements, as applicable, pursuant to this subsection (a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Issuer Report or the Annual Audited Financial Statements, as applicable, no later than two (2) Business Days prior to the applicable filing date required under Section 4 of this Disclosure Agreement; or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to provide the Annual Issuer Report or the Annual Audited Financial Statements, as applicable, within the time required under this Disclosure Agreement, state the date by which the Annual Issuer Report or the Annual Audited Financial Statements, as applicable, for such year will be provided and instruct the Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit A; provided, however, that (A) with respect to the Annual Issuer Report, in the event the Disclosure Representative is required to act under either (i) or (ii) described above, the Dissemination Agent still must file the Annual Issuer Report or the notice of failure to file, as applicable, to the MSRB, no later than six months after the end of each Fiscal Year; provided further, however, that in the event the Disclosure Representative fails to act under either (i) or (ii) described above, the Dissemination Agent shall file a notice of failure to file no later than on the last Business Day of the six month period after the end of the Fiscal Year and (B) with respect to the Annual Audited Financial Statements, in the event the District Representative is required to act under either (i) or (ii) described above, the Dissemination Agent still must file the Annual Audited Financial Statements or the notice of failure to file, as applicable, to the MSRB, no later than twelve months after the end of each Fiscal Year; provided further, however, that in the event the Disclosure Representative fails to act under either (i) or (ii) described above, the Dissemination Agent shall file a notice of failure to file no later than on the last Business Day of the twelve month period after the end of the Fiscal Year.

(b) The Issuer shall or shall cause the Dissemination Agent to:

(i) determine the filing address or other filing location of the MSRB each year prior to filing the Annual Issuer Report and the Annual Audited Financial Statements on the date required in subsection (b);

(ii) file the Annual Issuer Report containing or incorporating by reference the information set forth in Section 4 hereof and the Annual Audited Financial Statements; and

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(iii) if the Issuer has provided the Dissemination Agent with the completed Annual Issuer Report or the Annual Audited Financial Statements, as applicable, and the Dissemination Agent has filed such Annual Issuer Report with the MSRB, then the Dissemination Agent shall file a report with the Issuer certifying that the Annual Issuer Report or the Annual Audited Financial Statements, as applicable, has been provided pursuant to this Disclosure Agreement, stating the date it was provided and that it was filed with the MSRB.

SECTION 4. Content and Timing of Annual Issuer Reports; Annual Audited Financial Statements. The Annual Issuer Report for the Bonds shall contain or incorporate by reference, and the Issuer agrees to provide or cause to be provided to the Dissemination Agent to file, the following:

(a) Within six months after the end of each Fiscal Year the following Annual Financial Information (any or all of which may be unaudited):

(i) Tables setting forth the following information, as of the end of such Fiscal Year:

(A) For the Bonds, the maturity date or dates, the interest rate or rates, the original aggregate principal amount, the principal amount remaining Outstanding and the interest amount remaining Outstanding; and

(B) The amounts in the funds and accounts under the Indenture securing the Bonds and a description of the related investments.

(ii) The principal and interest paid on the Bonds during such Fiscal Year and the minimum scheduled principal and interest required to be paid on the Bonds in the next Fiscal Year.

(iii) Any changes to the land use designation for the property in Phases 1 and 2 from the purposes identified in the Service and Assessment Plan.

(iv) Updates to the information in the Service and Assessment Plan as most recently amended or supplemented (a “SAP Update”), including any changes to the methodology for levying the Assessments in Phases 1 and 2.

(v) The aggregate taxable assessed valuation for parcels or lots within Phases 1 and 2 based on the most recent certified tax roll available to the Issuer.

(vi) Listing of any property or property owners in Phases 1 and 2 representing more than five percent (5%) of the levy of Assessments, the amount of the levy of Assessments against such landowners, and the percentage of such Assessments relative to the entire levy of Assessments within Phases 1 and 2, as shown on the Assessment Roll attached to the SAP Update for such Fiscal Year.

(vii) Collection and delinquency history of the Assessments within Phases 1 and 2 for the past five Fiscal Years, in substantially the following format:

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Collection and Delinquent History of Assessments in Phases 1 and 2 of the District Collected in Fiscal Year Ending 9/30

Assessment

Billed

Parcels Levied






20__ $ — — $

(1) Collected as of _________ __, 20__. Includes $___________ attributable to Prepayments.

(viii) For each calendar year, if the total amount of Annual Installments that are delinquent as of September 1 in such calendar year is equal to or greater than ten (10%) of the total amount of Annual Installments due in such calendar year, a list of parcel numbers for which the Annual Installments are delinquent.

(ix) Total amount of Prepayments collected, as of the February 15 of the calendar year immediately succeeding such Fiscal Year.

(x) The amount of delinquent Assessments by Fiscal Year:

(A) which are subject to institution of foreclosure proceedings (but as to which such proceedings have not been instituted);

(B) for which foreclosure proceedings have been instituted but have not been concluded;

(C) which have been reduced to judgment but not collected;

(D) which have been reduced to judgment and collected; and

(E) the result of any foreclosure sales of assessed property within Phases 1 and 2 if the assessed property sold at a foreclosure sale represents more than one percent (5%) of the total amount of Assessments.

(xi) A description of any amendment to this Disclosure Agreement and a copy of any restatements to the Issuer’s audited financial statements during such Fiscal Year.

(b) Within twelve months after the end of each Fiscal Year, if not provided with the Annual Issuer Report provided under subsection 4(a) above, the Annual Audited Financial Statements of the Issuer for the most recently ended Fiscal Year. If Annual Audited Financial Statements are not available within twelve months after the end of the Fiscal Year, unaudited financial statements shall be filed not later than twelve months after the end of such Fiscal Year and Annual Audited Financial Statements shall be filed when prepared and available.

See Exhibit B hereto for a form for submitting the information set forth in Section 4(a). The Issuer has designated 30 Three Sixty Public Finance, Inc. as the initial Administrator. The Administrator, and if no Administrator is designated, Issuer’s staff, shall prepare the Annual Financial Information. In all cases, the Issuer shall have the sole responsibility for the content, design and other elements comprising substantive contents of the Annual Issuer Reports and Annual Audited Financial Statements under this Section 4.

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Any or all of the items listed above may be included by specific reference to other documents, including disclosure documents of debt issues of the Issuer, which have been submitted to and are publicly accessible from the MSRB. If the document included by reference is a final offering document, it must be available from the MSRB. The Issuer shall clearly identify each such other document so included by reference.

SECTION 5. Reporting of Significant Events.

(a) Pursuant to the provisions of this Section 5, each of the following is a Listed Event with respect to the Bonds:

1. Principal and interest payment delinquencies.

2. Non-payment related defaults, if material.

3. Unscheduled draws on debt service reserves reflecting financial difficulties.

4. Unscheduled draws on credit enhancements reflecting financial difficulties.

5. Substitution of credit or liquidity providers, or their failure to perform.

6. Adverse tax opinions, the issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds.

7. Modifications to rights of Owners, if material.

8. Bond calls, if material, and tender offers.

9. Defeasances.

10. Release, substitution, or sale of property securing repayment of the bonds, if material.

11. Rating changes.

12. Bankruptcy, insolvency, receivership or similar event of the Issuer.

13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material.

14. Appointment of a successor trustee under the Indenture or the change of name of a trustee, if material.

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15. Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material.

16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties.

For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer.

Upon the occurrence of a Listed Event, the Issuer shall promptly notify the Dissemination Agent in writing and the Issuer shall direct the Dissemination Agent to file a notice of such occurrence with the MSRB. The Dissemination Agent shall file such notice no later than the Business Day immediately following the day on which it receives written notice of such occurrence from the Issuer. Any such notice is required to be filed within ten (10) Business Days of the occurrence of such Listed Event.

Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the Dissemination Agent to disseminate such information as provided herein, and the date the Issuer desires for the Dissemination Agent to disseminate the information (which date shall not be more than ten (10) Business Days after the occurrence of the Listed Event or failure to file).

In all cases, the Issuer shall have the sole responsibility for the content, design and other elements comprising substantive contents of all disclosures made under this Section 5. In addition, the Issuer shall have the sole responsibility to ensure that any notice required to be filed under this Section 5 is filed within ten (10) Business Days of the occurrence of the Listed Event.

(b) The Dissemination Agent shall, within one (1) Business Day of obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the Disclosure Representative of such Listed Event. The Dissemination Agent shall not be required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives written instructions from the Disclosure Representative to do so. If the Dissemination Agent has been instructed by the Disclosure Representative on behalf of the Issuer to report the occurrence of a Listed Event under this subsection (b), the Dissemination Agent shall immediately file a notice of such occurrence with the MSRB. It is agreed and understood that the duty to make or cause to be made the disclosures herein is that of the Issuer and not that of the Trustee or the Dissemination Agent. It is agreed and understood that the Dissemination Agent has agreed to give the foregoing notice to the Issuer as an accommodation to assist it in monitoring the occurrence of such event, but is under no obligation to

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investigate whether any such event has occurred. As used above, “actual knowledge” means the actual fact or statement of knowing, without a duty to make any investigation with respect thereto. In no event shall the Dissemination Agent be liable in damages or in tort to the Issuer, the Participating Underwriter, the Trustee, or any Owner or beneficial owner of any interests in the Bonds as a result of its failure to give the foregoing notice or to give such notice in a timely fashion.

(c) If in response to a notice from the Dissemination Agent under subsection (b), the Issuer determines that the Listed Event under number 2, 7, 8 (as to Bond calls only), 10, 13, 14 or 15 of subparagraph (a) above is not material under applicable federal securities laws, the Issuer shall promptly notify the Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (b).

SECTION 6. Termination of Reporting Obligations. The obligations of the Issuer, the Administrator and the Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. So long as any of the Bonds remain Outstanding, the Dissemination Agent may assume that the Issuer is an obligated person with respect to the Bonds until it receives written notice from the Disclosure Representative stating that the Issuer is no longer an obligated person with respect to the Bonds, and the Dissemination Agent may conclusively rely upon such written notice with no duty to make investigation or inquiry into any statements contained or matters referred to in such written notice. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event with respect to such series of Bonds under Section 5(a).

SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. The initial Dissemination Agent appointed hereunder shall be HTS Continuing Disclosure Services, a division of Hilltop Securities Inc.

SECTION 8. Amendment; Waiver. Notwithstanding any other provisions of this Disclosure Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its consent to any amendment so requested by the Issuer), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:

(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted;

(b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of

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the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

(c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Owners or beneficial owners of the Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment in the next related Annual Issuer Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(a), and (ii) the Annual Issuer Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. No amendment which [materially] adversely affects the Dissemination Agent may be made without its prior written consent (which consent will not be unreasonably withheld or delayed).

SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Issuer Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Issuer Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Issuer Report or notice of occurrence of a Listed Event.

SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Agreement, the Dissemination Agent may (and, at the request of any Participating Underwriter or the Owners of at least twenty-five (25%) aggregate principal amount of Outstanding Bonds, shall, upon being indemnified to its satisfaction), or any Owner or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate to cause the Issuer, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture with respect to the Bonds, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer to comply with this Disclosure Agreement shall be an action for mandamus or specific performance. A default under this Disclosure Agreement by the Issuer shall not be deemed a default under the Disclosure Agreement of Developer by the Developer, and a default under the Disclosure Agreement of Developer by the Developer shall not be deemed a default under this Disclosure Agreement by the Issuer.

SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent and Administrator.

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(a) The Dissemination Agent shall not have any duty with respect to the content of any disclosures made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the Issuer agrees to hold harmless the Dissemination Agent, its officers, directors, employees and agents, but only with funds to be provided by the Developer or from Assessments collected from the property owners in the District, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct; provided, however, that nothing herein shall be construed to require the Issuer to indemnify the Dissemination Agent for losses, expenses or liabilities arising from information provided to the Dissemination Agent by the Developer or the failure of the Developer to provide information to the Dissemination Agent as and when required under the Disclosure Agreement of Developer. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Dissemination Agent is an “obligated person” under the Rule. The Dissemination Agent is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The fact that the Dissemination Agent may have a banking or other business relationship with the Issuer or any person with whom the Issuer contracts in connection with the transaction described in the Indenture, apart from the relationship created by the Indenture or this Disclosure Agreement, shall not be construed to mean that the Dissemination Agent has actual knowledge of any event described in Section 5 above, except as may be provided by written notice to the Dissemination Agent pursuant to this Disclosure Agreement.

(b) Except as otherwise provided herein, the Administrator shall not have any duty with respect to the content of any disclosures made pursuant to the terms hereof. The Administrator shall have only such duties as are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this Disclosure Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees to hold harmless the Administrator, its officers, directors, employees and agents, but only with funds to be provided by the Developer or from Assessments collected from the property owners in the District, against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including reasonable attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Administrator’s negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Administrator and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to mean or to imply that the Administrator is an “obligated person” under the Rule. The Administrator is not acting in a fiduciary capacity in connection with the performance of its respective obligations hereunder. The Administrator shall not in any event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel given with respect to any question relating to duties and responsibilities of the Administrator hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document delivered to the Administrator and believed to be genuine and to have been signed or presented by the proper party or parties.

(c) The Dissemination Agent or the Administrator may, from time to time, consult with legal counsel of its own choosing in the event of any disagreement or controversy, or question or doubt

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as to the construction of any of the provisions hereof or their respective duties hereunder, and the Dissemination Agent and Administrator shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel.

UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE ADMINISTRATOR OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, THE ADMINISTRATOR OR THE DISSEMINATION AGENT, RESPECTIVELY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS DISCLOSURE AGREEMENT, 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. THE DISSEMINATION AGENT AND THE ADMINISTRATOR IS UNDER NO OBLIGATION NOR IS IT REQUIRED TO BRING SUCH AN ACTION.

SECTION 12. Assessment Timeline. The basic expected timeline for the collection of Assessments and the anticipated procedures for pursuing the collection of delinquent Assessments is set forth in Exhibit C which is intended to illustrate the general procedures expected to be followed in enforcing the payment of delinquent Assessments.

SECTION 13. No Personal Liability. No covenant, stipulation, obligation or agreement of the Issuer, Administrator or Dissemination Agent contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future council members, officer, agent or employee of the Issuer, Administrator or Dissemination Agent in other than that person's official capacity.

SECTION 14. Severability. In case any section or provision of this Disclosure Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder or any application thereof, is for any reasons held to be illegal or invalid, such illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder (except to the extent that such remainder or section or provision or other covenant, stipulation, obligation, agreement, act or action, or part thereof is wholly dependent for its operation on the provision determined to be invalid), which shall be construed and enforced as if such illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any application thereof affect any legal and valid application thereof, and each such section, provision, covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law.

SECTION 15. Sovereign Immunity. The Dissemination Agent agrees that nothing in this Disclosure Agreement shall constitute or be construed as a waiver of the Issuer’s sovereign or governmental immunities regarding liability or suit.

SECTION 16. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Administrator, the Dissemination Agent, the Participating Underwriter, and the Owners

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and the beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Nothing in this Disclosure Agreement is intended or shall act to disclaim, waive or otherwise limit the duties of the Issuer under federal and state securities laws.

SECTION 17. Dissemination Agent Compensation. The fees and expenses incurred by the Dissemination Agent for its services rendered in accordance with this Disclosure Agreement constitute Administrative Expenses and will be included in the Annual Installments as provided in the annual updates to the Service and Assessment Plan. The Dissemination Agent has entered into a separate agreement with the Issuer, which agreement provides for the payment of the fees and expenses of the Dissemination Agent for its services rendered in accordance with this Disclosure Agreement.

SECTION 18. Administrator Compensation. The fees and expenses incurred by the Administrator for its services rendered in accordance with this Disclosure Agreement constitute Administrative Expenses and will be included in the Annual Installments as provided in the annual updates to the Service and Assessment Plan. The Administrator has entered into a separate agreement with the Issuer, which agreement governs the administration of the District, including the payment of the fees and expenses of the Administrator for its services rendered in accordance with this Disclosure Agreement.

SECTION 19. Anti-Boycott Verification. The Dissemination Agent hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Disclosure Agreement is a contract for goods or services, will not boycott Israel during the term of this Disclosure Agreement. The foregoing verification is made solely to comply with Section 2270.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, “boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. The Dissemination Agent understands “affiliate” to mean an entity that controls, is controlled by, or is under common control with the Dissemination Agent and exists to make a profit.

SECTION 20. Iran, Sudan and Foreign Terrorist Organizations. The Dissemination Agent represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s internet website:

https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf.

The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the Dissemination Agent and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded

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from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Dissemination Agent understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the Dissemination Agent and exists to make a profit.

SECTION 21. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Texas.

SECTION 22. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

[Signature pages follow]

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CITY OF PRINCETON, TEXAS By: City Manager

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HTS CONTINUING DISCLOSURE SERVICES, A DIVISION OF HILLTOP SECURITIES INC. (as Dissemination Agent) By: Authorized Officer

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30 THREE SIXTY PUBLIC FINANCE, INC. (as Administrator) By: Authorized Officer

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A-1 4145-5098-5242.2

EXHIBIT A

NOTICE TO MSRB OF FAILURE TO FILE [ANNUAL ISSUER REPORT][ANNUAL AUDITED FINANCIAL STATEMENTS]

Name of Issuer: City of Princeton, Texas Name of Bond Issue: Special Assessment Revenue Bonds, Series 2020

(Winchester Public Improvement District Phases 1 and 2 Project) (the “Bonds”)

CUSIP Nos. [insert CUSIP NOs.] Date of Delivery: ______________, 20__

NOTICE IS HEREBY GIVEN that the City of Princeton, Texas (the “Issuer”), has not provided [an Annual Issuer Report][Annual Audited Financial Statements] with respect to the Bonds as required by the Continuing Disclosure Agreement of Issuer dated [INDENTURE DATE], 2020, between the Issuer, 30 Three Sixty Public Finance, Inc., as “Administrator” and HTS Continuing Disclosure Services, a division of Hilltop Securities Inc., as “Dissemination Agent.” The Issuer anticipates that [the Annual Issuer Report][Annual Audited Financial Statements] will be filed by ________________.

Dated: _________________

HTS Continuing Disclosure Services, a division of Hilltop Securities Inc., on behalf of the City of Princeton, Texas (as Dissemination Agent) By: Title:

cc: City of Princeton, Texas

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EXHIBIT B


(WINCHESTER PUBLIC IMPROVEMENT DISTRICT PHASES 1 AND 2 PROJECT)

ANNUAL ISSUER REPORT*

Delivery Date: __________, 20__ CUSIP NOSs: [insert CUSIP NOs.]

BONDS OUTSTANDING

CUSIP Number

Maturity Date

Interest Rate

Original Principal Amount

Outstanding Principal Amount

Outstanding Interest Amount

INVESTMENTS

Fund/ Account Name

Investment Description Par Value Book Value Market Value

_________________________ *Excluding Annual Audited Financial Statements of the Issuer

ITEMS REQUIRED BY SECTIONS 4(a)(ii) – (vi) [Insert a line item]

SECTION 4(a)(vii) COLLECTION AND DELINQUENCY HISTORY OF THE ASSESSMENTS WITHIN PHASES 1 AND 2 FOR THE PAST FIVE FISCAL YEARS, IN THE FOLLOWING FORMAT:

Collection and Delinquent History of Assessments of Phases 1 and 2 of the District Collected in Fiscal Year Ending 9/30

Assessment

Billed

Parcels Levied






20__ $ — — $ (1) Collected as of _________ __, 20__. Includes $___________ attributable to Prepayments.

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ITEMS REQUIRED BY SECTIONS 4(a)(viii) – (xi) OF THE CONTINUING DISCLOSURE AGREEMENT OF ISSUER RELATING TO THE CITY OF PRINCETON, TEXAS SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2020, (WINCHESTER PUBLIC IMPROVEMENT DISTRICT PHASES 1 AND 2 PROJECT) [Insert a line item for each applicable listing]

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EXHIBIT C

BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS AND PURSUIT OF DELINQUENCIES1

Date Delinquency Clock (Days)

Activity

January 31 Annual Installments of Assessments are due.

February 1 1 Annual Installments of Assessments Delinquent if not received.

February 15 15 Issuer forwards payment to Trustee for all collections received as of February 15, along with detailed breakdown. Subsequent payments and relevant details will follow monthly thereafter.

Issuer and/or Administrator should be aware of actual and specific delinquencies.

Issuer and/or Administrator should be aware if Reserve Fund needs to be utilized for debt service payments on March 1. If there is to be a shortfall, the Trustee and Dissemination Agent should be immediately notified in writing. Issuer and/or Administrator should also be aware if, based on collections, there will be a shortfall for September payment.

Issuer and/or Administrator should determine if previously collected surplus funds, if any, plus actual collections will be fully adequate for debt service in March and September.

At this point, if total delinquencies are under 5% and if there is adequate funding for March and September payments, no further action is anticipated for collection of Annual Installments of Assessments except that the Issuer or Administrator, working with the City Attorney or an appropriate designee, will begin process to cure deficiency. For properties delinquent by more than one year or if the delinquency exceeds $10,000 the matter will be referred for commencement of foreclosure. If there are over 5% delinquencies or if there is inadequate funding in the Pledged Revenue

1 Illustrates anticipated dates and procedures for pursuing the collection of delinquent Annual Installments of Assessments, which dates and procedures are subject to adjustment by the Issuer.

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Fund for transfer to the Principal and Interest Account of such amounts as shall be required for the full March and September payments, the collection-foreclosure procedure will proceed against all delinquent properties.

March 15 43/44 Trustee pays bond interest payments to bondholders.

Reserve Fund payment to Bond Fund may be required if Assessments are below approximately 50% collection rate.

Issuer, or the Trustee, on behalf of the Issuer, to notify Dissemination Agent of the occurrence of draw on the Reserve Fund and, following receipt of such notice, Dissemination Agent to notify MSRB of such draw on the Fund for debt service.

Use of Reserve Fund for debt service payment should trigger commencement of foreclosure on delinquent properties. Issuer determines whether or not any Annual Installments of Assessments are delinquent and, if such delinquencies exist, the Issuer commences as soon as practicable appropriate and legally permissible actions to obtain such delinquent Annual Installments of Assessments.

March 20 48/49 Issuer and/or Administrator to notify Dissemination Agent for disclosure to MSRB of all delinquencies. If any property owner with ownership of property responsible for more than $10,000 of the Annual Installments of Assessments is delinquent or if a total of delinquencies is over 5%, or if it is expected that Reserve Fund moneys will need to be utilized for either the March or September bond payments, the Disclosure Representative shall work with City Attorney's office, or the appropriate designee, to satisfy payment of all delinquent Annual Installments of Assessments.

April 15 74/75 Preliminary Foreclosure activity commences, and Issuer to notify Dissemination Agent of the commencement of preliminary foreclosure activity. If Dissemination Agent has not received

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Foreclosure Schedule and Plan of Collections, Dissemination Agent to request same from the Issuer.

May 1 90/91 If the Issuer has not provided the Dissemination Agent with Foreclosure Schedule and Plan of Collections, and if instructed by the bondholders under Section 11.2 of the Indenture, Dissemination Agent requests that the Issuer commence foreclosure or provide plan for collection.

May 15 104/105 The designated lawyers or law firm will be preparing the formal foreclosure documents and will provide periodic updates to the Dissemination Agent for dissemination to those bondholders who have requested to be notified of collections progress. The goal for the foreclosure actions is a filing by no later than June 1 (day 121/122).

June 1 121/122 Foreclosure action to be filed with the court. June 15 135/136 Issuer notifies Trustee and Dissemination Agent

of Foreclosure filing status in writing. Dissemination Agent notifies bondholders.

July 1 151/152 If bondholders and Dissemination Agent have not been notified of a foreclosure action, Dissemination Agent will notify the Issuer that it is appropriate to file action.

A committee of not less than twenty-five (25%) of the Owners may request a meeting with the City Manager, Assistant City Manager or the Finance Director to discuss the Issuer’s actions in pursuing the repayment of any delinquencies. This would also occur after day 30 if it is apparent that a Reserve Fund draw is required. Further, if delinquencies exceed five percent (5%) Owners may also request a meeting with the Issuer at any time to discuss the Issuer’s plan and progress on collection and foreclosure activity. If the Issuer is not diligently proceeding with the foreclosure process, the Owners may seek an action for mandamus or specific performance to direct the Issuer to pursue the collections of delinquent Annual Installments of Assessments.

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COMMITMENT OF FUNDS FOR SPECIFIC PROJECT

RESOLUTION NO. 2020-06-22-R

A RESOLUTION OF THE CITY OF PRINCETON, TEXAS, AUTHORIZING THE

PURCHASE AND FINANCING OF AN AREIAL APPARATUS FOR THE FIRE

DEPARTMENT, AUTHORIZING THE FUNDING, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE THE NESESSARY AGREEMENTS

WHEREAS, the governing body of the City of Princeton has determined that it is in the best interest of the

City to purchase an aerial apparatus for the fire department; and

WHEREAS, the City currently carries a ISO 2 rating, and this apparatus will be essential in maintaining

the current rating inside the City; and

WHEREAS, Metro Fire Apparatus Specialists has provided a proposal for the purchase of this apparatus

in the amount of $757,000 including painting the Princeton scheme on the cab and ladder; and

WHEREAS, the project is estimated to cost $782,000 including the necessary equipment to operate the

apparatus; and

WHEREAS, Rev Financial Services has offered an interest rate of 2.42% for 10 years, with no fees for

early payoff, and the first payment due in July of 2021; and

WHEREAS, the funding for this project will be allocated from general future city revenues available for

this purchase; and

WHEREAS, the City Council authorizes the City Manager to execute the required documents and

agreements to facilitate the purchase, and

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PRINCETON, TEXAS, THAT

THE FUNDS ARE HEREBY COMMITTED FOR THE ABOVE MENTIONED PROJECT.

ARTICLE 1.

The funds in the amount of $782,000 is hereby allocated for this project.

Effective Date.

This Resolution shall be effective upon the date of passage by the City Council.

PASSED by the City Council of the City of Princeton, Texas, this 22th day of June 2020.

APPROVED: ATTEST:

Mayor City Secretary

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Apparatus Specialists, Inc. 514 Michigan / Houston, Texas 77587 / (713) 692-0911 / (713) 692-1591 fax S4971 Spartan Stock 75’ RM Quint Specifications INTENT OF SPECIFICATIONS It is the intent of these specifications to cover the furnishing and delivery to the purchaser of a complete apparatus equipped as herein specified. With a view to obtaining the best results and the most acceptable apparatus for service in the fire department, these specifications cover the general requirements as to the type of construction, together with certain details as to finish, equipment, and appliances with which the successful bidder must conform. Minor details of construction and materials where not otherwise specified are left to the discretion of the contractor, who shall be solely responsible for the design and construction of all features. Bids shall only be considered from companies that have an established reputation in the field of fire apparatus construction and have been in business for a minimum of 50 years. Each bidder shall furnish satisfactory evidence of his ability to construct the apparatus specified. The bidder shall also show that they are in a position to render prompt service and furnish replacement parts for said apparatus. Aerials containing load ratings and capabilities of the highest level within the respective model class shall be accepted. Bids submitted containing medium duty or light duty aerial ladders shall not be considered as meeting minimum requirements and will automatically be rejected. CONTRACTOR'S SPECIFICATIONS Each bid shall be accompanied by a set of "Contractor's Specifications" consisting of a detailed description of the apparatus and equipment proposed and to which the apparatus furnished under contract shall conform. These specifications shall indicate size, type, model, and make of all component parts and equipment. The submitted bids shall clearly describe the capabilities of the aerial device. Items such as safety factor certification, horizontal reach, vertical reach, scrub chart information, load capabilities, flow ratings, monitor capabilities, short set capabilities, safety interlock information, estimated completed weight information and other pertinent information shall be either submitted with the bid or readily available if requested. TIMELY PROPOSALS It is the bidder's responsibility to see that their proposals arrive on time. Late proposals, facsimiles, e-mails, telegram, or telephone bids shall not be considered. DRAWINGS All bid drawings shall be stamped PROPOSAL.

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• A total of six (6) drawings shall be supplied. The provided drawings can be printed to any paper size, but the scale will only be valid when printed to the paper size listed in the title block

• Drawings shall show five (5) views: left (drivers), right (officers), front, rear, and top

• OAL (overall length) in feet and inches. The estimated length shall be rounded up to the nearest inch

• OAH (overall height) in feet and inches. The estimated height shall be rounded up to the nearest inch

• Wheelbase in inches

• Pump house width in inches

• Front of the body to the centerline of the rear axle in inches

• Front and rear overhang in inches

• Angle of approach and departure

• Roll up doors will be shown in open position. Lap doors will be shown in the closed position

• Compartment dimensions shall be shown in a table on the drawing. The table shall display

1. Clear door opening – The width/height of the clear door opening

2. Interior dimensions – The interior compartment dimensions excluding any accessories or pockets (i.e. roll up door drums, hard suction hose pans, suspension pockets, etc.)

3. Divide heights – The measurement where the compartment changes from full depth to shallow depth

4. Compartment depths – Depth of the compartment with the door closed

• Ground ladders shall be labeled with a letter designation referring to the table for an explanation of the ladder

• No pump panel or instrument panel controls, discharges or inlets shall be shown. The panel space is to be left blank and labeled "Pump Panel"

• Rear plumbing, such as 2-1/2" discharges, rear steamers, and direct tank fills, shall be shown

• Water tank outline (if applicable)

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• Water tank and foam cell fill towers (If applicable)

• Generator outline (if applicable)

• Warning lights

• D.O.T. lights

Text Block Items

• Chassis make/model

• Fire pump make/model

• Water tank capacity (if applicable)

• Foam cell capacity (if applicable)

• Body material

• Hose bed capacity in cubic feet (if applicable)

• Total compartment cubic feet

• Utilize an unique bid number

• Drawings shall be printed on white paper with black ink

PURCHASER'S OBLIGATIONS The purchaser reserves the right to accept or reject any or all bids on such basis as the purchaser deems to be in its best interest. All bidders shall be advised that the purchaser is not bound in any manner to automatically accept the lowest bid. The purchaser shall only be obligated to purchase the lowest bid that meets these detailed specifications as closely as possible. SPECIALIZATION Due to the complexity of the apparatus proposed, it is the desire of the purchaser to obtain equipment that is built by companies that specialize in the construction in accordance with NFPA 1901, current edition compliant aerial devices. The aerial device shall be engineered and fabricated by a manufacturer with a minimum of 40 years of experience in the aerial field. No exceptions shall be allowed. No prototype devices or aerials without a proven field record shall be acceptable. The aerial device provided shall be of the highest quality available in the industry. SAFETY REQUIREMENTS

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It is required that the bidder shall meet all State and Federal safety standards and laws that are in effect on the date of the bid for the item(s) that are specified and the particular use for which they are meant. ACQUAINTANCE WITH SPECIFICATIONS It is the responsibility of the bidder to review all of the bidding requirements. Failure of a bidder to be acquainted with this information shall not relieve them from any obligations of the bid requirements. QUALITY AND WORKMANSHIP The design of the apparatus shall embody the latest approved automotive engineering practices. Experimental designs and methods shall not be acceptable. The workmanship shall be of the highest quality in its respective field. Special consideration shall be given to the following points: accessibility of the various units that require periodic maintenance, ease of operation (including pumping and driving), and symmetrical proportions. Construction shall be rugged and ample safety factors shall be provided to carry loads as specified. GENERAL CONSTRUCTION The complete apparatus, assemblies, sub-assemblies, component parts etc., shall be designed and constructed with due consideration to the nature and distribution of the load to be sustained and to the general character of service which the apparatus is to be subjected when placed in service. All parts of the apparatus shall be strong enough to withstand the general service under full load. The apparatus shall be so designed that the various parts are readily accessible for lubrication, inspection, adjustment, and repair. The apparatus shall be designed and constructed, and the equipment mounted, with due consideration to the distribution of the load between the front and rear axles, and side to side loading that all specified equipment, including a full complement of specified ground ladders, full water tank, loose equipment, and firefighters; shall be carried without overloading or damaging the apparatus in accordance with NFPA 1901, current edition requirements. LIABILITY The bidder, if their bid is accepted, shall defend any and all suits and assume all liability for the use of any patented process, device or article forming a part of the apparatus or any appliance furnished under the contract. WARRANTY A copy of the warranties for the chassis, pump, body, paint, water tank (if applicable), aerial device, waterway, and waterway seals shall be furnished with each bidder's proposal.

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INFORMATION REQUIRED UPON DELIVERY The manufacturer shall supply at the time of delivery at least two copies of a complete operation and maintenance manual covering the completed aerial device as delivered. Parts manuals, where possible, shall be cross-referenced to show the actual manufacturer's name, part number and description on all parts and fittings that are commercially available. DESIGN / CONSTRUCTION / TESTING CRITERIA The following criteria shall be applicable to this specification to the extent specified herein:

• NFPA 1901, Current Edition

• American Society for Testing and Materials (ATSM A-36)

• Society of Automotive Engineers, Inc. (SAE) "SAE Handbook"

• American Welding Society (AWS) AWSO 14.4-77

• American Welding Society (AWS) D1.1 and D1.2

• American Society of Non-Destructive Testing (ASNT) "ASNT CP-189

The aerial ladder shall be designed, fabricated, and tested in accordance with the above codes and specifications, as well as all other applicable codes, standards, and specifications that may be referenced by any of the above. NON-DESTRUCTIVE TESTING Steel ladders, turntable, stabilizers, and torque box shall have 100% of all welds tested using both magnetic particle method and visual testing method. Aerials that are fabricated of aluminum shall have 100% of all welds tested using dye penetrant method and visual method. All testing shall be performed by certified technicians, which are employees of an independent nationally recognized and certified third-party testing company. Manufacturers who rely on visual inspection (either in-house or by a third party) as the primary method of testing, and magnetic particle or dye penetrant as a secondary or "proving" test method for only suspect areas shall not be acceptable. In any case, welds shall be tested using two (2) separate NDT inspection methods regardless of the material used to construct the aerial device. THIRD PARTY CERTIFICATION All bids shall include copies of the certification of testing of the aerial device. The purchaser desires a device that has been tested by a third party for compliance with the minimum 2 to 1 safety factor specified in accordance with NFPA 1901, current edition. Devices that have not been certified by a third party engineering firm that is independent of the manufacturer shall not be acceptable, no exceptions. AERIAL DEVICE SAFETY FACTOR AND RATED CAPACITY

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The purchaser desires to purchase, using these specifications, an aerial device with a minimum 2.0:1 Safety Factor as required and defined in accordance with NFPA 1901, current edition. Therefore, the aerial manufacturer shall hereby certify, by submitting a bid for these specifications that the aerial device meets or exceeds all requirements and conditions in these specifications, no exceptions. BID FORMS / SPECIFICATIONS All bid forms shall be submitted on the attached bid form. The bid form and/or these specifications shall be filled out by checking either the "YES" or "NO" column for each and every section/paragraph. Failure to use this form and/or these specifications shall be cause for immediate rejection of any bid. EXCEPTION TO SPECIFICATIONS The following chassis, pump, and body specifications shall be strictly adhered to. Exceptions shall be allowed if they are equal to or superior to that specified and provided they are listed and fully explained on a separate page entitled "EXCEPTIONS TO SPECIFICATIONS". Exception lists shall refer to the specification page number. Each check in the "NO" column shall be listed and fully explained. Where no check is made in a particular paragraph either "YES" or "NO", it shall be assumed the bidder is taking exception to that paragraph. If a paragraph contains an empty column, where the bidder neglected to check the proper "YES" or "NO" column, it is assumed the bidder is not conforming to the requirements of this paragraph. If no explanation is given in the "EXCEPTIONS TO SPECIFICATIONS" document, the bid is subject to immediate rejection. PROPOSALS TAKING TOTAL EXCEPTION TO THESE SPECIFICATIONS WILL BE IMMEDIATELY REJECTED. The buyer is aware that all bidders shall have to take some exceptions, therefore; BIDDERS THAT TAKE NO EXCEPTIONS shall BE REQUIRED TO MEET EVERY PARAGRAPH TO THE FULLEST EXTENT SHOULD THEIR BID BE ACCEPTED. It is the intent of the purchaser to receive bids that do not require telephone calls or other communications to ascertain what a bidder is intending to supply. Upon delivery, the apparatus shall be inspected against these specifications and not those supplied by the bidder with their proposal. Deviations shall not be acceptable unless noted as exceptions at the time of bid. The apparatus shall be rejected until said deviations are corrected to the satisfaction of the buyer. Decisions regarding equal to or better than shall be the sole responsibility of the recipient of the bids rather than companies submitting bids. All deviations, regardless of significance, must be explained in the "EXCEPTIONS TO SPECIFICATIONS" section of the bid. When exceptions are not taken but inconsistencies are noted in the submitted detailed specifications, the bid may be rejected. ROADABILITY The apparatus, when fully equipped and loaded, shall be capable of the following performance while on dry paved roads that are in good condition:

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• Accelerating from 0 to 35 mph within 25 seconds on a 0 percent grade

• Attaining a speed of 50 mph on 0 percent grade

• Maintaining a speed of at least 20 mph on any grade up to and including 6 percent

• The maximum top speed of the apparatus shall not exceed the tire manufacturer's maximum speed rating for the tires installed on the apparatus

FAILURE TO MEET TESTS In the event the apparatus fails to meet the test requirements of these specifications on the first trials, second trials may be made at the option of the bidder within 30 days of the date of the first trials. Such trials shall be final and conclusive and failure to comply with these requirements shall be cause for rejection. Failure to comply with changes as required to conform to any clause of the specifications within 30 days after notice is given to the bidder of such changes, shall be cause for rejection of the apparatus. Permission to keep or store the apparatus in any building owned or occupied by the department during the specified period, with the permission of the bidder, shall not constitute acceptance. PROPOSAL SEQUENCE Bid specifications shall be submitted in the same sequence as these specifications for ease of checking compliance. No exceptions shall be allowed to this requirement. The apparatus committee intends to be thorough during the evaluation of bids process. In order to maximize efficiency and minimize time to thoroughly evaluate all received bids, this requirement must be strictly enforced. AWARD OF CONTRACT All bids submitted shall be valid for a minimum of 30 days during which time bid securities submitted with the proposals shall be held by the purchaser. Criteria for the award shall include, but not be limited to, the following:

• Apparatus Performance And Safety Levels / Considerations

• Completeness of proposal

• Accuracy of accompanying data

• Past performance of bidder

• Compliance with the detailed specifications

• Compliance with purchasers request(s) for personnel qualifications or certifications

• Exceptions and clarifications

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• Financial stability of bidder

• Local representation of the manufacturer

• Serviceability of the proposed apparatus

• Service capabilities of the bidder's local representative

• Compliance with NFPA 1901, current edition

• Any other factor the purchaser deems relevant

After the evaluation and award process is complete, all bidders shall be notified of the results and securities shall be returned. PREREQUISITE BIDDING REQUIREMENTS Any manufacturer submitting a proposal or bid, to these specifications, shall meet the following conditions:

• The manufacturer of the apparatus herein specified, shall be wholly owned (100%) and managed by a Company, Corporation, and/or Parent Company that is wholly based and permanently resides in the United States of America.

• The Company, Corporation, and/or Parent Company, and all assets belonging to such, shall be wholly owned and managed (100%) by the entities specified above.

Any proposal, bid, or response to these specifications by any foreign based, owned, or managed (in part or in whole) Company, Corporation, and/or Parent Company shall be cause for immediate rejection. Any proposal, bid, or response to these specifications by any Company, Corporation, and/or Parent Company, that is owned, operated, managed, or held in contract, in part or wholly by a partnership or other agreement, shall be cause for immediate rejection. Exceptions to these conditions will not be allowed under any circumstances. NFPA 1901-2016 The National Fire Protection Association "Standard for Automotive Fire Apparatus", 2016 edition, is hereby adopted and made a part of these specifications, the same as if it were written out in full detail, with the exception of the section dealing with "Equipment Recommended for Various Types of Apparatus". Bidders shall provide the equipment requested herein and the buyer shall supply the rest before the apparatus is put into service. It is the intent of the purchaser to purchase an apparatus that meets 100% of the minimum standards defined and outlined in NFPA 1901-2016 edition. There are to be no exceptions to this requirement. INSPECTION CERTIFICATE - NFPA 1901 COMPLIANCE An OEM inspection certificate for the apparatus shall be furnished upon delivery. The purpose of this NFPA 1901 compliance inspection shall be to serve as proof to the customer that all applicable standards have been met or exceeded by the responsible manufacturer.

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The following objectives shall be achieved as a result (this listing shall not be construed as being all inclusive):

• Ensure that understanding of all parties respective responsibilities have been addressed by the actual referencing of NFPA 1901 and the amendments in these specifications and the purchase contract and documentation.

• Ensure that only structural materials complying with appropriate standards and codes are used for construction.

• Ensure the applicable standards of design and manufacturing have been met or exceeded.

• Ensure that safety factors have been met or exceeded where required.

• Ensure that applicable standards for testing and inspection have been met or exceeded by personnel with the appropriate qualifications, experience, and certifications.

• Ensure that where applicable components, equipment, and loose equipment carry the appropriate characteristics, classifications, and/or certifications.

• Ensure that in general and as a whole, all applicable requirements set forth in NFPA 1901, and those codes, standards, and specifications referenced by said parties are met, exceeded, and/or addressed.

CONSTRUCTION DOCUMENTATION The contractor shall supply, at the time of delivery, at least one (1) copy of the following documents:

1. The manufacturer's record of apparatus construction details, including the following information:

• Owners name and address

• Apparatus manufacturer, model, and serial number

• Chassis make, model, and serial number

• GAWR of front and rear axles

• Front tire size and total rated capacity in pounds or kilograms

• Rear tire size and total rated capacity in pounds or kilograms

• Chassis weight distribution in pounds with water and manufacturer mounted equipment (front and rear)

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• Engine make, model, serial number, rated horsepower and related speed and governed speed

• Type of fuel and fuel tank capacity

• Electrical system voltage and alternator output in amps

• Battery make, model, and capacity in cold cranking amps (CCA)

• Chassis transmission make, model, and serial number; and if so equipped, chassis transmission PTO(s) make, model, and gear ratio

• If applicable, the pump make, model, rated capacity in gallons or liters per minute, and serial number

• Pump transmission make, model, serial number, and gear ratio, if unit is equipped with a pump

• If applicable, the auxiliary pump make, model, rated capacity in gallons or liters per minute, and serial number

• Water tank certified capacity in gallons or liters

• On aerial apparatus, the device type, rated vertical height in feet or meters, rated horizontal reach in feet or meters, and rated capacity in pounds or kilograms

• Paint manufacturer and paint number(s)

• Company name and signature of responsible company representative

2. Certification of slip resistance of all stepping, standing, and walking surfaces

3. If the apparatus has a fire pump, a copy of the following shall be provided: pump manufacturers certification of suction capability, apparatus manufacturers approval for stationary pumping applications, engine manufacturers certified brake horsepower curve showing the maximum governed speed, pump manufacturers certification of the hydrostatic test, and the certification of inspection and test for the fire pump

4. If the apparatus has an aerial device, the certification of inspection and test for the aerial device, and all the technical information required for inspections to comply with NFPA 1914, Standard for Testing Fire Department Aerial Devices

5. If the apparatus has a fixed line voltage power source, the certification of the test for the fixed power source

6. If the apparatus is equipped with an air system, test results of the air quality, the SCBA fill station, and the air system installation

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7. Weight documents from a certified scale showing actual loading on the front axle, rear axle(s), and overall fire apparatus (with the water tank full but without personnel, equipment, and hose)

8. Written load analysis and results of the electrical system performance tests

9. When the apparatus is equipped with a water tank, the certification of water tank capacity

OPERATION AND SERVICE DOCUMENTATION The contractor shall supply, at the time of delivery, at least two (2) sets of complete operation and service documentation covering the completed apparatus as delivered and accepted. The documentation shall address at least the inspection, service, and operations of the fire apparatus and all major components thereof. The contractor shall also provide documentation of the following items for the entire apparatus and each major operating system or major component of the apparatus:

• Manufacturers name and address

• Country of manufacturer

• Source of service and technical information

• Parts and replacement information

• Descriptions, specifications, and ratings of the chassis, pump, and aerial device

• Wiring diagrams for low voltage and line voltage systems to include the following information: representations of circuit logic for all electrical components and wiring, circuit identification, connector pin identification, zone location of electrical components, safety interlocks, alternator-battery power distribution circuits, and input/output assignment sheets or equivalent circuit logic implemented in multiplexing systems

• Lubrication charts

• Operating instructions for the chassis, any major components such as a pump or aerial device, and any auxiliary systems

• Precautions related to multiple configurations of aerial devices, if applicable

• Instructions regarding the frequency and procedure for recommended maintenance

• Overall apparatus operating instructions

• Safety considerations

• Limitations of use

• Inspection procedures

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• Recommended service procedures

• Troubleshooting guide

• Apparatus body, chassis, and other component manufacturers warranties

• Special data required by this standard

• Copies of required manufacturer test data or reports, manufacturer certifications, and independent third-party certifications of test results

• A material safety data sheet (MSDS) for any fluid that is specified for use on the apparatus

• One (1) copy of the FAMA Safety Guide

The contractor shall deliver with the apparatus all manufacturers operations and service documents supplied with components and equipment that are installed or supplied by the contractor. STATEMENT OF EXCEPTIONS The proposed apparatus as described in this specification document and all related material with the bid package shall meet or exceed all applicable sections for the category of apparatus as defined by NFPA 1901 unless specifically noted within this specification or other official documents associated with this bid. Should any area, section or portion of the apparatus not meet the intent and applicable requirements, a clearly defined listing or explanation of what and why compliance was not achieved shall be provided to the purchaser at the time of delivery. OWNER'S MANUAL An owner's manual containing the construction, operation, and service documentation shall be provided on a USB Drive. One (1) copy of the USB shall be provided with the apparatus. ELECTRICAL MANUAL A complete electrical manual for the apparatus shall also be provided on the USB Drive. This manual shall be specifically prepared for this individual unit rather than a generic schematic manual designed to accommodate all apparatus. The electrical manual shall also include electrical schematics, harness layouts, V-Mux specifications (including Node Input/output Spreadsheet and Node Relationship Spreadsheet), and Master Wire Listing. A contact letter shall also be provided by the electrical engineer, who built the manual, with instructions on using the manual and contact information for assistance with electrical manual questions. ELECTRICAL SCHEMATICS

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A section of the electrical manual shall include schematics of the electrical system and components on the apparatus. These schematics shall be specifically prepared for this individual unit rather than a generic schematic designed to accommodate all apparatus. PUMP PLUMBING SCHEMATICS (if applicable) A section of the electrical manual shall include a schematic of the pump plumbing. This schematic shall be specifically prepared for this individual unit rather than a generic schematic designed to accommodate all apparatus. HYDRAULIC SCHEMATICS (if applicable) A section of the electrical manual shall include schematics of the hydraulic components on the apparatus including but not limited to:

• Ladder Rack(s) and Hose Bed Door(s) (if applicable)

• Aerial – Retraction/Extension (if applicable)

• Aerial – Rotation (if applicable)

• Tiller – HVAC Hydraulics System (if applicable)

FIRE APPARATUS SAFETY GUIDE One (1) printed copy of the FAMA Fire Apparatus Safety Guide shall be provided with the apparatus. This guide provides safety instructions for operations of the fire apparatus. AERIAL OPERATION/PARTS/MAINTENANCE MANUALS One (1) printed aerial operation and maintenance manual shall be provided with the apparatus at the time of delivery. These manuals shall be written in a "step by step" format for ease of reference. One (1) USB shall be provided with a digital copy of the aerial manuals included with the printed version. Finally, a digital version of the aerial manuals will also be included with the complete Owner's Manual USB for the apparatus. Information included in the manuals shall include, but no be limited to the following:

1. Manufacturer Defined Terminology; (to help impart full understanding of terminology used in the manuals)

2. Safety Information and Warnings; (to warn of dangerous conditions/personnel injury/equipment damage)

3. Complete Rated Capacities Information; (allowable loads and GPM flows)

4. Complete and Detailed Operating Systems Descriptions; (to impart understanding of operation/capabilities/working principles)

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5. Instruction For Manufacturer Recommended Deployment and Operation Of All Systems During All Specific Conditions; (to ensure safer, more efficient operation of the aerial device)

6. Current, Actual Illustrations Of Aerial Components Throughout The Manual; (to aid in location of specific components, being addressed in the manual)

7. Complete Maintenance Instructions/Methods/Materials/Intervals/Inspections.

AERIAL LADDER DEVICE INSTRUCTION - (3) CONSECUTIVE DAYS A factory trained and authorized instructor shall be on site, at a predetermined date and location, in order to provide fire department personnel the necessary basic instruction for proper, safe operation and maintenance of the aerial ladder and related components of the aerial ladder. Individual fire departments have their own unique requirements and schedules. The training program recognizes these unique requirements and schedules. Our instruction program is designed to be flexible within reason. Our instructors are willing to negotiate a realistic schedule acceptable to all parties while providing the proper level of training that will allow department personnel the confidence to enhance and expand the training program upon completion of the provided instructional program. The authorized apparatus manufacturer’s instructor shall provide three (3) consecutive days of training. The instruction period shall consist of a combination of classroom instruction as well as hands-on instruction. The instruction program shall be structured and provide instructions to the users on proper operations as defined by the OEM. The instruction/demonstration shall cover the following items; this list is not intended to be all-inclusive:

• Aerial ladder rated load capacity/load minder

• Acceptable aerial ladder operational performance parameters and characteristics

• Proper aerial ladder deployment conditions

• Safety during aerial ladder operations

• Aerial ladder device care and maintenance

• Use of the operation and maintenance manuals

The instruction period and content shall be so designed to provide department personnel with basic fundamental aerial ladder training as recommended by the aerial manufacturer. Training aids utilized by the instructor, which are to be considered in addition to the operations and maintenance manuals, are encouraged. Upon completion of the training course, all attendees will have been provided the proper instructional training which shall provide the operational knowledge necessary in order to feel comfortable with the aerial operations and continue additional training as set forth by the department training officer.

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MISCELLANEOUS EQUIPMENT ALLOWANCE The Gross Axle Weight Rating (GAWR) and the Gross Combined Weight Rating (GCWR) or Gross Vehicle Weight Rating (GVWR) of the chassis shall be adequate to carry the weight of the unequipped apparatus with the water tank and other tanks full, specified hose load, unequipped personnel weight, ground ladders, and miscellaneous equipment allowance of 2,500 pounds. TILT TABLE TESTING NOT REQUIRED The chassis of the apparatus is equipped with Electronic Stability Control (ESC), which is in accordance with NFPA 1901, current edition requirement of maintaining a stability of 26.5 degrees in both directions. VEHICLE STABILITY The apparatus shall comply with the requirements of NFPA 1901 as it applies to vehicle stability. The particular apparatus as described in the specification provided within the bid package shall be classified into one of the following categories:

• The apparatus shall go through actual tilt table testing which shall be determined by the apparatus manufacturer.

• The apparatus shall be equipped with a rollover stability control system as defined in section 4.13.1.2 of NFPA 1901.

• The apparatus shall be deemed a similar apparatus and meeting the intent of section 4.13.1.1.2 of NFPA 1901.

INDEPENDENT THIRD PARTY PUMP CERTIFICATION The fire pump shall be tested and certified by Underwriter's Laboratories, a nationally recognized independent third party testing company. Tests shall be conducted so that the pump performs as listed below:

• 100% of rated capacity at 150 pounds net pressure




The entire pump, both suction and discharge passages, shall be hydrostatically tested to a pressure of 600 PSI. The pump shall be fully tested at the pump manufacturer’s factory to the performance spots as outlined in accordance with NFPA 1901, current edition. The pump shall be free from objectionable pulsation and vibration. PUMP CERTIFICATION

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The pump shall be certified in U.S. gallons per minute (GPM). ONLINE CUSTOMER INTERACTION Smeal Holding LLC. shall provide the capability for online access. The fire department shall be able to view digital photos of their apparatus in the specified phases of construction. The following phases will be captured and displayed:

• Chassis arrival to the OEM

• Fabrication

• Pump and Plumbing

• Paint

• Assembly

• Completion of production

The photos shall be uploaded to a secure website, only accessible to the customer and representatives of the OEM. PRE-CONSTRUCTION MEETING A pre-construction meeting shall be held at the apparatus manufacturer’s factory. Fire department personnel, dealer representative(s) and factory representative(s) shall be present during the pre-construction meeting process. The purpose of conducting this meeting at the factory is to allow the fire department personnel to see various features of or similar components on other apparatus that may be found on the production floor. The pre-construction meeting is the most important meeting during the after-sale production process. The purpose of this meeting is to finalize all aspects of the specifications, discuss and clarify all design details of the apparatus, and to share or provide all information so all parties are in agreement on the apparatus being constructed. The ultimate goal of the pre-construction meeting is for the fire department officials, dealer representative(s), and factory representative(s) to discuss and clarify all aspects of the proposed apparatus and to provide all necessary information to the apparatus manufacturer that will ensure the apparatus is built to the satisfaction of all parties involved. The apparatus manufacturer shall create and forward to the dealer a "Pre-construction" document containing the following items:

• Complete specifications of the apparatus including the chassis

• Detailed amp draw report

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• Listing of clarifications or questions from the manufacturer that require attention (shelf locations, lettering details, etc.)

• A total of six (6) packets of 11" x 17" drawings, each packet complete with a single view drawing for each side of the apparatus shall be supplied

• All drawings shall be drawn and printed to an appropriate scale to maximize the size of the apparatus on each 11" x 17" sheet of paper.

During this pre-construction meeting, any changes or clarifications must be documented on a manufacturer issued change order. The change order shall be signed by the customer and dealership and ultimately by the apparatus manufacturer. The change order becomes an extension of the contract with the official signatures of all three parties. All change order items resulting from the pre-construction meeting shall be implemented into the official shop order document. FINAL INSPECTION The department/dealer representative will inspect the final apparatus prior to it leaving the apparatus body manufacturer’s facility. This will allow any changes that may be required, to be done so in a timely manner. After leaving the facility, all repairs or alterations will be performed by either the dealer or an OEM-approved service center. MAXIMUM OVERALL HEIGHT The overall height of the apparatus shall not exceed 137” (11'-5”) from the ground. This measurement shall be taken with the tires properly inflated and with the apparatus in the unloaded condition to ensure a maximum overall height. In order to provide the maximum overall height, proposed units using calculated weight as a means to achieve a lower overall height shall not be accepted. The measurement shall be taken at the highest point of the apparatus. MAXIMUM OVERALL LENGTH The overall length of the apparatus shall not exceed 463” (38’-7”). WHEELBASE The wheelbase of the apparatus shall not exceed 212". ANGLE OF APPROACH The angle of approach of the apparatus shall be a minimum of 10 degrees. ANGLE OF DEPARTURE The angle of departure of the apparatus shall be a minimum of 10 degrees. SPARTAN METRO STAR CHASSIS

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MODEL The chassis shall be a Metro Star model. The cab and chassis shall include design considerations for multiple emergency vehicle applications, rapid transit and maneuverability. The chassis shall be manufactured for heavy duty service with the strength and capacity to support a fully laden apparatus, one hundred (100) percent of the time. MODEL YEAR The chassis shall have a vehicle identification number that reflects a 2019 model year. COUNTRY OF SERVICE The chassis shall be put in service in the country of United States of America (USA). The chassis will meet applicable U.S.A. federal motor vehicle safety standards per CFR Title 49 Chapter V Part 571 as clarified in the incomplete vehicle book per CFR Title 49 Chapter V Part 568 Section 4 which accompanies each chassis. Spartan Chassis is not responsible for compliance to state, regional, or local regulations. Dealers should identify those regulations and order any necessary optional equipment from Spartan Chassis or their OEM needed to be in compliance with those regulations. CAB AND CHASSIS LABELING LANGUAGE The cab and chassis shall include the applicable caution, warning, and safety notice labels with text to be written in English. APPARATUS TYPE The apparatus shall be an aerial vehicle designed for emergency service use. The apparatus shall be equipped with a ladder, elevating platform or water tower that shall be rear mounted thus providing the following vehicle benefits:

• Improved mobility vs. mid-ship mounted units, due to shorter overall travel length and wheelbase.

• Increased compartment space, hose load, and water capacity in the body, resulting from ladder being raised to clear the cab.

• Shorter vehicle wheelbase.

• Shorter overall length of vehicle.

VEHICLE TYPE The chassis shall be manufactured for use as a straight truck type vehicle and designed for the installation of a permanently mounted apparatus behind the cab. The apparatus of the vehicle shall be supplied and installed by the apparatus manufacturer. VEHICLE ANGLE OF APPROACH PACKAGE

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The angle of approach of the apparatus shall be a minimum of 8.00 degrees. NFPA1901 Angle of Approach definition: “To determine the angle of approach, place a thin steel strip against the front of the tires where they touch the ground or stretch a tight string from one front tire to the other at the front where they touch the ground. Determine the lowest point (component or equipment) on the vehicle forward of the front tire that would make the smallest angle of approach. Hang a plumb bob from the lowest point and mark the point on the ground where the point of the plumb bob touches. Measure the vertical distance from the ground to the point where the plumb bob was hung (distance V). Measure the horizontal distance from the plumb bob point to the steel strip or string running from front tire to front tire (distance H). Divide the vertical distance by the horizontal distance. The ratio of V/H is the tangent of the angle of approach. If the ratio is known, the angle of approach can be determined from a table of trigonometric functions of angles or from a math calculator. The standard requires a minimum angle of approach of 8.00 degrees: since the tangent of 8.00 degrees is 0.1405, if V divided by H is 0.1405 or larger, the angle of approach is 8.00 degrees or greater.” AXLE CONFIGURATION The chassis shall feature a 4 x 2 axle configuration consisting of a single rear drive axle with a single front steer axle. GROSS AXLE WEIGHT RATINGS FRONT The front gross axle weight rating (GAWR) of the chassis shall be 21,500 pounds. This front gross axle weight rating shall be adequate to carry the weight of the completed apparatus including all equipment and personnel. GROSS AXLE WEIGHT RATINGS REAR The rear gross axle weight rating (GAWR) of the chassis shall be 31,500 pounds. This rear gross axle weight rating shall be adequate to carry the weight of the completed apparatus including all equipment and personnel. PUMP PROVISION The chassis shall include provisions to mount a drive line pump in the middle of the chassis, behind the cab, more commonly known as the midship location. Chassis driveline pump provisions shall include an interlock feature for automatic setting of the park brake when the vehicle is shifted into pump mode while the transmission is in neutral and the transmission output speed translates to less than 1 mph. When the conditions are met the driver side parking brake valve shall activate. Once shifted to road mode the condition for electric automatic brake engagement is no longer present and the driver’s parking brake control valve shall function normally. WATER & FOAM TANK CAPACITY

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The chassis shall include a carrying capacity of up to 750 gallons (2839 liters). The water and/or foam tank(s) shall be supplied and installed by the apparatus manufacturer. CAB STYLE The cab shall be a custom, fully enclosed, MFD model with a flat roof over the driver, officer, and crew area, designed and built specifically for use as an emergency response vehicle by a company specializing in cab and chassis design for all emergency response applications. The cab shall be designed for heavy-duty service utilizing superior strength and capacity for the application of protecting the occupants of the vehicle. This style of cab shall offer up to eight (8) seating positions. The cab shall incorporate a fully enclosed design with side wall roof supports, allowing for a spacious cab area with no partition between the front and rear sections of the cab. To provide a superior finish by reducing welds that fatigue cab metal; the roof, the rear wall and side wall panels shall be assembled using a combination of welds and proven industrial adhesives designed specifically for aluminum fabrication for construction. The cab shall be constructed using multiple aluminum extrusions in conjunction with aluminum plate, which shall provide proven strength and the truest, flattest body surfaces ensuring less expensive paint repairs if needed. All aluminum welding shall be completed to the American Welding Society and ANSI D1.2-96 requirements for structural welding of aluminum. All interior and exterior seams shall be sealed for optimum noise reduction and to provide the most favorable efficiency for heating and cooling retention. The cab shall be constructed of 5052-H32 corrosion resistant aluminum plate. The cab shall incorporate tongue and groove fitted 6061-T6 0.13 & 0.19 inch thick aluminum extrusions for extreme duty situations. A single formed, one (1) piece extrusion shall be used for the “A” pillar, adding strength and rigidity to the cab as well as additional roll-over protection. The cab side walls and lower roof skin shall be 0.13 inch thick; the rear wall and raised roof skins shall be 0.09 inch thick; the front cab structure shall be 0.19 inch thick. The exterior width of the cab shall be 94.00 inches wide with a minimum interior width of 88.00 inches. The overall cab length shall be 131.10 inches with 54.00 inches from the centerline of the front of the axle to the back of the cab. The cab interior shall be designed to afford the maximum usable interior space and attention to ergonomics with hip and legroom while seated which exceeds industry standards. The crew cab floor shall be flat across the entire walking area for ease of movement inside the cab. The cab shall offer an interior height of 57.50 inches from the front floor to the headliner and a rear floor to headliner height of 55.00 inches at a minimum. The cab shall offer an interior measurement at the floor level from the rear of the engine tunnel to the rear wall of the cab of 51.88 inches. All interior measurements shall include the area within the interior trimmed surfaces and not to any unfinished surface. The cab shall include a driver and officer area with two (2) cab doors large enough for personnel in full firefighting gear. The front doors shall offer a clear opening of 40.25 inches wide X 53.50 inches high, from the cab floor to the top of the door opening. The cab shall also include a crew area with up to two (2) cab doors, also large enough for personnel in full firefighting gear. The

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rear doors shall offer a clear opening of 32.25 inches wide X 51.00 inches high, from the cab floor to the top of the door opening. The cab shall incorporate a progressive two (2) step configuration from the ground to the cab floor at each door opening. The progressive steps are vertically staggered and extend the full width of each step well allowing personnel in full firefighting gear to enter and exit the cab easily and safely. The first step for the driver and officer area shall measure approximately 11.50 inches deep X 31.13 inches wide. The intermediate step shall measure approximately 8.50 inches deep X 32.50 inches wide. The height from the first step to the intermediate step and the intermediate step to the cab floor shall not exceed 11.00 inches. The first step for the crew area shall measure approximately 11.50 inches deep X 20.44 inches wide. The intermediate step shall measure approximately 10.25 inches deep X 22.75 inches wide. The height from the first step to the intermediate step and the intermediate step to the cab floor shall not exceed 12.80 inches. OCCUPANT PROTECTION The vehicle shall include the Advanced Protection System™ (APS) which shall secure belted occupants and increase the survivable space within the cab. The APS shall selectively deploy integrated systems to protect against injuries in qualifying frontal impact, side impact, and rollover events. The increase in survivable space and security of the APS shall also provide ejection mitigation protection. The system components shall include:

• Driver steering wheel airbag

• Driver dual knee air bags (patent pending) with energy management mounting (patent pending) and officer knee airbag.

• Large driver, officer, and crew area side curtain airbags

• APS advanced seat belt system - retractor pre-tensioners tighten the seat belts around the occupants, securing the occupants in seats and load limiters play out some of the seat belt webbing to reduce seat belt to chest and torso force upon impact as well as mitigate head and neck injuries

• Heavy truck Restraints Control Module (RCM) - receives inputs from the outboard sensors, selectively deploys APS systems, and records sensory inputs immediately before and during a detected qualifying event

• Integrated outboard crash sensors mounted at the perimeter of the vehicle - detects a qualifying front or side impact event and monitors and communicates vehicle status and real time diagnostics of all critical subsystems to the RCM

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• Fault-indicating Supplemental Restraint System (SRS) light on the driver’s instrument panel

Frontal impact protection shall be provided by the outboard sensors and the RCM. In a qualifying front impact event the outboard sensors provide inputs to the RCM. The RCM activates the steering wheel airbag, driver side dual knee airbags (patent pending), officer side knee airbag, and advanced seat belts for each occupant in the cab. Rollover, side impact, and ejection mitigation shall be provided by the outboard sensors and the RCM. In qualifying rollover or side impact events the outboard sensors provide inputs to the RCM. The RCM activates the side curtain airbags and advanced seat belts for each occupant in the cab. The RCM measures roll angle, lateral acceleration, and roll rate to determine if a rollover event or side impact event is imminent or occurring. In the event of a qualifying offset or other non-frontal impact, the RCM shall determine and intelligently deploy the front impact protection system, the side impact protection system, or both front and side impact protection systems based on the inputs received from the outboard crash sensors. CAB FRONT FASCIA The front cab fascia shall be constructed of 5052-H32 Marine Grade, 0.13 of an inch thick aluminum plate which shall be an integral part of the cab. The cab fascia will encompass the entire front of the aluminum cab structure from the bottom of the windshield to the bottom of the cab and shall be the “Classic” design. The front cab fascia shall include two (2) molded plastic modules on each side accommodating a total of up to four (4) Hi/Low beam headlights and two (2) turn signal lights or up to four (4) warning lights. A chrome plated molded plastic bezel shall be provided on each side around each set of four lamps. FRONT GRILLE The front fascia shall include a box style, 304 stainless steel front grille 44.45 inches wide X 33.50 inches high X 1.50 inches deep. The grille shall include a minimum free air intake of 732.00 square inches. The upper portion of the grille shall be hinged to provide service access behind the grille. CAB UNDERCOAT There shall be a rubberized undercoating applied to the underside of the cab that provides abrasion protection, sound deadening and corrosion protection. CAB SIDE DRIP RAIL There shall be a drip rail along the top radius of each cab side. The drip rails shall help prevent water from the cab roof running down the cab side. CAB PAINT EXTERIOR

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The cab shall be painted prior to the installation of glass accessories and all other cab trim to ensure complete paint coverage and the maximum in corrosion protection of all metal surfaces. All metal surfaces on the entire cab shall be ground by disc to remove any surface oxidation or surface debris which may hinder the paint adhesion. Once the surface is machine ground a high quality acid etching of base primer shall be applied. Upon the application of body fillers and their preparation, the cab shall be primed with a coating designed for corrosion resistance and surface paint adhesion. The maximum thickness of the primer coat shall be 2.00 mils. The entire cab shall then be coated with an intermediate solid or epoxy surfacing agent that is designed to fill any minor surface defects, provide an adhesive bond between the primer and the paint and improve the color and gloss retention of the color. The finish to this procedure shall be a sanding of the cab with 360 grit paper followed by sealing the seams with SEM brand seam sealer. The cab shall then be painted the specific color designated by the customer with an acrylic urethane type system designed to retain color and resist acid rain and most atmospheric chemicals found on the fire ground or emergency scene. The paint shall have a minimum thickness of 2.00 mils, followed by a clear top coat not to exceed 2.00 mils. The entire cab shall then be baked at 180 degrees for one (1) hour to speed the curing process of the coatings. CAB PAINT MANUFACTURER The cab shall be painted with PPG Industries paint. CAB PAINT PRIMARY/LOWER COLOR The primary/lower paint color shall be PPG FBCH 925903 red. CAB PAINT SECONDARY/UPPER COLOR The secondary/upper paint color shall be PPG FBCH 925849 white. CAB PAINT EXTERIOR BREAKLINE The upper and lower paint shall meet at a breakline on the cab which shall be located approximately 1.00 inch below the door windows on each side of the cab. The breakline shall curve down at the front cab corners to approximately 5.00 inches below the windshields on the front of the cab. CAB PAINT PINSTRIPE Where the upper and lower paint colors meet a temporary 0.50 inch wide black pinstripe shall be applied over this break line to offer a more finished look prior to the final pinstripe being installed by the OEM. CAB PAINT WARRANTY The cab and chassis shall be covered by a limited manufacturer paint warranty which shall be in effect for ten (10) years from the first owner’s date of purchase or in service or the first 100,000 actual miles, whichever occurs first.

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CAB PAINT INTERIOR The visible interior cab structure surfaces shall be painted with a multi-tone silver gray texture finish. CAB ENTRY DOORS The cab shall include four (4) entry doors, two (2) front doors and two (2) crew doors designed for ease of entering and egress when outfitted with an SCBA. The doors shall be constructed of extruded aluminum with a nominal thickness of 0.13 inch. The exterior skins shall be constructed of 0.13 inch aluminum plate. The doors shall include a double rolled style automotive rubber seal around the perimeter of each door frame and door edge which ensures a weather tight fit. All door hinges shall be hidden within flush mounted cab doors for a pleasing smooth appearance and perfect fit along each side of the cab. Each door hinge shall be piano style with a 0.38 inch pin and shall be constructed of stainless steel. CAB ENTRY DOOR TYPE All cab entry doors shall be full length in design to fully enclose the lower cab steps. Entry doors shall include Pollak mechanical plunger style switches for electrical component activation. CAB INSULATION The cab ceiling and walls shall include 1.00 inch thick foam insulation. The insulation shall act as a barrier absorbing noise as well as assisting in sustaining the desired climate within the cab interior. CAB STRUCTURAL WARRANTY Summary of Warranty Terms: THE FOLLOWING IS SUMMARY OF WARRANTY TERMS FOR INFORMATION ONLY. THE ACTUAL LIMITED WARRANTY DOCUMENT, WHICH IS ATTACHED TO THIS OPTION, CONTAINS THE COMPLETE STATEMENT OF THE SPARTAN MOTORS USA LIMITED WARRANTY. SPARTAN’S RESPONSIBILITY IS TO BE ACCORDING TO THE TERMS OF THE COMPLETE LIMITED WARRANTY DOCUMENT. The cab structure shall be warranted for a period of ten (10) years or one hundred thousand (100,000) miles which ever may occur first. The warranty period shall commence on the date the vehicle is delivered to the first end user. CAB TEST INFORMATION The cab shall have successfully completed the preload side impact, static roof load application and frontal impact without encroachment to the occupant survival space when tested in accordance with Section 4 of SAE J2420 COE Frontal Strength Evaluation Dynamic Loading Heavy Trucks, Section 5 of SAE J2422 Cab Roof Strength Evaluation Quasi –Static Loading

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Heavy Trucks and ECE R29 Uniform Provisions Concerning the Approval of Vehicles with regard to the Protection of the Occupants of the Cab of a Commercial Vehicles Annex 3 Paragraph 5. The above tests have been witnessed by and attested to by an independent third party. The test results were recorded using cameras, high speed imagers, accelerometers and strain gauges. Documentation of the testing shall be provided upon request. ELECTRICAL SYSTEM The chassis shall include a single starting electrical system which shall include a 12 volt direct current multiplexing system, suppressed per SAE J551. The wiring shall be appropriate gauge cross link with 311 degree Fahrenheit insulation. All SAE wires in the chassis shall be color coded and shall include the circuit number and function where possible. The wiring shall be protected by 275 degree Fahrenheit minimum high temperature flame retardant loom. All nodes and sealed Deutsch connectors shall be waterproof. OEM WIRING The wiring system shall include a custom J1939 interface harness drop provided by the chassis manufacturer designed to meet the requirements provided by the OEM. The wiring system shall also include a prewire for ECM park brake input and engine ground return circuits located behind the switch panel. The circuits shall include an extra 2 feet of wire and shall be labeled “ECM Park Brake Input”. MULTIPLEX DISPLAY The multiplex electrical system shall include a Weldon Vista IV display which shall be located on the left side of the dash in the switch panel. The Vista IV shall feature a full color LCD display screen which includes a message bar displaying the time of day and important messages requiring acknowledgement by the user which shall all be displayed on the top of the screen in the order they are received. There shall be eight (8) push button virtual controls, four (4) on each side of the display for the on-board diagnostics. The display screen shall be video ready for back-up cameras, thermal cameras, and DVD. The Vista IV display shall offer varying fonts and background colors. The display shall be fully programmable to the needs of the customer and shall offer virtually infinite flexibility for screen configuration options. LOAD MANAGEMENT SYSTEM The apparatus load management shall be performed by the included multiplex system. The multiplex system shall also feature the priority of sequences and shall shed electrical loads based on the priority list specifically programmed. DATA RECORDING SYSTEM The chassis shall have a Weldon Vehicle Data Recorder (VDR) system installed. The system shall be designed to meet NFPA 1901 and shall be integrated with the Weldon Multiplex electrical system. The following information shall be recorded:

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• Vehicle Speed

• Acceleration

• Deceleration

• Engine Speed

• Engine Throttle Position

• ABS Event

• Seat Occupied Status

• Seat Belt Status

• Master Optical Warning Device Switch Position

• Time

• Date

Each portion of the data shall be recorded at the specified intervals and stored for the specified length of time to meet NFPA 1901 guidelines and shall be retrievable by connecting a laptop computer to the VDR system. ACCESSORY POWER The electrical distribution panel shall include two (2) power studs. The studs shall be size #10 and each of the power studs shall be circuit protected with a fuse of the specified amperage. One (1) power stud shall be capable of carrying up to a 40 amp battery direct load. One (1) power stud shall be capable of carrying up to a 15 amp ignition switched load. The two (2) power studs shall share one (1) #10 ground stud. A 225 amp battery direct power and ground stud shall be provided and installed on the chassis near the left hand battery box for OEM body connections. AUXILIARY ACCESSORY POWER An auxiliary set of power and ground studs shall be provided and installed behind the electrical center cover with a 40 amp breaker. The studs shall be 0.38 inch diameter and capable of carrying up to a 40 amp battery direct load. EXTERIOR ELECTRICAL TERMINAL COATING All terminals exposed to the elements will be sprayed with a high visibility protective rubberized coating to prevent corrosion. ENGINE

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The chassis engine shall be a Cummins L9 engine. The L9 engine shall be an in-line six (6) cylinder, four cycle diesel powered engine. The engine shall offer a rating of 450 horse power at 2100 RPM and shall be governed at 2200 RPM. The torque rating shall feature 1250 foot pounds of torque at 1400 RPM with 543 cubic inches (8.9 liters) of displacement. The L9 engine shall feature a VGT™ Turbocharger, a high pressure common rail fuel system, fully integrated electronic controls with an electronic governor, and shall be EPA certified to meet the 2017 emissions standards using cooled exhaust gas recirculation and selective catalytic reduction technology. The engine shall include an engine mounted combination full flow/by-pass oil filter with replaceable spin on cartridge for use with the engine lubrication system. The engine shall include Citgo brand Citgard 500, or equivalent 15W40 CK-4 low ash engine oil which shall be utilized for proper engine lubrication. A wiring harness shall be supplied ending at the back of the cab. The harness shall include a connector which shall allow an optional harness for the pump panel. The included circuits shall be provided for a tachometer, oil pressure, engine temperature, hand throttle, high idle and a PSG system. A circuit for J1939 data link shall also be provided at the back of the cab. CAB ENGINE TUNNEL The cab interior shall include an integrated engine tunnel constructed of 5052-H32 Marine Grade, 0.19 of an inch thick aluminum. The tunnel shall be a maximum of 41.50 inches wide X 25.50 inches high. DIESEL PARTICULATE FILTER CONTROLS There shall be two (2) controls for the diesel particulate filter. One (1) control shall be for regeneration and one (1) control shall be for regeneration inhibit. ENGINE PROGRAMMING HIGH IDLE SPEED The engine high idle control shall maintain the engine idle at approximately 1250 RPM when engaged. ENGINE HIGH IDLE CONTROL The vehicle shall be equipped with an automatic high-idle speed control. It shall be pre-set so when activated, it will operate the engine at the appropriate RPM to increase alternator output. This device shall operate only when the master switch is activated and the transmission is in neutral with the parking brake set. The device shall disengage when the operator depresses the brake pedal, or the transmission is placed in gear, and shall be available to manually or automatically re-engage when the brake is released, or when the transmission is placed in neutral. There shall be an indicator on the Vista display and control screen for the high idle speed control. ENGINE PROGRAMMING ROAD SPEED GOVERNOR The engine shall include programming which will govern the top speed of the vehicle.

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AUXILIARY ENGINE BRAKE A compression brake, for the six (6) cylinder engine shall be provided. A cutout relay shall be installed to disable the compression brake when in pump mode or when an ABS event occurs. The engine compression brake shall activate upon 0% accelerator when in operation mode and actuate the vehicle’s brake lights. The engine shall utilize a variable geometry turbo (VGT) as an integrated auxiliary engine brake to offer a variable rate of exhaust flow, which when activated in conjunction with the compression brake shall enhance the engine's compression braking capabilities. AUXILIARY ENGINE BRAKE CONTROL An engine compression brake control device shall be included. The electronic control device shall monitor various conditions and shall activate the engine brake only if all of the following conditions are simultaneously detected:

• A valid gear ratio is detected.

• The driver has requested or enabled engine compression brake operation.

• The throttle is at a minimum engine speed position.

• The electronic controller is not presently attempting to execute an electronically controlled final drive gear shift.

The compression brake shall be controlled through an on/off switch and a low/medium/high selector switch. ELECTRONIC ENGINE OIL LEVEL INDICATOR The engine oil shall be monitored electronically and shall send a signal to activate a warning in the instrument panel when levels fall below normal. The warning shall activate in a low oil situation upon turning on the master battery and ignition switches without the engine running. FLUID FILLS The front of the chassis shall accommodate fluid fill for the engine oil through the grille. This area shall also accommodate a check for the engine oil. The transmission, power steering, and coolant fluid fills and checks shall be under the cab. The windshield washer fill shall be accessible through the front left side mid step. ENGINE DRAIN PLUG The engine shall include an original equipment manufacturer installed oil drain plug. ENGINE WARRANTY The Cummins engine shall be warranted for a period of five (5) years or 100,000 miles, whichever occurs first.

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REMOTE THROTTLE HARNESS An apparatus interface wiring harness for the engine and transmission pump interlocks shall be supplied with the chassis. The harness shall include a connector for connection to a chassis pump panel harness supplied by the body builder and shall terminate in the left frame rail behind the cab for connection by the body builder. The harness shall include circuits deemed for a pump panel and shall contain circuits for a hand throttle, and a multiplexed gauge. Separate circuits shall also be included for a pump control switch, “Pump Engaged” and “OK to Pump” indicator lights, open compartment ground, start signal, park brake ground, ignition signal, master power, clean power, customer ignition, air horn solenoid switch, high idle switch and high idle indicator light. The harness shall contain interlocks that will prevent shifting to road or pump mode unless the transmission output speed translates to less than 1 mph and the transmission is in neutral. The shift to pump mode shall also require the park brake be set. ENGINE PROGRAMMING REMOTE THROTTLE The engine ECM (Electronic Control Module) discreet wire remote throttle circuit shall be turned off for use with a J1939 based pump controller or when the discreet wire remote throttle controls are not required. ENGINE PROGRAMMING IDLE SPEED The engine low idle speed will be programmed at 700 rpm. ENGINE FAN DRIVE The engine cooling system fan shall incorporate a thermostatically controlled, Horton clutched type fan drive. When the clutched fan is disengaged it shall facilitate improved vehicle performance, cab heating in cold climates, and fuel economy. The fan clutch design shall be fail safe so that if the clutch drive fails the fan shall engage to prevent engine overheating due to the fan clutch failure. ENGINE COOLING SYSTEM There shall be a heavy-duty aluminum cooling system designed to meet the demands of the emergency response industry. The cooling system shall have the capacity to keep the engine properly cooled under all conditions of road and pumping operations. The cooling system shall be designed and tested to meet or exceed the requirements specified by the engine and transmission manufacturer and all EPA requirements. The complete cooling system shall be mounted to isolate the entire system from vibration or stress. The individual cores of the cooling system shall be mounted in a manner to allow expansion and contraction at various rates without inducing stress into the adjoining cores. The cooling system shall utilize a charge air cooler to radiator serial flow package that provides the maximum cooling capacity for the specified engine as well as serviceability. The main components shall include a surge tank, an air to air charge air cooler bolted to the front of the radiator, recirculation shields, a shroud, a fan, and required tubing.

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The radiator shall be a down-flow design constructed with aluminum cores, plastic end tanks, and a steel frame. The radiator shall be equipped with a drain cock to drain the coolant for serviceability. The cooling system shall include a one piece injection molded polymer fan with a three (3) piece fiberglass fan shroud. The cooling system shall be equipped with a surge tank that is capable of removing entrained air from the system. The surge tank shall be equipped with a low coolant probe and rearward oriented sight glass to monitor the level of the coolant. The surge tank shall have a dual seal cap that meets the engine manufacturer's pressure requirements, and allows for expansion and recovery of coolant into a separate integral expansion chamber. All radiator tubes shall be formed from aluminized steel tubing. Recirculation shields shall be installed where required to prevent heated air from reentering the cooling package and affecting performance. The charge air cooler shall be a cross-flow design constructed completely of aluminum with cast tanks. All charge air cooler tubes shall be formed from aluminized steel tubing and installed with silicone hump hoses and stainless steel “constant torque” style clamps meeting the engine manufacturer’s requirements. The radiator and charge air cooler shall be removable through the bottom of the chassis. ENGINE COOLING SYSTEM PROTECTION The engine cooling system shall include a recirculation shield designed to act as a light duty skid plate below the radiator to provide additional protection for the engine cooling system from light impacts, stones, and road debris. The skid plate shall be painted to match the frame components. ENGINE COOLANT The cooling package shall include Extended Life Coolant (ELC). The use of ELC provides longer intervals between coolant changes over standard coolants providing improved performance. The coolant shall contain a 50/50 mix of ethylene glycol and de-ionized water to keep the coolant from freezing to a temperature of -34 degrees Fahrenheit. Proposals offering supplemental coolant additives (SCA) shall not be considered, as this is part of the extended life coolant makeup. ENGINE COOLANT FILTER An engine coolant filter with a shut-off valve for the inlet and outlet shall be installed on the chassis. The location of the filter shall allow for easy maintenance. Proposals offering engines equipped with coolant filters shall be supplied with standard non-chemical type particulate filters. ELECTRONIC COOLANT LEVEL INDICATOR

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The instrument panel shall feature a low engine coolant indicator light which shall be located in the center of the instrument panel. An audible tone alarm shall also be provided to warn of a low coolant incident. ENGINE PUMP HEAT EXCHANGER A single bundle type coolant to water heat exchanger shall be installed between the engine and the radiator. The heat exchanger shall be designed to prohibit water from the pump from coming in contact with the engine coolant. This shall allow the use of water from the discharge side of the pump to assist in cooling the engine. COOLANT HOSES The cooling systems hose shall be formed silicone hose and formed aluminized steel tubing and include stainless steel constant torque band clamps. ENGINE COOLANT OVERFLOW BOTTLE A remote engine coolant overflow bottle shall be provided in the case of over filling the coolant system. The overflow bottle shall capture the expansion fluid or overfill rather than allow the fluid to drain on the ground. The overflow bottle provided on the cooling system shall only be a catch bottle and shall not return excess coolant back into the surge tank. ENGINE AIR INTAKE The engine air intake system shall include an ember separator air intake filter which shall be located behind the right hand side headlamp. This filter ember separator shall be designed to protect the downstream air filter from embers, using a combination of unique flat and crimped metal screens packaged in a corrosion resistant heavy duty galvanized steel frame. This multilayered screen shall be design traps embers and allows them to burn out before passing through the pack. The engine air intake system shall also include a stainless steel air cleaner mounted to the frame and located beneath the cab on the right side of the vehicle. The air cleaner shall utilize a replaceable filter element designed to prevent dust and debris from being ingested into the engine. The air cleaner housing and connections in the air intake system shall be designed to mitigate water intrusion into the system during severe weather conditions. The air intake system shall also include a restriction indicator light in the warning light cluster on the instrument panel, which shall activate when the air cleaner element requires replacement. AIR INTAKE PROTECTION A light duty skid plate shall be supplied for the engine air intake system below the right front side of the cab. The skid plate shall provide protection for the air intake system from light impacts, stones, and road debris. The skid plate shall be painted to match the frame components. ENGINE EXHAUST SYSTEM The exhaust system shall include an end-in end-out horizontally mounted single module after treatment device, downpipe from the charge air cooled turbo. The single module shall include

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four temperature sensors, diesel particulate filter (DPF), urea dosing module (UL2), and a selective catalytic reduction (SCR) catalyst to meet current EPA standards. The selective catalytic reduction catalyst utilizes a diesel exhaust fluid solution consisting of urea and purified water to convert NOx into nitrogen, water, and trace amounts of carbon dioxide. The solution shall be mixed and injected into the system through the between the DPF and SCR. The system shall utilize 0.07 inch thick stainless steel exhaust tubing between the engine turbo and the DPF. Zero leak clamps seal all system joints between the turbo and DPF. The single module after treatment through the end of the tailpipe shall be connected with zero leak clamps. The discharge shall terminate horizontally on the right side of the vehicle ahead of the rear tires. The exhaust system after treatment module shall be mounted below the frame in the inboard position. The mounting brackets shall be mounted on the inside of the frame. DIESEL EXHAUST FLUID TANK The exhaust system shall include a molded cross linked polyethylene tank for Diesel Exhaust Fluid (DEF). The tank shall have a capacity of six (6) usable gallons and shall be mounted on the left hand side of the chassis frame behind the batteries below the frame. The DEF tank shall be designed with capacity for expansion in case of fluid freezing. Engine coolant, which shall be thermostatically controlled, shall be run through lines in the tank to help prevent the DEF from freezing and to provide a means of thawing the fluid if it should become frozen. The tank fill tube shall be routed under the rear of the cab with the fill neck and splash guard accessible in the top rear step. ENGINE EXHAUST ACCESSORIES An exhaust temperature mitigation device shall be shipped loose for installation by the body manufacturer on the vehicle. The temperature mitigation device shall lower the temperature of the exhaust by combining ambient air with the exhaust gasses at the exhaust outlet. The tail pipe shall have a drop in it to allow additional clearance from the body. ENGINE EXHAUST WRAP The exhaust tubing between the engine turbo and the diesel particulate filter (DPF) shall be wrapped with a thermal cover in order to retain the necessary heat for DPF regeneration. The exhaust wrap shall also help protect surrounding components from radiant heat which can be transferred from the exhaust. TRANSMISSION The drive train shall include an Allison model EVS 3000 torque converting, automatic transmission which shall include electronic controls. The transmission shall feature two (2) 10-bolt PTO pads located on the converter housing.

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The transmission shall include two (2) internal oil filters and Castrol TranSynd™ synthetic TES 295 transmission fluid which shall be utilized in the lubrication of the EVS transmission. An electronic oil level sensor shall be included with the readout located in the shift selector. The transmission gear ratios shall be: 1st 3.49:1 2nd 1.86:1 3rd 1.41:1 4th 1.00:1 5th 0.75:1 6th 0.65:1 (if applicable) Rev 5.03:1 TRANSMISSION MODE PROGRAMMING The transmission, upon start-up, will select five (5) speeds of operation. The sixth speed over drive shall be available with the activation of the mode button on the shifting pad. TRANSMISSION FEATURE PROGRAMMING The Allison Gen V-E transmission EVS group package number 127 shall contain the 198 vocational package in consideration of the duty of this apparatus as a pumper. This package shall incorporate an automatic neutral with selector override. This feature commands the transmission to neutral when the park brake is applied, regardless of drive range requested on the shift selector. This requires re-selecting drive range to shift out of neutral for the override. This package shall be coupled with the use of a split shaft PTO and incorporate pumping circuits. These circuits shall be used allowing the vehicle to operate in the fourth range lockup while operating the pump mode due to the 1 to 1 ratio through the transmission, therefore the output speed of the engine is the input speed to the pump. The pump output can be easily calculated by using this input speed and the drive ratio of the pump itself to rate the gallons of water the pump can provide. A transmission interface connector shall be provided in the cab. This package shall contain the following input/output circuits to the transmission control module. The Gen V-E transmission shall include prognostic diagnostic capabilities. These capabilities shall include the monitoring of the fluid life, filter change indication, and transmission clutch maintenance. Function ID Description Wire assignment Inputs C PTO Request 142 J Fire Truck Pump Mode (4th Lockup) 122 / 123 Outputs C Range Indicator 145 (4th) G PTO Enable Output 130 Signal Return 103 TRANSMISSION SHIFT SELECTOR

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An Allison pressure sensitive range selector touch pad shall be provided and located to the right of the driver within clear view and easy reach. The shift selector shall have a graphical Vacuum Florescent Display (VFD) capable of displaying two lines of text. The shift selector shall provide mode indication and a prognostic indicator (wrench symbol) on the digital display. The prognostics monitor various operating parameters and shall alert you when a specific maintenance function is required. ELECTRONIC TRANSMISSION OIL LEVEL INDICATOR The transmission fluid shall be monitored electronically and shall send a signal to activate a warning in the instrument panel when levels fall below normal. TRANSMISSION PRE-SELECT WITH AUXILIARY BRAKE When the auxiliary brake is engaged, the transmission shall automatically shift to second gear to decrease the rate of speed assisting the secondary braking system and slowing the vehicle. TRANSMISSION COOLING SYSTEM The transmission shall include a water to oil cooler system located in the cooling loop between the radiator and the engine. The transmission cooling system shall meet all transmission manufacturer requirements. The transmission cooling system shall feature continuous flow of engine bypass water to maintain uninterrupted transmission cooling. TRANSMISSION DRAIN PLUG The transmission shall include an original equipment manufacturer installed magnetic transmission fluid drain plug. TRANSMISSION WARRANTY The Allison EVS series transmission shall be warranted for a period of five (5) years with unlimited mileage. Parts and labor shall be included in the warranty. PTO LOCATION The transmission shall have two (2) power take off (PTO) mounting locations, one (1) in the 8:00 o’clock position and one (1) in the 4:00 o’clock position. DRIVELINE All drivelines shall be heavy duty metal tube and equipped with Spicer 1710 series universal joints. The shafts shall be dynamically balanced prior to installation to alleviate future vibration. In areas of the driveline where a slip shaft is required, the splined slip joint shall be coated with Glide Coat®. MIDSHIP PUMP / GEARBOX A temporary jackshaft driveline shall be installed by the chassis manufacturer to accommodate the mid-ship split shaft pump as specified by the apparatus manufacturer.

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MIDSHIP PUMP / GEARBOX MODEL The midship pump/gearbox provisions shall be for a Waterous CXSC20 pump. MIDSHIP PUMP GEARBOX DROP The Waterous pump gearbox shall have a “C” (medium length) drop length. MIDSHIP PUMP RATIO The ratio for the midship pump shall be 2.27:1. MIDSHIP PUMP LOCATION C/L SUCTION TO C/L REAR AXLE The midship pump shall be located so the dimension from the centerline of the suction to the centerline of the rear axle is 115.50 inches. PUMP SHIFT CONTROLS One (1) electric over air pump shift control panel shall be mounted in the lower left section of the center dash panel. The following shall be provided on the panel: a three (3) position locking toggle switch; an engraved PUMP ENGAGED identification light, and an engraved OK TO PUMP identification light. The pump shift control panel shall be black with a yellow border outline and shall include pump instructions. An instruction plate describing the transmission shift selector position used for pumping shall be provided and located so it can be read from the driver’s position per NFPA 16.10.1.3. The road mode shall be selected when the switch is in the up position and pump mode shall be selected when the switch is in the down position. The center switch position shall exhaust air from both pump and road sides of the pump gear box shift cylinder. PUMP SHIFT CONTROL PLUMBING Air connections shall be provided from the air supply tank to the pump shift control valve and from the pump shift control valve to the frame mounted bracket. The frame mounted bracket shall include labeling identifying the pump and road connection points with threaded 0.25 inch NPT fittings on the solenoid for attaching the customer installed pump. The air supply shall be pressure protected from service brake system. FUEL FILTER/WATER SEPARATOR The fuel system shall have a Fleetguard FS1098 fuel filter/water separator as a primary filter. The fuel filter shall have a drain valve. A water in fuel sensor shall be provided and wired to an instrument panel lamp and audible alarm to indicate when water is present in the fuel/water separator. A secondary fuel filter shall be included as approved by the engine manufacturer. FUEL LINES

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The fuel system supply and return lines installed from the fuel tank to the engine shall be reinforced nylon tubing rated for diesel fuel. The fuel lines shall be brown in color and connected with brass fittings. FUEL SHUTOFF VALVE A fuel shutoff valve shall be installed in the fuel draw line at the primary fuel filter to allow the fuel filter to be changed without loss of fuel to the fuel pump. ELECTRIC FUEL PRIMER Integral to the engine assembly is an electric lift pump that serves the purpose of pre-filter fuel priming. FUEL COOLER An aluminum cross flow air to fuel cooler shall be provided to lower fuel temperature allowing the vehicle to operate at higher ambient temperatures. The fuel cooler shall be located behind the rear axle. FUEL TANK The fuel tank shall have a capacity of fifty (50) gallons and shall measure 35.00 inches in width X 15.00 inches in height X 24.00 inches in length. The baffled tank shall have a vent port to facilitate venting to the top of the fill neck for rapid filling without "blow-back" and a roll over ball check vent for temperature related fuel expansion and draw. The tank is designed with dual draw tubes and sender flanges. The tank shall have 2.00 inch NPT fill ports for right or left hand fill. A 0.50 inch NPT drain plug shall be centered in the bottom of the tank. The fuel tank shall be mounted below the frame, behind the rear axle. Two (2) three-piece strap hanger assemblies with “U” straps bolted midway on the fuel tank front and rear shall be utilized to allow the tank to be easily lowered and removed for service purposes. Rubber isolating pads shall be provided between the tank and the upper tank mounting brackets. Strap mounting studs through the rail, hidden behind the body shall not be acceptable. FUEL TANK MATERIAL AND FINISH The fuel tank shall be constructed of 12 gauge aluminized steel. The exterior of the tank shall be powder coated black and then painted to match the frame components. All powder coatings, primers and paint shall be compatible with all metals, pretreatments and primers used. The cross hatch adhesion test per ASTM D3359 Method B, results to be 5B minimum. The pencil hardness test per ASTM D3363 shall have a final post-curved pencil hardness of H-2H. The direct impact resistance test per ASTM D2794, results to be 5B minimum.

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Any proposals offering painted fuel tanks with variations from the above process shall not be accepted. The film thickness of vendor supplied parts shall also be sufficient to meet the performance standards as stated above. FUEL TANK STRAP MATERIAL The fuel tank straps shall be constructed of ASTM A-36 steel. The fuel tank straps shall be powder coated black and then painted to match the frame components if possible. FUEL TANK FILL PORT The fuel tank fill ports shall be offset with the left fill port located in the rearward position and the right fill port located in the middle position on the fuel tank. FUEL TANK SERVICEABILTY PROVISIONS The chassis fuel lines shall have additional length provided so the tank can be easily lowered and removed for service purposes. The additional 8.00 feet of length shall be located above the fuel tank and shall be coiled and secured. The fuel line fittings shall be pointed towards the right side (curbside) of the chassis. FUEL TANK DRAIN PLUG A 0.5 inch NPT magnetic drain plug shall be centered in the bottom of the fuel tank. FRONT AXLE The front axle shall be a Meritor Easy Steer Non drive front axle, model number MFS-20. The axle shall include a 3.74 inch drop and a 71.00 inch king pin intersection (KPI). The axle shall include a conventional style hub with a standard knuckle. The weight capacity for the axle shall be rated to 21,500 pounds FAWR. FRONT AXLE WARRANTY The front axle shall be warranted by Meritor for two (2) years with unlimited miles under the general service application. Details of the Meritor warranty are provided on the PDF document attached to this option. FRONT WHEEL BEARING LUBRICATION The front axle wheel bearings shall be lubricated with oil. The oil level can be visually checked via clear inspection windows in the front axle hubs. FRONT SHOCK ABSORBERS Two (2) Bilstein inert, nitrogen gas filled shock absorbers shall be provided and installed as part of the front suspension system. The shocks shall be a monotubular design and fabricated using a special extrusion method, utilizing a single blank of steel without a welded seam, achieving an extremely tight peak-to-valley tolerance and maintains consistent wall thickness. The monotubular design shall provide superior strength while maximizing heat dissipation and shock life.

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The ride afforded through the use of a gas shock is more consistent and shall not deteriorate with heat, the same way a conventional oil filled hydraulic shock would. The Bilstein front shocks shall include a digressive working piston assembly allowing independent tuning of the compression and rebound damping forces to provide optimum ride and comfort without compromise. The working piston design shall feature fewer parts than most conventional twin tube and “road sensing” shock designs and shall contribute to the durability and long life of the Bilstein shock absorbers. Proposals offering the use of conventional twin tube or “road sensing” designed shocks shall not be considered. FRONT SUSPENSION The front suspension shall include a ten (10) leaf spring pack in which the longest leaf measures 54.00 inch long and 4.00 inches wide and shall include a military double wrapped front eye. Both spring eyes shall have a case hardened threaded bushing installed with lubrication counter bore and lubrication land off cross bore with grease fitting. The spring capacity shall be rated at 21,500 pounds. STEERING COLUMN/ WHEEL The cab shall include a Douglas Autotech steering column which shall include a seven (7) position tilt, a 2.25 inch telescopic adjustment, and an 18.00 inch, four (4) spoke steering wheel located at the driver’s position. The steering wheel shall be covered with black polyurethane foam padding. The steering column shall contain a horn button, self-canceling turn signal switch, four-way hazard switch and headlamp dimmer switch. ELECTRONIC POWER STEERING FLUID LEVEL INDICATOR The power steering fluid shall be monitored electronically and shall send a signal to activate an audible alarm and visual warning in the instrument panel when fluid level falls below normal. POWER STEERING PUMP The hydraulic power steering pump shall be a TRW PS and shall be gear driven from the engine. The pump shall be a balanced, positive displacement, sliding vane type. The power steering system shall include an oil to air passive cooler. FRONT AXLE CRAMP ANGLE The chassis shall have a front axle cramp angle of 48-degrees to the left and 44-degrees to the right. POWER STEERING GEAR The power steering gear shall be a TRW model TAS 65 with an assist cylinder.

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CHASSIS ALIGNMENT The chassis frame rails shall be measured to insure the length is correct and cross checked to make sure they run parallel and are square to each other. The front and rear axles shall be laser aligned. The front tires and wheels shall be aligned and toe-in set on the front tires by the chassis manufacturer. REAR AXLE The rear axle shall be a Meritor model RS-30-185 single drive axle. The axle shall include precision forged, single reduction differential gearing, and shall have a fire service rated capacity of 33,000 pounds. The axle shall be built of superior construction and quality components to provide the rugged dependability needed to stand up to the fire industry’s demands. The axle shall include rectangular shaped, hot-formed housing with a standard wall thickness of 0.56 of an inch for extra strength and rigidity and a rigid differential case for high axle strength and reduced maintenance. The axle shall have heavy-duty Hypoid gearing for longer life, greater strength and quieter operation. Industry-standard wheel ends for compatibility with both disc and drum brakes, and unitized oil seal technology to keep lubricant in and help prevent contaminant damage will be used. REAR AXLE DIFFERENTIAL LUBRICATION The rear axle differential shall be lubricated with oil. REAR AXLE WARRANTY The rear axle shall be warranted by Meritor for two (2) years with unlimited miles under the general service application. Details of the Meritor warranty are provided on the PDF document attached to this option. REAR WHEEL BEARING LUBRICATION The rear axle wheel bearings shall be lubricated with oil. VEHICLE TOP SPEED The top speed of the vehicle shall be approximately 60 MPH +/-2 MPH at governed engine RPM. REAR SUSPENSION The single rear axle shall feature a Reyco 79KB vari-rate, self-leveling captive slipper type conventional multi-leaf spring suspension, with 57.50 inch X 3.00 inch springs. One (1) adjustable and one (1) fixed torque rod shall be provided. The rear suspension capacity shall be rated from 21,000 to 31,500 pounds.

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FRONT TIRE The front tires shall be Goodyear 425/65R-22.5 20PR "L" tubeless radial G296 MSA mixed service tread. The front tire stamped load capacity shall be 22,800 pounds per axle with a nominal speed rating of 68 miles per hour when properly inflated to 120 pounds per square inch. The Goodyear Intermittent Service Rating maximum load capacity shall be 24,400 pounds per axle with a speed rating of 68 miles per hour when properly inflated to 120 pounds per square inch. The Goodyear Intermittent Service Rating maximum speed capacity shall be 22,800 pounds per axle with a speed rating of 75 miles per hour when properly inflated to 120 pounds per square inch. The Goodyear Intermittent Service Rating limits the operation of the emergency vehicle to no more than fifty (50) miles of continuous operation under maximum recommended payload, or without stopping for at least twenty (20) minutes. The emergency vehicle must reduce its speed to no more than 50 MPH after the first fifty (50) miles of travel. REAR TIRE The rear tires shall be Goodyear 315/80R-22.5 20PR "L" tubeless radial G751 MSA mixed service tread. The rear tire stamped load capacity shall be 33,080 pounds per axle with a nominal speed rating of 68 miles per hour when properly inflated to 130 pounds per square inch. The Goodyear Intermittent Service Rating maximum load capacity shall match the stamped load rating. The Goodyear Intermittent Service Rating maximum speed capacity shall be 33,080 pounds per axle with a speed rating of 75 miles per hour when properly inflated to 130 pounds per square inch. The Goodyear Intermittent Service Rating limits the operation of the emergency vehicle to no more than fifty (50) miles of continuous operation under maximum recommended payload, or without stopping for at least twenty (20) minutes. The emergency vehicle must reduce its speed to no more than 50 MPH after the first fifty (50) miles of travel. REAR AXLE RATIO The rear axle ratio shall be 6.14:1. TIRE PRESSURE INDICATOR There shall be electronic chrome LED valve caps shipped loose for installation by the OEM which shall illuminate with a red LED when tire pressure drops 8psi provided. The valve caps are self-calibrating and set to the pressure of the tire upon installation.

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FRONT WHEEL The front wheels shall be Alcoa hub piloted, 22.50 inch X 12.25 inch LvL One™ polished aluminum wheels. The hub piloted mounting system shall provide easy installation and shall include two-piece flange nuts. The wheels shall feature one-piece forged strength and a polished finish that lasts. REAR WHEEL The rear wheels shall be Alcoa hub piloted, heavy duty, 22.50 inches X 9.00 inches LvL One™ polished aluminum wheels. Each outer wheel shall have a clean buffed aluminum finish on each wheel interior and exterior. The hub piloted mounting system shall provide easy installation and shall include two-piece flange nuts. WHEEL TRIM The front wheels shall include stainless steel lug nut covers and stainless steel baby moons shipped loose with the chassis for installation by the apparatus builder. The baby moons shall have cutouts for oil seal viewing when applicable. The rear wheels shall include stainless steel lug nut covers and band mounted spring clip stainless steel high hats shipped loose with the chassis for installation by the apparatus builder. The lug nut covers, baby moons, and high hats shall be RealWheels® brand constructed of 304L grade, non-corrosive stainless steel with a mirror finish. Each wheel trim component shall meet D.O.T. certification. BRAKE SYSTEM A rapid build-up air brake system shall be provided. The air brakes shall include a two (2) air tank, three (3) reservoir system with a total of 4152 cubic inch of air capacity. A floor mounted treadle valve shall be mounted inside the cab for graduated control of applying and releasing the brakes. An inversion valve shall be installed to provide a service brake application in the unlikely event of primary air supply loss. All air reservoirs provided on the chassis shall be labeled for identification. The rear axle spring brakes shall automatically apply in any situation when the air pressure falls below 25 PSI and shall include a mechanical means for releasing the spring brakes when necessary. An audible alarm shall designate when the system air pressure is below 60 PSI. A four (4) sensor, four (4) modulator anti-lock braking system (ABS) shall be installed on the front and rear axles in order to prevent the brakes from locking or skidding while braking during hard stops or on icy or wet surfaces. This in turn shall allow the driver to maintain steering control under heavy braking and in most instances, shorten the braking distance. The electronic monitoring system shall incorporate diagonal circuitry which shall monitor wheel speed during braking through a sensor and tone ring on each wheel. A dash mounted ABS lamp shall be provided to notify the driver of a system malfunction. The ABS system shall automatically disengage the auxiliary braking system device when required. The speedometer screen shall be capable of reporting all active defaults using PID/SID and FMI standards.

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Additional safety shall be accommodated through Automatic Traction Control (ATC) which shall be installed on the single rear axle. The ATC system shall apply the ABS when the drive wheels loose traction. The system shall scale the electronic engine throttle back to prevent wheel spin while accelerating on ice or wet surfaces. A momentary rocker style switch shall be provided and properly labeled “mud/snow”. When the switch is pressed once, the system shall allow a momentary wheel slip to obtain traction under extreme mud and snow conditions. During this condition the ATC light and the light on the rocker switch shall blink continuously notifying the driver of activation. Pressing the switch again shall deactivate the mud/snow feature. The Electronic Stability Control (ESC) unit is a functional extension of the electronic braking system. It is able to detect any skidding of the vehicle about its vertical axis as well as any rollover tendency. The control unit comprises an angular-speed sensor that measures the vehicle’s motion about the vertical axis, caused, for instance, by cornering or by skidding on a slippery road surface. An acceleration sensor measures the vehicle’s lateral acceleration. The Controller Area Network (CAN) bus provides information on the steering angle. On the basis of lateral acceleration and steering angle, an integrated microcontroller calculates a theoretical angular speed for the stable vehicle condition. FRONT BRAKES The front brakes shall be Meritor 16.50 inch x 6.00 inch S-cam drum type. REAR BRAKES The rear brakes shall be Meritor 16.50 inch X 7.00 inch S-cam drum type. The brakes shall feature a cast iron shoe. PARK BRAKE Upon application of the push-pull valve in the cab, the rear brakes will engage via mechanical spring force. This is accomplished by dual chamber rear brakes, satisfying the FMVSS parking brake requirements. SUPPLEMENTAL BRAKE A supplemental brake engagement shall be supplied that can only be engaged while the rear spring brakes are engaged. In addition to the mechanical rear brake engagement, the front service brakes shall also be engaged via air pressure, providing additional braking capability. Front service brake activation shall be accomplished with activation of the rear mechanical park brake valve. PARK BRAKE CONTROL A Meritor-Wabco manual hand control push-pull style valve shall operate the parking brake system. The control shall be yellow in color. The parking brake actuation valve shall be mounted 6.00 inches to the left of center of the dash within easy access of the driver.

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FRONT BRAKE SLACK ADJUSTERS The front brakes shall include Meritor automatic slack adjusters installed on the chassis which features a simple, durable design offering reduced weight. The automatic slack adjusters shall feature a manual adjusting nut which cannot inadvertently be backed off and threaded grease fittings for easy serviceability. REAR BRAKE SLACK ADJUSTERS Haldex rear brake automatic slack adjusters shall be installed on the axle. AIR DRYER The brake system shall include a Wabco System Saver 1200 air dryer with an integral heater with a Metri-Pack sealed connector. The air dryer incorporates an internal turbo cutoff valve that closes the path between the air compressor and air dryer purge valve during the compressor "unload" cycle. The turbo cutoff valve allows purging of moisture and contaminants without the loss of turbo boost pressure. The air dryer shall be mounted behind the battery box on the left hand side. FRONT BRAKE CHAMBERS The front brakes shall be provided with MGM type 30 brake chambers. REAR BRAKE CHAMBERS The rear axle shall include TSE 30/36 brake chambers which shall convert the energy of compressed air into mechanical force and motion. This shall actuate the brake camshaft, which in turn shall operate the foundational brake mechanism forcing the brake shoes against the brake drum. The TSE Type 36 brake chamber has a 36.00 square inch effective area. AIR COMPRESSOR The air compressor provided for the engine shall be a Wabco® SS318 single cylinder pass-through drive type compressor which shall be capable of producing 18.7 CFM at 1200 engine RPMs. The air compressor shall feature a higher delivery efficiency translating to more air delivery per horsepower absorbed. The compressor shall include an aluminum cylinder head which shall improve cooling, reduce weight and decrease carbon formation. Superior piston and bore finishing technology shall reduce oil consumption and significantly increasing the system component life. AIR GOVERNOR An air governor shall be provided to control the cut-in and cut-out pressures of the engine mounted air compressor. The governor shall be calibrated to meet FMVSS requirements. The air governor shall be located on the air dryer bracket on the left frame rail behind the battery box. MOISTURE EJECTORS

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An automatic moisture ejector with a manual drain provision shall be installed on the wet tank of the air supply system. Manual pet-cock type drain valves shall be installed on all remaining reservoirs of the air supply system. AIR SUPPLY LINES The air system on the chassis shall be plumbed with color coded reinforced nylon tubing air lines. The primary (rear) brake line shall be green, the secondary (front) brake line red, the parking brake line orange and the auxiliary (outlet) will be blue. Brass compression type fittings shall be used on the nylon tubing. All drop hoses shall include fiber reinforced neoprene covered hoses. REAR AIR TANK MOUNTING If a combination of wheel base, air tank quantity, or other requirements necessitate the location of one or more air tanks to be mounted rear of the fuel tank, these tank(s) will be mounted perpendicular to frame. WHEELBASE The chassis wheelbase shall be 212.00 inches. REAR OVERHANG The chassis rear overhang shall be 54.00 inches. FRAME The frame shall consist of double rails running parallel to each other with cross members forming a ladder style frame. The frame rails shall be formed in the shape of a "C" channel, with the outer rail measuring 10.25 inches high X 3.50 inches deep upper and lower flanges X 0.38 inches thick with an inner channel of 9.44 inches high X 3.13 inches deep and 0.38 inches thick. Each rail shall be constructed of 110,000 psi minimum yield high strength low alloy steel. Each double rail section shall be rated by a Resistance Bending Moment (RBM) minimum of 3,213,100 inch pounds and have a minimum section modulus of 29.21 cubic inches. The frame shall measure 35.00 inches in width. Proposals calculating the frame strength using the “box method” shall not be considered. Proposals including heat treated rails shall not be considered. Heat treating frame rails produces rails that are not uniform in their mechanical properties throughout the length of the rail. Rails made of high strength, low alloy steel are already at the required yield strength prior to forming the rail. A minimum of seven (7) fully gusseted 0.25 inch thick cross members shall be installed. The inclusion of the body mounting, or bumper mounting shall not be considered as a cross member. The cross members shall be attached using zinc coated grade 8 fasteners. The bolt heads shall be flanged type, held in place by distorted thread flanged lock nuts. Each cross member shall be mounted to the frame rails utilizing a minimum of 0.25 inch thick gusset reinforcement plates at all corners balancing the area of force throughout the entire frame.

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. Any proposals not including additional reinforcement for each cross member shall not be considered. All relief areas shall be cut in with a minimum 2.00 inch radius at intersection points with the edges ground to a smooth finish to prevent a stress concentration point. The frame and cross members shall carry a lifetime warranty to the original purchaser. A copy of the frame warranty shall be made available upon request. Proposals offering warranties for frames not including cross members shall not be considered. FRAME WARRANTY Summary of Warranty Terms: THE FOLLOWING IS SUMMARY OF WARRANTY TERMS FOR INFORMATION ONLY. THE ACTUAL LIMITED WARRANTY DOCUMENT, WHICH IS ATTACHED TO THIS OPTION, CONTAINS THE COMPLETE STATEMENT OF THE SPARTAN MOTORS USA LIMITED WARRANTY. SPARTAN’S RESPONSIBILITY IS TO BE ACCORDING TO THE TERMS OF THE COMPLETE LIMITED WARRANTY DOCUMENT. The frame and cross members shall carry a limited lifetime warranty to the original purchaser. The warranty period shall commence on the date the vehicle is delivered to the first end user. MISCELLANEOUS FRAME OPTIONS The frame shall include drillings which shall be specific to mounting a 75.00 foot Smeal substructure. See PDF for OEM Specified pattern. FRAME CLEAR AREA The chassis frame shall be left clear of chassis mounted components inside or outside the frame rails within the first 30.00 inches behind the cab to allow space for OEM installed components. Cross members may be installed in the clear area if required for proper frame or driveline configuration. FRAME PAINT The frame rails shall be hot dip galvanized prior to assembly and attachment of any components. The components that shall be galvanized shall include:

• Main frame “C” channel or channels

The frame parts which are not galvanized shall be powder coated prior to any attachment of components. Parts which shall be powder coated shall include but are not limited to:

• Steering gear bracket

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• Front splayed rails and fish plates

• Bumper extensions

• Cross members

• Cross member gussets

• Fuel tank mounting brackets

• Fuel tank straps (unless material/finish is specified in 3130 subcat)

• Air tanks (unless color coded tanks are specified in 3205 subcat)

• Air tank mounting brackets

• Exhaust mounting brackets

• Air cleaner skid plate

• Radiator skid plate

• Battery supports, battery trays and battery covers

Other non-galvanized under carriage components which are received from the suppliers with coatings already applied shall include but are not limited to:

• Suspension components

• Front and rear axles

All powder coatings, primers and paint used on the non-galvanized components shall be compatible with all metals, pretreatments and primers used. The cross hatch adhesion test per ASTM D3359 shall not have a fail of more than ten (10) squares. The pencil hardness test per ASTM D3363 shall have a final post-curved pencil hardness of H-2H. The direct impact resistance test per ASTM D2794 shall have an impact resistance of 120.00 inches per pound at 2 mils. FRONT BUMPER A one piece, two (2) rib wrap-around style, polished stainless steel front bumper shall be provided. The material shall be 10 gauge 304 stainless steel, 12.00 inches high and 99.00 inches wide. FRONT BUMPER EXTENSION LENGTH The front bumper shall be extended approximately 24.00 inches ahead of the cab. FRONT BUMPER APRON

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The 24.00 inch extended front bumper shall include an apron constructed of 0.19 inch thick embossed aluminum tread plate. The apron shall be installed between the bumper and the front face of the cab affixed using stainless steel bolts attaching the apron to the top bumper flange. FRONT BUMPER DISCHARGE The chassis shall include frame mounted 2.00 inch diameter plumbed pipe intended for use as a discharge trash line. The discharge pipe shall be routed from the left hand front splay rail area behind the bumper to the area rear of the front axle, ahead of the battery box. The discharge shall pipe shall be a, 2.00 inch stainless steel schedule 10 tube. The discharge shall include a Victaulic groove for connecting to the pump and discharge hose plumbing on each end of the tube. The apparatus manufacturer shall plumb the discharge pipe to the pump and shall provide all valves as required. FRONT BUMPER COMPARTMENT CENTER The front bumper shall include a compartment in the bumper apron located in the center between the frame rails which may be used as a hose well. The compartment shall be constructed of 0.13 inch 5052-H32 grade aluminum and shall include drain holes in the bottom corners to allow excess moisture to escape. The compartment shall include a notched cover constructed of 0.19 inch thick bright embossed aluminum tread plate. The notch shall be located in the left front portion of the cover and shall be 4.00 inches in length with a 2.00 inches wide radius. FRONT BUMPER COMPARTMENT COVER HARDWARE The front bumper compartment cover(s) shall include gas cylinder stays which shall hold the cover open. Each cover shall be held in the closed position via a flush push button style latch. AIR HORN The front bumper shall include two (2) Hadley brand E-Tone air horns which shall measure 21.00 inches long with a 6.00 inch round flare. The air horns shall be trumpet style with a chrome finish on the exterior and a painted finish deep inside the trumpet. AIR HORN LOCATION The air horns shall be recess mounted in the front bumper face, one (1) on the right side of the bumper in the inboard position relative to the right hand frame rail and one (1) on the left side of the bumper in the inboard position relative to the left hand frame rail. AIR HORN RESERVOIR One (1) air reservoir, with a 1200 cubic inch capacity, shall be installed on the chassis to act as a supply tank for operating air horns. The reservoir shall be isolated with a 90 PSI pressure

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protection valve on the reservoir supply side to prevent depletion of the air to the air brake system. ELECTRONIC SIREN SPEAKER There shall be one (1) Cast Products Inc. model SA4301, 100 watt speaker provided. The speaker shall measure 6.20 inches tall X 7.36 inches wide X 3.06 inches deep. The speaker shall include a flat mounting flange which shall be polished aluminum. ELECTRONIC SIREN SPEAKER LOCATION The electronic siren speaker shall be located on the front bumper face in the center position between the frame rails. FRONT BUMPER TOW HOOKS Two (2) heavy duty tow hooks, painted to match the frame components, shall be installed in the rearward position out of the approach angle area, bolted directly to the side of each chassis frame rail with grade 8 bolts. CAB TILT SYSTEM The entire cab shall be capable of tilting approximately 45-degrees to allow for easy maintenance of the engine and transmission. The cab tilt pump assembly shall be located on the right side of the chassis above the battery box. The electric-over-hydraulic lift system shall include an ignition interlock and red cab lock down indicator lamp on the tilt control which shall illuminate when holding the “Down” button to indicate safe road operation. It shall be necessary to activate the master battery switch and set the parking brake in order to tilt the cab. As a third precaution the ignition switch must be turned off to complete the cab tilt interlock safety circuit. Two (2) spring-loaded hydraulic hold down hooks located outboard of the frame shall be installed to hold the cab securely to the frame. Once the hold-down hooks are set in place, it shall take the application of pressure from the hydraulic cab tilt lift pump to release the hooks. Two (2) cab tilt cylinders shall be provided with velocity fuses in each cylinder port. The cab tilt pivots shall be 1.90 inch ball and be anchored to frame brackets with 1.25 inch diameter studs. A steel safety channel assembly, painted safety yellow shall be installed on the right side cab lift cylinder to prevent accidental cab lowering. The safety channel assembly shall fall over the lift cylinder when the cab is in the fully tilted position. A cable release system shall also be provided to retract the safety channel assembly from the lift cylinder to allow the lowering of the cab. CAB TILT CONTROL RECEPTACLE The cab tilt control cable shall include a receptacle which shall be temporarily located on the right hand chassis rail rear of the cab to provide a place to plug in the cab tilt remote control

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pendant. The tilt pump shall include 8.00 feet of cable with a six (6) pin Deutsch receptacle with a cap. The remote control pendant shall include 20.00 feet of cable with a mating Deutsch connector. The remote control pendant shall be shipped loose with the chassis. CAB TILT LOCK DOWN INDICATOR The cab dash shall include a message located within the dual air pressure gauge which shall alert the driver when the cab is unlocked and ajar. The alert message shall cease to be displayed when the cab is in the fully lowered position and the hold down hooks are secured and locked to the cab mounts. In addition to the alert message an audible alarm shall sound when the cab is unlocked and ajar with the parking brake released. CAB WINDSHIELD The cab windshield shall have a surface area of 2825.00 square inches and be of a two (2) piece wraparound design for maximum visibility. The glass utilized for the windshield shall include standard automotive tint. The left and right windshield shall be fully interchangeable thereby minimizing stocking and replacement costs. Each windshield shall be installed using black self-locking window rubber. GLASS FRONT DOOR The front cab doors shall include a window which is 27.00 inches in width X 26.00 inches in height. These windows shall have the capability to roll down completely into the door housing. This shall be accomplished using electric actuation. The left and right front door windows shall be controlled using a switch on each respective side inner door panel. The driver’s door shall include a switch for each powered door window in the cab. There shall be an irregular shaped fixed window which shall measure 2.50 inches wide at the top, 8.00 inches wide at the bottom X 26.00 inches in height, more commonly known as “cozy glass” ahead of the front door roll down windows. The windows shall be mounted within the frame of the front doors trimmed with a black anodized ring on the exterior. GLASS TINT FRONT DOOR The windows located in the left and right front doors shall have a standard green automotive tint which shall allow seventy-five percent (75%) light transmittance. GLASS REAR DOOR RH The rear right hand side crew door shall include a window which is 27.00 inches in width X 26.00 inches in height. The window shall be a powered type and shall be controlled by a switch on the inner door panel and on the driver’s control panel.

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GLASS TINT REAR DOOR RIGHT HAND The window located in the right hand side rear door shall include a standard green automotive tint which shall allow seventy-five percent (75%) light transmittance. GLASS REAR DOOR LH The rear left hand side crew door shall include a window which is 27.00 inches in width X 26.00 inches in height. The window shall be a powered type and shall be controlled by a switch on the inner door panel and on the driver’s control panel. GLASS TINT REAR DOOR LEFT HAND The window located in the left hand side rear door shall include a standard green automotive tint which shall allow seventy-five percent (75%) light transmittance. GLASS SIDE MID RH The cab shall include a window on the right side behind the front and ahead of the crew door which shall measure 16.00 inches wide X 26.00 inches high. This window shall be fixed within this space and shall be rectangular in shape. The window shall be mounted using self-locking window rubber. The glass utilized for this window shall include a green automotive tint unless otherwise noted. GLASS TINT SIDE MID RIGHT HAND The window located on the right hand side of the cab between the front and rear doors shall include a standard green automotive tint which shall allow seventy-five percent (75%) light transmittance. GLASS SIDE MID LH The cab shall include a window on the left side behind the front door and ahead of the crew door and above the wheel well which shall measure 16.00 inches wide X 26.00 inches high. This window shall be fixed within this space and shall be rectangular in shape. The window shall be mounted using self-locking window rubber. The glass utilized for this window shall include a green automotive tint unless otherwise noted. GLASS TINT SIDE MID LEFT HAND The window located on the left hand side of the cab between the front and rear doors shall include a standard green automotive tint which shall allow seventy-five percent (75%) light transmittance. CLIMATE CONTROL A ceiling mounted combination defroster and cabin heating and air conditioning system shall be located above the engine tunnel area. The system covers and plenums shall be of severe duty design made of aluminum which shall be coated with a customer specified interior paint. The

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design of the system’s covers shall provide quick access to washable air intake filters as well as easy access to other serviceable items. The air delivery plenums provide targeted airflow directly to the vehicle occupants. Six (6) adjustable louvers will provide comfort for the front seat occupants and ten (10) adjustable louvers will provide comfort for the rear crew occupants. The system shall be capable of producing up to 12 FPM of air velocity at all occupant seating positions. Separate front and rear blower motors shall be of brushless design and shall be controlled independently. It shall be capable of reducing the interior cabin air temperature from 122˚ F (+/- 3˚ F) to 80˚ F in thirty minutes with 50% relative humidity and full solar load as described in SAE J2646. The system shall also provide heater pull up performance which meets or exceeds the performance requirements of SAE J1612 as well as defrost performance that meets or exceeds the performance requirements of SAE J381. A gravity drain system shall be provided that is capable of evacuating condensate from the vehicle while on a slope of up to a 13% grade in any direction. The air conditioning system plumbing shall be a mixture of custom bent zinc coated steel fittings and Aeroquip flexible hose with Aeroquip EZ-Clip fittings. The overhead heater/defroster plumbing shall include an electronic flow control valve that re-directs hot coolant away from the evaporator, via a bypass loop, as the temperature control is moved toward the cold position. Any component which needs to be accessed to perform system troubleshooting shall be accessible by one person using basic hand tools. Regularly serviced items shall be replaceable by one person using basic hand tools. **Spartan Motors Inc. recommends that the overall climate system performance be based off third-party testing in accordance to Society of Automotive Engineering standards as a complete system. Individual component level BTU ratings is not an accurate indicator of the performance capability of the completed system. System individual component BTU ratings:

• Air conditioning evaporator total BTU/HR: 82,000

• Air conditioning condenser total BTU/HR: 59,000

• Heater coil total BTU/HR: 98,000

Performance data specified is based on testing performed by an independent third-party test facility using a medium four-door 10” Raised roof Gladiator chassis equipped with an ISL engine. CLIMATE CONTROL DRAIN

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The climate control system shall include a gravity drain for water management. The gravity drain shall remove condensation from the air conditioning system without additional mechanical assistance. CLIMATE CONTROL ACTIVATION The heating, defrosting and air conditioning controls shall be located on the Vista display and control screen. HVAC OVERHEAD COVER PAINT The overhead HVAC cover shall be painted with a multi-tone silver gray texture finish. A/C CONDENSER LOCATION A roof mounted A/C condenser shall be installed on the left side of the cab, mid-roof. A/C COMPRESSOR The air-conditioning compressor shall be a belt driven, engine mounted compressor. The compressor shall be compatible with R134-a refrigerant. **Spartan Motors Inc. recommends that the overall climate system performance be based off third-party testing in accordance to Society of Automotive Engineering standards as a complete system. Individual component level ratings are not an accurate indicator of the performance capability of the completed system. Refrigerant Compressor displacement: 19.1 cubic inches per revolution. UNDER CAB INSULATION The underside of the cab tunnel surrounding the engine shall be lined with multi-layer insulation, engineered for application inside diesel engine compartments. In addition, the insulation shall have a removable aluminum overlay installed to protect the insulation and assist in retaining the insulation tight against the engine tunnel surfaces. The insulation shall act as a noise barrier, absorbing noise thus keeping the decibel level in the cab well within NFPA recommendations. As an additional benefit, the insulation shall assist in sustaining the desired temperature within the cab interior. The engine tunnel insulation shall measure approximately 0.75 inch thick including a vertically lapped polyester fiber layer, a 1.0 lb/ft² PVC barrier layer, an open cell foam layer, and a moisture and heat reflective foil facing reinforced with a woven fiberglass layer. The foil surface acts as protection against moisture and other contaminants. The insulation shall meet or exceed FMVSS 302 flammability test. The insulation shall be cut precisely to fit each section and sealed for additional heat and sound deflection. The insulation shall be held in place by 3 mils of acrylic pressure sensitive adhesive and aluminum pins with hard hat, hold in place fastening heads.

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INTERIOR TRIM FLOOR The floor of the cab shall be covered with a multi-layer mat consisting of 0.25 inch thick sound absorbing closed cell foam with a 0.06 inch thick non-slip vinyl surface with a pebble grain finish. The covering shall be held in place by a pressure sensitive adhesive and aluminum trim molding. All exposed seams shall be sealed with silicone caulk matching the color of the floor mat to reduce the chance of moisture and debris retention. INTERIOR TRIM The cab interior shall include trim on the front ceiling, rear crew ceiling, and the cab walls. It shall be easily removable to assist in maintenance. The trim shall be constructed of insulated vinyl over a hard board backing. REAR WALL INTERIOR TRIM The rear wall of the cab shall be trimmed with vinyl. HEADER TRIM The cab interior shall feature header trim over the driver and officer dash constructed of 5052-H32 Marine Grade, 0.13 inch thick aluminum. TRIM CENTER DASH The main center dash area shall be constructed of 5052-H32 Marine Grade, 0.13 inch thick aluminum plate. There shall be four (4) holes located on the top of the dash near each outer edge of the electrical access cover for ventilation. The dash shall include cup holders and storage bins. TRIM LH DASH The left hand dash shall be constructed of 5052-H32 Marine Grade, 0.13 inch thick aluminum plate for a perfect fit around the instrument panel. For increased occupant protection the extreme duty left hand dash utilizes patent pending break away technology to reduce rigidity in the event of a frontal crash. The left hand dash shall offer lower vertical surface area to the left and right of the steering column to accommodate control panels. TRIM RH DASH The right hand dash shall be constructed of 5052-H32 Marine Grade, 0.13 of an inch thick aluminum plate and shall include a glove compartment with a hinged door and a Mobile Data Terminal (MDT) provision. The glove compartment size will measure 14.00 inches wide X 6.38 inches high X 5.88 inches deep. The MDT provision shall be provided above the glove compartment. ENGINE TUNNEL TRIM The cab engine tunnel shall be covered with a multi-layer mat consisting of 0.25 inch closed cell foam with a 0.06 inch thick non-slip vinyl surface with a pebble grain finish. The mat shall be

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held in place by pressure sensitive adhesive. The engine tunnel mat shall be trimmed with anodized aluminum stair nosing trim for an aesthetically pleasing appearance. POWER POINT DASH MOUNT The cab shall include one (1) 12 volt cigarette lighter type receptacles in the cab dash to provide a power source for 12 volt electrical equipment. The receptacles shall be wired battery direct. The cab shall also include one (1) Dual universal serial bus (USB) charging receptacles in the cab dash rocker switch cutout to provide a power source for USB chargeable electrical equipment. Each USB receptacle shall include one (1) USB port capable of a 5 Volt-1 amp output and one (1) USB port capable of a 5 Volt-2.1 amp output. The receptacles shall be wired battery direct and include a backlit legend. STEP TRIM Each cab entry door shall include a three step entry. The first step closest to the ground shall be constructed of polished 5032 H32 aluminum Grip Strut® grating with angled outer corners. The step shall feature a splash guard to reduce water and debris from splashing in to the step. The splash guard shall have an opening on the outer edge to allow debris and water to flow through rather than becoming trapped within the stepping surface. The lower step shall be mounted to a frame which is integral with the construction of the cab for rigidity and strength. The middle step shall be integral with the cab construction and shall be trimmed with a Flex-Tred® adhesive grit surface material. UNDER CAB ACCESS DOOR The cab shall include an aluminum access door in the left crew step riser painted to match the cab interior paint with a push and turn latch. The under cab access door shall provide access to the diesel exhaust fluid fill. INTERIOR DOOR TRIM The interior trim on the doors of the cab shall consist of an aluminum panel constructed of Marine Grade 5052-H32 0.13 of an inch thick aluminum plate. The door panels shall include a painted finish. DOOR TRIM CUSTOMER NAMEPLATE The interior door trim on the front doors shall include a customer nameplate which states the vehicle was custom built for their Department. CAB DOOR TRIM REFLECTIVE The interior of each door shall include high visibility reflective tape. A white reflective tape shall be provided vertically along the rear outer edge of the door. The lowest portion of each door skin shall include a reflective tape chevron with red and white stripes and a Spartan logo. The chevron tape shall measure 6.00 inches in height. INTERIOR GRAB HANDLE "A" PILLAR

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There shall be two (2) rubber covered 11.00 inch grab handles installed inside the cab, one on each “A” post at the left and right door openings. The left handle shall be located 7.88 inches above the bottom of the door window opening and the right handle shall be located 2.88 inches above the bottom of the door window opening. The handles shall assist personnel in entering and exiting the cab. INTERIOR GRAB HANDLE FRONT DOOR Each front door shall include one (1) ergonomically contoured 9.00 inch cast aluminum handle mounted horizontally on the interior door panels. The handles shall feature a textured black powder coat finish to assist personnel entering and exiting the cab. INTERIOR GRAB HANDLE REAR DOOR A black powder coated cast aluminum assist handle shall be provided on the inside of each rear crew door. A 30.00 inch long handle shall extend horizontally the width of the window just above the window sill. The handle shall assist personnel in exiting and entering the cab. INTERIOR SOFT TRIM COLOR The cab interior soft trim surfaces shall be gray in color. INTERIOR TRIM SUNVISOR The header shall include two (2) sun visors, one each side forward of the driver and officer seating positions above the windshield. Each sun visor shall be constructed of Masonite and covered with padded vinyl trim. INTERIOR FLOOR MAT COLOR The cab interior floor mat shall be gray in color. CAB PAINT INTERIOR DOOR TRIM The inner door panel surfaces shall be painted with multi-tone silver gray texture finish. HEADER TRIM INTERIOR PAINT The metal surfaces in the header area shall be coated with multi-tone silver gray texture finish. TRIM CENTER DASH INTERIOR PAINT The entire center dash shall be coated with multi-tone silver gray texture finish. Any accessory pods attached to the dash shall also be painted this color. TRIM LH DASH INTERIOR PAINT The left hand dash shall be painted with a multi-tone silver gray texture finish. TRIM RIGHT HAND DASH INTERIOR PAINT

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The right hand dash shall be painted with multi-tone silver gray texture finish. DASH PANEL GROUP The main center dash area shall include three (3) removable panels located one (1) to the right of the driver position, one (1) in the center of the dash and one (1) to the left of the officer position. The center panel shall be within comfortable reach of both the driver and officer. SWITCHES CENTER PANEL The center dash panel shall include six (6) switch positions in the upper left portion of the panel. A rocker switch with a blank legend installed directly above shall be provided for any position without a switch and legend designated by a specific option. The non-specified switches shall be two-position, black switches with a green indicator light. Each blank switch legend can be custom engraved by the body manufacturer. All switch legends shall have backlighting provided. SWITCHES LEFT PANEL The left dash panel shall include four (4) switches. There shall be three (3) across the top of the panel with one (1) below. Two (2) of the top row of switches shall be rocker type and the left one (1) shall be the windshield wiper/washer control switch. The lower switch shall be a rocker type switch. A rocker switch with a blank legend installed directly above shall be provided for any position not designated by a specific option. The non-designated switches shall be two-position, black switches with a green indicator light. Each blank switch legend can be custom engraved by the body manufacturer. All switch legends shall have backlighting provided. SWITCHES RIGHT PANEL The right dash panel shall include no rocker switches or legends. SEAT BELT WARNING A Weldon seat belt warning system, integrated with the Vehicle Data Recorder system, shall be installed for each seat within the cab. The system shall provide a visual warning indicator in the Vista display and control screen(s), an indicator light in the instrument panel, and an audible alarm. The warning system shall activate when any seat is occupied with a minimum of 60 pounds, the corresponding seat belt remains unfastened, and the park brake is released. The warning system shall also activate when any seat is occupied, the corresponding seat belt was fastened in an incorrect sequence, and the park brake is released. Once activated, the visual indicators and audible alarm shall remain active until all occupied seats have the seat belts fastened. SEAT MATERIAL The Bostrom Firefighter seats shall include a covering of extra high strength, wear resistant fabric made of durable Durawear Plus™ ballistic polyester. A PVC coating shall be bonded to the back side of the material to help protect the seats from UV rays and from being saturated or

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contaminated by fluids. Durawear Plus™ meets or exceeds specification of the common trade name Imperial 1800. The material meets FMVSS 302 flammability requirements. If applicable, Theatre style seats located in the cab shall be high strength, wear resistant fabric made of durable ballistic polyester. A PVC coating shall be bonded to the back side of the material to help protect the seats from UV rays and from being saturated or contaminated by fluids. Common trade names for this material are Imperial 1200 and Durawear. SEAT COLOR All seats supplied with the chassis shall be gray in color. All seats shall include red seat belts. SEAT BACK LOGO The seat back shall include the “Spartan” logo. The logo shall be centered on the standard headrest of the seat back and on the left side of a split headrest. SEAT DRIVER The driver's seat shall be an H.O. Bostrom 500 Series Firefighter Sierra model seat. The seat shall feature eight-way electric positioning. The eight positions shall include up and down, fore and aft with 8.00 inches of travel, back angle adjustment and seat rake adjustment. The seat shall feature integral springs to isolate shock. The seat shall feature an all belts to seat (ABTS) style of safety restraint. The ABTS feature shall include a three-point shoulder harness with the lap belt, automatic retractor and buckle as an integral part of the seat assembly. The ABTS feature shall also include the RiteHite™ shoulder adjustment feature to provide enhanced comfort and safety by allowing customized seat belt fit. The minimum vertical dimension from the seat H-point to the ceiling for this belted seating position shall be 35.00 inches measured with the seat height adjusted to the lowest position of travel. This model of seat shall have successfully completed the static load tests set forth by FMVSS 207, 209, and 210 in effect at the time of manufacture. This testing shall include a simultaneous forward load of 3000 pounds each on the lap and shoulder belts and twenty (20) times the weight through the center of gravity. The materials used in construction of the seat shall also have successfully completed testing with regard to the flammability of materials used in the occupant compartments of motor vehicles as outlined in FMVSS 302, of which dictates the allowable burning rate of materials in the occupant compartments of motor vehicles. SEAT BACK DRIVER The driver’s seat shall include a standard seat back incorporating the all belts to seat feature (ABTS). The seat back shall feature a contoured head rest. SEAT MOUNTING DRIVER The driver’s seat shall be installed in an ergonomic position in relation to the cab dash.

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OCCUPANT PROTECTION DRIVER The driver’s position shall be equipped with the Advanced Protection System™ (APS). The APS shall selectively deploy integrated systems to protect against injuries in qualifying frontal impact, side impact, and rollover events. The increase in survivable space and security of the APS shall also provide ejection mitigation protection. The driver’s seating area APS shall include:

• Advanced seat belt system - retractor pre-tensioner tightens the seat belt around the driver, securing the occupant in the seat and the load limiter plays out some of the seat belt webbing to reduce seat belt to chest and torso force upon impact as well as mitigate head and neck injuries.

• Large side curtain airbag - protects the driver’s head, neck, and upper body from dangerous cab side surfaces and contact points with intrusive surfaces as a result of a collision as well as provides ejection mitigation protection to the driver in a qualifying event by covering the window and the upper portion of the door.

• Dual knee airbags (patent pending) with energy management mounting (patent pending) - protects the driver's lower body from dangerous surface contact injuries, acceleration injuries, and from intrusion as well as locks the lower body in place so the upper body shall be slowed by the load limiting seat belt.

• Steering wheel airbag - protects the driver’s head, neck, and upper torso from contact injuries, acceleration injuries, and contact points with intrusive surfaces as a result of a collision.

SEAT OFFICER The officer's seat shall be a H.O. Bostrom 500 Series Sierra seat model. The seat shall feature a tapered and padded seat, and cushion. The seat shall be mounted in a fixed position. The seat shall feature an all belts to seat (ABTS) style of safety restraint. The ABTS feature shall include a three-point shoulder harness with the lap belt and automatic retractor as an integral part of the seat assembly. The buckle portion of the seat belt shall extend from the seat base towards the driver position within easy reach of the occupant. The ABTS feature shall also include the RiteHite™ shoulder adjustment feature to provide enhanced comfort and safety by allowing customized seat belt fit. The minimum vertical dimension from the seat H-point to the ceiling for this belted seating position shall be 35.00 inches. This model of seat shall have successfully completed the static load tests by FMVSS 207/210. This testing shall include a simultaneous forward load of 3000 pounds each on the lap and shoulder belts and twenty (20) times the weight through the center of gravity. This model of seat installed in the cab model, as specified, shall have successfully completed the dynamic sled testing using FMVSS 208 as a guide with the following accommodations. In order to reflect

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the larger size outfitted firefighters, the test dummy used shall be a 95th percentile hybrid III male weighing 225 pounds rather than the 50th percentile male dummy weighing 165 pounds as referenced in FMVSS 208. The model of seats shall also have successfully completed the flammability of materials used in the occupant compartments of motor vehicles as outlined in FMVSS 302, of which decides the burning rate of materials in the occupant compartments of motor vehicles. SEAT BACK OFFICER The officer’s seat back shall include an IMMI brand SmartDock® Gen 2 hands-free self-contained breathing apparatus (SCBA) holder. The hands-free holder shall meet NFPA 1901-03 9G dynamic requirements for cylinder restraint systems for use in crew compartments of emergency response vehicles. The bracket shall accommodate and secure most types of self-contained breathing apparatus cylinders. The hands-free holder shall consist of a back plate, bottom cradle, non-marring top claws, and claw height adjustment knob. The height adjustment knob shall allow for easy adjustment of the claws to the SCBA. The hands-free holder's claws shall lock from inertial forces to prevent the SCBA from becoming a projectile in the event of a crash to meet the NFPA 1901-03 standard for SCBA retention. The SCBA holder shall offer single-motion insertion into the claws and hands-free release when the SCBA fitted seat occupant rises. The seat back shall include a removable padded cover which shall be provided over the SCBA cavity. SEAT MOUNTING OFFICER The officer’s seat shall be installed in an ergonomic position in relation to the cab dash. OCCUPANT PROTECTION OFFICER The officer’s position shall be equipped with the Advanced Protection System™ (APS). The APS shall selectively deploy integrated systems to protect against injuries in qualifying frontal impact, side impact, and rollover events. The increase in survivable space and security of the APS shall also provide ejection mitigation protection. The officer’s seating area APS shall include:

• Advanced seat belt system - retractor pre-tensioner tightens the seat belt around the officer, securing the occupant in the seat and the load limiter plays out some of the seat belt webbing to reduce seat belt to chest and torso force upon impact as well as mitigate head and neck injuries.

• Large side curtain airbag - protects the officer’s head, neck, and upper body from dangerous cab side surfaces and contact points with intrusive surfaces as a result of a collision as well as provides ejection mitigation protection to the officer in a qualifying event by covering the window and the upper portion of the door.

• Knee airbags - protects the officer's lower body from dangerous surface contact injuries, acceleration injuries, and from contact points with intrusive surfaces as a result of a

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collision as well as locks the lower body in place so the upper body shall be slowed by the load limiting seat belt.

POWER SEAT WIRING The power seat or seats installed in the cab shall be wired directly to battery power. SEAT BELT ORIENTATION CREW The crew position seat belts shall follow the standard orientation which extends from the outboard shoulder extending to the inboard hip. SEAT REAR FACING OUTER LOCATION The crew area shall include two (2) rear facing crew seats, which include one (1) located directly behind the left side front seat and one (1) located directly behind the right side front seat. SEAT CREW REAR FACING OUTER The crew area shall include a seat in the rear facing outboard position which shall be a H.O. Bostrom 500 Series Firefighter model seat. The seat shall feature a tapered and padded seat, and cushion. The seat and cushion shall be spring load hinged and compact in design for additional room. The seat shall include a “Fold and Hold” feature so that the cushion shall remain in the seated position and simply touched to flip up. The seat shall feature an all belts to seat (ABTS) style of safety restraint. The ABTS feature shall include a three-point shoulder harness with the lap belt and automatic retractor as an integral part of the seat assembly. The buckle portion of the seat belt shall extend from the seat base towards the driver position within easy reach of the occupant. The ABTS feature shall also include the RiteHite™ shoulder adjustment feature to provide enhanced comfort and safety by allowing customized seat belt fit. The minimum vertical dimension from the seat H-point to the ceiling for each belted seating position shall be 35.00 inches. This model of seat shall have successfully completed the static load tests by FMVSS 207/210. This testing shall include a simultaneous forward load of 3000 pounds each on the lap and shoulder belts and twenty (20) times the weight through the center of gravity. This model of seat installed in the cab model, as specified, shall have successfully completed the dynamic sled testing using FMVSS 208 as a guide with the following accommodations. In order to reflect the larger size outfitted firefighters, the test dummy used shall be a 95th percentile hybrid III male weighing 225 pounds rather than the 50th percentile male dummy weighing 165 pounds as referenced in FMVSS 208. The model of seats shall also have successfully completed the flammability of materials used in the occupant compartments of motor vehicles as outlined in FMVSS 302, of which decides the burning rate of materials in the occupant compartments of motor vehicles. SEAT BACK REAR FACING OUTER The crew area seat backs shall include an IMMI brand SmartDock® Gen 2 hands-free self-contained breathing apparatus (SCBA) holder. The hands-free holder shall meet NFPA 1901-

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03 9G dynamic requirements for cylinder restraint systems for use in crew compartments of emergency response vehicles. The bracket shall accommodate and secure most types of self-contained breathing apparatus cylinders. The hands-free holder shall consist of a back plate, bottom cradle, non-marring top claws, and claw height adjustment knob. The height adjustment knob shall allow for easy adjustment of the claws to the SCBA. The hands-free holder's claws shall lock from inertial forces to prevent the SCBA from becoming a projectile in the event of a crash to meet the NFPA 1901-03 standard for SCBA retention. The SCBA holder shall offer single-motion insertion into the claws and hands-free release when the SCBA fitted seat occupant rises. The seat back shall include a removable padded cover which shall be provided over the SCBA cavity. SEAT MOUNTING REAR FACING OUTER The rear facing outer seats shall offer special mounting positions which shall be 2.00 inches towards the rear wall offering additional space between the front seats and the outer rear facing seats. OCCUPANT PROTECTION RFO The rear facing outer seat position(s) shall be equipped with the Advanced Protection System™ (APS). The APS shall selectively deploy integrated systems to protect against injuries in qualifying frontal impact, side impact, and rollover events. The increase in survivable space and security of the APS shall also provide ejection mitigation protection. Each rear facing outer seating position APS shall include:

• APS advanced seat belt system - retractor pre-tensioners tighten the seat belts around each occupant, securing the occupants in seats and load limiters play out some of the seat belt webbing to reduce seat belt to chest and torso force upon impact as well as mitigate head and neck injuries.

• Side curtain airbag - protects each occupant's head, neck, and upper body from dangerous cab side surfaces and contact points with intrusive surfaces as a result of a collision as well as provides ejection mitigation protection to each occupant in a qualifying event by covering the windows and walls adjacent to each seating position with an airbag custom designed for each cab configuration.

SEAT FORWARD FACING CENTER LOCATION The crew area shall include two (2) forward facing center crew seats with both located at the center of the rear wall. SEAT CREW FORWARD FACING CENTER The forward facing center seat shall be a H.O. Bostrom 500 Series Firefighter model seat. The seat shall feature a tapered and padded seat, and cushion. The seat shall be mounted in a fixed position. The seat and cushion shall be hinged and compact in design for additional room.

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The seat shall include a “Fold and Hold” feature so that the cushion shall remain in the seated position and simply touched to flip up. The seat shall feature an all belts to seat (ABTS) style of safety restraint. The ABTS feature shall include a three-point shoulder harness with the lap belt and automatic retractor as an integral part of the seat assembly. The buckle portion of the seat belt shall extend from the seat base towards the driver position within easy reach of the occupant. The ABTS feature shall also include the RiteHite™ shoulder adjustment feature to provide enhanced comfort and safety by allowing customized seat belt fit. The minimum vertical dimension from the seat H-point to the ceiling for each belted seating position shall be 35.00 inches. This model of seat shall have successfully completed the static load tests by FMVSS 207/210. This testing shall include a simultaneous forward load of 3000 pounds each on the lap and shoulder belts and twenty (20) times the weight through the center of gravity. This model of seat installed in the cab model, as specified, shall have successfully completed the dynamic sled testing using FMVSS 208 as a guide with the following accommodations. In order to reflect the larger size outfitted firefighters, the test dummy used shall be a 95th percentile hybrid III male weighing 225 pounds rather than the 50th percentile male dummy weighing 165 pounds as referenced in FMVSS 208. The model of seats shall also have successfully completed the flammability of materials used in the occupant compartments of motor vehicles as outlined in FMVSS 302, of which decides the burning rate of materials in the occupant compartments of motor vehicles. SEAT BACK FORWARD FACING CENTER The crew area seat backs shall include an IMMI brand SmartDock® Gen 2 hands-free self-contained breathing apparatus (SCBA) holder. The hands-free holder shall meet NFPA 1901-03 9G dynamic requirements for cylinder restraint systems for use in crew compartments of emergency response vehicles. The bracket shall accommodate and secure most types of self-contained breathing apparatus cylinders. The hands-free holder shall consist of a back plate, bottom cradle, non-marring top claws, and claw height adjustment knob. The height adjustment knob shall allow for easy adjustment of the claws to the SCBA. The hands-free holder's claws shall lock from inertial forces to prevent the SCBA from becoming a projectile in the event of a crash to meet the NFPA 1901-03 standard for SCBA retention. The SCBA holder shall offer single-motion insertion into the claws and hands-free release when the SCBA fitted seat occupant rises. The seat back shall include a removable padded cover which shall be provided over the SCBA cavity. OCCUPANT PROTECTION FFC The forward facing center seat position(s) shall be equipped with the Advanced Protection System™ (APS). The APS shall selectively deploy integrated systems to protect against injuries in qualifying frontal impact, side impact, and rollover events. The increase in survivable space and security of the APS shall also provide ejection mitigation protection. Each forward facing center seating position APS shall include:

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• APS advanced seatbelt system - retractor pre-tensioners tighten the seat belts around

each occupant, securing the occupants in seats and load limiters play out some of the seat belt webbing to reduce seat belt to chest and torso force upon impact as well as mitigate head and neck injuries.

• Side curtain airbag - provides ejection mitigation protection to each occupant in a qualifying event by covering the windows and walls adjacent to crew seating with an airbag custom designed for each cab configuration.

SEAT FRAME FORWARD FACING The forward facing center seating positions shall include an enclosed seat frame located and installed on the rear wall. The seat frame shall measure 42.38 inches wide X 12.38 inches high X 22.00 inches deep. The seat frame shall be constructed of Marine Grade 5052-H32 0.19 inch thick aluminum plate. The seat box shall be painted with the same color as the remaining interior. SEAT FRAME FORWARD FACING STORAGE ACCESS There shall be two (2) access points to the seat frame storage area, one (1) on each side of the seat frame. Each access point shall be covered by a hinged door which measures 15.00 inches in width X 10.63 inches in height. SEAT MOUNTING FORWARD FACING CENTER The forward facing center seats shall be installed facing the front of the cab. CAB FRONT UNDERSEAT STORAGE ACCESS The left and right under seat storage areas shall have a solid aluminum hinged door with non-locking latch. SEAT COMPARTMENT DOOR FINISH All underseat storage compartment access doors shall have a multi-tone silver gray texture finish. WINDSHIELD WIPER SYSTEM The cab shall include a dual arm wiper system which shall clear the windshield of water, ice and debris. There shall be two (2) windshield wipers; each shall be affixed to a radial arm. The wiper motor shall be activated by an intermittent wiper control located within easy reach of the driver’s position. ELECTRONIC WINDSHIELD FLUID LEVEL INDICATOR The windshield washer fluid level shall be monitored electronically. When the washer fluid level becomes low the yellow “Check Message Center” indicator light on the instrument panel shall

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illuminate and the message center in the dual air pressure gauge shall display a “Check Washer Fluid Level” message. CAB DOOR HARDWARE The cab entry doors shall be equipped with exterior pull handles, suitable for use while wearing firefighter gloves. The handles shall be made of a fiber reinforced plastic composite with a black matt finish. The interior exit door handles shall be flush paddle type with a black finish, which are incorporated into the upper door panel. All cab entry doors shall include locks which are keyed alike. The door locks shall be designed to prevent accidental lockout. DOOR LOCKS Each cab entry door shall include a manually operated door lock. Each door lock may be actuated from the inside of the cab by means of a red knob located on the paddle handle of the respective door or by using a TriMark key from the exterior. The door locks are designed to prevent accidental lock out. GRAB HANDLES The cab shall include one (1) 18.00 inch knurled, anti-slip, one-piece exterior assist handle behind each cab door. The assist handle shall be made of SAE 304 stainless steel and be 1.25 inch diameter to enable easy grabbing with the gloved hand. Each assist handle shall include a stainless steel plate which saves the cab from scuffs through continued use of the handle. REARVIEW MIRRORS Retrac Aerodynamic West Coast style single vision mirror heads model 613285 shall be provided and installed on each of the front cab doors. The mirrors shall be mounted via 1.00 inch diameter tubular stainless steel arms to provide a rigid mounting to reduce mirror vibration. The mirrors shall measure 8.00 inches wide X 19.00 inches high and shall include an 8.00 inch convex mirrors with a stainless steel back, model 980-4, installed below the flat glass to provide a wider field of vision. The flat mirrors shall be motorized with remote horizontal and vertical adjustment. The control switches shall be mounted within easy reach of the driver. The convex mirrors shall be manually adjustable. The flat mirror glass shall be heated for defrosting in severe cold weather conditions. The mirror backs shall be constructed of vacuum formed chrome plated ABS plastic housings that are corrosion resistant and shall include an amber marker light. The mirrors shall be manufactured with the finest quality non-glare glass. REARVIEW MIRROR HEAT SWITCH

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The heat for the rearview mirrors shall be controlled through a rocker switch on the dash in the switch panel. CAB FENDER Full width wheel well liners shall be installed on the extruded cab to limit road splash and enable easier cleaning. Each two-piece liner shall consist of an inner liner 16.00 inches wide made of vacuum formed ABS composite and an outer fenderette 5.00 inches wide made of polished aluminum. MUD FLAPS FRONT The front wheel wells shall have mud flaps installed on them. CAB EXTERIOR FRONT & SIDE EMBLEMS The cab shall include three (3) Spartan emblems. There shall be one (1) installed on the front air intake grille and one (1) emblem on each of the cab sides. The cab shall also include one (1) Advanced Protection System shield emblem on each front door. IGNITION A master battery system with a keyless start ignition system shall be provided. Each system shall be controlled by a one-quarter turn Cole Hersee switch, both of which shall be mounted to the left of the steering wheel on the dash. A chrome push type starter button shall be provided adjacent to the master battery and ignition switches. Each switch shall illuminate a green LED indicator light on the dash when the respective switch is placed in the “ON” position. The starter button shall only operate when both the master battery and ignition switches are in the “ON” position. BATTERY The single start electrical system shall include six (6) Harris BCI 31 925 CCA batteries with a 210 minute reserve capacity and 4/0 welding type dual path starter cables per SAE J541. BATTERY TRAY The batteries shall be installed within two (2) steel battery trays located on the left side and right side of the chassis, securely bolted to the frame rails. The battery trays shall be coated with the same material as the frame. The battery trays shall include drain holes in the bottom for sufficient drainage of water. A durable, non-conducting, interlocking mat made by Dri-Dek shall be installed in the bottom of the trays to allow for air flow and help prevent moisture build up. The batteries shall be held in place by non-conducting phenolic resin hold down boards. BATTERY BOX COVER

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Each battery box shall include a steel cover which protects the top of the batteries. Each cover shall be coated the same as the frame and shall include flush latches which shall keep the cover secure as well as a black powder coated handle for convenience when opening. BATTERY CABLE The starting system shall include cables which shall be protected by 275 degree F. minimum high temperature flame retardant loom, sealed at the ends with heat shrink and sealant. BATTERY JUMPER STUD The starting system shall include battery jumper studs. These studs shall be located in the forward most portion of the driver's side lower step, 8.00 inches apart. The studs shall allow the vehicle to be jump started, charged, or the cab to be raised in an emergency in the event of battery failure. ALTERNATOR The charging system shall include a 320 amp Leece-Neville 12 volt alternator. The alternator shall include a self-exciting integral regulator. STARTER MOTOR The single start electrical system shall include a Delco brand starter motor. BATTERY CONDITIONER A Kussmaul 1200 battery conditioner shall be supplied. The battery conditioner shall be mounted in the cab in the LH rear facing outer seating position. BATTERY CONDITIONER DISPLAY A Kussmaul battery conditioner display shall be supplied. The battery conditioner display shall be mounted in the cab, viewable through the cab mid side window behind the left front door. AUXILIARY AIR COMPRESSOR A Kussmaul Auto Pump 120V air compressor shall be supplied. The air compressor shall be installed behind the officer's seat. The air compressor shall be plumbed to the air brake system to maintain air pressure. ELECTRICAL INLET LOCATION An electrical inlet shall be installed on the left hand side of cab over the wheel well. ELECTRICAL INLET A Kussmaul 20 amp super auto-eject electrical receptacle shall be supplied. It shall automatically eject the plug when the starter button is depressed.

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A single item or an addition of multiple items must not exceed the rating of the electric inlet that it’s connected to. Amp Draw Reference List: Kussmaul 1000 Charger - 3.5 Amps Kussmaul 1200 Charger - 10 Amps Kussmaul 35/10 Charger - 10 Amps 1000W Engine Heater - 8.33 Amps 1500W Engine Heater - 12.5 Amps 120V Air Compressor - 4.2 Amps ELECTRICAL INLET CONNECTION The electrical inlet shall be connected to the battery conditioner and the air pump. ELECTRICAL INLET COLOR The electrical inlet connection shall include a red cover. HEADLIGHTS The cab front shall include four (4) rectangular halogen headlamps with separate high and low beams mounted in bright chrome bezels. FRONT TURN SIGNALS The front fascia shall include two (2) Whelen model 600 4.00 inches X 6.00 inches programmable amber LED turn signals which shall be installed in an outboard position within the front fascia chrome bezel. HEADLIGHT LOCATION The headlights shall be located on the front fascia of the cab directly below the front warning lights. SIDE TURN/MARKER LIGHTS The sides of the cab shall include two (2) Truck-Lite 10250Y LED round side marker lights which shall be grommet mounted just behind the front cab radius corners. MARKER AND ICC LIGHTS In accordance with FMVSS, there shall be five (5) LED cab marker lamps designating identification, center and clearance provided. These lights shall be installed on the face of the cab within full view of other vehicles from ground level. HEADLIGHT AND MARKER LIGHT ACTIVATION The headlights and marker lights shall be controlled via a virtual button on the Vista display. There shall be a virtual dimmer control on the Vista display to adjust the brightness of the dash lights. The headlamps shall be equipped with the "Daytime Running" light feature, which shall

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illuminate the headlights to 80% brilliance when the battery master switch is in the "On" position and the parking brake is released. GROUND LIGHTS Each door shall include an NFPA compliant LED ground light mounted to the underside of the cab step below each door. The lights shall include a polycarbonate lens, a housing which is vibration welded and LEDs which shall be shock mounted for extended life. The ground lighting shall be activated by the opening of the door on the respective cab side, when the parking brake is set and through a virtual button on the Vista display and control screen. LOWER CAB STEP LIGHTS The middle step located at each door shall include a recess mounted 4.00 inch round LED light which shall activate with the opening of the respective door. INTERMEDIATE STEP LIGHTS The intermediate step well area at each door shall include an LED light within a chrome housing. The Egress step lights shall provide visibility to the step well area for the first step exiting the vehicle. The Egress step lights shall activate with Entry step lighting. ENGINE COMPARTMENT LIGHT There shall be a LED NFPA compliant light mounted under the engine tunnel for area work lighting on the engine. The light shall include a polycarbonate lens, a housing which is vibration welded and a bulb which shall be shock mounted for extended life. The light shall activate automatically when the cab is tilted. LIGHTBAR PROVISION There shall be two (2) light bars installed on the cab roof. The light bars shall be provided and installed by Spartan Chassis. The light bar installation shall include mounting and wiring to a control switch on the cab dash. CAB FRONT LIGHTBAR The lightbar provisions shall be for two (2) Whelen brand Freedom FN4MINI lightbars mounted on the left and right side of the front cab roof, each at a 30-degree angle. Each lightbar shall be 21.50 inches in length. Each lightbar shall feature three (3) red LED lights modules and two (2) clear LED light modules. The clear lights shall be disabled with park brake engaged. The cables shall exit the lightbars near the center of each lightbar. LIGHTBAR SWITCH The light bar shall be controlled through a virtual button on the Vista display and control screen. There shall be an additional button located on the Vista display and control screen to control the clear lights. SIDE SCENE LIGHTS

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The cab shall include two (2) Fire Research Spectra 900 LED surface mount lights, one (1) each side. Each light shall be 6.75 inches high X 9.00 inches wide and have a profile of less than 1.75 inches beyond the mounting surface. Wiring shall extend from a weatherproof strain relief at the rear of the light. Each lamp head shall have twenty-four (24) white LEDs that generate a rated 7000 lumens at 12 or 24 volts DC. The lens shall redirect the light along the vehicle and out onto the working area. The light housing shall be aluminum with chrome colored bezel. SIDE SCENE LIGHT LOCATION The scene lighting located on the left and right sides of the cab shall be mounted in the upper forward portion of the cab between the front and rear crew doors. SIDE SCENE ACTIVATION The scene lights shall be activated by two (2) virtual buttons on the Vista display and control screen(s), one (1) for each light, and by opening the respective side cab doors. INTERIOR OVERHEAD LIGHTS The cab shall include a two-section, red and clear Weldon LED dome lamp located over each door. The dome lamps shall be rectangular in shape and shall measure approximately 7.00 inches in length X 3.00 inches in width with a black colored bezel. The clear portion of each lamp shall be activated by opening the respective door and via the multiplex display and both the red and clear portion can be activated by individual push lenses on each lamp. An additional incandescent three (3) light module with dual map lights shall be located over the engine tunnel which can be activated by individual switches on the lamp. MAP LIGHTS A Roxter gooseneck style map light shall be provided. The light shall have a clear bulb and a control switch on the base. The light shall be located on the right hand side of the dash. DO NOT MOVE APPARATUS LIGHT The front headliner of the cab shall include a flashing red Whelen Ion LED light clearly labeled "Do Not Move Apparatus". In addition to the flashing red light, an audible alarm shall be included which shall sound while the light is activated. The flashing red light shall be located centered left to right for greatest visibility. The light and alarm shall be interlocked for activation when either a cab door is not firmly closed or an apparatus compartment door is not closed, and the parking brake is released. MASTER WARNING SWITCH A master switch shall be included, as a virtual button on the Vista display and control screen which shall be labeled “E Master” for identification. The button shall feature control over all

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devices wired through it. Any warning device switches left in the “ON” position when the master switch is activated shall automatically power up. HEADLIGHT FLASHER An alternating high beam headlight flashing system shall be installed into the high beam headlight circuit which shall allow the high beams to flash alternately from left to right. Deliberate operator selection of high beams will override the flashing function until low beams are again selected. Per NFPA, these clear flashing lights will also be disabled “On Scene” when the park brake is applied. HEADLIGHT FLASHER SWITCH The flashing headlights shall be activated through a virtual button on the Vista display and control screen. INBOARD FRONT WARNING LIGHTS The cab front fascia shall include two (2) Whelen 600 series Super LED front warning lights in the left and right inboard positions. The lights shall feature multiple flash patterns including steady burn for solid colors and multiple flash patterns for split colors. The lights shall be mounted to the front fascia of the cab within a chrome bezel. INBOARD FRONT WARNING LIGHTS COLOR The warning lights mounted on the cab front fascia in the inboard positions shall be red. FRONT WARNING SWITCH The front warning lights shall be controlled through a virtual control on the Vista display and control screen. This switch shall be clearly labeled for identification. INTERSECTION WARNING LIGHTS The chassis shall include two (2) Whelen M6 series Super LED intersection warning lights, one (1) each side. The lights shall feature multiple flash patterns including steady burn. INTERSECTION WARNING LIGHTS COLOR The intersection lights shall be red. INTERSECTION WARNING LIGHTS LOCATION The intersection lights shall be mounted centered front to rear on the flat portion of the side of the bumper tail. SIDE WARNING LIGHTS The cab sides shall include two (2) Whelen M6 Super LED warning lights, one (1) on each side. The lights shall feature multiple flash patterns including steady burn for solid colors and multiple

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flash patterns for split colors. The lights shall be mounted to the sides of the cab within a chrome bezel. SIDE WARNING LIGHTS COLOR The warning lights located on the side of the cab shall be red. SIDE WARNING LIGHTS LOCATION The warning lights on the side of the cab shall be mounted over the front wheel well directly over the center of the front axle. SIDE AND INTERSECTION WARNING SWITCH The side warning lights shall be controlled through a virtual button on the Vista display and control screen. This button shall be clearly labeled for identification. INTERIOR DOOR OPEN WARNING LIGHTS The interior of each door shall include one (1) 15.87 inch long X 0.73 inch tall amber Weldon LED warning light. The light shall be located on the upper portion of the door frame to be visible when a person is standing in front of the door while entering or exiting the cab. Each light shall activate with a scrolling directional flash pattern which moves from inside to outside when the door is in the open position. This shall serve as a warning to oncoming traffic. SIREN CONTROL HEAD A Whelen 295HFS2 electronic siren control head with remote amplifier shall be provided and flush mounted in the switch panel with a location specific to the customer’s needs. The siren shall feature 200-watt output, hands free mode and shall be in “standby” mode awaiting instruction. The siren shall offer radio broadcast, public address, wail, yelp, or piercer tones and hands free operation which shall allow the operator to turn the siren on and off from the horn ring if a horn/siren selector switch option is also selected. HORN BUTTON SELECTOR SWITCH A virtual button on the Vista display and control screen shall be provided to allow control of either the electric horn or the air horn from the steering wheel horn button. The electric horn shall sound by default when the selector switch is in either position to meet FMCSA requirements. AIR HORN ACTIVATION The air horn activation shall be accomplished through the steering wheel button for the driver and by a single right hand side lanyard cable accessible to the officer. An air horn activation circuit shall be provided to the chassis harness pump panel harness connector. BACK-UP ALARM

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An ECCO model 575 backup alarm shall be installed at the rear of the chassis with an output level of 107 dB. The alarm shall automatically activate when the transmission is placed in reverse. INSTRUMENTATION An ergonomically designed instrument panel shall be provided. Each gauge shall be backlit with LED lamps. Stepper motor movements shall drive all gauges. The instrumentation system shall be multiplexed and shall receive ABS, engine, and transmission information over the J1939 data bus to reduce redundant sensors and wiring. A twenty eight (28) icon lightbar message center with integral LCD odometer/trip odometer shall be included. The odometer shall display up to 999,999.9 miles. The trip odometer shall display 9,999.9 miles. The LCD message center screen shall be capable of custom configuration by the users for displaying certain vehicle status and diagnostic functions. The instrument panel shall contain the following gauges: One (1) three-movement gauge displaying vehicle speed, fuel level, and Diesel Exhaust Fluid (DEF) level. The primary scale on the speedometer shall read from 0 to 100 MPH, and the secondary scale on the speedometer shall read from 0 to 160 KM/H. The scale on the fuel and DEF level gauges shall read from empty to full as a fraction of full tank capacity. Red indicator lights in the gauge and an audible alarm shall indicate low fuel or low DEF at 1/8th tank level. One (1) three-movement gauge displaying engine RPM, and primary and secondary air system pressures shall be included. The scale on the tachometer shall read from 0 to 3000 RPM. The scale on the air pressure gauges shall read from 0 to 150 pounds per square inch (PSI) with a red line zone indicating critical levels of air pressure. Red indicator lights in the gauge and an audible alarm shall indicate low air pressure. One (1) four-movement gauge displaying engine oil pressure, coolant temperature, voltmeter, and transmission temperature shall be included. The scale on the engine oil pressure gauge shall read from 0 to 100 pounds PSI with a red line zone indicating critical levels of oil pressure. A red indicator light in the gauge and audible alarm shall indicate low engine oil pressure. The scale on the coolant temperature gauge shall read from 100 to 250 degrees Fahrenheit (°F) with a red line zone indicating critical coolant temperatures. A red indicator light in the gauge and audible alarm shall indicate high coolant temperature. The scale on the voltmeter shall read from 9 to 18 volts with a red line zone indicating critical levels of battery voltage. A red indicator light in the gauge and an audible alarm shall indicate high or low system voltage. The low voltage alarm shall indicate when the system voltage has dropped below 11.8 volts for more than 120 seconds in accordance with the requirements of NFPA 1901. The scale on the transmission temperature gauge shall read from 100 to 300 degrees °F with a red line zone indicating critical temperatures. A red indicator light in the gauge and an audible alarm shall indicate a high transmission temperature. The light bar portion of the message center shall include twenty-eight (28) LED backlit indicators. The lightbar shall be split with fourteen (14) indicators on each side of the LCD message screen. The lightbar shall contain the following indicators and produce the following audible alarms when supplied in conjunction with applicable configurations: RED INDICATORS

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Stop Engine - indicates critical engine fault Air Filter Restricted - indicates excessive engine air intake restriction Park Brake - indicates parking brake is set Seat Belt - indicates a seat is occupied and corresponding seat belt remains unfastened Low Coolant - indicates critically low engine coolant Cab Tilt Lock - indicates the cab tilt system locks are not engaged. AMBER INDICATORS Malfunction Indicator Lamp (MIL) - indicates an engine emission control system fault Check Engine - indicates engine fault Check Transmission - indicates transmission fault Anti-Lock Brake System (ABS) - indicates anti-lock brake system fault High exhaust system temperature – indicates elevated exhaust temperatures Water in Fuel - indicates presence of water in fuel filter Wait to Start - indicates active engine air preheat cycle Windshield Washer Fluid – indicates washer fluid is low DPF restriction - indicates a restriction of the diesel particulate filter Regen Inhibit-indicates regeneration of the DPF has been inhibited by the operator Range Inhibit - indicates a transmission operation is prevented and requested shift request may not occur. SRS - indicates a problem in the supplemental restraint system Check Message - indicates a vehicle status or diagnostic message on the LCD display requiring attention. GREEN INDICATORS Left and Right turn signal indicators ATC - indicates low wheel traction for automatic traction control equipped vehicles, also indicates mud/snow mode is active for ATC system High Idle - indicates engine high idle is active. Cruise Control - indicates cruise control is enabled OK to Pump - indicates the pump is engaged and conditions have been met for pump operations Pump Engaged - indicates the pump transmission is currently in pump gear Auxiliary Brake - indicates secondary braking device is active BLUE INDICATORS High Beam indicator AUDIBLE ALARMS Air Filter Restriction Cab Tilt Lock Check Engine Check Transmission Open Door/Compartment High Coolant Temperature High or Low System Voltage High Transmission Temperature Low Air Pressure Low Coolant Level Low DEF Level Low Engine Oil Pressure

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Low Fuel Seatbelt Indicator Stop Engine Water in Fuel Extended Left/Right Turn Signal On ABS System Fault BACKLIGHTING COLOR The instrumentation gauges and the switch panel legends shall be backlit using red LED backlighting. RADIO A Panasonic radio with weather band, AM/FM stereo receiver, compact disc player, and four (4) speakers shall be installed in the cab. The radio shall be installed above the driver position. The speakers shall be installed inside the cab with two (2) speakers recessed within the headliner of the front of the cab just behind the windshield and two (2) speakers on the upper rear wall of the cab. AM/FM ANTENNA A small antenna shall be located on the left hand side of the cab roof for AM/FM and weather band reception. CAMERA An Audiovox Voyager heavy duty rearview camera system shall be supplied. One (1) box shaped camera shall be shipped loose for OEM installation in the body to afford the driver a clear view to the rear of the vehicle and one (1) camera with a teardrop shaped chrome plated housing shall be mounted on the officer side of the cab below windshield ahead of the front door at approximately the same level as the cab door handle. The cameras shall be wired to a single Weldon Vista display located on the driver’s side dash. The rear camera shall activate when the transmission is placed in reverse and the right camera shall activate with the right side turn signal. Each camera shall also be activated by a button on the Vista display. COMMUNICATION ANTENNA An antenna base, for use with an NMO type antenna, shall be mounted on the right hand front corner of the cab roof so not to interfere with light bars or other roof mounted equipment installed by Spartan Chassis. The antenna base shall be an Antenex model MABVT8 made for either a 0.38 inch or 0.75 inch receiving hole in the antenna and shall include 17.00 foot of RG58 A/U cable with no connector at the radio end of the cable. The antenna base design provides the most corrosion resistance and best power transfer available from a high temper all brass construction and gold plated contact design. The antenna base shall be provided by Spartan. COMMUNICATION ANTENNA CABLE ROUTING

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The antenna cable shall be routed from the antenna base mounted on the roof to the area inside the center rocker switch console. TWO-WAY RADIOS A radio wire conduit with a pull wire included shall be installed and routed from behind the dash to under the officer’s seat for radio installation by the customer. The officer’s under seat storage area shall include an access hole for the conduit cut into the rear face of the seat box. The hole shall be approximately 1.00 inch from the bottom and 1.00 from the inner wall of the seat box. CAB EXTERIOR PROTECTION The cab face shall have a removable plastic film installed over the painted surfaces to protect the paint finish during transport to the body manufacturer. FIRE EXTINGUISHER A 2.50 pound D.O.T approved fire extinguisher with BC rating shall be shipped loose with the cab. ROAD SAFETY KIT The cab and chassis shall include one (1) emergency road safety triangle kit. DOOR KEYS The cab and chassis shall include a total of four (4) door keys for the manual door locks. DIAGNOSTIC SOFTWARE OCCUPANT PROTECTION Diagnostic software for the Spartan Advanced Protection System shall be available for free download from the Spartan Chassis website to Spartan authorized OEMs, dealers and service centers, as well as the vehicle owner. The software has been validated to be compatible with the following RP1210 interface adapters:

• Dearborn Group DPA4 Plus

• Noregon Systems JPRO® DLA+

• Cummins INLINE5

• Cummins INLINE6

• NexIQ™ USB-Link™

The software and adapter utilize the SAE J1939-13 heavy duty nine (9) pin connector which is located below the driver’s side dash to the left of the steering column. WARRANTY

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Summary of Warranty Terms: THE FOLLOWING IS SUMMARY OF WARRANTY TERMS FOR INFORMATION ONLY. THE ACTUAL LIMITED WARRANTY DOCUMENT, WHICH IS ATTACHED TO THIS OPTION, CONTAINS THE COMPLETE STATEMENT OF THE SPARTAN MOTORS USA LIMITED WARRANTY. SPARTAN’S RESPONSIBILITY IS TO BE ACCORDING TO THE TERMS OF THE COMPLETE LIMITED WARRANTY DOCUMENT. The chassis manufacturer shall provide a limited parts and labor warranty to the original purchaser of the custom built cab and chassis for a period of twenty-four (24) months, or the first 36,000 miles, whichever occurs first. The warranty period shall commence on the date the vehicle is delivered to the first end user. CHASSIS OPERATION MANUAL There shall be two (2) digital copies of the chassis operation manual provided with the chassis. The digital data shall include a parts list specific to the chassis model. ENGINE AND TRANSMISSION OPERATION MANUALS The following manuals specific to the engine and transmission models ordered will be included with the chassis in the ship loose items: (2) Hard copies of the Engine Operation and Maintenance manual digital copy. (2) Digital copies of the Transmission Operator’s manual (2) Digital copies of the Engine Owner’s manual ENGINE SERVICE MANUALS There shall be two (2) printed hard copy sets of Cummins ISC/ISL engine service reference manuals which shall be provided with the chassis. TRANSMISSION SERVICE MANUALS There shall be two (2) printed hard copy sets of Allison 3000 transmission service manuals included with the chassis. CAB/CHASSIS AS BUILT WIRING DIAGRAMS The cab and chassis shall include two (2) digital copies of wiring schematics and option wiring diagrams. MUD FLAPS In addition to the chassis supplied front mud flaps, two (2) mud flaps shall be provided rearward of the rear axles on the apparatus. The chassis supplied and installed heat exchanger shall be attached to the pump by the OEM manufacturer. 120V RECEPTACLE

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One (1) NEMA 5-20R, 120-volt, duplex, 3-wire, straight blade (household type) receptacle shall be installed on the apparatus and wired to the shoreline. The receptacle shall have a 20-amp rating and include a spring loaded weather resistant cover if mounted in an exterior location. The outlet shall be located inside the chassis cab, behind the driver's seat. WATER TANK The apparatus shall be equipped with a United Plastic Fabricating (UPF) 480 U.S. gallon water tank. Certification of the tank capacity shall be recorded on the manufacturer's record of construction and shall be provided to the purchaser upon delivery of the apparatus. The water tank shall be constructed of 1/2" thick PT2E polypropylene sheet stock, a non-corrosive stress relieved thermoplastic material, black in color, and UV-stabilized for maximum protection. The tank shall be of a specific configuration and shall be designed to be completely independent of the body and compartments. All joints and seams shall be nitrogen welded and tested for maximum strength and integrity. The top of the tank shall be fitted with removable lifting eyes designed with a 3:1 safety factor to facilitate easy removal. TANK BAFFLES The swash partitions shall be manufactured of natural color 3/8" PT2E polypropylene, with the transverse partitions extending from approximately 4" off the floor to just under the cover and the longitudinal partitions extending to the floor of the tank through the cover to allow for positive welding and maximum integrity. All partitions shall be equipped with vent and air holes to permit movement of air and water between compartments. The partitions shall be designed to provide maximum water flow, interlock with one another, and be welded to each other and the walls of the tank. TANK SUMP One (1) sump shall be provided in the bottom of the water tank, constructed of 1/2" polypropylene, and located in the driver’s side front quarter of the tank. Tanks requiring a front suction shall incorporate a 4" schedule 40 polypropylene pipe with a dip tube from the front of the tank to the sump location. The sump shall be used as a combination clean-out and drain. An anti-swirl plate shall be located approximately 2" above the sump. TANK FILL CONNECTION All tank fill couplings shall be backed with flow deflectors to break up the stream of water entering the tank, and shall be capable of withstanding sustained fill rates of up to 1,000 GPM. TANK LID The tank lid shall be constructed of 1/2" thick PT2E polypropylene and incorporate a three-piece locking design allowing for individual removal and inspection if necessary. The tank lid shall be recessed 3/8" from the top of the tank and welded to the sides and the longitudinal partitions for maximum integrity. The lid shall have hold downs consisting of 2" polypropylene dowels spaced a maximum of 30" apart. These dowels shall extend through the covers, ensuring the covers remain rigid under fast filling conditions. A minimum of two lifting dowels shall be drilled and tapped 1/2" x 13" to accommodate the lifting eyes.

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WATER TANK MOUNTING The water tank cradle shall be designed specifically for this apparatus. The cradle structure shall be supported by and welded directly to the top plate of the torque-box. WATER TANK DRAIN A 1-1/2" drain valve shall be provided in the pump compartment to drain the water tank. WATER TANK FILL TOWER The tank shall have a combination vent and manual fill tower, marked "Water Fill", located at the driver’s side front corner of the tank. The fill tower shall be constructed of blue 1/2" PT2E polypropylene and be a minimum dimension of 8" x 8" at the outer perimeter. The tower shall have a 1/4" thick removable polypropylene screen and a PT2E polypropylene hinged-type cover. WATER TANK LEVEL GAUGE One (1) Innovative Controls SL Plus Tank Level Monitor System shall be provided on the pump operator's control panel. The system shall include one (1) electronic display module, a stainless steel pressure transducer sending unit, and wiring with water-tight plug terminations not requiring sealing grease. The master display module shall show the tank level using 16 super-bright easy-to-see LEDs. Tank level indication shall be achieved by the appropriate illumination of 4 horizontal rows of LEDs, with 4 LEDs per row. Full and near-full levels shall be indicated by the illumination of all 4 rows of LEDs, tank levels between 1/2 and 3/4 full shall be indicated by the illumination of the bottom 3 rows of LEDs, tank levels between 1/4 and 1/2 full shall be indicated by the illumination of the bottom 2 rows of LEDs, and tank levels between 1/4 full and near empty shall be indicated by the illumination of the bottom row of 4 red LEDs only. Tank levels between near empty and empty shall be indicated by flashing the bottom row of 4 red LEDs. The master display shall have a backlit area at the top with an illuminated water icon and a backlit area at the bottom with an illuminated OEM logo. 4" WATER TANK OVERFLOW The tank shall be equipped with a minimum of a 4" schedule 40 polypropylene overflow/air vent pipe installed in the fill tower extending through the tank and dumping behind the rear axle. FOAM CELL One (1) United Plastic Fabricating (UPF) 20 U.S. gallon foam cell shall be incorporated into the water tank. One (1) pressure/vacuum vent shall be installed and one (1) drain hose shall be connected to the foam cell. The drain shall have a quarter-turn valve installed inside the pump compartment and it shall drain below the frame rail of the chassis. The foam cell shall be designed for use with Class "A" foam.

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The foam cell shall have a manual fill tower constructed of 1/2" PT3 polypropylene and shall be a minimum dimension of 8" x 8" outer perimeter. The foam fill tower shall be green in color, indicating the type of foam to be utilized and located on the officer’s side front corner of the water tank. The capacity of the cell shall be engraved on the top of the fill tower lid. The tower shall have a 1/4" thick removable polypropylene screen and a stainless steel hinged-type cover. Inside the fill tower, approximately 1.5” down from the top, there shall be an anti-foam fill tube that extends down to the bottom of the cell. A pressure vacuum vent shall be provided in the lid of the fill tower. HOSE BED The hose bed shall be located on the officer's side of the turntable support structure above the low compartment extending over the officer's side wheel well and have a minimum of 30 cubic feet of combined storage space in accordance with NFPA 1901, current edition. The hose bed shall extend backward, past the officer's side of the turntable support, and exit at the rear of the apparatus. The access shall be free of obstructions that may interfere with the deployment and loading of hose. A 1" stainless steel body trim piece shall be at the rear-bottom of the hose bed, to protect the chevron striping when deploying hose. The interior walls of the hose bed shall be painted the same body color as the upper portion of the body. The floor of the hose bed shall be constructed of Dura-Dek fiber reinforced plastic material to prevent the accumulation of water and to allow ventilation to aid in drying hose. The flooring shall be fabricated of "T" beam pultrusions in parallel connected with cross slats that are first mechanically bonded and then epoxied, forming a large sheet. The top portion of each "T" cross section shall measure 1-1/4" wide and 3/16" thick with beaded ends. The vertical portion shall be 3/8" thick, beading out at the bottom to a thickness of 1/2" and tall enough to result in an overall height of 1". The "T" sections shall be spaced 3/4" apart to allow for drainage and ventilation. Each "T" beam shall be constructed utilizing a core of 250,000 continuous glass fiber strands that are high in resistance to tension, compression and bending. An outer sheath consisting of a continuous strand mat to prevent linear splitting and slipping shall surround the core. The sheath shall also serve to draw the protective resin to the bar surface. Both reinforcements shall be pulled through an isophthalic polyester resin, treated with antimony trioxide for fire resistance, to form a solid length. The flooring shall then be protected with a polyurethane coating to screen out ultraviolet rays. The bright white coating shall be baked on. The hose bed shall contain the following hose load:

• 1000' of 5" double jacket hose

HOSE BED COVER A heavy-duty 22 oz. Hypalon vinyl coated nylon hose bed cover shall be installed on the apparatus. The front edge of the cover shall be retained in a "C" channel to prevent the wind from lifting it. The sides shall be attached utilizing button snap fasteners. The middle section,

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where the hose bed steps down, shall be attached utilizing button snap fasteners. The rear of the cover shall be attached utilizing hooks and bungee cord. The hose bed cover shall be red in color. HOSE BED LOADING LIGHT One (1) Unity, model AG-R P46SLC LED hose bed loading light shall be provided at the front of the hose bed. The light shall be a 6" round light in a chrome housing. The hose bed lighting circuit shall be deactivated when the park brake is disengaged. The light shall include a switch at the lighthead. ALUMINUM BODY CONSTRUCTION The apparatus body shall be fabricated from 1/8" 5052-H32, smooth aluminum sheet. The total outside width of the apparatus body shall not exceed 100 inches. The width measurement of the sidewalls shall be made from the outside wall of the two opposite sides of the body. The complete apparatus body shall be fabricated utilizing the break and bend techniques in order to form a strong, yet flexible, uni-body structure. The body shall be constructed with holding fixtures to ensure proper dimensioning. Each apparatus body is specific in design in order to meet the unique requirements of the purchasing fire department. The main body compartments on each side, as well as the rear center compartment if applicable, shall contain a sweep out floor design. Each compartment shall be made to the most practical dimensions in order to provide maximum storage capacity for the fire department's equipment. The door opening threshold shall be positioned lower than the compartment floor permitting easy cleaning of the compartments. Continuous, solid welded seams shall be located at the upper front and upper rear corners of the apparatus body. The flooring of all lower, main body compartmentation shall also have solid weld seams. All door jams, on both the top and the bottom, shall be solid welded as well. Each main door jam consists of a double jam design; this is comparable to a double struck frame design, which provides superior strength and durability. All double door jams are to be welded together utilizing the plug weld technique. All remaining compartment walls shall be stitch welded. The compartment floors, specifically L1 and R1, shall have a minimum of two (2) 2" x 2" square tubes welded to the entire width of the compartment floor. The two (2) rear side compartments as well as the rear center compartment, if applicable, shall be welded to the rear deck support structure. This rear deck support structure is specially designed for the galvanized apparatus body substructure. Each lower, rear compartment shall be adequately stitch welded to the cross tubes providing strength and durability to the entire apparatus body. The body design shall include a "false wall" design in the lower portion of each lower, rear compartment. This "false wall" is required in order to allow for easy accessibility to the rear electrical components found in the rear tail light cluster area. On the upper area of the apparatus body, directly above the side compartment door openings, a header is to be fabricated from smooth, aluminum sheet. This area shall be free of any body seams and shall be painted the same color as the apparatus body. The height of the header

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may vary depending on the following factors: apparatus design, lettering requirements, scene lights and warning light requirements as well as various other options. A "J" channel shall be incorporated into the body design in order to provide a rain gutter to further assist in preventing excessive moisture from getting into the compartments. SIDE COMPARTMENT DOORS ROM roll-up doors shall be installed on each side body compartment, six (6) total. Each door shall be a shutter type with slats that roll onto a spool at the top of the compartment. Each slat shall be equipped with nylon end shoes to assure operation without the need for constant lubrication. The door slats shall be wet painted by the door manufacturer to match the apparatus body. Each ROM roll-up door shall be supplied with a full-width lift bar and finger pull handle integrated into the bottom rail for easy one hand operation. DOOR HANDLES The door handles on the side body compartments of the apparatus shall be non-locking style. DRIP TRAY One (1) drip tray shall be installed inside the upper section of the compartment containing the load center. The aluminum drip tray shall collect water that accumulates on the shutter and drips into the compartment when the door is rolled up. A drainage tube will allow the collected water to exit underneath the apparatus. The pan shall also serve to protect the shutter from damage due to impact from behind or below. REAR COMPARTMENT DOOR One (1) ROM roll-up door shall be installed on the T1 compartment face. The door shall be a shutter type with 34-millimeter slats that roll onto a spool at the top of the compartment. Each slat shall be equipped with nylon end shoes to assure operation without the need for constant lubrication. The roll-up door shall have a satin finish. The ROM roll-up door shall be supplied with a full-width lift bar and finger pull handle integrated into the bottom rail for easy one hand operation. BODY COMPARTMENT LIGHTING A total of ten (10) On-Scene Access Series LED compartment lights shall be installed in the body compartments. Each light shall be enclosed within a tough waterproof Lexan tube enclosure and offer 400 lumens per 18" of light and an adjustable beam angle. The lights shall have a five (5) year replacement warranty. COMPARTMENT COATING The interior of the body compartments shall be coated with gray Line-X unless otherwise specified. The coating shall be durable enough to withstand the everyday wear and tear of equipment removal and shifting.

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DRI-DEK TILES Dri-Dek interlocking squares shall be provided in all of the body compartments. The Dri-Dek shall be applied in all body compartment shelves, adjustable-height trays, floor-mounted trays, and on compartment floors that do not contain floor-mounted trays. No Dri-Dek shall be applied on compartment floors underneath floor-mounted trays. For maximum slip resistance and drainage each square shall have a knobby perforated surface. COMPARTMENT AIR RELEASE Each compartment shall be vented to help remove trapped air when closing the compartment door. The vent shall be a rubber gasket in the area of the outboard corners of the compartment. Wiring may also be run through these areas. COMPARTMENT DRAIN HOLES Each body compartment shall be equipped with drain holes to allow standing water to exit underneath the apparatus. FUEL FILL The fuel fill pocket shall be located in the driver's side rear wheel well area. The fuel fill shall utilize a stainless steel OEM door with a brushed finish. The hinge and frame shall all be constructed out of stainless steel material. WHEEL WELL "SMART STORAGE" The wheel wells shall be designed to accept "Smart Storage" modules for maximum compartment efficiency. DRIVER'S (LEFT) SIDE BODY COMPARTMENTS COMPARTMENT L1 A full height compartment shall be located ahead of the rear wheels on the driver's side of the apparatus body. This compartment shall be designated as L1 within these specifications and any ensuing paperwork or drawings after contract execution. The dimensions of the compartment shall be:

• Height: 59"

• Width: 54"

• Depth: 23" Upper and 23" Lower

• Intermediate Divide Height: 0"

L1 Components

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ADJUSTABLE SHELF One (1) aluminum adjustable full-depth shelf shall be installed in the compartment. The shelf shall be constructed of 3/16" aluminum sheet with a minimum of 2" lips. The shelf shall have an abraded finish and shall be designed in such a manner as to allow liquids to readily drain. FLOOR MOUNTED ROLL OUT TRAY One (1) roll out equipment tray shall be installed on the floor of the compartment. The tray shall be equipped with an Austin Hardware drawer slide. The roller assembly shall have a rated capacity of 300 lbs. distributed load and shall have 100% extension capability. The tray shall be constructed of 3/16" aluminum sheet with 3" lips. The tray shall have an abraded finish and shall be equipped with a locking slide in order to hold the tray in either a fully extended or closed position. The tray shall be equipped with the Austin Hardware front drawer release system which allows for one handed operation of the system. TOOL BOARD One (1) full height slide out aluminum tool board shall be located in the full depth compartment. The tool board shall utilize a locking roller assembly to lock it in both the opened and closed position. The tool board shall be mounted to a horizontal strut to allow the board to be relocated for the best fit in the compartment. The tool board shall have a maintenance-free abraded finish. COMPARTMENT STRUTS Aluminum vertical strut channels shall be welded in the compartment. Two (2) struts shall be provided for any full depth portion and one (1) strut shall be provided for any shallow depth portion. VERTICAL PARTITION One (1) bolt-in vertical partition shall be installed in the full height compartment. The partition finish shall match the compartment interior. COMPARTMENT L2 A standard height compartment shall be located above the rear wheels on the driver's side of the apparatus body. This compartment shall be designated as L2 within these specifications and any ensuing paperwork or drawings after contract execution. The dimensions of the compartment shall be:

• Height: 26"

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• Width: 56"



L2 Components COMPARTMENT STRUTS Aluminum vertical strut channels shall be welded in the compartment. Two (2) struts shall be provided for any full depth portion and one (1) strut shall be provided for any shallow depth portion. COMPARTMENT L3 A standard height compartment shall be located above the rear wheels on the driver's side of the apparatus body. This compartment shall be designated as L3 within these specifications and any ensuing paperwork or drawings after contract execution. The dimensions of the compartment shall be:

• Height: 22"

• Width: 19"



L3 Components COMPARTMENT STRUTS Aluminum vertical strut channels shall be welded in the compartment. Two (2) struts shall be provided for any full depth portion and one (1) strut shall be provided for any shallow depth portion. COMPARTMENT L4 A full height compartment shall be located behind the rear wheels on the driver's side of the apparatus body. This compartment shall be designated as L4 within these specifications and any ensuing paperwork or drawings after contract execution. The dimensions of the compartment shall be:

• Height: 53"

• Width: 25"

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L4 Components ADJUSTABLE SHELF One (1) aluminum adjustable full-depth shelf shall be installed in the compartment. The shelf shall be constructed of 3/16" aluminum sheet with a minimum of 2" lips. The shelf shall have an abraded finish and shall be designed in such a manner as to allow liquids to readily drain. FLOOR MOUNTED ROLL OUT TRAY One (1) roll out equipment tray shall be installed on the floor of the compartment. The tray shall be equipped with an Austin Hardware drawer slide. The roller assembly shall have a rated capacity of 300 lbs. distributed load and shall have 100% extension capability. The tray shall be constructed of 3/16" aluminum sheet with 3" lips. The tray shall have an abraded finish and shall be equipped with a locking slide in order to hold the tray in either a fully extended or closed position. The tray shall be equipped with the Austin Hardware front drawer release system which allows for one handed operation of the system. COMPARTMENT STRUTS Aluminum vertical strut channels shall be welded in the compartment. Two (2) struts shall be provided for any full depth portion and one (1) strut shall be provided for any shallow depth portion. DRIVER'S SIDE SMART STORAGE - WL1 A three (3) air bottle Smart Storage compartment shall be installed in the forward portion of the rear wheel well area, on the driver's side of the apparatus. The compartment shall be a triangle design. The compartment door and hinge shall be constructed of stainless steel material. The door shall have a rubber gasket to create a 100% seal against an aluminum flange to protect the interior of the compartment. The door shall have a brushed stainless steel finish. DRIVER'S SIDE SMART STORAGE - WL3 A combination single air bottle and stabilizer pad Smart Storage compartment shall be installed in the rearward portion of the rear wheel well area, on the driver's side of the apparatus. The triangle design compartment shall be able to fit either one (1) 2" thick stabilizer pad or two (2) 1" stabilizer pads and one (1) SCBA bottle. The compartment door and hinge shall be constructed of stainless steel material. The door shall have a rubber gasket to create a 100% seal against an aluminum flange to protect the interior of the compartment. The door shall have a brushed stainless steel finish. OFFICER'S (RIGHT) SIDE BODY COMPARTMENTS COMPARTMENT R1

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A full height compartment shall be located ahead of the rear wheel on the officer's side of the apparatus. This compartment shall be designated as R1 within these specifications and any ensuing paperwork or drawings after contract execution. R1 Components COMPARTMENT STRUTS Aluminum vertical strut channels shall be welded in the compartment. Two (2) struts shall be provided for any full depth portion and one (1) strut shall be provided for any shallow depth portion. COMPARTMENT R2 A lower compartment shall be located behind the rear wheel on the officer's side of the apparatus. This compartment shall be designated as R2 within these specifications and any ensuing paperwork or drawings after contract execution. R2 Components COMPARTMENT STRUTS Aluminum vertical strut channels shall be welded in the compartment. Two (2) struts shall be provided for any full depth portion and one (1) strut shall be provided for any shallow depth portion. OFFICER'S SIDE SMART STORAGE - WR1 A three (3) air bottle Smart Storage compartment shall be installed in the forward portion of the rear wheel well area, on the officer's side of the apparatus. The compartment shall be a triangle design. The compartment door and hinge shall be constructed of stainless steel material. The door shall have a rubber gasket to create a 100% seal against an aluminum flange to protect the interior of the compartment. The door shall have a brushed stainless steel finish. OFFICER'S SIDE SMART STORAGE - WR3 A combination single air bottle and stabilizer pad Smart Storage compartment shall be installed in the rearward portion of the rear wheel well area, on the officer's side of the apparatus. The triangle design compartment shall be able to fit either one (1) 2" thick stabilizer pad or two (2) 1" stabilizer pads and one (1) SCBA bottle. The compartment door and hinge shall be constructed of stainless steel material. The door shall have a rubber gasket to create a 100% seal against an aluminum flange to protect the interior of the compartment. The door shall have a brushed stainless steel finish. REAR BODY COMPARTMENT A compartment shall be located at the rear of the apparatus that extends into the apparatus torque box. BODY SUB FRAME

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The main body sub frame shall be constructed from formed steel channel bolted and welded to the torque box. The sub frame shall be located at the front and rear of the body and in front and rear of the wheel well opening. The compartment area behind the rear axle shall be supported by a drop frame fabricated of steel tube and angles. All drop frame structures shall be welded directly to the torque box to allow the body to be a completely separate structure from the chassis. BODY RUB RAILS Rub rails shall be installed beneath the compartment doors to protect the apparatus body from damage should the body be brushed or rubbed against another object. The rub rails shall be 2-1/2” x 1” 3/16” aluminum channel. The rub rails shall be highly polished and then bright dip anodized. The rub rails shall be installed on the body utilizing non-corrosive nylon spacers and secured with stainless steel bolts. The outside edge of the rub rails shall be even with the fenderettes and bolt-on steps to prevent snagging. TWO REAR TOW EYES Two (2) chrome plated tow eyes shall be installed at the rear of the apparatus above the rear step area. The tow eyes shall be bolted to a heavy-duty assembly that is welded to the torque box. The tow eyes shall have a 2-1/2" ID hole. REAR WHEEL WELLS Wheel wells shall have semicircular black polymer composite inner liners that are bolted to the wheel well panel and supported inboard by brackets that are connected to the body framework. Each wheel well shall be a continuous piece with no breaks or ledges where road grime or debris may accumulate. This liner shall be removable for access to suspension assembly for repairs. There shall be no exception to the bolted wheel well inner liner requirement. STAINLESS STEEL FENDERETTES Two (2) stainless steel fenderettes shall be installed at the outboard edge of the rear wheel well area, one (1) on each side. Rubber welting shall be provided between the body and the crown to seal the seam and restrict moisture from entering. A dielectric barrier shall be provided between the fender crown fasteners (screws) and the fender sheet metal to resist deterioration. The fenderettes shall be constructed of stainless steel that has been polished to a high-quality finish. EXHAUST HEAT DEFLECTOR SHIELD A 4" heat deflector shield shall be installed over the exhaust to aid in dissipating the heat to prevent exhaust heat from adversely affecting contents stored in the body. FUEL TANK GAUGE ACCESS PANEL Access shall be provided in the torque box for service of the fuel tank gauge without removing the fuel tank.

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LICENSE PLATE BRACKET A license plate bracket shall be mounted on the rear of the apparatus. A clear LED light shall be incorporated into the bracket. TRIMRITE STAINLESS STEEL FASTENERS TrimRite stainless steel fasteners shall be provided for all exposed and unpainted fasteners throughout the body in locations such as overlays, pump panels, and other numerous hardware mounting locations. TrimRite stainless is a hardenable martensitic stainless steel that provides a high level of corrosion resistance, hardness up to Rockwell C 51, good cold formability and ease of heat treatment, all of which combine to provide an alloy which has been used for many applications. TrimRite stainless is tested to salt spray standard ASTM B117, which is a 200-hour salt spray test. The OEM shall use TrimRite stainless with an added blue patch which provides improved vibration resistance for the fasteners. ADDITIONAL HARDWARE A bag of stainless steel nuts, bolts, and washers shall be supplied with the apparatus for mounting of equipment. WALKWAYS AND OVERLAYS All exterior surfaces designated by the manufacturer as stepping, standing, or walking areas shall be overlaid with 3003 H22 bright tread plate to provide a slip resistant surface, even when the surface is wet. All interior surfaces designated by the manufacturer as stepping, standing, or walking areas shall be slip resistant when the surface is dry. The degree of slip resistance shall be in accordance with NFPA 1901, current edition. Horizontal walkways shall have .080" aluminum tread plate overlays installed and vertical surfaces shall have .125” aluminum tread plate overlays. Overlays shall be installed that are totally insulated from the apparatus with nylon shoulder washers that extend into holes in the body. Stainless steel cap nuts shall be employed where bolt ends may damage equipment or cause injury. After the apparatus is painted and the overlays are reinstalled, they shall be additionally sealed at the edges with a caulking compound. The exterior top tread plate overlay shall be mounted flush with the outer edges of the apparatus body. Any designated horizontal standing or walking surface higher than 48" from the ground and not guarded by a railing, or structure at least 12" high shall have a "safety yellow line" marking the outside perimeter of the designated standing or walking surface area. Yellow reflective SCENEdots shall be used to create the line along the outside edges of standing and walking surfaces. Steps and ladders shall not be required to have the yellow line. STEPPING SURFACES All steps shall have a surface area of at least 35 square inches and shall be able to withstand a load of at least 500 pounds. Steps shall be provided at any area that personnel may need to climb and shall be adequately lit. TURNTABLE ACCESS LADDER - DRIVER'S SIDE

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For access to the turntable, a turntable access ladder shall be furnished on the driver's side of the apparatus. The ladder design shall utilize two (2) air cylinders to aid in the deployment of the ladder into the climbing position and a positively locking mechanism to lock the ladder assembly into the travel position. The main structural members of the assembly shall be fabricated from 12 gauge 304 stainless steel with aluminum tread plate overlays on the step area. The degree of slip resistance shall be in accordance with NFPA 1901, current edition. The access ladder shall be designed as a two (2) part assembly. The lower ladder assembly shall swing out and down and the upper ladder assembly will angle when the lower assembly is in the down position to an approximate slope of 81 degrees to provide ease of access from the ground to the first step and allow for the maximum angle of departure of the apparatus. When the access ladder is in the down position, the maximum height from the ground to the first step shall not exceed 24". All remaining steps shall have a maximum stepping height that shall not exceed 18". The access ladder shall be connected to the door open warning circuit to warn the driver it is not in the stored position. The access ladder shall be illuminated for night time operation with Grote LED lighting. The lights shall be activated by the parking brake. To aid in ascending and descending the access steps, knurled aluminum handrails shall be provided on each side of the steps as well as one (1) on top of the body above the steps. FRONT TREAD PLATE OVERLAYS A tread plate overlay shall be located on the front vertical areas of each side of the apparatus body. The overlays shall be located on the front of the body compartments. FRONT BODY STEPS AND LIGHTING Four (4) Cast Products folding steps shall be located on the front of the driver's side body compartments. The folding steps shall have two large open slots to prevent the buildup of ice or mud and to provide a hand-hold when necessary. The steps shall have a surface area of at least 35 square inches and shall be able to withstand a load of 500 pounds. The steps shall be adequately lit with LED lighting. One (1) light shall be located above the steps. FRONT BODY STEPS AND LIGHTING Four (4) Cast Products folding steps shall be located on the front of the officer's side body compartments. The folding steps shall have two large open slots to prevent the buildup of ice or mud and to provide a hand-hold when necessary. The steps shall have a surface area of at least 35 square inches and shall be able to withstand a load of 500 pounds. The steps shall be adequately lit with LED lighting. One (1) light shall be located above the steps. HANDRAILS All handrails, unless otherwise stated, shall be constructed of knurled aluminum of not less than 1-1/4" in diameter. All railing shields and brackets shall be chrome plate and bolted to the body

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with stainless steel bolts. The lower bracket on all vertical handrails shall have a drain hole at the lowest point. The following handrails shall be provided on the apparatus:

• A handrail shall be installed forward on the top of the body, on the driver's side.

• A handrail shall be installed on the top officer's side front of the body.

• Two (2) horizontal handrails shall be installed, one (1) each above both the driver's side and officer's side pump panels.

GROUND LADDER STORAGE The ground ladders shall be stored within the torque box and shall be removable from the rear of the apparatus. The ladders shall be fully enclosed so road dirt and debris cannot foul or damage the ladders. The ladders shall be stored in individual full-length aluminum slides so they can be removed individually. The slides shall be lined with nylon to aid in moving the ladders. The following ground ladders shall be supplied with the apparatus:

• One (1) Duo Safety, model 585-A, 10' aluminum folding ladder shall be provided.

• One (1) Duo Safety, model 35-B, 14' aluminum combination step and extension ladder shall be provided.

• Two (2) Duo Safety model 875-DR, 16' aluminum roof ladders with folding roof hooks on each end shall be provided.

• One (1) Duo Safety, model 900-A, 24' aluminum two-section extension ladder shall be provided.

• One (1) Duo Safety, model 1225-A, 35' aluminum three-section extension ladder shall be provided.

PIKE POLE STORAGE Six (6) aluminum tubes for the storage of pike poles shall be installed inside the upper portion of the torque box. The following pike poles shall be supplied with this location on the apparatus:

• Two (2) Fire Hooks Unlimited, model NHF-6, 6' fiberglass (ash core) pike poles with a National Hook and butt-style end shall be provided.


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PIKE POLE STORAGE Two (2) aluminum trays for the storage of pike poles shall be installed inside the upper portion of the torque box. The following pike poles shall be supplied with this location on the apparatus:

• Two (2) Fire Hooks Unlimited, model NHF-4 w/D, 4' fiberglass (ash core) pike poles with a National Hook and an aluminum "D" style handle shall be provided.

WHEEL CHOCK STORAGE The wheel chocks shall be stored in locations that are easily accessible under the front of the body on the driver's side of the apparatus. WHEEL CHOCKS One (1) pair of Zico, model SAC-44, wheel chocks shall be provided with the apparatus. The wheel chocks shall be mounted in Zico model, SQCH-44-H, mounting brackets. WHEEL CHOCK STORAGE The wheel chocks shall be stored in locations that are easily accessible under the front of the body on the officer's side of the apparatus. WHEEL CHOCKS One (1) pair of Zico, model SAC-44, wheel chocks shall be provided with the apparatus. The wheel chocks shall be mounted in Zico model, SQCH-44-H, mounting brackets. INDEPENDENT ALUMINUM PUMP MODULE The pump module shall be fabricated from 1/8" 5052-H32 smooth aluminum sheet. The module shall be fabricated as an individual unit independent from the body. The module shall be fabricated utilizing the break and bend technique in order to form a strong yet flexible structure. The pump module shall be fabricated using precision holding fixtures to ensure proper dimensions and all attachment points shall be heavily reinforced. PUMP COMPARTMENT LIGHTS Two (2) 9" On-Scene Night Axe LED lights shall be installed in the pump compartment. The lights shall be rated at 100,000 hours of service. The lights shall be waterproof and magnesium chloride resistant. The lights shall be enclosed in tough 5/8" Lexan tube. DRIVER'S SIDE RUNNING BOARD

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A modular bolt-on running board, constructed of anti-slip tread plate, shall be installed on the driver's side of the pump module. The outside edge of the running board shall be flush with the rub rail installed on the body to maintain a uniform appearance. The running board shall be installed with sufficient support to form a sturdy, non-deflecting step area for personnel. OFFICER'S SIDE RUNNING BOARD A modular bolt-on running board, constructed of anti-slip tread plate, shall be installed on the officer's side of the pump module. The outside edge of the running board shall be flush with the rub rail installed on the body to maintain a uniform appearance. The running board shall be installed with sufficient support to form a sturdy, non-deflecting step area for personnel. PULL OUT PLATFORM There shall be one (1) OEM supplied pull out platform located on the driver's side of the pump module. The platforms slide mechanism shall be constructed of steel and aluminum serrated bar grating for ease of maintenance and to provide a slip resistant surface for the operator. The platform shall lock in both the retracted and the extended position. The pull out platform shall be capable of supporting a maximum of 500 pounds and shall be wired to the door-ajar circuit. DUNNAGE COMPARTMENT A dunnage compartment shall be located above the pump module. The dunnage compartment floor shall be constructed of tread plate. FRONT PUMP ACCESS PANEL A tread plate access panel shall be provided on the front of the pump compartment. The panel shall be of the single pan design and shall be positively latched in the closed position utilizing compression latches. An aluminum sill protector shall be installed on the bottom of the door opening to protect the paint from chipping and scratching. This area shall be accessible when the cab is tilted. OFFICER'S SIDE PUMP ACCESS PANEL A tread plate access panel shall be above the officer's side pump panel to allow access to the pump compartment. The vertically hinged panel shall be of the single pan design and shall be positively latched in the closed position utilizing compression latches. A gas strut shall be provided on the door. An aluminum sill protector shall be installed on the bottom of the door opening to protect the paint from chipping and scratching. The door shall be wired into the door open warning light circuit. CONTROL PANEL The driver's side of the pump enclosure shall be divided into two sections. The lower section shall contain all valve controls, primer controls, discharge relief valve controls (pilot valve), and other mechanical controls. This surface shall be referred to as the "control panel". All valve controls shall be the self-locking type, activated by either direct control or with a direct linkage utilizing friction locking bell cranks and universal ball swivels. The primary valve handles

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shall have color coded tags installed in a recessed area to clearly denote the purpose of each control. INSTRUMENT PANEL The surface up above the control panel shall contain all instruments, gauges, test fittings, and optional controls. This surface shall be referred to as the "instrument panel". The instrument panel shall be independent and hinged and latched. All instruments, gauges, and other equipment shall be installed with sufficient slack in any cabling, tubing, or plumbing to allow the panel to swivel to the fully open position. The instrument and gauge panel shall be vertically hinged "swing out" to provide access for service. OFFICER'S SIDE PUMP PANEL A single panel shall be installed on the officer's side of the pump enclosure. This shall be the area where any officer's side discharges, inlets, steamers, and other pump-associated equipment are located. This panel shall be easily removed and held in place with quick release push latches. It shall be fully removable for pump and plumbing access without the need to use hand tools. Any electrical equipment installed shall be equipped with connectors so they may be easily separated when the below described front access panel is removed. PANEL SURFACES The control panel, instrument panel, and officer's side pump panel shall be coated with black Line-X for maximum resistance to abrasion and to minimize glare. The material shall be capable of withstanding the effects of extreme temperatures and weather. GARNISH RING BEZEL ASSEMBLIES Innovative Controls intake and discharge garnish rings shall be installed on the apparatus with mounting bolts. These bezel assemblies shall be used to identify intake and discharge ports with color and verbiage. VERBIAGE TAG BEZEL ASSEMBLIES Innovative Controls verbiage tag bezels shall be installed. The bezel assemblies will be used to identify apparatus components. SAFETY MESSAGE BEZEL ASSEMBLIES Innovative Controls safety message bezels shall be installed. The bezel assemblies will be used to identify, instruct, or warn the operators. The garnish rings, verbiage tags and safety message bezels shall be designed and manufactured to withstand the specified apparatus service environment and shall be backed by a warranty equal to that of the exterior paint and finish. The specified assemblies shall feature a chrome-plated panel-mount bezel with durable UV resistant polycarbonate inserts. These UV resistant polycarbonate graphic inserts shall be subsurface screen printed to eliminate the

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possibility of wear and protect the inks from fading. All insert labels shall be backed with 3M permanent adhesive (200MP), which meets UL969 and is in accordance with NFPA 1901, current edition. PUMP PANEL LIGHTING The pump operator's control panel and the officer's side pump panel shall each be illuminated by Grote LED Radius lighting. The pump panel lights shall become energized upon setting the parking brake so the gauge information provided may be consulted at any time the apparatus is parked. A stainless steel shield shall be installed over each pump panel light to further protect them from the elements and to act as a reflector for additional illumination. The pump panel lighting shall become energized automatically upon setting the park brake so the gauge information may be consulted at any time the apparatus is parked. MIDSHIP MOUNT FIRE PUMP The pump shall be a Waterous CSUC20 1500 U.S. GPM fire pump. The pump shall be a single stage centrifugal class "A" rated fire pump designed specifically for the fire service. The pump body shall be cast as two (2) horizontally split pieces. The body shall be made of high tensile, close-grained gray iron with a minimum tensile strength of 40,000 PSI. FLAME PLATED IMPELLER HUBS The pump impellers shall be bronze, specifically designed for the fire service and accurately balanced for vibration free running. The stripping edges shall be located on opposite sides of the impellers to reduce shaft deflection. The impeller shaft shall be stainless steel, accurately ground to size and supported at each end by oil or grease lubricated anti-friction ball bearings for rigid, precise support. The bearings used on the impeller shaft shall be automotive type bearings, easily cross- referenced and readily available at normal parts or bearing stores. The impeller hubs shall be flame plated with tungsten carbide to hardness approximately twice that of tool steel to assure maximum pump life and efficiency. During the flame plating process, the base metal shall not be allowed to exceed a temperature of 300 degrees Fahrenheit to prevent altering the metallurgical properties of the impeller material. IMPELLER WEAR RINGS The pump shall be equipped with replaceable bronze wear rings for increased pump life and minimum maintenance cost. The wear rings shall be designed to fit into a groove in the face of the impeller hubs forming a labyrinth that, as the clearance increases with age, directs water from the discharge side in several directions eventually exiting outward, away from the eye of the impeller hub. LUBRICATION SYSTEM

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An internal lubrication system shall deliver lubricant directly to the drive chain. This unique design shall eliminate the need for an external lubrication pump and auxiliary cooling. Oil shall be supplied with the lubrication system. PUMP TRANSMISSION The pump shall have a Waterous model C20 series transmission. The housing of the transmission shall be constructed of high strength, three-piece, horizontally split aluminum. The drive line shafts shall be made from alloy steel forgings, hardened and ground to a size 2.350 inch 46 tooth involute spline. The drive and driven sprockets shall be constructed of steel and shall be hardened and have ground bores. The drive chain shall be a Morse HV high strength involute form chain. Bearings shall be deep-groove, anti-friction ball bearings and shall give support and proper alignment with the impeller shaft assembly. Bearings shall be oil splash lubricated, completely separated from the water being pumped, and protected by a V-ring and oil seal. An internal lubrication system shall deliver lubricant directly to the drive chain. This unique design eliminates the need for an external lubrication pump and auxiliary cooling. The pump and transmission shall be easily separable. A two-piece shaft shall be splined allowing for individual repair of either the pump or transmission, to keep down time to a minimum. All drive line components shall have a torque rating equal to or greater than the final net engine torque. MECHANICAL SEALS The pump shall be equipped with self-adjusting, maintenance free mechanical shaft seals that shall not require manual adjustment. These seals shall be designed in a manner such that they shall remain functional enough to permit continued use of the pump in the unlikely event of a seal failure. ZINC ANODES Four (4) Waterous zinc anodes shall be provided with the fire pump. The anodes shall aid in preventing galvanic corrosion within the water pump and be easily replaceable. The anodes shall be installed as follows

• Two (2) on the intake side of the pump

• Two (2) in the discharge manifold of the fire pump.

The pump shall be rated at 1500 gallons per minute. FIRE PUMP MOUNTING The fire pump shall be mounted within a separate body module that is not directly connected to the apparatus body. The pump shall be frame mounted; therefore minimizing the likelihood of the pump casing cracking should the apparatus be involved in a collision. The pump module shall be mounted to the frame in a minimum of four (4) locations and shall be reinforced appropriately in order to carry the expected load for the life of the apparatus. PUMP SHIFT

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The pump shift shall be supplied and installed by the chassis manufacturer. The pump system shift indicator lights in the chassis cab shall be supplied and installed by the chassis manufacturer. One (1) green pump system shift indicator light shall be located on the operator's panel. This light shall only become engaged when the chassis parking brake has been set and when the pump and the chassis transmissions have been completely shifted into the correct gears. The light shall be located adjacent to the throttle control and shall be labeled "Warning: Do Not Open Throttle Unless Light Is On". PRESSURE GOVERNOR A Fire Research Pump Boss 400 pressure governor and monitoring display system shall be installed. The system shall include a control module, intake pressure sensor, discharge pressure sensor, and cables. The control module case shall be waterproof and have dimensions not to exceed 6 3/4" high by 4 5/8" wide by 1 1/2" deep. The control knob shall be 2" in diameter with no mechanical stops, have a serrated grip, and a red control module. Inputs for monitored information shall be a J1939 data bus or independent sensors. Outputs for engine control shall be on the J1939 data bus or engine specific wiring. Inputs to the control module from the pump discharge and intake pressure sensors shall be electrical. The following continuous displays shall be provided:

• Engine RPM; shown with four daylight bright LED digits more than 1/2" high

• Check engine and stop engine warning LEDs

• Oil pressure; shown on a dual color (green/red) LED bar graph display

• Engine coolant temperature; shown on a dual color (green/red) LED bar graph display

• Transmission Temperature: shown on a dual color (green/red) LED bar graph display

• Battery voltage; shown on a dual color (green/red) LED bar graph display

• Pressure and RPM operating mode LEDs

• Pressure / RPM setting; shown on a dot matrix message display

• Throttle ready LED

The dot-matrix message display shall show diagnostic and warning messages as they occur. It shall show monitored apparatus information, stored data, and program options when selected by the operator. LED intensity shall be automatically adjusted for day and night time operation. The program shall store the accumulated operating hours for the pump and engine to be displayed with the push of a button. The kit shall monitor inputs and support audible and visual warning alarms for the following conditions:

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• High Battery Voltage

• Low Battery Voltage (Engine Off)

• Low Battery Voltage (Engine Running)

• High Transmission Temperature

• Low Engine Oil Pressure

• High Engine Coolant Temperature

• Out of Water (visual alarm only)

• No Engine Response (visual alarm only)

The program features shall be accessed via push-buttons located on the front of the control module. A USB port shall be located at the rear of the control module to upload future firmware enhancements. The governor shall operate in two control modes: pressure and RPM. No discharge pressure or engine RPM variation shall occur when switching between modes. A throttle ready LED shall light when the interlock signal is recognized. The governor shall start in pressure mode and set the engine RPM to idle. In pressure mode the governor shall automatically regulate the discharge pressure at the level set by the operator. In RPM mode the governor shall maintain the engine RPM at the level set by the operator except in the event of a discharge pressure increase. The governor shall limit a discharge pressure increase in RPM mode to a maximum of 30 PSI. Other safety features shall include recognition of no water conditions with an automatic programmed response and a push button to return the engine to idle. An interlock system shall be provided to prevent advancement of the engine speed at the pump operator’s panel unless the apparatus has “Throttle Ready” indication. The pressure governor and monitoring pressure display shall be programmed to interface with a specific engine. INTAKE RELIEF VALVE An Elkhart Brass intake relief valve shall be installed on the suction side of the pump. The valve shall be the preset type, adjustable from 75 to 250 PSI, and shall be designed to prevent vibration from altering the setting. The relief outlet shall be directed below the pump with the discharge terminating in a 2-1/2" male NH threads connection. The discharge shall be away from the pump operator and labeled "Do Not Cap". TRIDENT PRIMING PUMP The priming pump shall be a Trident Emergency Products three-barrel, compressed air powered, high efficiency, multi-stage, venturi based AirPrime System. All wetted metallic parts of the priming system are to be of brass and stainless steel construction. A pressure protection valve shall be installed with the priming pump. A single panel mounted control shall activate the priming pump and open the priming valve to the pump.

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MASTER DRAIN VALVE A Trident manifold drain valve assembly shall be supplied. This drain shall provide the capability to drain the entire pump by turning a single control. The valve assembly shall consist of a stainless steel plate and shaft in a bronze body with multiple ports. The drain valve control shall be mounted on the driver's side pump panel and labeled "Master Drain". PUMP PRIMED BLACK BY PUMP MANUFACTURER The pump shall be primed black by the pump manufacturer. The main intake(s) shall be unpainted and any auxiliary intake(s) shall be the same color as they arrived from the valve manufacturer. PUMP AND ENGINE COOLING SYSTEM A pump and engine cooling system shall be provided on the apparatus. The cooling system shall keep the engine cool when running for long periods of time and the pump cool during long periods of pumping when water is not being discharged. The cooling system shall also be set up in a way that the cooling system lines can be easily drained through the master pump drain. The cooling system lines shall consist of high-temperature 3/8" (inside diameter) hose. The engine cooling lines shall be installed with one (1) line going from the discharge side of the water pump through an Innovative Controls model 3004204-2-2, 3/8" in-line quarter turn ball valve assembly and continuing on to the chassis heat exchanger. The return line from the heat exchanger shall then run into the suction side of the pump. The pump cooling lines shall be installed with one (1) line going from the discharge side of the water pump through an Innovative Controls model 3004204-2-2, 3/8" in-line quarter-turn ball valve assembly up to the water tank. At the water tank, the pump cooling line shall be plumbed into a 3/8" check valve on the "Tank Fill" valve. The check valve shall prevent tank water from back flowing into the pump when the cooling system is not in use. A return line from the water tank shall be plumbed into the water pump. The engine cooling system valve shall be controlled on the operator's panel, and shall be clearly labeled, "Engine Cooler". The pump cooling system valve shall be controlled on operator’s panel, and shall be clearly labeled, "Pump Cooler". ENGINEERING FOR FUTURE FOAM SYSTEM The stainless manifold on the pump shall be engineered for the future installation of a Foam Pro 2001/2002 single foam system. In addition to the plumbing, the pump operators control panel shall have open space provided for installation of future foam controls. PLUMBING MANIFOLD The plumbing manifold shall consist of the inlet side manifold and the discharge side manifold. Galvanized Victaulic couplings shall be used wherever possible for ease of maintenance and superior corrosion protection.

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The inlet side of the plumbing manifold shall utilize schedule 10, 304-grade stainless steel tubing and preformed elbows for inlets that are larger than 3”. Side auxiliary inlets that are 3” or smaller shall utilize schedule 10, 304-grade stainless steel threaded tubing and preformed elbows. The inlet manifold shall thread into the pump auxiliary inlet ports and each inlet valve shall thread onto the inlet manifold. The discharge side of the plumbing manifold shall utilize schedule 10, 304-grade stainless steel tubing and preformed elbows to ensure the quality of the manifold where welds are required. The discharge manifold shall connect to the pump discharge ports using ½” stainless steel flanges that shall be machined to seat an O-ring to ensure a leak proof seal. Each discharge shall derive from a port on the manifold assembly connected to a discharge valve with 1/2” 304-grade stainless steel flanges. Discharges that terminate in a location other than the pump module (i.e. rear discharges) that do not require welding shall utilize a combination of high-pressure flex hose and schedule 10, 304-grade stainless steel tubing to allow flexibility between the body and the pump module. A 3/4" quarter turn drain valve shall be included. A chrome plated rectangular handle shall be provided on the drain valve to facilitate use with a gloved hand. The drain valve shall be located just above the running board and below the pump panel to reduce clutter in the pump panel area. The drain valve shall be connected to the valve with a flexible hose that is routed in such a manner as to assure complete drainage to below the apparatus. A matching color coded bezel shall be included. INNOVATIVE CONTROLS DISCHARGE GAUGES - 2-1/2" - 0-400 PSI The discharge gauges on the apparatus shall be 2-1/2” diameter Innovative Controls pressure gauges. The gauges shall have a one-piece die-cast brass case that integrates the valve stem connection, movement support, and bourdon tube support into a single unit that eliminates distortion and leakage. Clear scratch resistant molded lenses shall be used to ensure distortion-free viewing and they shall be sealed to the gauge by being trapped together with a profile gasket by a crimped stainless steel bezel. The gauges shall be filled with a synthetic mixture to dampen shock and vibration, lubricate the internal mechanisms, prevent lens condensation and ensure proper operation from –40°F to +160°F. The gauges shall exceed ASME B40.100 Grade B requirements with an accuracy of +/- 1.5% full scale and include a size appropriate phosphorous bronze bourdon tube with a reinforced lap joint and large tube base to increase the tube life and gauge accuracy. Highly-polished stainless steel bezels shall be provided to prevent corrosion and protect lenses and gauge cases. The gauges shall be installed into decorative chrome-plated mounting bezels that incorporate valve identifying verbiage and/or color labels. The gauges shall display a range from 0 to 400 PSI and shall have an orange tip on the pointer. MASTER PRESSURE CENTER ASSEMBLY The master gauges shall be installed on the pump panel no more than 6 inches apart in an integrated master pressure assembly that includes the two (2) master gauges and the test port manifold.

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The master intake and master discharge gauges shall be 4” diameter Innovative Controls pressure gauges. Each gauge shall have a one-piece die-cast brass case that integrates the valve stem connection, movement support, and bourdon tube support into a single unit that eliminates distortion and leakage. A clear scratch resistant molded lens shall be used to ensure distortion-free viewing and it shall be sealed to the gauge by being trapped together with a profile gasket by a crimped stainless steel bezel. The gauge shall be filled with a synthetic mixture to dampen shock and vibration, lubricate the internal mechanisms, prevent lens condensation and ensure proper operation from –40°F to +160°F. Each gauge shall exceed ASME B40.100 Grade B requirements with an accuracy of +/- 1% full scale and include a size appropriate phosphorous bronze bourdon tube with a reinforced lap joint and large tube base to increase the tube life and gauge accuracy. A highly-polished stainless steel bezel shall be provided to prevent corrosion and protect the lens and gauge case. The two (2) master gauges shall be installed into a decorative chrome-plated zinc mounting bezel that also incorporates a test port manifold and a graphic overlay that identifies the master intake and discharge gauges, the vacuum test port, and the pressure test port. The test port manifold is solid cast brass with chrome-plated plugs. The gauge on the left shall be the master pump intake gauge and display a range from -30 to 400 PSI with black graphics on a white background. The gauge on the right shall be the master pump discharge gauge and display a range from 0 to 400 PSI with burgundy graphics on a white background. HARDWARE BRAND The non-Storz discharge and intake fittings provided on this apparatus shall be South Park Corp. Brand. The adapter/cap/plug fittings shall be manufactured from high-quality brass that shall be polished to remove manufacturing irregularities with a chrome finish applied to the polished surface. The Storz discharge and intake fittings provided on this apparatus shall be Task Force Tips Brand. For corrosion resistance, the adapter shall be constructed of hard coat anodized aluminum alloy and include a polymer bearing ring for prevention of galvanic corrosion. The auxiliary intake(s) shall terminate with NH swivels, and the discharges shall terminate with male NH threads. DISCHARGE, PRE-CONNECT, AND INTAKE DRAINS An Innovative Controls 3/4" quarter turn drain valve shall be included on each discharge, gated intake, and steamer valve (if applicable). A side stem, long stroke chrome plated lift handle shall be provided on the drain valve to facilitate use with a gloved hand. The drain valve shall have a verbiage tag that angles upward so that it can easily be seen and read by the operator before opening. The drain valve shall be located just above the running board and below the pump panel to reduce clutter in the pump panel area. The drain valve shall be connected to the valve with a flexible hose that is routed in such a manner as to assure complete drainage to below the apparatus. A matching color coded bezel shall be included. 2" TANK FILL

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A 2" tank fill shall be plumbed from the pump to the tank. Installation shall be completed with 2" Class 1 rubber hose and stainless steel hose couplings. An Akron Brass, model 8820, 2" Swing-Out valve shall be provided. The valve shall have an all brass body with flow optimizing stainless steel ball and dual polymer seats. The valve shall be capable of dual directional flow while incorporating a self-locking ball feature using an automatic friction lock design and specially designed flow optimizing stainless steel ball. The valve shall not require lubrication of seats or any other internal waterway parts and must be capable of swinging out of the waterway for maintenance by the removal of six bolts. The valve shall carry a ten (10) year warranty by the valve manufacturer. 4" TANK-TO-PUMP A 4" tank-to-pump shall be plumbed with a Class 1 flexible hose from the tank to the suction side of the pump. An Akron Brass, model 8830, 3" Swing-Out valve shall be provided. The valve shall have an all brass body with flow optimizing stainless steel ball and dual polymer seats. The valve shall be capable of dual directional flow while incorporating a self-locking ball feature using an automatic friction lock design and specially designed flow optimizing stainless steel ball. The valve shall not require lubrication of seats or any other internal waterway parts and must be capable of swinging out of the waterway for maintenance by the removal of six bolts. The valve shall also include a necessary B3-SH pump flange adapter, which shall be specifically used for the tank-to-pump line to properly adjust the plumbing based on the pitch of the pump. The valve shall carry a ten (10) year warranty by the valve manufacturer. A check valve shall be between the pump suction and the booster tank valve. The check valve shall eliminate back flow into the water tank when the pump is connected to a pressurized source. The valve shall be actuated by an Akron Brass, model R1 manual actuator. The manual actuator shall be controlled by an Innovative Controls push/pull T-handle. 6" DRIVER SIDE MAIN INTAKE A 6" main intake shall be located on the driver's side of the pump module. The suction fittings shall include a removable die-cast screen to provide cathodic protection for the pump thus reducing corrosion. A short steamer barrel shall be installed to accommodate an intake valve without exceeding the legal overall body width. The intake shall terminate male NH threads.

• One (1) 6" NH thread long handle chrome plated vented steamer cap shall be provided.

2-1/2" DRIVER'S SIDE AUXILIARY INTAKE A 2-1/2" gated auxiliary intake with 2-1/2" plumbing shall be provided on the driver's side of the pump module. The auxiliary intake shall be fully recessed behind the panel in order to keep the valve protected from the elements. An Akron Brass, model 8825, 2-1/2" Swing-Out valve shall be provided. The valve shall have an all brass body with flow optimizing stainless steel ball and dual polymer seats. The valve shall be capable of dual directional flow while incorporating a specially designed flow optimizing stainless steel ball. The valve shall not require lubrication of seats or any other internal

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waterway parts and must be capable of swinging out of the waterway for maintenance by the removal of six bolts. The valve shall be manufactured and assembled in the United States. The valve shall carry a ten (10) year warranty by the valve manufacturer. The valve shall be actuated by an Akron Brass, model TSC manual actuator installed directly on the valve. The handle shall allow the valve to be controlled directly at the valve.

• One (1) 2-1/2" NH thread rocker lug chrome plated vented plug, complete with cable or chain, shall be provided.

6" OFFICER SIDE MAIN INTAKE A 6" main intake shall be located on the officer's side of the pump module. The suction fittings shall include a removable die-cast screen to provide cathodic protection for the pump thus reducing corrosion. A short steamer barrel shall be installed to accommodate an intake valve without exceeding the legal overall body width. The intake shall terminate male NH threads.

• One (1) 6" NH thread long handle chrome plated vented steamer cap shall be provided.

All intakes shall have the OEM Standard label package unless stated otherwise. All intake labels shall be burgundy in color. Specific verbiage on each intake label tag shall be determined at the pre-construction meeting. 2-1/2" DRIVER'S SIDE DISCHARGE A 2-1/2" discharge with 2-1/2" plumbing shall be located on the driver's side of the pump compartment. The discharge shall terminate with male NH thread. An Akron Brass model 8625 2-1/2" Swing-Out valve shall be provided. The valve shall have an all brass body with flow optimizing stainless steel ball and dual polymer seats. The valve shall be capable of dual directional flow while incorporating a specially designed flow optimizing stainless steel ball. The valve shall not require lubrication of seats or any other internal waterway parts and must be capable of swinging out of the waterway for maintenance by the removal of six bolts. The valve shall be manufactured and assembled in the United States. The valve shall carry a ten (10) year warranty by the valve manufacturer. The valve shall be actuated by an Akron Brass rack and sector actuator installed on the valve. The manual actuator shall be controlled by an Innovative Controls push/pull T- handle. The discharge shall have a 2-1/2" brass case gauge with bezel and a display range from 0 to 400 PSI. The gauge shall have a black dial graphic and an orange tip on the pointer.

• One (1) 2-1/2" female NH thread swivel rocker lug x 2-1/2" male NH thread 30-degree chrome plated elbow adapter shall be provided.

• One (1) 2-1/2" NH thread rocker lug chrome plated vented cap, complete with cable or chain, shall be provided.

2-1/2" DRIVER'S SIDE DISCHARGE

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A 2-1/2" discharge with 2-1/2" plumbing shall be located on the driver's side of the pump compartment. The discharge shall terminate with male NH thread. An Akron Brass model 8625 2-1/2" Swing-Out valve shall be provided. The valve shall have an all brass body with flow optimizing stainless steel ball and dual polymer seats. The valve shall be capable of dual directional flow while incorporating a specially designed flow optimizing stainless steel ball. The valve shall not require lubrication of seats or any other internal waterway parts and must be capable of swinging out of the waterway for maintenance by the removal of six bolts. The valve shall be manufactured and assembled in the United States. The valve shall carry a ten (10) year warranty by the valve manufacturer. The valve shall be actuated by an Akron Brass rack and sector actuator installed on the valve. The manual actuator shall be controlled by an Innovative Controls push/pull T- handle. The discharge shall have a 2-1/2" brass case gauge with bezel and a display range from 0 to 400 PSI. The gauge shall have a black dial graphic and an orange tip on the pointer.



2-1/2" OFFICER'S SIDE DISCHARGE A 2-1/2" discharge with 2-1/2" plumbing shall be located on the officer's side of the pump compartment. The discharge shall terminate with male NH thread. An Akron Brass, model 8825, 2-1/2" Swing-Out valve shall be provided. The valve shall have an all brass body with flow optimizing stainless steel ball and dual polymer seats. The valve shall be capable of dual directional flow while incorporating a specially designed flow optimizing stainless steel ball. The valve shall not require lubrication of seats or any other internal waterway parts and must be capable of swinging out of the waterway for maintenance by the removal of six bolts. The valve shall be manufactured and assembled in the United States. The valve shall carry a ten (10) year warranty by the valve manufacturer. The valve shall be actuated by an Akron Brass, model R1, manual actuator installed on the valve. The manual actuator shall be controlled by an Innovative Controls push/pull T- handle at the pump operator's panel. The discharge shall have a 2-1/2" brass case gauge with bezel and a display range from 0 to 400 PSI. The gauge shall have a black dial graphic and an orange tip on the pointer.



4" OFFICER'S SIDE DISCHARGE

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A 4" large diameter discharge, with 4" plumbing, shall be located on the officer's side of the pump compartment. The discharge shall terminate with male NH thread. An Akron Brass, model 8630, 3" Swing-Out valve shall be provided. The valve shall have an all brass body with flow optimizing stainless steel ball and dual polymer seats. The valve shall be capable of dual directional flow while incorporating a specially designed flow optimizing stainless steel ball. The valve shall not require lubrication of seats or any other internal waterway parts and must be capable of swinging out of the waterway for maintenance by the removal of six bolts. The valve shall be manufactured and assembled in the United States. The valve shall carry a ten (10) year warranty by the valve manufacturer. The valve shall be actuated by an Akron Brass manual gear actuator installed on the valve. The gear actuator shall operate at a 50:1 gear ratio, which operates from fully open to fully closed in twelve (12) rotations. The gear actuator shall be controlled by an Akron Brass 4" handwheel valve controller. The handwheel worm gear shall be connected to the remote mounted valve via a rod assembly. The handwheel shall turn a gear sector mounted on the valve for smoother and easier operations under pressure. A position indicator shall show the position of the ball valve in accordance with NFPA 1901, current edition. Opening and closing speed shall comply with the current NFPA standard to minimize effects of water hammer. The discharge shall have a 2-1/2" brass case gauge with bezel and a display range from 0 to 400 PSI. The gauge shall have a black dial graphic and an orange tip on the pointer.

• One (1) 5" swivel Storz x 4" female NH thread swivel rocker lug 30-degree elbow adapter shall be provided. The elbow shall be constructed of hard coat anodized aluminum alloy and have a silver powder coat finish inside and out.

• One (1) 5" Storz blind cap, complete with lanyard, shall be provided.

1-1/2" FRONT BUMPER DISCHARGE A 1-1/2" discharge shall be located above the gravel shield on the driver's side of the front bumper. The discharge shall be plumbed with 2" chassis installed stainless steel plumbing and OEM installed stainless steel plumbing and high-pressure flex hose with stainless steel couplings. The discharge shall terminate with male NH thread. The discharge shall have Class1 automatic drains installed in the low routed areas below the manual drain. The automatic drains shall open whenever the pressure in the line drops below 6 PSI. The discharge shall be foam capable. An Akron Brass, model 8820, 2" Swing-Out valve shall be provided. The valve shall have an all brass body with flow optimizing stainless steel ball and dual polymer seats. The valve shall be capable of dual directional flow while incorporating a specially designed flow optimizing stainless steel ball. The valve shall not require lubrication of seats or any other internal waterway parts and must be capable of swinging out of the waterway for maintenance by the

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removal of six bolts. The valve shall be manufactured and assembled in the United States. The valve shall carry a ten (10) year warranty by the valve manufacturer. The valve shall be actuated by an Akron Brass, model R1, manual actuator installed on the valve. The manual actuator shall be controlled by an Innovative Controls push/pull T- handle. The discharge shall have a 2-1/2" brass case gauge with bezel and a display range from 0 to 400 PSI. The gauge shall have a black dial graphic and an orange tip on the pointer. The discharge shall be designated as a pre-connect so no cap and chain shall be required. CROSSLAY CONFIGURATION Two (2) 1-1/2" and one (1) 2-1/2" crosslay pre-connects shall be located above the pump panel. High-pressure flex hose with stainless steel couplings shall be used in the plumbing. A 90-degree swivel elbow shall be utilized to keep the hose from kinking when pulled from either side of the apparatus. The swivel for each crosslay shall be located outboard for ease of making connections while changing hose. The pre-connect hose beds shall be sized to accommodate the following hose load: The interior of the pre-connect hose bed shall be painted the primary body color. FLOORING The floor of the pre-connect area shall be covered with Dura-Dek fiber reinforced material. The Dura-Dek shall have "T" beams in parallel connected with cross slats that are first mechanically bonded and then epoxied. The "T" sections shall be spaced 3/4" apart to allow for drainage and ventilation. ROLLERS Stainless steel rollers shall be provided at each end of the crosslay hose bed to facilitate deployment of hose. Vertical rollers shall be installed on each side of the hose bed opening and a horizontal roller shall be installed under the opening. DIVIDERS Two (2) dividers shall be in the crosslay area. Each divider shall be fabricated of 3/16" aluminum and shall be mounted in a channel on each end for adjustability. The dividers shall have a maintenance free abraded finish. TOP/END COVERS A heavy duty 22 oz. hypalon vinyl coated nylon cover shall be located over the top and on each end of the preconnected crosslays. The top of the cover shall be connected to the top-forward portion of the crosslays through a C-Rail channel and shall attach on the top-rear portion using Velcro. The bottom of the end covers shall be attached to the pump module utilizing hooks and bungee cord. The cover color shall be red.

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END COVERS The end covers of the crosslays shall be incorporated with the top cover. 1-1/2" PRE-CONNECT A 1-1/2" pre-connect with 2" plumbing shall be provided. The pre-connect shall terminate out a swivel male NH threads. The 1-1/2" crosslay pre-connect shall have a capacity of 200' of 1-3/4" double jacket fire hose stored in a single stack. The discharge shall be foam capable. An Akron Brass, model 8820, 2" Swing-Out valve shall be provided. The valve shall have an all brass body with flow optimizing stainless steel ball and dual polymer seats. The valve shall be capable of dual directional flow while incorporating a specially designed flow optimizing stainless steel ball. The valve shall not require lubrication of seats or any other internal waterway parts and must be capable of swinging out of the waterway for maintenance by the removal of six bolts. The valve shall be manufactured and assembled in the United States. The valve shall carry a ten (10) year warranty by the valve manufacturer. The valve shall be actuated by an Akron Brass, model R1, manual actuator installed on the valve. The manual actuator shall be controlled by an Innovative Controls push/pull T- handle. The discharge shall have a 2-1/2" brass case gauge with bezel and a display range from 0 to 400 PSI. The gauge shall have a black dial graphic and an orange tip on the pointer. The discharge shall be designated as a pre-connect so no cap and chain shall be required. 1-1/2" PRE-CONNECT A 1-1/2" pre-connect with 2" plumbing shall be provided. The pre-connect shall terminate out a swivel male NH threads. The 1-1/2" crosslay pre-connect shall have a capacity of 200' of 1-3/4" double jacket fire hose stored in a single stack. The discharge shall be foam capable. An Akron Brass, model 8820, 2" Swing-Out valve shall be provided. The valve shall have an all brass body with flow optimizing stainless steel ball and dual polymer seats. The valve shall be capable of dual directional flow while incorporating a specially designed flow optimizing stainless steel ball. The valve shall not require lubrication of seats or any other internal waterway parts and must be capable of swinging out of the waterway for maintenance by the removal of six bolts. The valve shall be manufactured and assembled in the United States. The valve shall carry a ten (10) year warranty by the valve manufacturer. The valve shall be actuated by an Akron Brass, model R1, manual actuator installed on the valve. The manual actuator shall be controlled by an Innovative Controls push/pull T- handle.

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The discharge shall have a 2-1/2" brass case gauge with bezel and a display range from 0 to 400 PSI. The gauge shall have a black dial graphic and an orange tip on the pointer. The discharge shall be designated as a pre-connect so no cap and chain shall be required. 2-1/2" PRE-CONNECT A 2-1/2" pre-connect with 2-1/2" plumbing shall be provided. The pre-connect shall terminate out a swivel NH. The 2-1/2" crosslay pre-connect shall have a capacity of 200' of 2-1/2" double jacket fire hose stored in a single stack. The discharge shall be foam capable. An Akron Brass, model 8825, 2-1/2" Swing-Out™ valve shall be provided. The valve shall have an all brass body with flow optimizing stainless steel ball and dual polymer seats. The valve shall be capable of dual directional flow while incorporating a specially designed flow optimizing stainless steel ball. The valve shall not require lubrication of seats or any other internal waterway parts, and must be capable of swinging out of the waterway for maintenance by the removal of six bolts. The valve shall be manufactured and assembled in the United States. The valve shall carry a ten (10) year warranty by the valve manufacturer. The valve shall be actuated by an Akron Brass, model R1, manual actuator installed on the valve. The manual actuator shall be controlled by an Innovative Controls push/pull T-handle. The discharge shall have a 2-1/2" brass case gauge with bezel and a display range from 0 to 400 PSI. The gauge shall have a black dial graphic and an orange tip on the pointer. The discharge shall be designated as a pre-connect so no cap and chain shall be required. AERIAL WATERWAY DISCHARGE A discharge shall be plumbed to the aerial waterway with 4" plumbing. The plumbing shall be constructed from schedule 10 stainless steel components. An Akron Brass, model 8940, 4" Swing-Out™ valve shall be provided. The valve shall have an all brass body with flow optimizing Fusion CF™ composite ball with Hydromax™ technology. The valve shall not require lubrication of seats or any other internal waterway parts, and must be capable of swinging out of the waterway for maintenance by the removal of four bolts. The valve shall carry a ten (10) year warranty by the valve manufacturer. The valve shall be actuated by an Akron Brass electric actuator installed on the valve. The electric actuator shall have a 25:1 gear ratio, which actuates from fully open to fully close in eight (8) seconds, a clutchless motor, and utilize an electric controller with current limiting design. The electric actuator shall be controlled by an Akron Brass, model 9325, Navigator™ Pro valve controller. The electric controls shall be of true position feedback design, requiring no clutches in the motor or current limiting. The unit shall be completely sealed with momentary open, close as well as an optional one (1) touch full open feature to operate the actuator. Three (3)

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additional buttons shall be available to be used for preset selection, preset activation, CAFS activation and menu navigation. The unit shall be capable of being connected to a Pressure Sensor and provide an LCD display showing pressure as well as valve position indication. Valve position indication shall be determined from true position feedback and indicate the exact position of the valve. The unit shall be capable of being used in conjunction with at least two (2) additional displays to control one (1) valve. The unit shall be able to be programmed to Bar, PSI or kPa for pressure. The unit shall have programmed pipe sizes and be capable of custom calibration to high and low flow ranges. The unit shall also be capable of turning on and off a solenoid used in a CAFS system. The only calibration required is to set the unit to the valve during initial set up. No other calibration shall be required. The display shall be a full color LCD display with a backlight. It shall have manual adjustment of the brightness as well as an auto-dimming option. Unit shall carry a five (5) year warranty. ELECTRICAL SYSTEM Wiring harnesses shall be the automotive type, engineered specifically for the builder's apparatus, and shall meet the following criteria. Under no circumstances shall diodes, resistors, or fusible links be located within the wiring harness. All such components shall be located in an easy to access wiring junction box or the main circuit breaker area. All wire shall meet white book, baseline advanced design transit coach specification and Society of Automotive Engineers recommended practices. It shall be stranded copper wire core with cross-linked polyethylene insulation complying with SAE specification J1128. Each wire shall be hot stamp function coded every three inches starting one inch from the end and continuing throughout the entire harness. In addition to function coding, each wire shall be numbered, colored, and gauge coded. Wire harnesses shall be protected by 275 degree Fahrenheit minimum high temperature flame retardant loom. All nodes and sealed Deutsch connectors shall be waterproof. Harnesses shall be modular in design; main harness system subdivided into several smaller sub-harnesses. The harness subsections shall be connected using Deutsch branded, heavy duty, environmentally sealed, connectors with silicone seals and a rear insertion/removal contact system. For isolation of electrical "zones" the harness subsections shall consist of a main harness, a pump harness with a separate pump gauge panel harness, a left body harness with a separate left compartment harness, a right body harness with a separate right compartment harness, and a rear body harness with two separate rear compartment harnesses. The main harness and three body harnesses shall interconnect at a central, easy to reach location and their connectors shall not be obstructed by other harnesses or fuel/air lines. In addition, the main and body harness connectors shall be color-coded for ease of identification with their respective colors noted on the accompanying electrical diagrams. Where connectors are not provided by the electrical component manufacturer, all 12-volt lights and other electrical components (excluding rocker and toggle switches) shall connect to the harnesses using Deutsch brand connectors; butt connectors are considered unacceptable. All Deutsch connectors shall meet the following criteria:

• All connectors shall be rated for three feet submersion in water.

• Temperature range from -67°F to 257°F continuous at rated current.

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• All contacts shall be soldered unless a crimping tool or machine is used that gives an even and precise pressure for the terminal being used.

• All contacts shall be pull-tested to ensure their integrity.

WEATHERPROOF DOOR SWITCHES Because of the harsh environment and susceptibility to moisture on the fire ground, the fire apparatus compartment doors shall utilize weatherproof switches. No Exceptions. The switches shall be used for activation of the compartment lights and to provide a signal to the door open circuit in the cab. V-MUX ELECTRICAL MANAGEMENT SYSTEM The apparatus shall be equipped with a V-MUX Multiplex System. There are several key benefits to multiplexing, one is to reduce the number of connections in a vehicle's electrical system, because of this it is important to limit the amount of modules that control certain functions of the vehicle. Outputs: The outputs shall perform all the following items without added modules to perform any of the tasks:

• Load Shedding: The System shall have the capability to Load Shed with 8 levels any output. This means you can specify which outputs (barring NFPA restrictions) you would like Load Shed. Level 1 12.9v, Level 2 12.5V, Level 3 - 12.1V, Level 4 - 11.7V, Level 5 11.3V, Level 6 10.9V, Level 7 10.5, Level 8 10.1. Unlike conventional load shedding devices you can assign a level to any or all outputs. No add-on modules shall be acceptable; the module with the outputs must perform this function.

• Load Sequencing: The System shall be able to sequence from 0 8 levels any output. With 0 being no delay and 1 being a 1-second delay, 2 being a 2-second delay and so on. Sequencing reduces the amount of voltage spikes and drops on your vehicle and can help limit damage to your charging system. No add-on modules shall be acceptable; the module with the outputs must perform this function.

• Output Device: The System shall have solid-state output devices. Each solid-state output shall be a MOS-FET (Metal Oxide Semiconductor - Field Effect Transistors); MOS-FETs are solid-state devices with no moving parts to wear out. A typical relay, when loaded to spec, has a life of 100,000 cycles. The life of a FET is more than 100 times that of a relay. No add-on modules shall be acceptable; the module with the outputs must perform this function.

• Flashing Outputs: The System shall be able to flash any output in either A or B phase, and logic is used to shut down needed outputs in park or any one of several combined interlocks. The flash rate can be selected at either 80, or 160 FPM. This means any light

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can be specified with a multiplex truck with no need to add flashers. Flashing outputs can also be used to warn of problems. No add-on modules shall be acceptable; the module with the outputs must perform this function.

• PWM: The modules shall have the ability to PWM at some outputs so that a Headlight PWM module is not needed. No add-on modules shall be acceptable; the module with the outputs must perform this function.

• Diagnostics: An output shall be able to detect either a short or open circuit.

Inputs: The inputs shall have the ability to be switched by a ground or battery signal. The inputs shall be filtered for noise suppression via hardware and software so that RF or dirty power will not trick an input into changing its status. System Network: The Multiplex system shall contain a Peer-to-Peer network. A Master-Slave Type network is not suitable for the Fire/Rescue industry. A Peer-to-Peer network means that all the modules are equal on the network; a Master is not needed to tell other nodes when to talk. System Reliability: The Multiplex system shall be able to perform in extreme temperature conditions, from -40° to +85° C (-40° to +185° F.) The system shall be sealed against the environment, moisture, humidity, salt or fluids such as diesel fuel, motor oil or brake fluid. The enclosures shall be rugged to withstand being mounted in various locations or compartments around the vehicle. The modules shall be protected from over voltage and reverse polarity. 12-VOLT SYSTEMS TEST After completion of the unit, the 12-volt electrical system shall undergo a battery of tests as listed in NFPA 1901. These tests shall include, but not be limited to:

• Reserve capacity test

• Alternator performance test at idle

• Alternator performance test at full load

• Low voltage alarm test

Certification of the results shall be supplied with the apparatus at the time of delivery. TAIL LIGHTS A Whelen M6 series LED tail light assembly shall be installed on each side of the rear of the apparatus. Each assembly shall include the following:

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• One (1) red LED stop/tail combination light

• One (1) amber LED turn light with arrow

• One (1) clear LED backup light

The lights shall be mounted in a four (4) light chrome plated composite housing. The remaining slot in the housing shall be populated with a warning light specified in the warning light section. REAR WORK LIGHT SWITCH A switch shall be installed above the tail light bezel on the left side of the rear of the apparatus. The switch shall be wired to the backup lights to provide additional work lighting. The rear work light circuit shall be deactivated when the park brake is disengaged. In addition to the lights being activated by the above switch, the lights shall also come on when the transmission is placed in reverse. MIDSHIP TURN SIGNALS Two (2) Truck-Lite model 21 LED midship auxiliary/turn signal lights shall be installed in the rub rail, one (1) on each side of the body. PERIMETER GROUND LIGHTING Grote white 4" round LED lights shall be installed beneath the apparatus in areas where personnel may be expected to climb on and off the apparatus. The lights shall illuminate the ground within 30" of the apparatus to provide visibility of any obstructions or hazards. These areas shall include, but not be limited to, side running boards and the rear step area. The lights shall be activated when the parking brake is engaged or when the transmission is placed in reverse. CLEARANCE LIGHTS Grote red LED clearance lights shall be installed in the outside corners of the rear bumper and a Truck-Lite bar cluster located in the lower middle portion of the rear of the apparatus. Clearance reflectors shall be placed on the apparatus to be in full compliance with applicable ICC and DOT codes and regulations. Two (2) extension marker lights (rubber arm style) shall be installed at the rear portion of the body. The lights shall be attached to the back wall of the rear flex joint area. These lights shall aid the driver as to the location of the rear of the body during driving operations. The lights shall have forward facing amber bulbs and rearward-facing red bulbs. CHASSIS SUPPLIED BACK UP CAMERA SYSTEM A backup camera system shall be installed in the cab with the chassis. The camera shall be installed on the rear center upper portion of the apparatus. UPPER ZONE A

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The upper zone A warning lights shall be supplied and installed by the chassis manufacturer. UPPER ZONE C Two (2) Whelen L31 series Super-LED beacons shall be installed in Upper Zone C. The high profile 12v beacons shall incorporate thirty-two (32) Super-LEDs installed in sets of eight (8) on four (4) PC boards. The four (4) PC boards will be installed on a LED ballast. The beacons shall have an optic hard coated polycarbonate lens and a metalized reflector with clear optic collimators. The hard coated lens shall provide extended life/luster protection against UV and chemical stresses. The four (4) conformal coated PC boards shall provide additional protection against environmental elements. The beacons shall include 28 Scan-Lock patterns including four (4) simulated rotating patterns and synchronized features. The beacons shall also contain cruise mode and low power mode. The beacon dome lenses shall be sealed to a black powder coated die- cast aluminum base with an “O” ring gasket assembly. The solid state beacon light shall be vibration resistant. The driver's shall have yellow LED's and yellow lenses and officer's side beacons shall both have red LED's and red lenses. LOWER ZONE WARNING LIGHT PACKAGE Four (4) Whelen M6 Series Linear Super-LED lights with chrome flanges shall be installed in the lower zone of the apparatus to be in accordance with NFPA 1901, current edition compliance. The warning lights shall incorporate Linear Super-LED and Smart LED technology. The M6 configuration shall consist of eighteen (18) clear Super-LEDs and a clear optic polycarbonate lens. The warning lights, with the aid of two screws, shall have the ability to be installed as surface mount warning lights. The M6 shall utilize optic collimators and a metalized reflector for maximum illumination. The warning lights shall include an internal flasher with 164 Scan-Lock flash patterns including a variety of CA Title 13 compliant patterns, left/right, top/bottom, in/out, and steady burn. The lights shall also provide synchronize and low power features. The lens/reflector assembly shall be sealed and resistant to water, moisture, dust, and other environmental conditions. The hard coated lens shall provide extended life/luster protection against UV and chemical stresses. The light engine shall be installed at the rear of the unit and be vacuum tested to ensure proper sealing. The PC board shall be conformal coated for additional protection. The lower zone warning lights shall all have red LED's and red lenses. AIR HORN ACTIVATION One (1) air horn button shall be provided on the driver's side pump panel. The button shall be red in color and include a label reading "AIR HORN". FIRE RESEARCH 12V SCENE LIGHT One (1) Fire Research, model SPA900-Q70, Spectra LED Flood and Loading Light surface mount light shall be installed on the apparatus. The light shall be mounted with four (4) screws

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to a flat surface. It shall be 6 3/4" high by 9" wide and have a profile of less than 1 3/4" beyond the mounting surface. Wiring shall extend from a weatherproof strain relief at the rear of the lamphead. The light shall have twenty-four (24) white LEDs. It shall operate at 12/24 volts DC, draw 6/3 amps and generate 7000 lumens of light. The lens shall redirect the light along the vehicle and out onto the working area. The lamphead housing shall be aluminum with a chrome colored bezel. The light shall be located on the rear face of the body in the center. The rear scene light(s) shall be controlled by a switch located on the V-Mux. The light(s) shall be controlled by one (1) switch. The switch shall be labeled "REAR SCENE." In addition to the switch located on the V-Mux, the rear scene light(s) shall be activated by the rear work light switch and when the apparatus is placed in reverse. GENERATOR A Cummins Onan, model 8RBAB, 8000-watt hydraulic driven generator set shall be installed on the apparatus. The generator shall be rated at 8,000 watts, 66.6/33.3 amps at 120/240 volts. Current frequency shall be stable at 60 hertz. The generator shall include a variable displacement piston pump, gear motor drive, and digital control for minimal voltage and frequency variation. The generator set shall be factory tested for proper starting and operations at extreme temperatures from -20 degrees F to +120 degrees F. The generator shall be manufactured and designed in facilities certified to ISO 9001. The Cummins Onan generator set shall carry a 5 year, 1000 hour limited warranty from Onan. GENERATOR DISPLAY A LED generator display meter shall be provided with the generator. The display meter shall automatically sense a generator signal and begin displaying information. The digital meter display shall constantly monitor and display voltage, frequency, and amps. The display shall be capable of displaying total accumulated run time hours when the MODE button is pressed once. Press the MODE button twice to display the temperature of the oil returning to the oil reservoir. A remote start switch shall be installed on the pump panel for the generator. GENERATOR PTO CONNECTION The hydraulic pump for the generator system shall be connected to the chassis transmission through a "Hot Shift", electrically engaged power-takeoff system. The control to engage and disengage the power-takeoff system shall be installed in the chassis cab. The Onan generator shall be located above the pump module. 12 CIRCUIT NON-GFI LOAD CENTER

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A 120/240-volt load center shall be incorporated into the 120/240-volt wiring system. The load center shall include adequate circuit breakers to protect the loads specified on the apparatus. The entire 120/240-volt electrical system shall be installed in accordance with NFPA 1901, current edition. This shall include all testing, labeling, wiring methodology, and dimensional requirements. Certification of compliance shall accompany the apparatus at the time of delivery. All 120/240-volt A.C. wiring shall be done in accordance with NFPA 1901, current edition as well as nationally accepted electrical codes. BRANCH CIRCUIT OVERCURRENT PROTECTION Over current protection devices shall be provided for circuits in accordance with NFPA 1901, current edition. The load center shall be equipped with a non-GFI two pole main breaker when the six or more individual branch circuits are present. Over current protection devices shall be marked with labels to identify the function of the circuit they protect. The generator load center shall be located on the forward bulkhead of the L1 compartment. ELECTRIC CORD REEL A Hannay 120 volt electric rewind cord reel shall be installed on the apparatus. A push button labeled "REEL REWIND" shall be installed for 12-volt rewinding of the cord reel. Rollers shall be supplied to prevent damage to the electrical cable if pulled in any direction. The cord reel shall be equipped with 200' of yellow STW Seoprene 10/3 wire installed with a cable stop to prevent damage to cable fittings. JUNCTION BOX An Akron Brass Extenda-Lite, model EJBX, backlighted electrical junction box equipped with four (4) electrical receptacles, two (2) per side, shall be provided. Each receptacle shall be equipped with a spring loaded snap cover. The cord reel shall be hardwired to the cast aluminum junction box to supply power to the receptacles. An extension cord shall be connected to the junction box through a heavy-duty water resistant strain relief and flexible extender. Each side of the junction box shall be fitted with polypropylene faceplates, which are backlighted so that plug orientation to the receptacles is quick and easy to align. The junction box shall be equipped with an Akron Brass, model CS, cord stop. The junction box shall have a gray powder-coat finish.

• One (1) NEMA 5-20R, 120 volt, duplex, 3-wire, straight blade (household type) receptacle shall be installed on the junction box.

• One (1) NEMA L5-15R, 120 volt, duplex, 3-wire, twistlock receptacle shall be installed on the junction box.

• One (1) NEMA L5-20R, 120 volt, single, 3-wire, twistlock receptacle shall be installed on the junction box.

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• One (1) NEMA L5-20R, 120 volt, single, 3-wire, twistlock receptacle shall be installed on the junction box.

The cord reel shall be located in the R1 compartment. A tread plate mounting bracket to hold the junction box shall be included. FIRE RESEARCH 120V TELESCOPING SCENE LIGHTS Two (2) Fire Research Spectra LED series, model SPA510-K20, top mount pull up telescopic lights shall be installed on the apparatus. Each light pole shall be anodized aluminum and have a knurled twist lock mechanism to secure the extension pole in position. The extension poles shall extend 4' and rotate 360 degrees. A 3-1/2" round mounting flange shall be provided. Wiring shall extend from the pole bottom with a 4' retractile cord. Each lamphead shall have sixty (60) ultra-bright white LEDs, 48 for flood lighting and 12 to provide a spot light beam pattern. They shall operate at 120-volts AC, draw 2 amps, and generate 20,000 lumens of light. Each lamphead shall have a unique lens that directs flood lighting onto the work area and focuses the spot light beam into the distance. Each lampheads angle of elevation shall be adjustable at a pivot in the mounting arm and the position locked with a round knurled locking knob. Each lamphead shall be no more than 5-3/8" high by 14" wide by 3-3/4" deep and have a heat resistant handle. The lampheads and mounting arms shall be powder coated. The LED scene lights shall be for fire service use. The two (2) lights shall be located rearward on top of the pump module, one (1) on each side. Each light shall be controlled on the pump panel with its own individual switch. 75' AERIAL LADDER CONSTRUCTION STANDARDS The aerial ladder shall be of the rear mount design with the turntable mounted directly over the rear axle(s) of the apparatus, and the ladder extending toward the front of the apparatus when in the bedded position. The aerial ladder shall be comprised of three sections and shall extend to a nominal height of 75' at 72 degrees, measured in a vertical plane from the top rung of the fly section (not including the egress) to the ground. To maintain a maximum level of safety, units exceeding a 76-degree angle of inclination, in accordance with NFPA 1931/1932, current edition, shall not be acceptable. OPERATIONAL ENVELOPE/REACH The aerial ladder shall have an operations range of -6 degrees elevation to +72 degrees elevation. The minimum vertical reach of the aerial shall be 75’ above the ground with the aerial at full extension and elevation. This measurement shall be taken to the end of the permanent structure and not include the removable egress. Requiring a removable egress to achieve 75’ of vertical reach shall not be acceptable. A minimum horizontal reach of 71' 5" shall be measured from the turntable centerline to the outermost rung on the outermost fly section, with the aerial at full extension and at 0 degrees

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elevation. Units measuring the horizontal reach to the end of a removable egress shall be required to hold the egress to the same load testing criteria as the permanent structure. Reach and height shall be measured in accordance with NFPA 1901, current edition. STRUCTURAL MATERIAL The primary load support members of the ladder shall be constructed of certified 100,000 PSI yield strength (minimum) steel tubing. Each section shall be trussed diagonally, vertically, and horizontally using welded steel tubing. All critical points shall be reinforced for extra rigidity and to provide a high strength to weight ratio. All ladder rungs shall be constructed of A606 Type 4 certified steel tested per ASTM A370 standards. A606 Type 4 exhibits superior corrosion resistance over regular carbon steel as a result of the development of a protective oxide film on the on the surface. A606 Type 4 shall meet a minimum 6.0 Atmospheric Corrosion Factor. The ladder rungs shall be round and welded to each section utilizing "K" bracing for torsional rigidity. All welding of structural components, including the aerial ladder sections, turntable, pedestal, and outriggers, will be in compliance with the American Welding Society standards. All welding personnel will be certified, as qualified under AWS welding codes. Materials used to manufacture the structural components are to be certified by the mill that manufactured the materials. Certifications or re-certifications of structural materials by vendors other than the mill they were manufactured at will not be acceptable. Any material testing that is performed after the mill test will be for verification only and not completed with the intent of changing the classification. Any welded structural component for the ladder will be traceable to their mill lots. PRIMARY DIMENSIONS The inside dimensions of the ladder shall be as follows:

• Base Section - 33.500"

• First Fly Section - 28.250"

• Last Fly Section - 22.500"

The height of the handrails above the center line of the rungs shall be as follows:

• Base Section - 22.375"

• First Fly Section - 19.375"

• Last Fly Section - 15.375"

NFPA SAFETY FACTOR AND RATED CAPACITIES The methodology, definitions, testing, and criteria used by the aerial manufacturer to determine the preceding and following Safety Factor and Rated Capacity of the aerial device shall be in strict compliance with the definitions of such, in accordance with NFPA 1901, current edition,

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and these specifications. Any apparatus claiming to exceed the testing requirements of NFPA 1901 shall provide certified documentation of the tests. AERIAL DEVICE SAFETY FACTOR AND RATED CAPACITY The purchaser desires to purchase with these specifications, an aerial device with a minimum 2.0:1 safety factor as required and in accordance with NFPA 1901, current edition. Therefore, the aerial manufacturer shall hereby certify, by submitting a bid for these specifications; that the aerial device meets or exceeds the following requirements. The design stress or primary stress within all structural load supporting members of the aerial device shall not exceed 50% of the minimum as welded yield strength of the material based on the combination of:

• With front stabilizers: The dead load of the aerial plus the rated capacity of 750 lbs. at the tip of the aerial; while flowing 1500 GPM, at a 90-degree angle to ladder centerline;

OR

• Without front stabilizers: The dead load of the aerial plus the rated capacity of 500 lbs. at the tip of the aerial; while flowing 1500 GPM, at a 90-degree angle to ladder centerline;

OR

• No Waterway: The dead load of the aerial plus the rated capacity of 500 lbs. at the tip of the aerial; while flowing 1000 GPM, at a 90-degree angle to ladder centerline;

with the structural load supporting members of the aerial device at either; an ambient temperature of 75 degrees F or an elevated temperature of 350 degrees F- thereby exhibiting a minimum 2.0:1 safety factor in all feasible operational conditions. These capabilities shall be valid and true when the apparatus is deployed in the unsupported configuration, based upon 360 degree rotation, up to full extension, and at any degree of elevation (-6 to +72). AERIAL DEVICE SAFETY FACTOR SERVICE LIFE The purchaser desires to purchase an aerial device with a safety factor that remains NFPA compliant and constant throughout the life of the aerial device. The safety factor of every structural load bearing member in the aerial device shall remain above 2.0:1 for a "Safety Factor Service Life" of up to 20 years minimum. Any apparatus claiming to exceed the guidelines of NFPA 1901 shall provide certified documentation. AERIAL SPECIAL LABELS Legible, permanent signs shall be installed in positions readily visible to the operator to provide operational directions, warnings, and cautions. The signs shall describe the function of each control and provide operating instructions. Warning and caution signs shall indicate hazards inherent in the operation of the aerial device. These hazards shall include, but shall not be limited to:

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• Electrical hazards involved where the aerial device does not provide protection to the personnel from contact with, or near proximity to, an electrically charged conductor.

• Electrical hazards involved where the aerial device does not provide protection to ground personnel who might contact the vehicle when in contact with energized electrically charged conductors.

• Hazards from stabilizer motion.

• Hazards that can result from failure to follow the manufacturer's operating instructions.

AERIAL DEVICE SPECIFICATION PLACARD A permanent label shall disclose the following information relative to the aerial device:

• Make

• Model

• Insulated or non-insulated

• Serial number

• Date of manufacture

• Rated capacity (s)

• Rated vertical height

• Rated horizontal reach

• Maximum hydraulic system pressure

• Hydraulic oil type and capacity

• All other appropriate labels to ensure safe operation of the aerial device shall be permanently affixed in conspicuous locations.

THIRD PARTY NON-DESTRUCTIVE TESTING Welds shall be tested using two (2) non-destructive methods by Underwriters Laboratories (UL) or Underwriters Laboratories of Canada (ULC). Due to their unmatched experience testing fire apparatus, UL or ULC shall be the only acceptable organizations to perform the testing of the apparatus. Steel and aluminum ladders, at a minimum, shall have all welds tested using two (2) separate NDT methods. Aerial structures shall have 100 % of all structural welds tested using both magnetic particle method and visual testing method. Aerials that are fabricated of aluminum must have 100% of all structural welds tested using dye penetrant method and visual method.

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All magnetic particle inspections shall be conducted in accordance with ASTM E709, Standard Guide for Magnetic Particle Testing. All dye penetrant inspections shall be conducted in accordance with ASTM E164, Standard Test Method for Liquid Penetrant Examinations. Manufacturers who rely only on visual inspection (performed in-house or by any third party) as a primary method of testing shall not be considered and their bid shall be rejected. STRUCTURAL SAFETY FACTOR All bids shall include copies of the certification of testing of the aerial device. The purchaser desires a device that has been tested by a third party for compliance with the 2 to 1 safety factor specified by NFPA 1901. Devices that have not been certified by an engineer that is independent of the manufacturer shall not be acceptable. NFPA AERIAL STABILITY FACTOR AND TESTING A one and one-half to one (1.5:1) stability factor shall be provided. This capability shall be established in an unsupported configuration. Since the device is rated while flowing water, stability testing shall account for the distributed weight of water in a full waterway and water reactionary force as required by NFPA 1901. Following are specific descriptions of what tests are to be performed, and conditions they shall be performed under. The aerial manufacturer shall strictly adhere to these tests and conditions as set forth in these specifications and NFPA 1901. For both of the following tests, the only obstructions to a full 360-degree rotation with the aerial at 0 degrees elevation and full extension shall be presented by the apparatus itself, and NOT external obstructions at the manufacturer's test location(s). This means that the aerial device manufacturer shall ensure that the testing grounds present no obstruction (trees, buildings, etc.) to the full 360-degree rotation at 0 degrees elevation and full extension, which may cause the need to raise the aerial to clear the obstruction. Additionally, the apparatus shall be tested for stability only after the entire apparatus is complete. Manufacturers using a third-party to manufacture the aerial device must provide certified documentation the unit was UL or ULC tested by the manufacturer of the aerial and the final OEM manufacturer. This requirement is specified in NFPA 1901 as the apparatus being in "service-ready condition". There shall be no exception to this requirement due to the fact that it would be unlikely that actual weight distribution could be accurately simulated for the stability testing. TEST 1 After the above conditions have been satisfied, the aerial shall be subjected to the following test in the presence of the third party testing company that is in compliance with these specifications. Specifically, the aerial device shall be placed on level ground with the stabilizers deployed per manufacturer recommendations. The aerial device then shall have 1.5 times the rated capacity placed at the tip of the aerial, with the device at full extension and at 0 degrees elevation; which is the most stringent configuration. The device shall be rotated 360 degrees, raising and lowering the aerial as needed to clear the cab of the apparatus. The aerial shall prove to be stable during the entire test and no component of the aerial shall permanently deform.

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TEST 2 After the above conditions have been satisfied, the aerial shall be subjected to the following test in the presence of the third party testing company that is in compliance with these specifications. Specifically, the aerial device shall be placed on a 5-degree downward slope with the stabilizers deployed per manufacturer recommendations. The aerial device then shall have 1.33 times the rated capacity placed at the tip of the aerial, with the device at full extension and at 0 degrees elevation; which is the most stringent configuration. The device shall be rotated 360 degrees, raising and lowering the aerial as needed to clear the cab of the apparatus. The aerial shall prove to be stable during the entire test and no component of the aerial permanently deform. RUNG COVERS Each rung shall be covered with secure, heavy duty, deeply serrated rubber sheathing. The rung cover shall be installed on a minimum of sixty percent (60%) of each ladder rung. Attachment of the sheathing to the rung shall be by mechanical means and an adhesive application. Under no circumstance shall the rung covers turn when a rung is at ambient temperature (75 degrees F) or at an elevated temperature (350 degrees F); there shall be no exception to this requirement for the safety of persons climbing the ladder sections. The sheathing shall be easily replaceable if the rubber becomes worn, however, the rung covers shall be designed, constructed, and installed with lifetime service as the objective. To ensure ease of maintenance if damaged, manufacturers using embossed metal in place of the rubber rung covers are not acceptable. To prevent corrosion of the rungs by introducing air to the inside, under no circumstances will rung covers attached with screws or rivets be acceptable. HEAVY DUTY LADDER TRAVEL SUPPORT A heavy duty ladder rest with poly pads shall be provided for support of the ladder in the travel position. The location of the travel support shall be directly behind the chassis cab. The travel support shall be fabricated from heavy duty steel tubing and painted to match the primary body color. If the body is a two-tone design, the travel support shall be painted to match the top body color. The travel support shall be designed to be easily removable to allow for ease of maintenance and repair if necessary. The base section of the ladder shall contain stainless steel scuff plates where the ladder comes into contact with the ladder support. An indicator light shall be provided on the turntable to indicate when the ladder is aligned with the travel support and may be lowered into it. The ladder rest shall be attached to the front outrigger box assembly for added stability. The ladder rest shall be illuminated for night time operation. The illumination light shall automatically activate with the aerial master switch. CRADLE INTERLOCK SYSTEM

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A cradle interlock system shall be provided to prevent the lifting of the ladder from the nested position until the operator has positioned all of the stabilizers in a load supporting configuration. An interlock switch shall be installed at the cradle to prevent operation of the stabilizers once the aerial has been elevated from the nested position. ELEVATION SYSTEM Two (2) double acting lift cylinders shall be utilized to provide smooth precise elevation from 8 degrees below horizontal to 72 degrees above horizontal. The lift cylinders shall have a 4" internal diameter (bore) and a 2.5" solid cylinder rod. The lift cylinders shall be equipped with integral holding valves located on the cylinder to prevent the unit from lowering should the charged lines be severed at any point within the hydraulic system. The lowering of the ladder shall be controlled by a pressure limiting valve, limit the downward pull of the ladder when it is bedded. Both raising and lowering functions shall be influenced by flow compensation, which shall maintain ladder tip speed within the design speed regardless of load, angle, or extension. Ladder tip speed shall be decelerated above 65 degrees in order to reduce "tip-lash". Ladder lowering shall be controlled on the down motion to prevent the cylinders from completely retracting, thus allowing a cushion of oil for continuous ladder load readout. The elevation cylinder upper and lower pivot pins shall be installed with a secondary tensioning system to secure the pins and prevent them from slipping out over time. The design shall not inhibit the pins from being removed for future servicing purposes. EXTENSION/RETRACTION SYSTEM A fully hydraulic powered extension and retraction system shall be provided using two (2) sets of Siamese hydraulic cylinders and cables. Each set shall be capable of operating the ladder in the event of a failure of the other. The extension cylinders shall each have a 2.5" internal diameter (bore) and a 1.25" diameter solid rod. Extension and retraction of the telescopic sections shall be internally limited within the cylinders, eliminating excess strain on the cables, sheaves, and ladder structure. Each of the cylinder, cable, and sheave assemblies shall be completely independent of the other, to provide a safety factor wherein a failure of one assembly will not affect the function and operation of the other. The extension cylinders shall be equipped with counter balance holding valves to synchronize the cylinders for smoother operation and prevent the unit from retracting should the charged lines be severed at any point within the hydraulic system. The reeling of the cable shall be such to provide synchronized, simultaneous movement of all sections from full extension to full retraction. All pulleys and sheaves shall be enclosed as an added safety feature. NO EXCEPTIONS. MAINTENANCE FREE SHEAVE BEARINGS The aerial sheave bearings shall be made with continuous wound PTFE and high-strength fibers encapsulated in a lubricated, high-temperature epoxy resin. This material shall be corrosion-resistant, have a high load capacity, and be self-lubricating.

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It shall also be resistant to shocks, misalignment, and wear. The bearings shall not require lubrication. Aerial cable systems that require extensive maintenance, and constant lubrication, are not acceptable. AERIAL CABLES To ensure a maximum level of safety the following standards shall be used on the extension and retraction cable system with no exception:

• Cables shall have a 5:1 safety factor based on ultimate strength under all safe operating conditions.

• The factor of safety shall remain above 2:1 during any extension or retraction system stall

• The minimum ratio of the diameter of cable to the diameter of sheave shall be 1:12

The cables between the base and second ladder sections shall be 3/8” diameter. The cables between the second and fly sections shall be 5/16” diameter. These cables shall be 7x19, galvanized aircraft cable for extended corrosion resistance and flexibility. All cables shall be pre-stressed, proof-loaded, and certified by the cable manufacturer to minimize changes to the cable lengths and performance. CERTIFIED CABLE SWAGED SHACKLES All swaged shackle ends shall have a certification test from the manufacturer of the assembly. IGUS ENERGY CHAIN The electrical cable, hydraulic hose and/or air hose shall be routed through the interior of the structural tubing of the ladder sections as well as utilizing Igus energy chain. The energy chain shall be routed through the inside section of the vertical side walls of the aerial ladder device. The cable and/or hose routing shall use one or both bottom cord rectangular tube(s) on the base section of the ladder and also the bottom cord rectangular tube(s) on the last ladder fly section. The ladder sections between the base and last fly shall utilize the energy chain in order to route all electrical cables and hose lines. The energy chain shall travel within a carrier shield, which is fabricated out of 16 gauge anodized aluminum material. Each model of energy chain used shall be adequately sized to fit the application. Rollers, which are located in the lower portion of the ladder section(s), shall be constructed out of a nylon plastic material that is specifically designed for these types of applications. Spacer pads, made from the same material as the rollers, shall be installed and evenly spaced in order to hold the Igus energy chain within the specifically designed carrier shield(s). The electrical cables used to transfer power up to the ladder tip shall be Igus Chain Flex cables. These cables are specially designed for the Igus energy chain system and custom fit for each

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aerial apparatus. If applicable, the hydraulic hose(s) and air hose(s) shall be Parker Hannifin with a rating of 2,500 PSI. Igus Energy chain enables travel of up to 130 feet, is virtually wear-free and offers extremely quiet operation. Igus energy chain is very well suited to resist the harsh environmental conditions by being able to withstand extreme temperatures and is also UV resistant. WEAR PADS/BEARING SURFACES Nylon wear pads impregnated with molybdenum disulfide and high in molecular weight shall be used between the telescoping sections for maximum weight distribution, strength, and smoothness of operation. This impregnation shall provide a lubricating function. Stainless steel adjustment screws shall be provided on the wear pads to permit proper side tension. Plates shall be installed on the sides of the slide pads where adjustment screws come into contact with them. No exceptions shall be allowed to this requirement to prohibit the adjustment screws from embedding themselves into the pads, which may cause the pad to crack and fail. To prevent additional maintenance and pressure points from the limited surface area, roller systems in place of wear pads will not be considered acceptable. ROTATION BEARING A 44" diameter external tooth, swing circle bearing shall be used for the rotation system. The bearing shall provide 360 degrees continuous rotation. The bearing shall be designed specifically for the aerial device in lieu of the aerial device being designed to accommodate a particular bearing. The turntable shall be bolted to the bearing using thirty (30) 5/8" SAE grade 8 bolts. The bearing shall be bolted to the base support structure with thirty (30) 5/8" SAE grade 8 bolts. Welding on the bearing in any manner shall not be acceptable. The turntable base and the torque box bearing plate surfaces that contact the bearing shall be machined to prevent loading the bearing when the attaching bolts are brought to full torque. Machining of the surfaces shall be done after all welding to assure no further distortion of the material. Shims shall not be acceptable as they reduce the surface contact area significantly thereby causing a concentration of forces at the shims. BOLT TORQUING FROM TOP SIDE All rotation bearing bolts shall be torqued from the top side of the turntable without the bolt or nut being held under the turntable by a person. Units requiring removal of equipment to access the torque bolts shall be considered unacceptable. This design shall prevent the bolt from "spinning" while torque is being applied to the fastener. Application of Loctite or a similar compound alone, without any other means provided to hold the fastener shall not be acceptable. Additionally, this design feature shall not incorporate drilling, bending, welding on, or in any way modifying the structural fastener, nut, or washers.

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ROTATION GEAR REDUCTION BOX A hydraulically driven planetary gearbox with a drive speed reducer shall be used to provide infinite and minute rotation control throughout the entire rotational travel. The rotation gear reduction box shall be installed on the top side of the turntable so that it is easily accessible, yet it shall be installed so that it does not provide an obstruction or tripping hazard to persons on the turntable. Specifically, it shall be installed toward the front of the turntable, under the aerial ladder base section. Under no circumstance shall the gear box present any interference with the aerial device, even at low elevations. Due to the additional maintenance required to keep two (2) rotation motors functioning properly without binding, units requiring more than one (1) rotation motor are not considered acceptable. A spring applied, hydraulically released disc type swing brake shall be furnished to provide positive braking of the turntable assembly. Provisions shall be made for manual operation of the rotation system should complete loss of hydraulic power occur. These provisions shall include a hand crank supplied with the apparatus. The hydraulic system shall be equipped with pressure relief valves, which shall limit the rotational torque to a nondestructive power. All moving parts of the rotation gear reduction box shall be enclosed or under the turntable decking eliminating safety hazards. ROTATION INTERLOCK SYSTEM The aerial device shall be equipped with a rotation interlock system to prevent the ladder from being rotated to any side where the stabilizers are not sufficiently extended to provide for the full tip load rating. The system shall monitor the stabilizers for extension. When a stabilizer is not sufficiently extended (short-jacked) to provide full tip load rating, the system shall prevent the aerial from being rotated more than 12 degrees past the front or rear center line into the short-jacked side of the apparatus. A slowdown feature shall be built into the rotation interlock system. When the aerial is operating in a short-jacked mode, the rotational speed shall be automatically reduced, by approximately 50%, when the aerial is rotated to within approximately 10 degrees of the front or rear center line of the apparatus. The rotational speed shall remain reduced throughout an arc of approximately 20-degrees over the front or rear of the apparatus, regardless of the direction of the rotation movement. The rotation function shall automatically stop when the aerial approaches the front or rear corner area of the short-jacked side of the apparatus. The rotation interlock system shall allow for normal operation on the side of the apparatus where the stabilizers are sufficiently extended for full tip load rating. An override system, activated by pull knobs within the main turntable control pedestal, shall be provided that allows the operator to rotate the aerial into the non-recommended (short-jacked) side of the apparatus, should the situation absolutely demand it.

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To ensure the maximum amount of safety, units allowing aerial rotation to the short-jacked side of the apparatus or systems which only include a visual and audio warning without automatically stopping rotation shall not be acceptable. AERIAL STOW OPERATION INTERLOCK SYSTEM A safety feature shall be included in the aerial operational system that limits the possibility of damage to the apparatus when stowing the aerial. When a rear mounted aerial is positioned over the cab area of the apparatus, the interlock system shall not allow the downward movement of the aerial below a preset angle of elevation, unless the aerial is rotated into the bed-zone envelope. The bed-zone shall be approximately 2 degrees of rotation to the left and right side of the center of the aerial bed support. Once this bed-zone envelope is attained, downward movement of the aerial shall be allowed for proper positioning into the bed support. An indicator light shall be located at the turntable control station to inform the aerial operator when the bed-zone envelope is attained. COLLISION PROTECTION INTERLOCK The apparatus shall be equipped with a cab collision protection interlock. This interlock shall be enabled while rotating the aerial device at elevations as low as, or lower than the cab of the apparatus. Should the operator accidentally rotate the aerial device toward the cab at an elevation low enough to cause a collision with the cab, the interlock shall automatically stop rotation of the aerial at a point that is within a few degrees of the cab. A manual override shall be provided to override the interlock system. APPARATUS BODY DAMAGE CONTROL INTERLOCK SYSTEM A safety feature shall be included in the aerial operational system that minimizes the possibility of damage to the apparatus body at all angles for all standard (non-override) operational modes. The system shall automatically stop the downward movement of the aerial at a preset angle of elevation unless the aerial has been rotated at least 80-degrees, left or right, from the center of the ladder support. Once this rotation point is reached, full range downward movement (to -8 degrees) shall be allowed. The aerial manufacturer shall determine and set the angle of elevation where downward aerial movement is stopped. The highest point of an apparatus, in relation to the distance from the turntable, shall be used to determine the pre-set elevation angle stopping point. The system shall also minimize the possibility of accidental damage to the apparatus body from aerial rotation whenever the aerial elevation is below the preset elevation angle stopping point.

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Rotational speed shall be reduced by approximately 50% when the aerial is rotated within a minimum of 10 degrees of a body avoidance stopping point. Aerial rotation shall automatically stop before the aerial contacts the body of the apparatus. The body damage interlock system shall have no effect on aerial operation when the aerial is raised above the preset downward movement stopping point. The body damage interlock system shall not eliminate the possibility of damage to components such as telescopic lights that are in a raised position. A manual override shall be provided that will override the interlock system. POWER TAKE-OFF The apparatus shall be equipped with a power take-off (PTO) driven by the chassis transmission and actuated by an electric shift, located inside the cab. The PTO, which drives the hydraulic pump, shall meet all the requirements for the aerial unit operations. "THRU-DRIVE" HYDRAULIC PUMP The hydraulic system shall be supplied by a pressure compensated, load sensing, variable gallonage type pump. The pump shall provide adequate fluid volume to allow all ladder functions to operate simultaneously, without noticeable loss of speed. The pump shall supply oil only when the ladder is in motion, thereby preventing overheating of the hydraulic oil. The pump shall be a "thru-drive" design. This design shall be provided for applications that require a power source for additional hydraulically operated accessories or tools. An interlock shall be provided that allows operation of the aerial device PTO shift only after the chassis spring brake has been applied and the chassis transmission has either been placed in the neutral position or the drive position if the driveline has been disengaged from the rear axle. The Thru-Drive shall be set up so the generator shall be operable while the chassis transmission is in "Drive". HYDRAULIC SYSTEM The tubing and hoses used in the hydraulic system shall have a high-pressure rating, with the tubing having a minimum burst pressure of 9,600 to 17,400 PSI and the hoses being a minimum of 8,000 to 13,000. The hydraulic oil tank shall have an approximate capacity of 50 gallons. A dipstick shall be provided to check the oil level. The oil fill shall be furnished with a cap that shall act as a ventilator to provide clean fresh air into the oil tank and a 40-micron filter to provide positive protection from contaminates. A magnetic drain plug shall be provided in a low point of the oil tank. An easily accessible 3-micron replaceable oil filter shall be installed on the hydraulic oil tank. The hydraulic oil tank shall be furnished with two pick-up tubes, one tube for normal operation and the other for emergency operation. The emergency pick-up tube shall extend further down into the oil tank to provide for reserve oil in case a hydraulic line is broken.

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The hydraulic system shall be protected from possible hydraulic pump malfunctions by a relief valve, which shall route the excess oil into the oil tank when the pressure in the hydraulic system exceeds 3,500 PSI. The hydraulic control valves shall also be protected by being plumbed to a pressure relief valve to protect them from high pressure. The hydraulic system shall be designed in such a way that all non-sealing moving components whose failure could result in motion of the aerial device shall have a minimum bursting strength of four times the maximum operating pressure to which the component is subjected. The hydraulic system shall have adequate cooling for continuous operation of not less than 2-1/2 hours. HYDRAULIC PRESSURE GAUGE A 2-1/2" Innovative Controls brass case 5,000 PSI, pressure gauge shall be located at the ground level control station to monitor the hydraulic system pressure. The gauge shall be liquid filled to prevent gauge shock when the hydraulic system is energized. The liquid shall not be vulnerable to freezing in subzero temperatures. EMERGENCY PUMP The apparatus shall be equipped with one (1) emergency hydraulic pump electrically driven from the chassis battery system. The emergency pump shall be capable of providing adequate ladder functions to stow the aerial and stabilizers in the case of main hydraulic pump failure. Two (2) control switches for this emergency pump shall be provided. One switch shall be installed at the turntable control console and the stabilizer control station. The switches shall be labeled EPU. Each control shall be a spring loaded momentary switch. A red indicator light shall be mounted adjacent to each switch to indicate activation of the emergency pump. HYDRAULIC SWIVEL The aerial ladder shall be equipped with a swivel at the turntable. The swivel shall connect the hydraulic lines from the hydraulic pump and reservoir to the aerial control bank at the turntable, above the point of rotation. The swivel shall connect all the electrical circuits through the rotation point. A minimum of thirty-two (32) collector rings shall be provided. All collector rings shall be enclosed and protected with desiccant plugs to protect against condensation and corrosion. Due to the possibility of paint contamination and dirt attraction, units requiring oil or silicone to protect the collector rings shall not be acceptable. The swivel shall allow for 360 degrees of continuous rotation of the aerial device with no loss of speed or capacity in functions. ANGLE INDICATOR A liquid filled angle indicator shall be mounted on the base section of the aerial ladder. The indicator shall give accurate elevation in degrees from -20 to +80 degrees in relation to level. The liquid shall be of proper viscosity and composition to remain in liquid form even when exposed to below zero temperatures. Reading of the indicator shall be accomplished by

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observing the position of a suspended ball in relation to the degrees of elevation as marked on the indicator housing. The indicator shall be backlit for visibility in low light conditions. EXTENSION INDICATORS Numerals shall be affixed to the inside of the handrail of the base section opposite the turntable control console. The numerals shall be at appropriate intervals indicating total aerial extension in 5-foot increments. A band on the first fly section shall align with these marks at the appropriate extension distance. The extension indicator color shall provide a high contrast with the color of the ladder section to which it is applied. This shall make the length of aerial extension easily readable by the operator by merely glancing at the indicators. Numerals indicating the length of extension shall be placed adjacent to indicating bands. MANUAL ROTATION DRIVE TOOL As required by NFPA 1901, one (1) manual rotation drive tool shall be provided as a means to rotate the turntable in the unlikely event of power loss. This drive tool shall be provided as standard equipment. TORQUE BOX A "torsion box" subframe shall be installed on the chassis frame rails, integral with the stabilizers. The torque box shall be constructed of 1/4" steel plate with the exception of the turntable area which shall be 3/8" steel plate. The steel plates shall have a minimum yield strength of 36,000 psi and ultimate tensile strength of 58,000 – 80,000 psi. The torque box subframe assembly shall be capable of withstanding all torsional and horizontal loads when the apparatus is supported by the stabilizers. The torque box shall be bolted in place to the chassis frame rails using twenty (20) 5/8" SAE grade 8 bolts with nuts. The aerial torque box shall be painted with PPG polyurethane enamel paint. The color shall be PPG# MTK 9000 black. To prevent unnecessary stress on the chassis, apparatus that use the chassis frame in place of a true torque box shall not be acceptable. REAR STABILIZERS One (1) set of extendable stabilizers with a span of 18', measured from the outermost edge of the stabilizers on each side of the apparatus, shall be installed for stability at the rear of the torque box. In order to get the true stabilizer spread, apparatus using measurements other than from each outside edge of the stabilizers shall not be considered acceptable. The stabilizers shall be of the double box design with jack cylinders that have a 4" internal diameter (bore) and a 2.5" diameter solid cylinder rod. The jack cylinders shall be equipped with integral holding valves, which shall hold the cylinder either in the stowed position or the working position, should a charged line be severed at any point within the hydraulic system. The steel used to build the stabilizer system shall have a minimum yield strength of 36,000 psi and ultimate tensile strength of 58,000 – 80,000 psi.

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Vertical jack cylinder rods shall be fully enclosed by a telescoping inner box to protect the cylinder rods, seal glands and pistons against damage from nicks, abrasion, and chrome damage. All vertical stabilizer cylinders shall be removable from the top of the box tube. The inner double box system shall be further designed to stabilize the column load imparted upon the cylinder rod, thereby also protecting against damage which may occur from lateral loading possibly caused by side slopes, shifting or sliding of the apparatus on icy or unstable surfaces, sudden sinking of one or more jack pads, or on scene collision while the aerial device is deployed. Vertical stabilizers that require cylinders to be removed from the bottom, or have the vertical stabilizer cylinders exposed, shall not be acceptable. The stabilizers shall be connected to the hazard light circuit to warn the driver if they are not stowed when the chassis parking brake is released. Each extending style stabilizer shall have a polished stainless steel stabilizer cover. The cover shall be adjustable to allow for a proper fit. The stabilizers shall not include mechanical stabilizer pin locks, pin storage holders, or pin holes machined in the stabilizer extending beams. STABILIZER STROKE The stroke of the stabilizers shall be a minimum of 22". The stabilizer pad shall be maintained at a stored height of approximately 12" to 15" (dependent on required ground clearance and angle of departure) resulting in a minimum ground penetration of 10" or greater. STABILIZER FINISH The extending rear stabilizer beams, inner jack tubes, and stabilizer pads shall be wheel-o-braided to remove any mill scale or contamination. The individual components shall then be hot dip galvanized. The galvanizing process shall require that the entire assembly is completely submerged. Following the galvanizing process, the surface shall be ground smooth to remove dross. This preparation shall provide maximum protection for these critical components. No exceptions shall be allowed to this requirement due to stabilizers exposure to salt spray and road debris. The outer tubes shall be finished with a water-based, high quality, single component acrylic primer. The primer color shall be flat black. STABILIZER EXTENSION SYSTEM Extension of the horizontal rear beams shall be activated by dual extension cylinders, which shall each have a 2" internal diameter (bore) and a 1.25" diameter cylinder rod. The extension cylinders shall be totally enclosed within the extension beams to prevent damage to the rod and hoses. The extension beams shall be 4.00" x 6.00" x .25" wall steel tubing with a .62" steel plate welded to the top and bottom of each beam. WEAR PADS/BEARING SURFACES Nylon wear pads impregnated with molybdenum disulfide and high in molecular weight shall be used between the stabilizer housing assembly and the extension tube for maximum smoothness of operation.

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Two (2) Nylatron wear pads shall be installed in each stabilizer extension system. There shall be one wear pad located on the top back portion of the extension tube assembly that shall glide on the inner wall of the top housing tube wall. There shall be an additional pad located on the inner wall of the bottom housing tube wall that shall separate the bottom side of the extension tube and the bottom wall of the housing tube. The pads shall be installed in such a manner as to reduce friction for ease of operation and to reduce the amount of metal to metal contact. Each stabilizer down jack housing tube shall contain four wear pads, one (1) on each side of the tubes. STABILIZER ANGLE LEVEL GAUGES One (1) manual angle level gauge shall be located on the rear of the apparatus. The gauge shall have a sight bubble that will measure the side-to-side angle of the apparatus in 2 degree increments. One (1) manual angle level gauge shall be located on the apparatus, near the rear. The gauge shall have a sight bubble that will measure the fore-to-aft angle of the apparatus in 2 degree increments. ELECTRIC / HYDRAULIC STABILIZER CONTROLS The stabilizer controls shall be located at the rear of the apparatus. Two (2) stations shall be installed, one (1) on each side at the rear, arranged so that the operator has full visibility of the stabilizer being positioned. All stabilizer control functions shall be of the electric paddle joystick style. The make and model of the joysticks shall be P-Q controls, model M105. The controls shall be designed to allow stabilizers to be operated independently so that the vehicle may be set up in a restricted area or uneven terrain. An electrically actuated diverter valve shall be provided in conjunction with the stabilizer controls as a safety device. The diverter valve shall allow the hydraulic fluid to flow either to the stabilizer circuit or the turntable and ladder circuit. A stabilizer deployment warning alarm, activated by stabilizer mode, shall be provided at each stabilizer to warn personnel. The warning alarm shall deactivate only when all stabilizers are in the load supporting configuration, or when the diverter switch is no longer in the stabilizer mode. The stabilizer controls shall each be accessible through a painted stainless steel door. GROUND CONTROL STATION A control station shall be located at the rear of the apparatus in an easily accessible area. The control panel shall be illuminated for night time operation. The following items shall be furnished at the control console, clearly identified and located for ease of operation and viewing:

• Individual stabilizer down indicator lights

• Aerial PTO engaged indicator light

• High idle switch with indicator light

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• Emergency hydraulic pump control with indicator light

• Stabilizer/Aerial diverter control with indicator light

• Side to side leveling bubble

A weather proof compartment shall be furnished behind the control panel and shall contain the aerial circuit breakers, interlock components and control circuit distribution terminals. The control station shall be accessible through a painted stainless steel door. The stabilizer controls and ground control station surfaces shall be fabricated from 3mm thick solid core aluminum composite panel with double-sided painted aluminum outer surfaces bonded to a solid polyethylene core. They shall include an Innovative Controls graphic overlay design and supply a second surface-printed UV and scratch-resistant polycarbonate graphic overlay backed with UL 969-compliant outdoor adhesive. AUXILIARY STABILIZER PADS An auxiliary pad for additional load distribution on soft surfaces shall be supplied for each stabilizer. The pads shall be constructed of ultra-high molecular weight composite material that is a minimum of 1" thick with a minimum surface area of 576 square inches. The auxiliary pads shall be stored in the Smart Storage compartments. STABILIZER COVER WARNING LIGHTS One (1) Whelen M6 Series Super-LED flashing light shall be installed on each extending stabilizer cover panel, for a total of two (2). These lights shall be red in color and activated by the aerial master switch. STABILIZER ARM WARNING LIGHTS Four (4) Whelen 5G Series Super-LED red flashing lights shall be mounted on the stabilizer beams. Each stabilizer beam shall include two (2) lights, one (1) facing forward and one (1) facing rearward. The lights shall be mounted inboard of vertical jack tubes. The warning lights shall be activated by the aerial master switch. STABILIZER WORK LIGHTS Two (2) Truck-Lite LED, clear flood lights shall be provided at each stabilizer location to illuminate the surrounding area. The lights shall be located under the stabilizer beams and activated by the aerial master switch. TURNTABLE The turntable shall be designed in such a manner as to allow a generous working area, regardless of the position of the aerial, including when positioned at maximum elevation. The turntable shall also be designed to allow for the most efficient use of space on the apparatus body. The officer's side of the turntable shall be removed to provide expanded hose bed space and access.

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The turntable shall be a minimum of 72" side to side and 83" forward to aft. It shall be covered with Tread-Grip Safe-Deck pattern decking to allow the walking surface to shed liquids with unparalleled ease and comply with NFPA intent, to provide secure footing for the operator in all weather conditions. A downward lip shall "skirt" the turntable decking around the entire circumference to provide protection from hazards. All hoses and electrical lines shall be routed under removable covers in order to prevent a tripping hazard. The covers shall also be designed to prevent damage from occurring to these components. Likewise, the center of the turntable shall have a removable step cover to prevent tripping hazards as well as provide for an easier transition to the first rung of the aerial ladder. To prevent unnecessary added weight to the apparatus, the turntable shall not be built entirely from solid materials. AERIAL PIVOT PINS The aerial device pivot pins shall be located on the turntable and shall attach the aerial device base section to the turntable. To maintain a suitable safety factor, the pivot pins shall be composed of certified structural steel, thereby ensuring structural integrity. In the interest of safety, the pivot pins shall be located as low as possible and shall be at the aerial device base rails. This shall keep the pivot points away from the areas where persons regressing to and from the aerial base section, might place their hand(s). Aerial pivot pins shall be installed with a means to keep the pins in place. The design shall not inhibit the pins from being removed by a trained mechanic. ROTATIONAL GEAR COVER There shall be a cover installed on the rotational gear, below the officer's side of the turntable. The gear guard shall protect the hose bed hose from getting caught in the rotational gear. The cover shall be painted aerial ladder color. TURNTABLE HANDRAILS Three (3) handrails shall be of one piece construction and provide large sweep corners at the edge of the turntable. Each shall be 42" high and shall be constructed from knurled stainless steel. The handrails shall be installed around the rear 180-degree perimeter of the turntable for operator and personnel safety. Each individual handrail shall be secured to the turntable by the use of two (2) minimum 5/8" anchor bolts on the underside of the turntable. Additionally, chrome plated stanchions with rubber gaskets shall be provided on the top surface of the turntable where each railing meets the decking surface. There will be a single opening in the handrails for access from the turntable access ladder. TURNTABLE RESTRAINT

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One (1) stainless steel safety chain with carabiner type end shall be installed in the space between the handrails. This chain shall be permanently attached at one end. TURNTABLE WORK LIGHTING The turntable shall be lighted for night time operation with a minimum of three (3) Whelen model 0AC0EDCR LED angled work lights, which shall be automatically activated by the aerial master switch (day or night). The work lights shall be positioned so the light is directed toward the decking. The lights shall have integral chrome hoods to keep light from glaring upward into the operator's eyes. An additional Whelen LED light shall be mounted in the front access door of the control stand. AERIAL HOUR METER An hour meter shall be installed at the turntable control station connected to the system engagement control for the aerial. The meter shall register the total hours of aerial use for scheduling periodic maintenance. Hour meters that are not connected to the aerial system engagement are not considered acceptable in order to capture true aerial operational hours. TURNTABLE CONTROL CONSOLE The turntable control console shall be located on the turntable, on the driver's side of the apparatus. The console shall be illuminated by an On-Scene Night Axe LED light with mounting clips for night time operation and have a hinged weather cover. A pressurized gas filled cylinder shall be furnished on the cover to hold it in the open position. The gas filled cylinder shall assist in closing the cover automatically when it is positioned over the center. The console surface shall be angled toward the operator so controls may be viewed and operated ergonomically. Rubber bumpers shall be provided so that when the control console lid is closed, the lid and the control panel will be protected from each other (no metal to metal contact). Three (3) handles for the ladder hydraulic functions (elevation, rotation, and extension) shall be installed at the control console. The controls shall be manual for safety and durability reasons. The function of each control lever shall be cast into the plate under the appropriate lever. The controls shall be capable of being operated independently or simultaneously with a gloved hand. The speed of movement caused by moving any control shall be minimally affected when multiple controls are activated. The control console surface shall be fabricated from aluminum and shall include a graphic overlay. The overlay shall be Innovative Controls design and supply a second surface-printed UV and scratch-resistant polycarbonate graphic overlay backed with UL 969-compliant outdoor adhesive. A hinged door shall be provided on the front of the control console with a pop latch. This door shall allow access to the inner components for inspection purposes. A recessed work light shall be provided in the access door. There shall be a hinged access door provided on the outboard side of the control panel. The door shall be provided with a spring loaded, slotted head latch. The opening shall allow access to the electrical components for service purposes.

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The following items shall be furnished at the console, clearly identified and located for ease of operation and viewing:

• Elevation, Extension and Rotation Controls

• Lighted Push/Pull Button to Deactivate Hydraulic and Electrical System

• Panel Light Mounted in Cover

• Ladder Overload Warning Horn

• Monitor Function Controls

• Intercom with Controls

• Operators Load Chart

• Warning Signs

To minimize the chance of failed components, turntable consoles requiring a fan to cool interior components shall not be considered acceptable. AL-11 AERIAL INFORMATION SYSTEM Aerial Logic Display The aerial shall be equipped with a 7” color transmissive TFT LCD display located at the turntable control console. The display shall be viewable in direct sunlight, with a resolution of WVGA, 800 x 480 pixels, 16-bit color and an aspect ratio of 16:9. The display shall feature LED backlighting, 1000 nit typical brightness (40,000 h lifetime). The display shall include an internal microprocessor Freescale IMX. 375 32bit, 532 MHz utilizing a QNX operating system. The display shall have a minimum 2 GB RAM flash memory and 128 Mbytes SDRAM. The display shall support J1939 and NMEA 2000 protocols. For protection against extreme environmental conditions, connections shall utilize 2 Ampseal 23 pin connectors AMP770680-1 and AMP770680-4. User inputs shall be accomplished utilizing 14 tactile buttons located directly on the display. The display shall be capable of operating -40º C to +85º C and a minimum IP67 rating front and back. For maximum protection, the display case shall be constructed of Polycarbonate capable of random vibration, 7.86 Grms (5.2000 Hz), 3 axis and a shock of +/- 50G in 3 axis. The display will gather ladder positional data from an array of sensors. This data will not only be displayed for the device operator, but the rotation and elevation sensors will also be used to protect the body, cab, and installed components from collision damage caused by the aerial device. Soft Keys Columns of vertical keys shall be located to the left and/or right of the display. The soft keys correspond to the soft key commands and allow selections with a gloved hand. Icons shall be

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displayed on the screen adjacent to the soft key and will change according to the options available for the screen being displayed. Screens The display shall provide the operator with critical aerial information and switching of aerial electrical components in an easy to read format as follows:

• Extension Retraction Percentage – Digital readout shown 0% - 100%

• Ladder Angle -15 to 90 Degrees (Operational range of Aerial -8 to +72 Degrees)

• Rotation Position – 0 - 360 Degrees

• Ladder Load Percentage - Display live loads acting on the aerial structure shown as 0 - 100%

• Breathing Air – 0-6000 Psi (This is available only if optional breathing air has been specified)

• Bed Zone Alignment Light – When the aerial is aligned and within the bed zone the indicator shall change to a bright color to indicate it is safe to bed the aerial.

• Rung alignment light – When the aerial rungs of each section are aligned the indicator shall change to a bright color to indicate the rungs are aligned to provide safer climbing of the aerial.

Soft keys located on each side of the display shall be programmed to allow the operator to quickly change screens to view the following:

• Positional Waterway – Label shall read “Water Tower” or “Rescue”, depressing this soft key shall allow the user to select what section the waterway will be positioned. When “Water Tower” is displayed the waterway shall be affixed to the uppermost fly section of the aerial. When “Rescue” is displayed, the waterway shall be affixed to the next lower section. (This is available only if optional positional waterway has been specified)

• Creeper Control Enable – Label shall read “Creep Master”. Pressing this momentary soft key switch allows creeper controls to be used at the tip of the aerial ladder. When the soft key is pressed the indicator shall change to a bright color to indicate the creeper controls at the tip have been activated. (This option available only if optional creeper controls have been specified)

• High Idle – Label shall read “High Idle”. Pressing this soft key shall increase engine RPM to the chassis pre-set high idle, pressing the button again shall return engine RPM to the chassis pre-set idle. The indicator shall change to a bright color to indicate the high idle has been activated.

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• Retraction Override - Label shall read “Retract Enable”. Pressing this soft key shall allow the aerial ladder to fully retract when in the overlap zone. Once the operator has verified that it is safe to retract the aerial and presses the soft key, the label shall change to a bright color to indicate the aerial can be fully retracted.

• Emergency Power Unit - Label shall read “EPU”. Pressing this soft key shall activate the electric over hydraulic emergency power unit.

Engine Information Screen – An icon depicting an engine shall be displayed next to the soft key. Pressing this button shall allow the operator to switch to the screen displaying chassis engine information. Day/Night Display Mode - An icon depicting the sun or the moon shall be displayed next to the soft key, pressing this button shall switch the display to from a bright format for daytime use or a subdued format for nighttime use to maintain greater vision of the operator. Lighting /Customer Information Screen - An icon depicting a light bulb shall be displayed next to the soft key, pressing this button shall switch the screen from its current screen to the screen to control lighting on the aerial. The following information shall be displayed on the aerial logic display:

• Customer name

• Production number

• Aerial device type

• Aerial device model number

• Aerial device serial number

• Rated vertical height

• Rated horizontal reach

• Rated capacity

• Contact information for the fire apparatus manufacturer. Information shall include name, address, phone number and website

Chassis Engine Information Screen

• Engine coolant temperature

• Oil pressure

• Transmission temperature

• Fuel level

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• Battery voltage

• Engine RPM

• Engine Warnings – To include: Check Engine, Stop Engine, DPF Regeneration Required, Regeneration Status and High Exhaust Temperature

SYSTEM LOCK CONTROL A push/pull systems engagement control shall be installed at the turntable control console. The control shall energize the hydraulic system for the ladder function and provide the flow of hydraulic fluid to the master valve bank. An automatic throttle switch shall be attached to the systems engagement control that advances the engine speed to a preset RPM when the engagement control is in the "RUN" position. In the "LOCK" position, the engine speed shall return to the normal idle RPM and the hydraulic system be de-energized. RETRACTION OVERRIDE SYSTEM An integral part of the extension/retraction system shall be a safety system to prevent injury to personnel on the end of the fly section while the ladder is being retracted. This system shall be designed in such a manner to prevent retraction of the aerial device when the folding steps at the end of the fly section are in overlap with the rungs of another section. When the steps are in an overlap condition, retraction shall only be accomplished by an operator at the primary control station pressing and holding a momentary switch at the turntable control console while the retraction control is operated. A retraction override switch shall be programmed into the AL-11 system at the turntable console position. LOAD SENSING AL-11 SYSTEM Indication for the load sensing system shall be programmed into the AL-11 system at the turntable control console. AERIAL LADDER LOAD CHART A load chart shall be installed at the turntable control console of the aerial ladder. The load chart shall illustrate the full operating range of the ladder, with the waterway dry or flowing water. AERIAL COMMUNICATION SYSTEM An Atkinson Dynamics two (2) station communication system shall be provided between the aerial tip and the turntable control console. The communication system shall be a two-way system with the communication speaker at the tip requiring no operator attention to transmit or receive. The transmitting and receiving volume controls shall be located at the turntable control console. TRACKING LIGHTS

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Two (2) Fire Research SoBrite LED compact ultra bright lights shall be installed low ahead of the cradle, on the base section of the ladder, one (1) on each side. Each lamphead shall have three mounting holes to mount the light directly to a horizontal or vertical surface. Wiring shall extend from the rear of the lampheads. Each lamphead shall have 22 ultra-bright white LEDs to provide a spot light beam pattern. They shall each operate at 12/24 volts DC, draw 5/2.5 amps, and generate 7,000 lumens of light. The lampheads shall have a unique lens that focuses the spotlight beam into the distance. Each lamphead shall weight less than 2 1/2 pounds and be powder coated. The LED scene lights shall be for fire service use. The tracking lights shall be controlled through the AL-11 system. EGRESS A removable bolt on egress shall be installed on the tip of the fly section. Only certified structural fasteners shall be utilized to attach the egress to the tip of the fly section. Additionally, the fasteners shall be stainless steel. This design shall allow for easy replacement should the egress become damaged during rescue operations. This shall prevent the department from experiencing serious downtime, as is common with welded on egresses. For this reason, a design that allows the egress to be welded to the fly section shall not be acceptable. When the ladder is at 0 degrees elevation, the rungs on the egress shall be on a plane of -11 degrees. This shall provide a smoother transition onto the ladder from the tip when it is at a high angle elevation. The egress shall have handrails that match the fly section handrails for an unnoticeable transition between the two. The egress handrails shall have a radius design at the tip to eliminate corner joints, increase strength, and provide a pleasing appearance. The rungs on the egress shall be held to the same design load criteria as the rungs of the aerial ladder sections. Specifically, each egress rung shall be able to support a design load of 500 lbs. minimum, distributed across the rung, as specified in NFPA 1901. This shall be in excess of that required by the aforementioned standard. AERIAL LADDER CREEPER CONTROLS A remote ladder creeper control shall be provided at the tip of the fly section. The control shall consist of three (3) spring loaded, triple pole double throw, return to center switches, one for each main ladder function. Each function switch shall be labeled on a black and white label that is located adjacent to the switches. Each switch shall be encircled by a rubber boot to protect the switch box from collecting moisture. The creeper control shall allow the crew member on the tip of the ladder to operate these three functions within the speed limitations as set forth in accordance with NFPA 1901, current edition. A momentary switch shall be provided in the AL-11 system at the lower turntable control console to activate the creeper control system. When the button is held in the "on" position, power shall be available to the person at the tip and they shall be able to adjust the aerial with the creeper controls. When the button is not depressed, the creeper system will be de-energized.

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SECTION FOLDING STEPS One (1) set of folding steps shall be installed at the tip of the ladder to provide solid footing for personnel while operating the elevated master stream device. In order to meet NFPA requirements that state the operator's feet shall not protrude through the outermost fly section, a kick plate shall be provided with each step. When folded for storage, the steps shall not present any obstruction to personnel on the apparatus. Proper installation of the steps shall require that rubber gaskets shall be installed under the mounting surface where the step is secured to the aerial ladder section with certified structural fasteners. FLY SECTION LOAD LIFTING/RAPPELLING EYES The aerial ladder shall be equipped with two (2) load lifting/rappelling eyes at the tip of the fly section. The load lifting/rappelling eyes, as a pair, shall be rated not to exceed the tip load of the ladder structure. FLY SECTION MOUNTED AXE An axe mounting bracket and retention strap shall be installed on the fly section.

• One (1) Fire Hooks Unlimited, model FAP-6, pickhead axe with fiberglass handle shall be provided.

FRC SOBRITE LED TIP LIGHTS Two (2) Fire Research SoBrite LED compact ultra-bright lights shall be installed at the tip of the aerial. Each lamphead shall have three mounting holes to mount the light directly to a horizontal or vertical surface. Wiring shall extend from the rear of the lampheads. Each lamphead shall have 22 ultra-bright white LEDs to provide a spot light beam pattern. They shall each operate at 12/24 volts DC, draw 5/2.5 amps, and generate 7,000 lumens of light. The lampheads shall have a unique lens that focuses the spotlight beam into the distance. Each lamphead shall weight less than 2 1/2 pounds and be powder coated. The LED scene lights shall be for fire service use. The lights shall be located at the aerial tip, one (1) on the driver's side and one (1) on the officer's side. The tip light(s) shall be controlled through the AL-11 system. WATERWAY SYSTEM A waterway system shall be provided consisting of the following components and features. A 4-1/2" outside diameter pipe shall be connected to the water supply on one end and to a water swivel at the rotation point of the turntable. The swivel shall allow the ladder to rotate 360 degrees continuously while flowing water.

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A 4" inside diameter pipe waterway swivel shall be routed through the rotation point swivel up to the heel pin swivel. The heel pin swivel shall allow the water to flow to the waterway while elevating the aerial ladder from -8 degrees below to +72 degrees. The heel pivot pin shall not be integral with the waterway swivel at any point. The design of the waterway shall allow complete servicing of the waterway swivel without disturbing the heel pivot pin. WATERWAY PIPE DIAMETERS The integral telescopic water system shall consist of a 4-1/2" outside diameter pipe in the base section, a 4" outside diameter pipe on the second section, and a 3-1/2" outside diameter pipe on the fly section. CP-84 CHROME PLATED WATERWAY The CP-84 telescopic waterway shall be composed of high quality 84K PSI steel. The pipes shall be professionally prepared to accept a highly durable, hot dipped galvanizing coating. Preparation shall include de-greasing as needed, followed by wheel-o-braiding to remove any contaminates or scale. Following preparation, each water pipe shall be hot-dipped galvanized. The pipes shall be completely submerged in the galvanizing bath to ensure 100% coverage and intimate bonding of the galvanic coating to the steel. Following the dipping process, all dross shall be ground and the perimeter of the pipe shall be ground to a smooth finish. Each pipe shall then be prepared to be heavily chrome plated. Materials (nickel/copper/chrome) used in the chrome plating process shall be of the highest purity to complete the chrome plating process. The chrome shall be polished to an extremely high luster. The result of the preceding processes shall provide an aerial waterway that is of unequaled quality and durability. The heavy galvanizing and chrome plating shall ensure that no corrosion occurs on the waterway and that the outer surface remains smooth for long seal life. Additionally, the chrome plating shall aid in preventing nicks, scratches, and abrasions from occurring where they would otherwise easily occur with softer and more malleable aluminum tubes. The waterway on the base section of the aerial device shall be galvanized with the process described above, followed by complete coverage utilizing PPG paint of job color. POSITIONAL WATERWAY The waterway shall be a positional or detachable type in order to allow the uppermost fly section to be clear of obstructions when using the aerial device for rescue purposes. It shall be designed in such a manner to allow the master stream device to be affixed to either the tip of the fly or to the end of the next lower section. The device shall be designed in such a manner that when it is in the forward position the monitor master stream device shall be connected to the tip of the ladder and when it is toward the back, the device travels with the next lower ladder section. The connection for remote nozzle controls and electricity to the unit shall be permanent and not incorporate any spring loaded cable reels or electrical contact pads that can foul or

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become damaged allowing the monitor to become inoperable. In addition, the system shall require no external power supply such as a battery to operate the monitor. A button shall be provided on the AL-11 system at the turntable control console for the positional waterway. The button shall activate an electric actuator mechanism that will lock the monitor in the desired position. Indication shall be provided on the screen of the AL-11 to inform the aerial operator of the current position of the monitor. The verbiage on the screen for the two (2) positions shall read "Rescue" and "Water Tower". To ensure maximum safety for personnel, units that require a firefighter to climb to the end of the ladder and manually change the position of the waterway will not be considered acceptable. WATERWAY RELIEF VALVE A 3/4" safety relief valve shall be installed in the base section waterway. The relief valve shall be preset at 240 psi. The valve shall protect the waterway from overpressure, which is normally caused by the capping of the monitor outlet. This valve in no way is to act as a relief for the total flow of the system. WATERWAY DRAIN VALVE A 1-1/2" drain valve shall be installed in the lower section of the aerial plumbing under the apparatus. The valve, when opened, shall drain the aerial waterway and lower plumbing. AERIAL WATERWAY INLET A 4" inlet, with 4" plumbing, shall be installed on the officer's side pump panel of the apparatus to be used for supplying the aerial waterway. Shop Note: Make sure the intlet is moved over and down far enough to miss the step when is the step is folded down. Also an external valve should be able to be installed on the inlet and the step be folded down A 4” NPT X 4” NH thread chrome waterway adapter with screen shall be provided.

• One (1) 5" swivel Storz x 4" female NH thread swivel rocker lug 30-degree elbow adapter shall be provided. The elbow shall be constructed of hard coat anodized aluminum alloy and have a silver powder coat finish inside and out.

• One (1) 5" Storz blind cap, complete with lanyard, shall be provided.

AKRON BRASS STREAMMASTER II MONITOR An Akron Brass StreamMaster II 3480 all electric monitor shall be installed at the end of the aerial waterway. The monitor shall be constructed of lightweight Pyrolite with a 4", 150-pound flange inlet and 3-1/2" thread outlet with cast-in turning vanes in each elbow shall be provided. The monitor shall not to exceed 15" high and 11-5/8" wide. The standard absolute position sensors provide advanced features like programmable obstacle avoidance, oscillation, and stow/deploy positions. The onboard, fully sealed IP 67 CAN control system features “plug and

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play” installation with built-in wireless capability and a USB port for quick software updates in the field. The Universal II (U2) control system shall include coated, solid state components to resist water corrosion and two (2) multi-pin interface connectors. The control system will have the capability to automatically lower the nozzle to below 90 degrees elevation in order to prevent the nozzle from coming into contact with the fly section when retracting the waterway. Each operator station shall be able to control the vertical and horizontal rotation of the monitor and the pattern of the nozzle. The lower operator station will override the upper operator station when operated simultaneously. MONITOR COLOR The monitor shall be powder-coated Akron Red, AkzoNobel Interpon PG000QF, by the monitor manufacturer and shall not be repainted by the OEM. NOZZLE An Akron Brass, model 5178, Akromatic electric combination fog and straight stream master stream nozzle shall be provided. The nozzle shall be equipped with an automatic flow mechanism that provides a flow range of 500 to 1500 GPM at 80 PSI. The nozzle shall be constructed of durable, lightweight Pyrolite and shall have electric 12 volt motor for pattern selection from straight stream to wide fog, grease fitting for maintenance, and a 3-1/2" NH thread swivel base. MONITOR SWEEP The monitor shall be capable of vertical positioning from -135 degrees to 0 degrees and horizontal positioning of 90 degrees from side to side, for a full 180-degree sweep. MONITOR CONTROLS The aerial master stream device shall have two (2) separate control stations. One station shall be at the main aerial turntable control console. The other station shall be located at the tip of the aerial ladder. Each station shall have the capability of controlling the nozzle pattern as well as the horizontal and vertical position of the device. RUNG ILLUMINATION LIGHTING The aerial ladder sections shall be equipped with permanently installed blue LED rung illumination lights. The lights shall be mounted on the inside of the ladder sections, facing inward; on each aerial section in a "staggered" configuration. The blue colored lens shall serve to illuminate ladder rungs without inducing any glare, which would hinder safety. Each light shall be equipped with an integral guard to protect it from damage. The lights shall be positioned such that all light be directed inward toward the rungs of the aerial sections, maximizing safety for all personnel during night operations. The lights shall also aid the operator in locating aerial ladder section in conditions of reduced visibility. Designs that use luminescent tape on the rungs shall not be permitted as they require previous exposure to sunlight and can wear off over time.

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The rung lighting shall be controlled through the AL-11 system. AERIAL LADDER SIGNS Two (2) sign panels measuring 16" tall x 133" long shall be installed on the base section of the aerial ladder, one on each side. The sign panels shall be fabricated of 1/8" aluminum plate. The signs shall be large enough to accept a maximum lettering size of 12" high. BASE SECTION MOUNTED ROOF LADDER One (1) roof ladder mounting bracket set shall be provided on the outside of the base section, on the officer's side, for a solid beam roof ladder. The brackets shall be formed using break and bend techniques for added strength and an outstanding appearance. To enhance durability, the brackets shall be coated with Line-X. Stainless steel fasteners shall be employed where the ladder bracket is bolted to the aerial section or ladder sign panel. The roof ladder shall be secured using a spring-loaded handle, which is easily lifted away from the roof ladder with a gloved hand for safe access.

• One (1) Duo Safety, model 875-DR, 16' aluminum roof ladder shall be provided. The ladder shall have a 750 pound duty rating and aluminum roof hooks that fold for storage.

FLY SECTION MOUNTED PIKE POLE One (1) pike pole mounting bracket shall be provided on the officer's side of the aerial fly section. A strap shall be provided to hold the pike pole in the bracket.

• One (1) Fire Hooks Unlimited, model NHF-6, 6' fiberglass (ash core) pike pole with a National Hook and butt-style end shall be provided.

CHASSIS PAINT The two-tone chassis cab shall be painted by the chassis manufacturer. BODY PAINT PREPARATION The apparatus body and components shall be metal finished as follows to provide a superior substrate for painting:

• All aluminum sections of the body shall undergo a thorough cleaning process, starting with a phosphoric acid solution to begin the etching process, followed by a complete rinse. The next step shall consist of a chemical conversion coating applied to seal the metal substrate and become part of the aluminum surface for greater film adhesion.

• After the cleaning process, the body and its components shall be primed with a high solids primer and the seams shall be caulked.

• All bright metal fittings, if unavailable in stainless steel or polished aluminum, shall be heavily chrome plated. Iron fittings shall be copper underplated prior to chrome plating.

PAINT PROCESS

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The paint process shall follow the strict standards as set forth by PPG Fleet Finish Guidelines. The body shall go through a three-stage paint process: primer coat, base coat (color), and clear coat. In the first stage of the paint process, the body shall be coated with PPG F3980 Low VOC / High Solids primer to achieve a total thickness of 2-4 mills. In the second stage of the paint process, the body shall be painted with PPG FBCH Delfleet High Solids Polyurethane Base Coat. A minimum of two to three coats of paint shall be applied to achieve covering. In the final stage of the paint process, the body shall be painted with PPG DCU-2002 Clear Coat. A minimum of two to three coats shall be applied to achieve a total dry film thickness of 2-3 mills. As part of the curing process, the painted body shall go through a Force Dry / Bake Cycle process. The painted components shall be baked at 185 degrees for 3 hours to achieve a complete coating cure on the finished product. HAND POLISHED After the Force Dry / Bake Cycle and ample cooldown time, the coated surface shall be sanded using 3M 1000, 1200, and/or 1500 grit sandpaper to remove surface defects. In the final step, the surface shall be buffed with 3M super-duty compound to add extra shine to coated surface. No more than .5 mil of clear shall be removed in this process. BODY PAINT COLOR The body shall be painted with PPG High Solids Polyurethane Base Coat. The single tone body shall be painted PPG# FBCH-925903 red. AERIAL COMPONENT PROTECTION / PAINT All aerial device components above the rotation point that are not chrome plate, bright aluminum tread plate, or stainless steel shall be painted. All areas to be painted shall be sanded to remove any metal flakes and smooth any rough surfaces. All surfaces to be painted shall be phosphatized to remove metal impurities, aid paint adhesion and inhibit rust. The components shall be prime painted with a Low V.O.C. high solids non-isocyanate primer and finish painted with a Low V.O.C. extremely durable, single-stage ultra- high solids high gloss polyurethane paint. The support structure and components below the rotation point shall be painted black. The extending stabilizer beams, inner jack cylinder protective tubes, and stabilizer pads shall be hot dip galvanized. The extending stabilizer beams, inner jack tubes, and stabilizer pads shall be wheel-o-braided to remove any mill scale, or contamination prior to galvanizing. Following this preparation, the individual components shall be hot dip galvanized. The galvanizing process requires that the entire assembly be completely submerged. Following the galvanizing process, the surface shall be ground smooth to remove dross. This preparation shall provide maximum protection for these critical components. Following surface preparation, components shall be coated with black water-based self-etching coating. No exceptions shall be allowed to this requirement. The high gloss polyurethane paint, which shall be applied to the aerial ladder sections and other components above the rotation point, shall be cured at an elevated temperature for a period not

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less than 2 hours to enhance durability and appearance. The temperature shall not be less than 180 degrees Fahrenheit. Curing of the paint shall promote a chemical reaction within the substrate that shall harden the paint. The curing shall be performed in a clean, sealed, controlled atmosphere. The atmosphere shall comply with all environmental standards and any air entering the chamber shall be filtered. AERIAL DEVICE PAINT COLOR The aerial device shall be painted with PPG Delfleet High Solids polyurethane enamel paint. The color shall be PPG# FDGH-925849 white. AERIAL CORROSION PROTECTION Internal structural members of the aerial structure shall be 100% concealed from oxygen or have corrosion protection applied. Totally sealed members are not subject to the possibility of corrosion attacking the metal from the interior. The structural tubing of the aerial structure that contains drilled holes or is exposed to outside air and elements shall be protected to eliminate the possibility of corrosion occurring on the inside of the tube. No exceptions as this is imperative to the strength and integrity of the aerial structure. The interior of exposed tubing shall be coated with a compound labeled NWAC 120-4. The application of the coating shall be applied after the welding process of the aerial structure is complete and shall cover 100% of the interior of the structural tube. NWAC 120-4 is an effective cavity corrosion inhibitor that provides long-term protection for both ferrous and non-ferrous metals. The resulting water-repellent, flexible, air-dried film has crevice penetrating, spreading and clinging characteristics. The product dries to a nearly transparent film and provides maximum corrosion protection for all void spaces subject to humidity and condensation. AERIAL LADDER EGRESS PAINT COLOR The aerial ladder egress shall be painted with PPG Delfleet High Solids polyurethane enamel paint. The color shall be PPG# FDGH-4353 red. AERIAL LADDER SIGN PAINT COLOR The aerial ladder signs, mounted on the base section, shall be painted the same color as the aerial ladder. UNDERCOATING The apparatus shall undergo a two-step undercoating process. The first step shall be a rubberized polyurethane base compound applied after the body has been primed. The materials used incorporate unused paint products to reduce the amount of waste released into the environment. This coat shall be applied to all hidden pockets and surfaces that are not visible after completion. As a final step, the entire underside of the body shall be coated with a bituminous based automotive type undercoating when the apparatus is completed. During this application, special

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care shall be taken to avoid spraying the product on air lines, cables, or other items that would hinder normal maintenance. CORROSION PREVENTION One (1) 3.75-ounce tube of Electrolysis Corrosion Kontrol (ECK) shall be provided to use when additional items are mounted to the apparatus. ECK protects aluminum and stainless steel against electrolytic reaction, isolates dissimilar metals and gives bedding protection for hardware and fasteners. ECK contains an anti-seizing lubricant for threads. ECK is dielectric and perfect for use with electrical connectors. LINE-X THERMOPLASTIC COATING In designated areas, Line-X XS-350, a two-component spray-in-place thermoplastic polyurethane system shall be used for maximum protection of the body and equipment. Line-X XS-350 is a 100% high-performance aromatic solids pure Polyurea elastomeric membrane. The coating shall be a fast cure, textured surface, multi-purpose material designed for commercial and industrial applications. It shall adhere to the body and serve as a protective, abrasion resistant liner where applied. The coating shall exhibit the following minimum typical physical properties:

• Tensile strength - 3,432 PSI (ASTM D-412)

• Elongation - 162% (ASTM D-412)

• Tear Strength - 783 PLI (ASTM D-624)

• Shore D Hardness - 60 +/-1 (ASTM D-2240)

SAMPLE PAINT CARD One (1) sample paint card shall be provided with the apparatus. The card shall show an example of the apparatus body color on one side and have the specific PPG paint formula printed on the reverse side. GOLD LEAF LETTERING - 3" Up to sixty (60) 22KT gold leaf letters shall be provided and installed on the apparatus. The letters shall be approximately 3" tall with black outline and shadow. REFLECTIVE LETTERING - 10" Up to thirty (30) reflective letters shall be provided and installed on the apparatus. The letters shall be approximately 10" tall with black outline and shadow. REFLECTIVE STRIPING – FRONT CAB The retroreflective stripe located on the sides of the apparatus shall wrap around the front of the chassis cab and terminate at chassis grill.

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RUB RAIL REFLECTIVE STRIPING There shall be 2" reflective striping installed in the rub rail channel. The reflective striping shall be diamond grade quality material for increased visibility. The reflective shall be silver in color. REFLECTIVE STRIPING 3M Scotchlite Retroreflective striping shall be applied to the exterior of the apparatus and shall conform to the reflectivity requirements in accordance with NFPA 1901, current edition. The striping shall consist of:

• 1” retroreflective stripe

• 1” gap


• 1” gap


The striping shall be low across the front of the chassis and along the sides up to the first compartment on each side where it shall transition to a point in the upper compartments, where it then shall run level to the back edge of the body. Where the stripe transitions from low to high, it shall be a “Z” design. The upper stripe shall be white. The main stripe shall be white. The lower stripe shall be white. REFLECTIVE STRIPING - STABILIZER BEAMS Retroreflective striping, utilizing a chevron pattern, shall be installed on the front and rear sides of the two (2) horizontally extending stabilizer beams for increased visibility when extended. The striping shall be 4" wide and white in color. CHEVRON COLOR - RED/FLUORESCENT YELLOW-GREEN The chevron striping shall consist of red, 3M part number 1172 EC, and fluorescent yellow-green, 3M part number 3983, and shall meet the chevron color requirements in accordance with NFPA 1901, current edition. Only 3M Diamond Grade VIP Reflective Striping shall be used. 3M Diamond Grade VIP Reflective Striping is a wide-angle prismatic lens reflective sheeting designed for the production of durable traffic control signs and delineators that are exposed vertically in service. This sheeting is designed to provide higher sign brightness than sheeting’s that use glass bead lenses. It is intended to also provide high sign brightness in the legibility distance where other

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sheeting’s do not. If something other than 3M is being used, third party documentation must be provided with the bid to prove it is compliant with Federal DOT and NFPA 1901, current edition. CHEVRON STRIPING - REAR BODY Retroreflective striping shall cover at least 50% of the rear-facing vertical surfaces in accordance with NFPA 1901, current edition. The striping shall be in a chevron pattern sloping downward and away front the centerline of the apparatus at an angle of 45 degrees. Each stripe shall be a minimum of 6" in width. The striping shall consist of a solid base layer of reflective material and alternate between the exposed base layer material and durable, transparent, acrylic colored film. The chevron pattern shall include rear face of the body. The torque box door shall be excluded from the chevron reflective striping. MATERIAL AND WORKMANSHIP WARRANTY OEM installed purchased parts and fabricated parts shall be free of defects in material and workmanship for a period of two (2) years starting thirty (30) days after the original invoice date. Full details shall be provided in the complete warranty document. TEN (10) YEAR WARRANTY BODY STRUCTURAL INTEGRITY The body shall be free of structural or design failure or workmanship for a period of ten (10) years or 100,000 miles starting thirty (30) days after the original invoice date. TORQUE BOX SUPERSTRUCTURE WARRANTY The torque box superstructure shall be free of structural or design failure or workmanship for a period of fifteen (15) years starting thirty (30) days after the original invoice date. Full details shall be provided in the complete warranty document. TWENTY-FIVE (25) YEAR AERIAL STRUCTURAL INTEGRITY WARRANTY The aerial device shall be free of structural or design failure or workmanship for a period of twenty-five (25) years or 100,000 miles, starting thirty (30) days after the original invoice date. For further details, please refer to the complete warranty document. TEN (10) YEAR AERIAL WATERWAY AND WATERWAY SEALS LIMITED WARRANTY The aerial device waterway, including the waterway seals, shall be free of defects in design and workmanship for a period of ten (10) years starting thirty (30) days after the original invoice date. STAINLESS STEEL PLUMBING LIMITED WARRANTY The stainless steel plumbing and piping shall be free from corrosion perforation for a period of ten (10) years starting thirty (30) days after the original invoice date. Full details shall be provided in the complete warranty document. WATER TANK WARRANTY

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The tank shall be complete with a lifetime warranty. The tank manufacturer shall mark the tank and furnish notice that indicates proof of warranty. Full details shall be provided in the complete warranty document. PAINT LIMITED WARRANTY The apparatus body and pump house shall be free of blistering, peeling and any other adhesion defect caused by defective manufacturing methods or paint material selection for exterior surfaces for a prorated period of seven (7) years starting thirty (30) days after the original invoice date. Paint on the undercarriage, body interior (Line-X coating included) or aerial structure related paint if applicable, is covered only under the standard two (2) year limited warranty. CORROSION PERFORATION LIMITED WARRANTY The body exterior paint shall be warranted against corrosion perforation for a prorated period of ten (10) years starting thirty (30) days after the original invoice date. Full details shall be provided in the complete warranty document. PUMP WARRANTY The fire pump shall be warranted by Waterous for a period of five (5) years from the date of delivery to the fire department or five and one-half (5-1/2) years from the shipment date by Waterous, whichever period expires first. Full details shall be provided in the complete warranty document. LADDER BELTS Four (4) Gemtor 531 series ladder/escape belts shall be supplied with the apparatus. Each belt is made of specially woven, high strength nylon webbing. Lock stitched with high tenacity nylon thread and features a 3" wide buckle strap and 5" wide body pad. There shall be one (1) medium, two (2) large and one (1) extra-large belt supplied with the apparatus.

471

June 16, 2020

RE – City of Princeton, TX Fire Department - Municipal Finance Quote

REV Financial Services is pleased to present the following proposal for Municipal Lease Purchase Financing Options described below:

PROPOSAL:

LESSEE: City of Princeton, TX

PROPERTY: Spartan 75' Rear Mount Quint ($757,000 + $25,000 of Equipment)

EXPIRATION: July 13, 2020

INDEX: INDEXED TO Like Term SWAP Rate – Rates subject to change

FINANCE QUOTE: Finance Amount Rate Payments Factor Pmts / Year Term Adv. / Arr.

$0 Payments Down $ 782,000.00 2.42% $ 88,997.13 0.113807072 1 10 years Arrears

FINANCING: This is a tax-exempt, municipal government lease purchase with the title to the property passing to

Lessee. This is a net lease under which, all costs, including insurance, maintenance and taxes, are paid

by Lessee for the term of the lease. Rates assume municipal/bank qualified.

NOTES: There is a $400.00 documentation fee due at closing.

APPROVAL: This proposal, until credit approved, serves as a quotation, not a commitment by Lessor to provide

credit or property. Lessor acceptance of this Proposal is subject to credit; collateral and essential use

review and approval by Lessor. The interest rate quoted herein assumes that the interest component

of the Payments is exempt from federal income tax. Lessor will provide a taxable financing proposal if

it is determined that the financing will not qualify for tax-exempt interest rates. The financing

contemplated by this proposal is subject to the execution and delivery of all appropriate documents (in

form and substance satisfactory to Lessor), including without limitation, to the extent applicable, the

Master Lease Agreement, any Schedule, financing statements, legal opinion or other documents or

agreements reasonably required by Lessor. The quoted interest rate assumes the Lessee designates

the Lease as "bank-qualified" pursuant to Section 265(b) of the Code.

Thank you for the opportunity to present this proposal. If you have any questions, please contact me at my number or e-mail

address below.

Sincerely,

Todd Stevenson

National Sales Manager

(303) 254-6350

[email protected]

www.REVgroup.com

Proposal Acceptance:

Options: 10 years (please circle)

Signed: ______________________________________

Name: _______________________________________

Title: ________________________________________

Date: ________________________________________

472

Pay # Date Payment Principal Interest

Prepayment

Balance

1 9-Jul-2021 88,997.13 70,046.01 18,951.12 N/A

2 9-Jul-2022 88,997.13 71,743.52 17,253.61 659,416.79

3 9-Jul-2023 88,997.13 73,482.16 15,514.97 583,730.16

4 9-Jul-2024 88,997.13 75,262.94 13,734.19 506,209.33

5 9-Jul-2025 88,997.13 77,086.88 11,910.25 426,809.85

6 9-Jul-2026 88,997.13 78,955.01 10,042.12 345,486.19

7 9-Jul-2027 88,997.13 80,868.42 8,128.71 262,191.71

8 9-Jul-2028 88,997.13 82,828.20 6,168.93 176,878.67

9 9-Jul-2029 88,997.13 84,835.47 4,161.66 89,498.13

10 9-Jul-2030 88,997.13 86,891.39 2,105.74 0.00

473

“The Apparatus Specialists”

Apparatus Specialists, Inc. 514 Michigan / South Houston, Texas 77587 / (713) 692-0911 / (713) 692-1591 fax

PROPOSAL Wednesday, June 10, 2020 Princeton Fire Department Chief Tom Harvey 510 Woody Dr Princeton, TX 75407 The undersigned is prepared to furnish for you, upon an order being placed by you, for final acceptance by Metro Fire Apparatus Specialists, Inc at its office in Houston, Texas the apparatus and equipment herein named and for the following prices:

One (1) Spartan 75’ Rear-Mount Aerial on a Metro Star Chassis and equipment as specified:

TOTAL $757,000.00 Includes Painting the Cab Roof Princeton FD Blue

No State, Federal or local taxes included

The apparatus and equipment are to be supplied and shipped in accordance with the specifications and approvals by the Princeton Fire Department. Delays due to strikes, war or other causes beyond our control not preventing, within 90 calendar days after receipt of a signed change order A. The completed apparatus will be delivered to you at:

Princeton Fire Department

Princeton, Texas The specifications herein contained shall form a part of the final contract, and are subject to changes desired by the Princeton Fire Department. The proposal specifications are supplied for construction purposes. Any additions and/or changes to the enclosed specifications shall be generated and/or approved by the Princeton Fire Department, and accepted by Metro Fire Apparatus Specialists, Inc. Unless accepted within 45 days from this date, Metro Fire Apparatus Specialists, Inc. reserves the right to withdraw this proposal.

TERMS: By Brian Cudaback Brian Cudaback – Apparatus Manager Payment due upon delivery and acceptance of completed apparatus.

474

City of Princeton Resolution No. __________ Page 1 of 2


RESOLUTION NO. __2020-06-22-R-01_______

A RESOLUTION DIRECTING CALCULATION OF THE VOTER-APPROVAL TAX RATE IN THE MANNER OF A SPECIAL TAXING UNIT UNDER THE DISASTER PROVISIONS OF TEXAS TAX CODE §26.04 AND DESIGNATING THE CITY MANAGER TO ACCOMPLISH SAME.

WHEREAS, beginning in December 2019, a novel coronavirus, now designated COVID-19, has spread throughout the world and has now been declared a global pandemic by the World Health Organization;

WHEREAS, effective March 13, 2020, United States President Donald Trump declared a national emergency concerning the COVID-19 outbreak; and also effective March 13, 2020, Governor Greg Abbott declared a state of disaster for Texas; and

WHEREAS, effective March 16, 2020, Collin County Judge Chris Hill issued a disaster declaration for the entirety of Collin County; followed on March 17, 2020 by Mayor of Princeton’s Declaration of Disaster and Public Health Emergency; and;

WHEREAS, Section 26.04(c-1) of the Texas Tax Code provides that the governing body of a taxing unit located in an area declared to be a disaster area by the Governor or by the president of the United States during the current tax year may direct a designated employee of the City to calculate the voter-approval tax rate applicable to the City as if it were a special taxing unit;

WHEREAS, with the COVID-19 disaster affecting the entirety of the City of Princeton, its City Council has investigated and determined it is in the best interests of the City and its residents to use the powers provided by the Texas Legislature to avoid the necessity of an automatic tax rate approval election soon in close proximity to the COVID-19 public health disaster;

NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PRINCETON, TEXAS:

Section 1. That the City Manager of Princeton, Texas shall serve as the designated employee of the City for purposes of Texas Tax Code § 26.04(c-1).

Section 2. The City Manager is hereby authorized to exercise any and all options available for declared disaster areas in accordance with the Texas Reform and Transparency Act of 2019 (Senate Bill 2) to ensure the continued financial health of the City, and shall calculate the applicable tax rates in the manner provided for a special taxing unit as provided by Texas Tax Code § 26.04(c-1).

475

City of Princeton Resolution No. __________ Page 2 of 2

Section 3. This resolution shall take effect immediately from and after its passage and execution by the Mayor, and is accordingly so resolved, and the budget officer of the City is authorized to take other necessary actions to accomplish the objectives set forth in this resolution.

PASSED AND APPROVED by a majority of the full membership of the City Council of the City of Princeton, Texas this the ____ day of __________________, 2020.

ATTEST:

_____________________________ Tabatha Monk, City Secretary

ATTEST:

________________________________ Mayor John-Mark Caldwell

476

FP20171413– Final Plat – a 20.443 acre tract of land situated in the Sarah D. Terry Survey, Abstract No. 890, City of Princeton, Collin County, Texas – Harper Springs Home, LLC, Applicant – Bannister Engineering., Engineer/Representative. STAFF REPORT I. SITE DATA

SITE DATA Existing Zoning: SF-2 Existing use: Single Family Lot Size: 20.443 Acres Direction Zoning Existing Land Use

North N/A Agricultural East N/A Agricultural

South N/A Agricultural West AG Commercial

City of Princeton P&Z and City Council Staff

Report

477

REQUEST Applicant requests Commission recommend approval of final plat submittal to the City Council. Request is for subdivision of 78 Singly Family Lots, 1 Open Space/Park Lot and 1 Lift Station Lot. II. PROCESS (b) Standards for approval. No final plat shall be approved by the director, the commission or the council unless the following standards have been met:

(1) The plat substantially conforms to the preliminary plat. (2) Required public improvements have been constructed and accepted or a development agreement has been accepted by the city council providing for the subsequent completion of improvements. (3) The plat conforms to applicable zoning and other regulations. (4) Provision has been made for adequate public facilities under the terms of this chapter. (5) The plat meets all other requirements of this chapter.

The commission shall recommend, and the city council shall approve a plat if:

(1) It conforms to the general plan of the city and its current and future streets, alleys, parks, playgrounds, and public utility facilities; (2) It conforms to the general plan for the extension of the city and its roads, streets, and public highways within the city and its ETJ, taking into account access to and extension of sewer and water mains and the instrumentalities of public utilities; (3) A bond required under V.T.C.A., Local Government Code § 212.0106, as amended, if applicable, is filed with the city; and (4) It conforms to these regulations.

(c) Approval procedure. After administrative review of the final plat, and a determination made that all technical requirements of these regulations are satisfied, the director shall file the final plat, and place the final plat for consideration and action on the agenda of a public meeting of the commission. Minor plats may be approved by the director or referred to the commission in accordance with section 35-4(b). In the event of disapproval, reasons for disapproval shall be stated. Major plats can only be approved by the city council, after review by the director and consideration and action (or inaction) by the commission. One copy of the final subdivision plat shall be returned to the applicant with the date of approval or disapproval noted on the final plat, and, if the final plat is disapproved, the reasons for disapproval accompanying the final plat. The final plat shall be approved if it satisfies the requisites set forth in subsection (b) above.

The Commission has the following options: 1. Recommend Approval to City Council of Final Plat FP20171413

2. Recommend Denial to City Council of Final Plat FP20171413

III. REVIEW HISTORY Body: Petition: Action: Date: Planning & Zoning Commission

Final Plat Meeting before the commission June 15, 2020

City Council Final Plat Meeting before the City Council July 13, 2020 478

IV. STAFF RECOMMENDATION Recommend Approval of Final Plat FP20171413 The proposed subdivision has been reviewed by City Staff & City Engineers and the proposal is in general conformance with applicable City Ordinances.

________________________________________________ Shawn Fort, Director of Development Services

479

kimley-horn.com 260 East Davis Street, Suite 100, McKinney, TX 75069 469.301.2580

June 16, 2020

Via Email to:

[email protected]

Shawn Fort, CFM, Director of Development Services

City of Princeton

123 W. Princeton Drive Princeton, TX 75407

RE: Recommendation of Acceptance Letter Morning Ridge Phase 1

KHA No. 064551073

Dear Shawn:

Representatives from the City of Princeton have verified that the Preliminary Walk-through punch list

items of letter dated May 4, 2020, have been adequately addressed and we recommend acceptance of the project.

The maintenance period for this project will begin upon approval of the Final Plat by the City of Princeton.

Please provide copies of the maintenance bonds for our records.

Should you have any questions or comments please do not hesitate to contact me.

Sincerely,

KIMLEY-HORN AND ASSOCIATES, INC.

Joseph E. Helmberger, P.E.

480

mailto:[email protected]

LOT 32

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MINNIE PITTS CHAMP, TRUSTEE

VOLUME 5429, PAGE 4721

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TICKEY CREEK ADDITION

INSTRUMENT NO. 20151222010004650

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UNITED STATES OF AMERICA

OVERFLOW EASEMENT


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HARPER SPRINGS HOMES, LLC, A TEXAS LIMITED LIABILITY

COMPANY INSTRUMENT NUMBER 20171101001461750

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-

W

A

Y

A

B

R

A

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A

M

D

R

IV

E

5

0

' R

IG

H

T

-O

F

-W

A

Y

ASH

ER

DRIVE

50' RIG

HT-O

F-W

AY

SABIN

A

DRIVE

50' RIG

HT-O

F-W

AY

PATRICIA

DRIVE

50' RIG

HT-O

F-W

AY

CH

RISTIN

A

DRIVE

50' RIG

HT-O

F-W

AY

MICH

AEL

DRIVE

50' RIG

HT-O

F-W

AY

N89° 08' 03"W

196.39'

C

1

3

C

1

2

N89° 08' 03"W

51.17'

N89° 08' 03"W

89.71'

C

1

1

C

1

0

N1° 06' 52"E

240.28'

N1° 06' 52"E

95.29'

S89° 08' 01"E

158.70'

N1° 06' 52"E

49.96'

N89° 08' 03"W

194.13'

C

1

8

C

1

6

C

1

5

N89° 08' 03"W

317.81'

N89° 08' 03"W

125.76'

L

1

0

N

1

0

°

0

9

' 5

7

"

W

8

6

.1

1

'

C

1

7

L9

N1° 06' 52"E

181.53'

C

1

4

L

8

PRINCETON INDEPENDENT

SCHOOL DISTRICT

INSTRUMENT NUMBER

20060920001356730

O.P.R.C.C.T.

COUNTY ROAD 447

RIGHT-OF-WAY


INSTRUMENT NUMBER

98-0028231

R.P.R.C.C.T.

HARPER

SPRINGS

PLACE

80' RIGHT-OF-WAY

109.79'

109.84'

55.00'

89.74'

N44° 08' 57"E

27.93'

55.93'

S01° 05' 33"W

109.95'

50.86'

14.14'

109.89'

65.00'65.01'

109.74'

55.00'

55.00'

S01° 05' 33"W

109.69'

111.13'

8.66'

C74

116.72'

C75

126.62'

C

7

6

141.03'

C

7

7

55.00'

58.07'

55.00'

C

7

8

47.16'

C83

N89° 11' 02"W

148.55'

C

7

9

C

8

0

C

8

1

C

8

2

S00° 39' 38"W

58.00'

5

9

.0

5

'

68.45'55.47'

S01° 06' 52"W

115.92'

18.17'

C

8

8

C

8

9

C

9

0

C91

118.23'

C92

50.56'

S01° 06' 52"W

118.03'

55.47'

55.47'

91.18'

C94

62.99'

37.88'

C

9

3

C

9

5

C

9

6

N89° 20' 22"W

126.41'

C

9

7

C

9

9

C

1

0

0

132.41'

3.21'

C101

40.49'

111.45'

3.24'

55.00'

S89° 24' 37"E 109.69'

65.00'

S89° 24' 37"E 69.60'

S50° 30' 03"E 50.75'

S01° 06' 52"W 13.14'

S23° 10' 57"W 50.67'

N89° 10' 02"W 90.96'

60.00'

62.66'

46.42'

C

7

3

C

2

8

S01° 06' 52"W

130.01'

C

2

9

112.59'

55.16'N89° 08' 03"W

55.16'

C30

23.21'

110.00'

110.00'

55.16'

55.16'

55.16'

55.16'

110.00'

7.35'

C31

110.53'

C70

7.82'

C

6

8

C

3

2

112.44'

115.94'

C

6

6

C

3

3

C

6

4

C

3

4

C

3

5

120.81'

C

3

6

118.88'

C

6

0

C

6

2

C

5

8

C

3

7

115.99'

113.76'

C

5

6

C

3

8

C

5

4

C

3

9

112.10'

C

4

0

110.95'

C

5

2

C50

C41

110.26'

C48

C42

C43

53.46'

110.00'

52.98'

C47

N89° 08' 03"W

55.16'

55.16'

S01° 06' 52"W

110.00'

84.89'

62.66'

37.55'

C

4

4

85.11'

C

4

5

37.77'

N01° 06' 52"E 110.00'

55.16'

110.00'

51.42'

C46

110.01'

C49

110.43'

C

5

1

111.42'

C

5

3

113.03'

C

5

5

115.33'

C

5

7

118.46'

C

5

9

C

6

1

121.53'

C

6

3

117.73'

C

6

5

114.16'

C

6

7

111.79'

C

6

9

110.43'

C71

9.39'

110.00'

55.16'

110.00'

55.16'

110.00'

55.16'

110.00'

55.16'

N01° 06' 52"E

110.00'

37.55'

C

7

2

84.89'

C

2

6

56.88'

N42° 02' 22"W

27.79'

42.54'

S89° 08' 02"E

100.79'

59.60'

59.60'

100.82'

34.14'

60.00'

102.52'

C25

C

2

4

62.50'

121.49'

C

2

3

62.50'

S89° 08' 02"E

135.08'

C

2

2

C

2

1

60.00'

107.22'

C

2

0

60.00'

100.00'

6.63'

60.50'

100.02'

53.54'

C159

N89° 08' 03"W 100.09'

61.23'

C

1

9

TEXAS UTILITIES COMPANY

EASEMENT & R.O.W.



R.P.R.C.C.T.

S89° 20' 22"E 149.27'

S89° 20' 22"E 148.60'

55.47'

N01° 05' 33"E 160.16'

A

OPEN SPACE / PARK AREA

S

O

P

H

IE

D

R

IV

E

5

0

' R

IG

H

T

-O

F

-W

A

Y

18.05'

ACCESS EASEMENT

INSTRUMENT NUMBER

20171101001461780

AMENDED IN

INSTRUMENT NUMBER

20171205001608390

O.P.R.C.C.T.

N01° 06' 52"E 159.68'

N00° 34' 43"E 85.13'

N

2

1

°

5

9

'

5

8

"

W

5

9

.

4

7

'

N00° 05' 04"E 115.96'

CITY OF PRINCETON

COLLIN COUNTY

CITY OF PRINCETON

COLLIN COUNTY

CITY O

F PRIN

CETO

N

CO

LLIN

CO

UN

TY

CITY LIM

ITS LIN

E

CITY LIMITS LINE

CITY LIMITS LINE

CITY LIM

ITS LIN

E

C

I

T

Y

O

F

P

R

I

N

C

E

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Y

C

I

T

Y

L

I

M

I

T

S

L

I

N

E

PRINCETON INDEPENDENT

SCHOOL DISTRICT

INSTRUMENT NUMBER

20170823001128270

O.P.R.C.C.T.

ZONING: SF-2

ZONING: SF-2

CITY OF PRINCETON

(NO DOCUMENT FOUND)

F

N

1

6

°

0

0

'

4

0

"

E

1

3

2

.

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'

N

6

6

°

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4

'

0

3

"

W

1

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3

.

0

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N

2

3

°

1

0

'

5

7

"

E

1

9

5

.

0

0

'

S

8

3

° 2

4

' 0

3

"E

1

4

0

.0

0

' N01° 52' 03"W

195.00'

N

2

8

°

1

6

'

5

7

"

E

4

3

8

.

0

0

'

FLOODPLAIN AREA:

2.036 ACRES OR

88,690 SQUARE FEET

FLOODPLAIN AREA:

2.470 ACRES OR

107,605 SQUARE FEET

36.58'29.89'

65.53'

30.00'

30.00'

60.00'

LOT 17

LOT 17

LOT 15

LOT 13

LOT 11

LOT 9

LOT 7

LOT 7

LOT 8

LOT 9

LOT 10

LOT 11

LOT 13

LOT 12

LOT 14

LOT 35

LOT 36

LOT 3

LOT 35

LOT 7

LOT 6

LOT 5

LOT 4

LOT 3

LOT 10

LOT 17

LOT 16

LOT 16

LOT 15

LOT 17

LOT 14

LOT 13

LOT 12

LOT 25

N89° 24' 14"W

110.25'

C

9

8

170.47'

C

8

6

LOT 15

C

8

4

LOT 14

N89° 11' 02"W

148.55'

S89° 11' 02"E

120.85'

C

8

5

LOT 16

N89° 20' 22"W

138.18'

8.78'

C

8

7

86.43'

99.32'

N00° 39' 38"E

68.35'

20.00'

COUNTY ROAD 447

RIGHT-OF-WAY DEDICATION

(SHADED)

17,804 SQUARE FEET

OR 0.409 ACRE

D

20.00'

LOT 19

IRS

N40° 17' 15"E

26.15'

ZONE SF2

N

5

0

°

3

0

'

0

3

"

W

2

0

3

.

0

9

'

LOT 36

LIFT STATION

15' UTILITY EASEMENT

(BY SEPARATE

INSTRUMENT)

C27

COUNTY ROAD 447

RIGHT-OF-WAY DEDICATION

(SHADED)

17,804 SQUARE FEET

OR 0.409 ACRE

LOT 1

LOT 2

S23° 10' 57"W 54.06'

N89° 10' 02"W 70.65'

50.00'

LOT 46

OPEN SPACE / PARK AREA

10' UTILLITY EASEMENT

(BY THIS PLAT)

P

H

A

S

E

1

F

U

T

U

R

E

P

H

A

S

E

2

FUTURE PHASE 2

FUTURE PHASE 3

FUTURE PHASE 2

FUTURE PHASE 3

S46° 06' 52"W 41.21'

S43° 53' 08"E 15.00'

N46° 06' 52"E 35.00'

N88° 54' 49"W 101.62'

S88° 54' 49"E 107.84'


(BY THIS PLAT)

REMAINDER OF

HARPER SPRINGS HOMES,

LLC, A TEXAS LIMITED

LIABILITY COMPANY

INSTRUMENT NUMBER

20171205001608360

O.P.R.C.C.T.

S02° 40' 57"W 54.99'

S

6

5

°

5

9

'

5

7

"

W

1

3

0

.

9

8

'

S35° 11' 57"W 66.99'

S

4

7

°

5

2

'

0

3

"

E

2

3

4

.

9

6

'

N74° 12' 57"E 62.99'

S30° 51' 03"E 73.99'

S

1

9

°

4

0

'

5

7

"

W

1

1

0

.

9

8

'

S00° 18' 57"W 57.39'

N89° 24' 18"W 696.30'

N89° 11' 02"W 986.92'

N01° 05' 33"E 701.71'

C

9

L5

L6

L7

L1

C

1

L2

L3

C

2

L4

S88° 53' 08"E 50.00'

S01° 06' 52"W

335.57'

C

3

S89° 08' 03"E 39.93'

C

4

S89° 27' 53"E 50.00'

C

5

C

6

C

7

S89° 08' 03"E 146.65'

C

8

S88° 09' 46"E 50.00'

S01° 11' 12"W 29.94'

S89° 10' 02"E 110.00'

N85° 44' 49"E 177.5

5'

S31° 33' 03"E 51.99'

FEMA ZONE "A"

(HATCHED)

IRF

PLACE OF

BEGINNING

IRS

REMAINDER OF

MILLARD B. RICE

INSTRUMENT NUMBER

20121228001652010

O.P.R.C.C.T.

IRS

IRS

IRF

DEED

LIN

E

D

E

E

D

L

I

N

E

38.01'

5' SCREEN WALL &

LANDSCAPE EASEMENT

(BY THIS PLAT)

110.01'

60.50'

60.50'

44.92'

65.52'

56.84'

S1° 06' 52"W

218.87'

L=6.31'

S1° 06' 52"W

270.00'

S1° 06' 52"W

42.85'

15' x 20' DRAINAGE EASEMENT

INSTRUMENT NUMBER

20181005001248590

O.P.R.C.C.T.

5' MAINTENANCE EASEMENT

(BY THIS PLAT)


(BY THIS PLAT)


(BY THIS PLAT)


(BY THIS PLAT)


(BY THIS PLAT)

RIGHT-OF-WAY

INSTRUMENT

NUMBER

20190927001202570

O.P.R.C.C.T.

MINIMUM FINISHED

FLOOR: 518.10'

MINIMUM FINISHED

FLOOR: 517.50'

MINIMUM FINISHED

FLOOR: 517.40'

MINIMUM FINISHED

FLOOR: 517.40'

MINIMUM FINISHED

FLOOR: 517.40'

MINIMUM FINISHED

FLOOR: 517.40'

5' MAINTENANCE

EASEMENT

(BY THIS PLAT)

5' MAINTENANCE

EASEMENT

(BY THIS PLAT)

100-YEAR FLOODPLAIN

AFTER DEVELOPMENT

100-YEAR FLOODPLAIN

AFTER DEVELOPMENT

100-YEAR FLOODPLAIN

AFTER DEVELOPMENT

10' U.E.

10' U.E.

10' U.E.

10' U.E.

10' U.E.

10' U.E.

10' U.E.

10' U.E.

5'


(BY THIS PLAT)

62.13'

55.00'

75.00'65.00'

65.00'

65.01'

55.00'

55.00'

55.00'

55.00'

55.00'55.00'

159.69'

55.00'

5

6

.

2

2

'

52.00'

33.13'

57.75'

5'

5'

S50° 16' 51"E 39.81'

5'

110.00'

99.79'

98.15'

98.10'

1.82'

5.66'

118.41'

5' MAINTENANCE

EASEMENT

(BY THIS PLAT)

1.83'

173.05'

FINAL PLAT

MORNING RIDGE PHASE 1

20.433 acres (890,068 square feet) out of the

Sarah D. Terry Survey, Abstract Number 890

City of Princeton, Collin County, Texas

80 Lots

78 Lots Residential, 1 Lot Open Space/Park,

1 Lot Lift Station

Zoned: SF2 (Single Family Residential)

Preparation Date: May 2020

SHEET 1 OF 3

ENGINEER / SURVEYOR:

BANNISTER ENGINEERING, LLC

240 NORTH MITCHELL ROAD

MANSFIELD, TEXAS 76063

CONTACT: MICHAEL DAVIS, RPLS

PHONE: 817-842-2094

[email protected]

B A N N I S T E R E N G I N E E R I N G

240 North Mitchell Road Mansfield, TX 76063 817.842.2094 817.842.2095 fax

TBPLS REGISTRATION NO. 10193823

VICINITY MAPSCALE: 1" = 1000'

PRINCETON, TEXAS

CHRISTI

T

I

C

K

E

Y

C

r

e

e

k

SITE

447

398

447

LEGEND

OWNER / DEVELOPER:

GARY CAVENDER, PRESIDENTHARPER SPRINGS HOMES LLC2300 MATLOCK ROAD, SUITE 5MANSFIELD, TX 76063OFFICE: 817-473-7800FAX: [email protected]

483

AutoCAD SHX Text

PROJECT NO.: 999-17-124

AutoCAD SHX Text

N

AutoCAD SHX Text

N

AutoCAD SHX Text

1 inch = ft.

AutoCAD SHX Text

( IN FEET )

AutoCAD SHX Text

GRAPHIC SCALE

AutoCAD SHX Text

0

AutoCAD SHX Text

60

AutoCAD SHX Text

60

AutoCAD SHX Text

120

AutoCAD SHX Text

60

AutoCAD SHX Text

30

AutoCAD SHX Text

D.R.C.C.T.

AutoCAD SHX Text

DEED RECORDS

AutoCAD SHX Text

COLLIN COUNTY, TEXAS

AutoCAD SHX Text

R.P.R.C.C.T.

AutoCAD SHX Text

REAL PROPERTY RECORDS

AutoCAD SHX Text


AutoCAD SHX Text

P.R.C.C.T.

AutoCAD SHX Text

PLAT RECORDS

AutoCAD SHX Text


AutoCAD SHX Text

O.P.R.C.C.T.

AutoCAD SHX Text

OFFICIAL PUBLIC RECORDS

AutoCAD SHX Text


AutoCAD SHX Text

R50.00-RADIUS

AutoCAD SHX Text

U.E.

AutoCAD SHX Text

UTILITY EASEMENT




General Notes:

1. All bearings shown herein are based upon the Texas State Plane Coordinate System, NAD83 (CORS), Texas NorthCentral Zone (4202). Based on City of Mansfield GPS Monument Number 11-07. All distances shown herein aresurface distances.

2. Notice: Selling a portion of any lot in this addition by metes and bounds is a violation of state law and City Ordinanceand is subject to penalties imposed by law.

3. According to surveyor's interpretation of information shown on the National Flood Insurance Program (NFIP) “FloodInsurance Rate Map” (FIRM), Community Panel No. 48085C0295J, dated June 2, 2009. The property appears to lie withinZone “X” defined as "Areas determined to be outside the 0.2% annual chance floodplain" and no part of the subjectproperty lies within a “Special Flood Hazard Area (SFHA) inundated by 100-year flood” zone as defined by theU.S. Department of Housing and Urban Development, Federal Insurance Administration, or the Federal EmergencyManagement Agency.

The above referenced “FIRM” map is for use in administering the “NFIP”; it does not necessarily show all areas subjectto flooding, particularly from local sources of small size, which could be flooded by severe, concentrated rainfall coupledwith inadequate local drainage systems. There may be other streams, creeks, low areas, drainage systems or othersurface or subsurface conditions existing on or near the subject property which are not studied or addressed as a partof the “NFIP”.

4. All iron rods found (IRF) and all iron rods set (IRS) are 5/8-inch with a plastic cap stamped “RPLS 4838”. All found

monuments shown hereon are deemed to be controlling monuments.

5. All lot corners (Original Monumentation) shall be iron rods set (IRS) are 5/8-inch with a red plastic cap

stamped “RPLS 4838”.

6. All lots meet the requirements for either SF-1 or SF-2 zoning category.

7. SOURCE BENCHMARK: PK Nail found in County Road 477, South of County Road 400, for the Southeast corner of

Princeton Junction Addition Phase 1.

Elevation = 544.79'

8. Lot 36 (Lift Station) will be dedicated to the City of Princeton upon filing this plat.

SURVEYOR'S CERTIFICATION:

This is to certify that I, Michael Dan Davis, Registered Professional Land Surveyor Number 4838, State of Texas, have plattedthe above described subdivision from an actual survey on the ground, and that all lot corners, angle points and points of curvehave been properly marked on the ground, and that this plat correctly represents that survey made by me or under my directsupervision.

__________________________________________________

Michael Dan Davis DATE:Registered Professional Land Surveyor No. 4838BANNISTER ENGINEERING, LLCT.B.P.L.S. REGISTRATION NO. 10193823240 NORTH MITCHELL ROAD


Office (817) 842-2094

STATE OF TEXAS §COUNTY OF TARRANT §

BEFORE ME, the undersigned authority, on this day personally appeared Michael Dan Davis, Registered Professional Land Surveyor,known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same

for the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the ______ day of ___________________________, 2020.

__________ _________________________________________

Notary Public, The State of Texas

MICHAEL DAN DAVIS4838

ST

ATEOF TEXAS

LAND SURVEYO

R

RE

GI S T E R

E

D

PR

OFE S S I O

N

AL

PRELIMINARY NOT TO BE

RECORDED FOR ANY PURPOSE

P

R

E

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OWNER'S CERTIFICATE AND DEDICATION

State of Texas §

County of Collin §

Whereas, Harper Springs Homes LLC, owners of a 20.433 acres (890,068 square feet) of land situated in the Sarah D. Terry Survey, Abstract Number 890, Collin County, Texas; said 20.433 acres (890,068 square

feet) of land being all of that certain tract of land described as Phase 1 in a Special Warranty Deed to Harper Springs Homes LLC (hereinafter referred to as Phase 1), as recorded in Instrument Number

20171101001461750, Official Public Records, Collin County, Texas (O.P.R.C.C.T.), said 20.433 acres (890,068 square feet) of land being a portion of that certain tract of land described in a Special Warranty Deed

with Vendor's Lien to Harper Springs Homes LLC (hereinafter referred to as Harper Springs Homes tract), as recorded in Instrument Number 20171101001461760, O.P.R.C.C.T.; said 20.433 acres (890,068 square

feet) of land being more particularly described, by metes and bounds, as follows:

BEGINNING at a five-eighths inch iron rod with plastic cap stamped "RPLS 4838" found for a Southwest corner of said Harper Springs Homes tract, same being the South corner of the remainder of that certain

tract of land described in a deed to Millard B. Rice (hereinafter referred to as Rice tract), as recorded in Instrument Number 20121228001652010, O.P.R.C.C.T., same being in the existing East right-of-way line of

County Road 447 (Variable width right-of-way);

THENCE North 01 degree 05 minutes 34 seconds East, with the common line between said Harper Springs Homes tract and said Rice tract, a distance of 53.26 feet to a five-eighths inch rod with plastic cap

stamped "RPLS 4838" set for the to the beginning of a non-tangential curve to the right, whose long chord bears South 20 degrees 30 minutes 16 seconds East, a distance of 57.98 feet;

THENCE Southeasterly departing the common line between said Harper Springs Homes tract and said Rice tract, and with said curve to the right, having a radius of 550.00 feet, through a central angle of 06

degrees 02 minutes 35 seconds, for an arc distance of 58.01 feet to a five-eighths inch iron rod with plastic cap stamped "RPLS 4838" set;

THENCE South 59 degrees 27 minutes 08 seconds East, a distance of 26.71 feet to a five-eighths inch rod with plastic cap stamped "RPLS 4838" set;

THENCE South 89 degrees 08 minutes 01 second East, a distance of 80.45 feet to a five-eighths inch rod with plastic cap stamped "RPLS 4838" set for the beginning of a non-tangential curve to the left, whose

long chord bears North 46 degrees 09 minutes 50 seconds East, a distance of 35.39 feet;

THENCE Northeasterly with said curve to the left, having a radius of 25.00 feet, through a central angle of 90 degrees 06 minutes 35 seconds, for an arc distance of 39.32 feet to a five-eighths inch rod with plastic

cap stamped "RPLS 4838" set;

THENCE North 01 degree 09 minutes 19 seconds East, a distance of 28.01 feet to a five-eighths inch rod with plastic cap stamped "RPLS 4838" set;


THENCE South 01 degree 06 minutes 52 seconds West, a distance of 335.57 feet to a five-eighths inch rod with plastic cap stamped "RPLS 4838" set for the beginning of a curve to the left, whose long chord bears

South 43 degrees 58 minutes 51 seconds East, a distance of 212.48 feet;

THENCE Southeasterly with said curve to the left, having a radius of 150.00 feet, through a central angle of 90 degrees 11 minutes 25 seconds, for an arc distance of 236.12 feet to a five-eighths inch rod with

plastic cap stamped "RPLS 4838" set;

THENCE South 89 degrees 08 minutes 03 seconds East, a distance of 39.93 feet to a five-eighths inch rod with plastic cap stamped "RPLS 4838" set for the beginning of a curve to the left, whose long chord bears

North 46 degrees 04 minutes 22 seconds East, a distance of 35.23 feet;

THENCE Northeasterly with said curve to the left, having a radius of 25.00 feet, through a central angle of 89 degrees 35 minutes 05 seconds, for an arc distance of 39.09 feet to a five-eighths inch rod with plastic


THENCE South 89 degrees 27 minutes 53 seconds East, a distance of 50.00 feet to a five-eighths inch rod with plastic cap stamped "RPLS 4838" set for the beginning of a non-tangential curve to the left, whose

long chord bears South 44 degrees 13 minutes 40 seconds East, a distance of 35.57 feet;

THENCE Southeasterly with said curve to the left, having a radius of 25.00 feet, through a central angle of 90 degrees 41 minutes 03 seconds, for an arc distance of 39.57 feet to a five-eighths inch rod with plastic

cap stamped "RPLS 4838" set for the beginning of a curve to the left, whose long chord bears North 78 degrees 11 minutes 30 seconds East, a distance of 179.21 feet;

THENCE Northeasterly with said curve to the left, having a radius of 405.00 feet, through a central angle of 25 degrees 33 minutes 53 seconds, for an arc distance of 180.71 feet to a five-eighths inch rod with

plastic cap stamped "RPLS 4838" set for the beginning of a curve to the right, whose long chord bears North 78 degrees 08 minutes 16 seconds East, a distance of 438.45 feet;

THENCE Northeasterly with said curve to the right, having a radius of 995.00 feet, through a central angle of 25 degrees 27 minutes 23 seconds, for an arc distance of 442.08 feet to a five-eighths inch rod with

plastic cap stamped "RPLS 4838" set;

THENCE South 89 degrees 08 minutes 03 seconds East, a distance of 146.65 feet to a five-eighths inch rod with plastic cap stamped "RPLS 4838" set for the beginning of a curve to the left, whose long chord

bears North 46 degrees 21 minutes 06 seconds East, a distance of 35.05 feet;

THENCE Northeasterly with said curve to the left, having a radius of 25.00 feet, through a central angle of 89 degrees 01 minute 44 seconds, for an arc distance of 38.85 feet to a five-eighths inch rod with plastic



THENCE South 01 degree 11 minutes 12 seconds West, a distance of 29.94 feet to a five-eighths inch rod with plastic cap stamped "RPLS 4838" set;


THENCE North 85 degrees 44 minutes 49 seconds East, a distance of 177.55 feet to the Northeast corner of said Phase 1, same being the Southeast corner of said Harper Springs Homes tract, same being the

West line of that certain tract of land described in a deed to Minnie Pitts Champ, Trustee (hereinafter referred to as Champ tract), as recorded in Volume 5429, Page 4721, Deed Records, Collin County, Texas

(D.R.C.C.T.), same also being in TICKEY Creek;

THENCE with said common line between said Phase 1 and said Champ tract, same being with said TICKEY Creek for the following 9 courses:

1. South 31 degrees 33 minutes 03 seconds East, a distance of 51.99 feet;

2. South 02 degrees 40 minutes 57 seconds West, a distance of 54.99 feet;




6. North 74 degrees 12 minutes 57 seconds East, a distance of 62.99 feet;




THENCE North 89 degrees 24 minutes 18 seconds West, with the common line of said Lot 2 and said Phase 1, pass at a distance of 18.05 feet a one-half inch iron rod found, continue with said common line for a

total distance of 696.30 feet to a fence corner found for an angle point in the North line of said Lot 2, same being an angle point in the South line of said Phase 1;

THENCE North 89 degrees 11 minutes 02 seconds West, continue with the common line of said Lot 2 and said Phase 1, pass at a distance of 758.27 feet a Northwest corner of said Lot 2, same being the Northeast

corner of Lot 1 (hereinafter referred to as Lot 1), of said TICKEY Creek Addition, continue with the common line of said Lot 1 and said Phase 1, for a total distance of 986.92 feet to a five-eighths iron rod with

plastic cap stamped “RPLS 4838” found for the Southwest corner of said Phase 1, same being the Northwest corner of said Lot 1, same also being the Northeast corner of a thirty five (35) foot right-of-way

dedication of the TICKEY Creek Addition for County Road 447, same also being the Southeast corner of a right-of-way dedication for County Road 447 to the County of Collin, as recorded in Instrument

Number 94-0100328, Real Property Records, Collin County, Texas, from which a one-half inch iron rod with plastic cap stamped “RPLS 5129” found bears South 79 degrees 57 minutes 35 seconds East, a distance

of 5.02 feet;

THENCE North 01 degree 05 minutes 33 seconds East, with the common line of said Phase 1 and the existing Easterly right-of-way line of County Road 447, a distance of 701.71 feet to a five-eighths iron rod with

plastic cap stamped “RPLS 4838” found for the beginning of a curve to the left whose long chord bears North 07 degrees 10 minutes 27 seconds West, a distance of 152.39 feet;

THENCE Northerly with the common line of said Phase 1 and the existing Easterly right-of-way line of County Road 447 and with said curve to the left having a radius of 530.00 feet, through a central angle of 16

degrees 31 minutes 52 seconds, for an arc distance of 152.92 feet to a five-eighths inch iron rod with plastic cap stamped "RPLS 4838" found for corner;

THENCE South 89 degrees 13 minutes 03 seconds East, departing the common line between the Easterly right-of-way line of County Road 447 and said Phase 1, a distance of 12.05 feet to a five-eighths inch iron

rod with plastic cap stamped "RPLS 4838" found for corner;

THENCE North 00 degrees 46 minutes 57 seconds East, a distance of 25.00 feet to a five-eighths inch iron rod with plastic cap stamped "RPLS 4838" found for corner;

THENCE North 89 degrees 13 minutes 03 seconds West, a distance of 20.00 feet to the PLACE OF BEGINNING, and containing a calculated area of 20.433 acres (890,068 square feet) of land.

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENT:

That HARPER SPRINGS HOMES LLC acting by and through the undersigned authority does hereby adopt this plat designating the

herein above described property as Morning Ridge Phase 1, an addition to the City of Princeton, Collin County, Texas, and does

hereby dedicate, in fee simple, to the public use forever, the streets, alleys and public use areas as shown here, and does herein

the easements shown on the plat for the purposes indicated to the public use forever, and said dedications being free and clear of

all liens and encumbrances, except as shown here in. No buildings, fences, trees, shrubs, signs or other improvements shall be

constructed or placed upon, over or across the easements on said plat. utility Easements may also be used for the mutual use and

accommodation for all public utility desiring to use for using the same unless the easement limits the use to a particular utility or

utility, said use by public utilities being subordinate to the public's and City of Princeton's use thereof. The City of Princeton and

public utility shall have the right to remove and keep removed all or part of any buildings, fences, trees, shrubs, or other

improvements or growths which in any way endanger or interfere with the construction, maintenance or efficiency of its

respective system on any of these easements and the City of Princeton of any public utility shall at all times have the right of

ingress and egress to and from and upon any said easement for the purpose of constructing, reconstructing, inspecting, patrolling,

maintaining and adding to or removing all or part of its respective system without the necessity at any time or procuring the

permission of anyone.

HARPER SPRINGS HOMES LLC does hereby bind itself, its successors and assigns to forever warranty and defend, all an singular,

the above-described streets, alleys, easements and right unto the public, against every person whomsoever lawfully claiming or to

claim the same or any part therefor.

This plat approved subject to all platting ordinances, rules, regulations and resolutions of the City of Princeton, Texas.

WITNESS my hand at _______________________, Texas, this the ____________ day of _______________________________,

2020.

Harper Springs Homes LLC.

By: _________________________________Gary Cavender, President

STATE OF TEXAS §COUNTY OF COLLIN §

BEFORE ME, the undersigned authority, on this day personally appeared Gary Cavender, known to me to be the person whose name is

subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein

expressed, in the capacity therein stated and as the act and deed of said Partnership.

GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the ______ day of _________________, 2020.

__________ ______________________________________________

Notary Public, The State of Texas






PHONE: 817-842-2094

[email protected]

OWNER / DEVELOPER:


FINAL PLAT





80 Lots


1 Lot Lift Station



SHEET 2 OF 3

"RECOMMENDED FOR APPROVAL"

_______________________________________________

NAME: KYLE SUTTON DATE:

TITLE: Chairman, Planning and Zoning Commission

"APPROVED"

_______________________________________________

NAME: JOHN-MARK CALDWELL DATE:

TITLE: MAYOR,

CITY OF PRINCETON,TEXAS

CERTIFICATE OF COMPLETION

_______________________________________________

NAME: JOHN-MARK CALDWELL DATE:

TITLE: MAYOR,

CITY OF PRINCETON,TEXAS

The undersigned, the City Secretary of the City ofPrinceton, Texas, hereby certifies that the forgoing FinalPlat of Morning Ridge Phase 1 subdivision or addition tothe City of Princeton was submitted to the City Council onthe _____ day of ______________, 2020 and the council,by formal action, then and there accepted the dedicationof streets, alleys, parks, easements, public placed, andwater and sewer lines as shown and set forth in andupon said plat and said council further authorized themayor to note the acceptance thereof by signing hisname as hereinabove subscribed.

WITNESS MY HAND THIS _____ DAY OF ______________,2020.

_____________________________________________

NAME: TABATHA MONK DATE:

TITLE: CITY SECRETARY


484

AutoCAD SHX Text

PROJECT NO.: 999-17-124

AutoCAD SHX Text

T

AutoCAD SHX Text

S

AutoCAD SHX Text

X

AutoCAD SHX Text

A

AutoCAD SHX Text

E

LOT 1

COUNTY

ROAD 447

35' RIGHT-OF-WAY

INSTRUMENT NO.

20151222010004650

P.R.C.C.T.

FOUND 1/2" CAPPED

IRON ROD STAMPED

"RPLS 5129"

BEARS

S79°57'35"E 5.02'

FROM SW. COR.

0.8'

IRS

HARPER SPRINGS HOMES, LLC, A

TEXAS LIMITED LIABILITY COMPANY

INSTRUMENT NUMBER

20171101001461750

O.P.R.C.C.T.

Line Table

Line #

L1

L2

L3

L4

L5

L6

L7

L8

L9

L10

Length

53.26'

26.71'

80.45'

28.01'

12.05'

25.00'

20.00'

22.36'

8.47'

25.01'

Direction

N1° 05' 34"E

S59° 27' 08"E

S89° 08' 01"E

N1° 06' 52"E

S89° 13' 03"E

N0° 46' 57"E

N89° 13' 03"W

N41° 44' 16"E

N22° 27' 06"W

N79° 35' 23"E

Curve Table

Curve #

C1

C2

C3

C4

C5

C6

C7

C8

C9

C10

C11

C12

C13

C14

C15

C16

C17

C18

C19

C20

C21

C22

C23

C24

C25

C26

C27

C28

C29

C30

C31

C32

C33

C34

C35

C36

C37

C38

C39

C40

C41

C42

C43

C44

C45

C46

C47

C48

C49

C50

C51

Length

58.01'

39.32'

236.12'

39.09'

39.57'

180.71'

442.08'

38.85'

152.92'

148.58'

126.92'

191.05'

430.97'

126.68'

311.01'

118.60'

101.27'

192.41'

39.53'

53.99'

66.36'

24.67'

51.99'

65.68'

25.94'

39.16'

49.93'

29.66'

57.98'

32.08'

47.92'

56.02'

57.71'

40.51'

19.80'

59.80'

58.39'

57.28'

56.44'

55.82'

55.42'

55.21'

1.71'

39.38'

39.16'

3.75'

2.18'

55.22'

55.24'

55.49'

55.60'

Radius

550.00'

25.00'

150.00'

25.00'

25.00'

405.00'

995.00'

25.00'

530.00'

175.00'

175.00'

430.00'

970.00'

175.00'

700.00'

700.00'

500.00'

700.00'

25.00'

200.00'

200.00'

200.00'

200.00'

200.00'

200.00'

25.00'

550.00'

200.00'

200.00'

200.00'

455.00'

455.00'

455.00'

455.00'

945.00'

945.00'

945.00'

945.00'

945.00'

945.00'

945.00'

945.00'

945.00'

25.00'

25.00'

725.00'

835.00'

835.00'

725.00'

835.00'

725.00'

Delta

6°02'35"

90°06'35"

90°11'25"

89°35'05"

90°41'03"

25°33'53"

25°27'23"

89°01'44"

16°31'52"

48°38'40"

41°33'16"

25°27'24"

25°27'23"

41°28'32"

25°27'23"

9°42'28"

11°36'17"

15°44'55"

90°36'13"

15°28'01"

19°00'38"

7°04'07"

14°53'39"

18°48'59"

7°25'55"

89°45'05"

5°12'04"

8°29'44"

16°36'34"

9°11'29"

6°02'02"

7°03'14"

7°16'03"

5°06'04"

1°12'02"

3°37'33"

3°32'25"

3°28'23"

3°25'18"

3°23'04"

3°21'36"

3°20'50"

0°06'13"

90°14'54"

89°45'06"

0°17'46"

0°09'00"

3°47'20"

4°21'56"

3°48'27"

4°23'40"

Chord Direction

S20° 30' 16"E

N46° 09' 50"E

S43° 58' 51"E

N46° 04' 22"E

S44° 13' 40"E

N78° 11' 30"E

N78° 08' 16"E

N46° 21' 06"E

N7° 10' 27"W

N23° 12' 28"W

N68° 18' 26"W

S78° 08' 16"W

S78° 08' 16"W

N21° 51' 07"E

S78° 08' 16"W

S70° 15' 48"W

N15° 58' 05"W

S82° 59' 30"W

S44° 11' 05"E

S6° 37' 09"E

S23° 51' 28"E

S36° 54' 28"E

S34° 48' 36"W

S17° 57' 17"W

S4° 49' 50"W

S45° 59' 25"W

S2° 14' 36"E

S59° 02' 29"E

S71° 35' 38"E

S84° 29' 39"E

N87° 50' 56"E

N81° 18' 18"E

N74° 08' 40"E

N67° 57' 36"E

N66° 00' 35"E

N68° 25' 22"E

N72° 00' 21"E

N75° 30' 45"E

N78° 57' 36"E

N82° 21' 47"E

N85° 44' 07"E

N89° 05' 20"E

S89° 11' 09"E

S44° 00' 35"E

S45° 59' 25"W

N89° 16' 56"W

N89° 12' 32"W

S88° 49' 18"W

S88° 23' 14"W

S85° 01' 24"W

S84° 00' 26"W

Chord Length

57.98'

35.39'

212.48'

35.23'

35.57'

179.21'

438.45'

35.05'

152.39'

144.15'

124.16'

189.48'

427.43'

123.93'

308.46'

118.46'

101.10'

191.80'

35.54'

53.83'

66.06'

24.66'

51.84'

65.39'

25.92'

35.28'

49.91'

29.63'

57.77'

32.05'

47.89'

55.98'

57.67'

40.50'

19.80'

59.79'

58.38'

57.27'

56.43'

55.81'

55.41'

55.20'

1.71'

35.43'

35.28'

3.75'

2.18'

55.21'

55.23'

55.48'

55.59'

Curve Table

Curve #

C52

C53

C54

C55

C56

C57

C58

C59

C60

C61

C62

C63

C64

C65

C66

C67

C68

C69

C70

C71

C72

C73

C74

C75

C76

C77

C78

C79

C80

C81

C82

C83

C84

C85

C86

C87

C88

C89

C90

C91

C92

C93

C94

C95

C96

C97

C98

C99

C100

C101

Length

56.01'

56.31'

56.81'

57.41'

57.92'

58.96'

59.40'

34.85'

27.95'

25.75'

32.62'

59.11'

58.52'

57.42'

56.77'

56.26'

55.71'

55.54'

47.40'

45.82'

39.38'

107.59'

46.38'

55.32'

55.95'

56.94'

58.36'

49.17'

66.99'

40.09'

37.75'

40.64'

34.78'

27.57'

86.65'

88.35'

58.56'

42.10'

68.41'

55.56'

4.91'

39.38'

1.52'

49.28'

13.82'

97.17'

85.86'

22.81'

37.21'

14.67'

Radius

835.00'

725.00'

835.00'

725.00'

835.00'

725.00'

835.00'

725.00'

835.00'

675.00'

565.00'

675.00'

565.00'

675.00'

565.00'

675.00'

565.00'

675.00'

565.00'

675.00'

25.00'

150.00'

725.00'

725.00'

725.00'

725.00'

725.00'

725.00'

675.00'

25.00'

475.00'

80.00'

80.00'

50.00'

50.00'

50.00'

525.00'

25.00'

675.00'

675.00'

675.00'

25.00'

80.00'

80.00'

50.00'

50.00'

50.00'

50.00'

80.00'

80.00'

Delta

3°50'36"

4°27'01"

3°53'54"

4°32'13"

3°58'29"

4°39'33"

4°04'34"

2°45'15"

1°55'05"

2°11'09"

3°18'28"

5°01'04"

5°56'04"

4°52'27"

5°45'27"

4°46'31"

5°38'59"

4°42'50"

4°48'26"

3°53'22"

90°14'55"

41°05'51"

3°39'56"

4°22'20"

4°25'17"

4°29'59"

4°36'43"

3°53'08"

5°41'10"

91°53'16"

4°33'14"

29°06'14"

24°54'36"

31°35'26"

99°17'25"

101°14'43"

6°23'28"

96°28'59"

5°48'24"

4°42'59"

0°25'00"

90°14'54"

1°05'08"

35°17'44"

15°50'17"

111°21'45"

98°24'11"

26°08'15"

26°38'53"

10°30'19"

Chord Direction

S81° 11' 53"W

S79° 35' 06"W

S77° 19' 38"W

S75° 05' 28"W

S73° 23' 27"W

S70° 29' 35"W

S69° 21' 56"W

S66° 47' 11"W

S66° 22' 06"W

S66° 30' 09"W

S67° 03' 48"W

S70° 06' 15"W

S71° 41' 04"W

S75° 03' 00"W

S77° 31' 49"W

S79° 52' 30"W

S83° 14' 02"W

S84° 37' 10"W

S88° 27' 44"W

S88° 55' 16"W

N44° 00' 35"W

N21° 39' 47"E

N89° 01' 59"E

N85° 00' 51"E

N80° 37' 03"E

N76° 09' 25"E

N71° 36' 04"E

N67° 21' 08"E

N68° 15' 09"E

S62° 57' 38"E

S14° 44' 24"E

S2° 11' 24"W

N29° 14' 31"E

N25° 54' 06"E

N39° 32' 19"W

S40° 12' 34"W

N13° 21' 41"W

N31° 41' 04"E

N82° 49' 46"E

N88° 05' 28"E

S89° 20' 33"E

S44° 00' 35"E

S1° 03' 41"W

S19° 15' 07"W

S29° 52' 36"W

S33° 43' 26"E

S40° 52' 05"W

N21° 23' 58"W

N22° 02' 07"W

N3° 27' 31"W

Chord Length

56.00'

56.30'

56.80'

57.39'

57.91'

58.94'

59.39'

34.85'

27.95'

25.75'

32.61'

59.09'

58.49'

57.41'

56.75'

56.24'

55.69'

55.52'

47.39'

45.81'

35.43'

105.30'

46.37'

55.31'

55.93'

56.92'

58.34'

49.16'

66.96'

35.93'

37.74'

40.20'

34.51'

27.22'

76.20'

77.30'

58.53'

37.30'

68.38'

55.55'

4.91'

35.43'

1.52'

48.51'

13.78'

82.58'

75.69'

22.61'

36.87'

14.65'




DETAIL "A"

(SHEET 1 OF 5)






PHONE: 817-842-2094

[email protected]

OWNER / DEVELOPER:


FINAL PLAT





80 Lots


1 Lot Lift Station



SHEET 3 OF 3

485

AutoCAD SHX Text

PROJECT NO.: 999-17-124

FP20191239– Final Plat – a 19.542 acre tract of land situated in the Hardin Wright Survey, Abstract No. 957, City of Princeton, Collin County, Texas – Meritage Home of Texas, LLC, Applicant – Kimley-Horn and Associates, Inc., Engineer/Representative. STAFF REPORT I. SITE DATA

SITE DATA Existing Zoning: SF-2 Existing use: Single Family Lot Size: 19.542 Acres Direction Zoning Existing Land Use

North PD#17 Single Family East PD#15 Single Family

South PD#17 Single Family West PD#3 Single Family

City of Princeton P&Z and City Council Staff

Report

486

REQUEST Applicant requests Commission recommend approval of final plat submittal to the City Council. Request is for subdivision of 94 Single Family Lots. II. PROCESS (b) Standards for approval. No final plat shall be approved by the director, the commission or the council unless the following standards have been met:

(1) The plat substantially conforms to the preliminary plat. (2) Required public improvements have been constructed and accepted or a development agreement has been accepted by the city council providing for the subsequent completion of improvements. (3) The plat conforms to applicable zoning and other regulations. (4) Provision has been made for adequate public facilities under the terms of this chapter. (5) The plat meets all other requirements of this chapter.

The commission shall recommend, and the city council shall approve a plat if:

(1) It conforms to the general plan of the city and its current and future streets, alleys, parks, playgrounds, and public utility facilities; (2) It conforms to the general plan for the extension of the city and its roads, streets, and public highways within the city and its ETJ, taking into account access to and extension of sewer and water mains and the instrumentalities of public utilities; (3) A bond required under V.T.C.A., Local Government Code § 212.0106, as amended, if applicable, is filed with the city; and (4) It conforms to these regulations.

(c) Approval procedure. After administrative review of the final plat, and a determination made that all technical requirements of these regulations are satisfied, the director shall file the final plat, and place the final plat for consideration and action on the agenda of a public meeting of the commission. Minor plats may be approved by the director or referred to the commission in accordance with section 35-4(b). In the event of disapproval, reasons for disapproval shall be stated. Major plats can only be approved by the city council, after review by the director and consideration and action (or inaction) by the commission. One copy of the final subdivision plat shall be returned to the applicant with the date of approval or disapproval noted on the final plat, and, if the final plat is disapproved, the reasons for disapproval accompanying the final plat. The final plat shall be approved if it satisfies the requisites set forth in subsection (b) above.

The Commission has the following options: 1. Recommend Approval to City Council of Final Plat FP20191239 2. Recommend Denial to City Council of Final Plat FP20191239 III. REVIEW HISTORY Body: Petition: Action: Date: Planning & Zoning Commission

Final Plat Meeting before the commission June 15, 2020

City Council Final Plat Meeting before the City Council June 22, 2020 487

IV. STAFF RECOMMENDATION Recommend Approval of Final Plat FP20191239 The proposed subdivision has been reviewed by City Staff & City Engineers and the proposal is in general conformance with applicable City Ordinances.

________________________________________________ Shawn Fort, Director of Development Services

488

kimley-horn.com 260 East Davis Street, Suite 100, McKinney, TX 75069 469.301.2580

June 16, 2020

Via Email to:

[email protected]

Shawn Fort, CFM, Director of Development Services

City of Princeton

123 W. Princeton Drive Princeton, TX 75407

RE: Recommendation of Acceptance Letter Brookside Phase 2

KHA No. 064551075

Dear Shawn:

Representatives from the City of Princeton have verified that the Preliminary Walk-through punch list

items of June 9, 2020, have been adequately addressed and we recommend acceptance of the project.

The maintenance period for this project will begin upon approval of the Final Plat by the City of

Princeton.

Please provide copies of the maintenance bonds for our records.

Should you have any questions or comments please do not hesitate to contact me.

Sincerely,

KIMLEY-HORN AND ASSOCIATES, INC.

Joseph E. Helmberger, P.E.

489

mailto:[email protected]

TRACT ONE (CALLED 96.007 ACRES)

GEORGIA-TEXAS LAND AND CATTLE COMPANY, LLC

INST. NO. 20090407000407100, O.P.R.C.C.T.

1/2" IRFC

"DAA"

ALUM. DISK

FND.

2526

BLOCK C

78 9

10

11

12

13

BLOCK G

BROOKSIDE PHASE 1A


P.R.C.C.T.

10

11

BLOCK M

15

16

17

18

19

20

21

22

23

24

25

26

27

BLOCK G

18

19

20

21

2223

24

25

1X

BLOCK J

BR

OO

KS

ID

E P

HA

SE

1

B

VO

LU

ME

2

01

9, P

AG

E 6

66

P.R

.C

.C

.T

.

BROOKSIDE PHASE 1B


P.R.C.C.T.

20' S

AN

IT

AR

Y

SE

WE

R E

AS

EM

EN

T

VO

L. 4549, P

G. 460

L.R

.C

.C

.T

.

C

A

N

Y

O

N

F

A

L

L

S

A

V

E

N

U

E

MORNING DEW LANE

SH

AD

E T

RE

E

WA

Y

35' SANITARY SEWER

EASEMENT

INST. NO. 20190402000346770,

O.P.R.C.C.T.

44

43

42

41

40

39

38

37

36

35

34

33

32

31

30

29

28

27

26

25

24

23

22

21

20

19

18

17

16

15

14

13

12

11

10

9

8

7

6

5

4

3

2

1

BLOCK N

BLOCK N

BLOCK N

BLOCK N

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

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" "

" "

" "

" "

" "

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15

' B

.L

.

15

' B

.L

.

25' B.L.

25' B.L.

25' B.L.

25' B.L.

25' B.L.

25' B.L.





DEER CANYON WAY

SC

EN

IC

P

OIN

T D

RIV

E

CRYSTAL CLEAR LANE

SHADE TREE

WAY

4443

42

41

40

39

38

37

36

35

34

33

32

31

30

29

28

27

26

25

2423

39

38

37

36

35

34

33

31

30

29

14

13

27

28

8

10

26

BLOCK G

7

11

9

12

5

3

6

4

2

1

BLOCK M

BLOCK P

BLOCK P

BL

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BLOCK M

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

" "

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25

' B

.L

.

15

' B

.L

.

15

' B

.L

.

15' B

.L.

25' B.L.

25' B.L.

25' B.L.

25' B.L.

25' B.L.

25' B.L.

15

' B

.L

.

15

' B

.L

.



25' 25'

50' R

OW

25'

25'

50' R

OW

25'

25'

50' ROW

25' 25'

50' ROW

25' 25'

CA

NY

ON

F

ALLS

A

VE

NU

E

50' ROW

REMAINDER OF CALLED 146.090 ACRES

MERITAGE HOMES OF TEXAS, LLC

INST. NO. 20171221001685440, O.P.R.C.C.T.

REMAINDER OF CALLED 146.090 ACRES

MERITAGE HOMES OF TEXAS, LLC

INST. NO. 20171221001685440, O.P.R.C.C.T.



N1°02'17"E

450.01'

S88°32'32"E 1278.83'

S88°32'32"E 1276.53'

S1°27'28"W

435.37'

L10

N0°24'50"E

150.02'

150.00'

300.01'

416.89'

859.64'

14.63'

15

5

.0

3

'

285.37'

150.00'

LINE TABLE

NO.

L1

L2

L3

L4

L5

L6

L7

L8

L9

L10

BEARING

S43°45'07"E

S46°14'53"W

S43°45'07"E

N46°27'28"E

N43°32'32"W

N46°27'28"E

N42°13'27"W

S45°56'09"W

N44°03'51"W

N46°14'53"E

LENGTH

14.19'

14.09'

14.19'

14.14'

14.14'

14.14'

13.83'

14.01'

14.27'

28.18'

C1

C

2

5

0

' R

A

D

.

CURVE TABLE

NO.

C1

C2

DELTA

9°43'16"

141°15'52"

RADIUS

1000.00'

50.00'

LENGTH

169.66'

123.28'

CHORD BEARING

S06°19'06"W

S43°45'07"E

CHORD

169.46'

94.34'

CA

TA

LP

A D

RIV

E

BLOCK X

BLOCK X

1

24

1

24

6

7

8

9

10

11

12

13

14

15

16

17

P.O.B.

2" ALUM. DISK ON

3/4" IRON PIPE

FND.

N1°02'17"E

413.13'

S88°57'43"E

125.00'

N1°02'17"E

144.28'

S88°32'32"E1329.93'

S1°27'28"W

435.37'

∆=9°43'16"

R=1025.00'

L=173.91'

CB=S6°19'06"W

C=173.70'

N78°49'16"W

50.00'

N88°32'32"W1182.34'

S86°57'09"W

85.89'

N66°22'32"W

128.37'

115.00'

L

3

52.32'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'56.70'

L

4

115.00'

115

.7

7

'

L

7

70.87'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

57.60'

L

8

115.02'

115.02'

L

9

52.05'

55.00'

55.00'

55.00'

55.00'

55.00'

13.65'

3

6.3

8

'

3

5

.

7

4

'

39

.7

6

'

11.40'

44.27'

55.00'

55.00'

55.00'

55.00'

L1

52.32'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'54.50'

L

6

115.00'

115.00'

L

5

54.50'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

54.15'

L

2

115.00'

115.00'

55.00'

55.00'

55.00'

55.00'

120.53'

17.61'

55.00'55.00'

55.00'55.00'

55.00'64.32'

65.32'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'67.68'

63.23'

55.00'

55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

55.00'55.00'

66.70'

N1°27'28"E

125.00'

N1°27'28"E

125.00'

N1°27'28"E

125.00'

N1°27'28"E

125.00'

N1°27'28"E

125.00'

N1°27'28"E

125.00'

N1°27'28"E

125.00'

N1°27'28"E

125.00'

N1°27'28"E

125.00'

S88°32'32"E

55.00'

S88°32'32"E

55.00'

64.50'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

S88°32'32"E

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

55.00'

63.23'

S88°57'43"E

125.00'

S88°57'43"E

121.24'

N

5

8

°

1

5

'

3

7

"

E

1

5

2

.

1

9

'

N

1

7

°

1

8

'2

8

"

E

1

3

3

.7

3

'

N1°27'28"E

125.00'

N1°27'28"E

125.00'

S1°27'28"W

125.00'

S1°27'28"W

125.00'

S1°27'28"W

125.00'

AR

CA

DIA

F

AR

MS

P

HA

SE

9

VO

LU

ME

2019, P

AG

E 445

P.R

.C

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.

33.19'

5.00'

5' U.E.

5' U.E.

10' U

.E

.

32

50' ROW

50' ROW

50' R

OW

50' ROW

50' R

OW

50' ROW

50' ROW

50' ROW

50' R

OW

50' R

OW

50' R

OW

5

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ST

S

AV

ED

4/1/2020 8:40 A

M

GRAPHIC SCALE IN FEET

0

100 50 100 200

1" = 100' @ 24X36

NORTH

VICINITY MAP

PRINCETON

U

S

H

I

G

H

W

A

Y

3

8

0

U

S

H

IG

H

W

A

Y

3

8

0

CR 400

FM

982

CR

401

FM 1377

CR

458

Scale Drawn by

JMH1" = 100'

Checked by Date Project No. Sheet No.

KHA 03/18/2020 063451801 1 OF 1

Frisco, Texas 75034

6160 Warren Pkwy., Suite 210 Tel. No. (972) 335-3580

Fax No. (972) 335-3779FIRM # 10193822

SU

RV

EY

OR

/E

NG

IN

EE

R

NOTES:

1. According to Map No. 48085C0295 J, dated June 2, 2009, of the National Flood

Insurance Program Map, Flood Insurance Rate Map of Collin County, Texas,

Federal Emergency Management Agency, Federal Insurance Administration,

this property is located in Zone X (unshaded) and is not within a special flood

hazard area. This flood statement shall not create liability on the part of the

surveyor.

2. All corners set are monumented with a 5/8-inch iron rod with plastic cap

stamped "KHA", unless otherwise noted.

3. All bearings shown are based on grid north of the Texas Coordinate System,

NAD83, North Central Zone 4202. All dimensions shown are ground distances.

To obtain a grid distance, multiply the ground distance by the Project Combined

Factor (PCF) of 0.999851477. Vertical Datum NAVD 88.

4. Selling a portion of this addition by metes and bounds is a violation of City

Ordinance and State Law and is subject to fines and withholding of utilities and

building permits.

5. All Open Spaces and Drainage Easements to be maintained by the HOA.

FINAL PLAT

BROOKSIDE PHASE 2

94 RESIDENTIAL LOTS

BEING

19.542 ACRES

OUT OF THE

HARDIN WRIGHT SURVEY,

ABSTRACT NO. 957

CITY OF PRINCETON


MARCH 2020

OWNER:

Meritage Homes of Texas, LLC.

8840 Cypress Waters Blvd., Suite 100

Dallas, Texas 75019

Ph: (972) 580-6329

Contact: David Aughinbaugh

APPLICANT:

Kimley-Horn and Associates, Inc.

13455 Noel Road - Two Galleria

OfficeTower, Suite 700

Dallas, TX 75240

Ph: (469) 914-8720

Contact: Bryan Moody, PE

Email: [email protected]

5/8" IRON ROD W/ "KHA" CAP SET

IRON ROD WITH CAP FOUND

MAG NAIL SET

PK NAIL FOUND

IRON ROD FOUND

"X" CUT IN CONCRETE SET

"X" CUT IN CONCRETE FOUND

IRSC

IRFC

MNS

PKF

IRF

XS

XF

LEGEND

POINT OF BEGINNINGP.O.B.

P.O.C. POINT OF COMMENCING

B.L. BUILDING LINE

D.E. DRAINAGE EASEMENT

S.S.E. SANITARY SEWER EASEMENT

W.E. WATER EASEMENT

W.M.E. WALL MAINTENANCE EASEMENT

U.E. UTILITY EASEMENT

L.R.C.C.T. LAND RECORDS, COLLIN COUNTY, TEXAS

M.R.C.C.T. MAP RECORDS, COLLIN COUNTY, TEXAS

O.P.R.C.C.T. OFFICIAL PUBLIC RECORDS, COLLIN COUNTY, TEXAS

PRELIMINARY

THIS DOCUMENT SHALL

NOT BE RECORDED FOR

ANY PURPOSE AND

SHALL NOT BE USED OR

VIEWED OR RELIED

UPON AS A FINAL

SURVEY DOCUMENT

OWNER'S CERTIFICATE

STATE OF TEXAS §

COUNTY OF COLLIN §

CITY OF PRINCETON §

WHEREAS MERITAGE HOMES OF TEXAS, LLC., is the owner of the following described tract of land:

BEING a tract of land situated in the Hardin Wright Survey, Abstract No. 957, City of Princeton, Collin County,

Texas, and being a portion of a called 146.090-acre tract of land, conveyed to Meritage Homes of Texas, LLC,

in a Special Warranty Deed, recorded in Instrument No. 20171221001685440, Official Public Records, Collin

County, Texas, and being more particularly described by metes and bounds as follows:

BEGINNING at a 2-inch aluminum disk on a 3/4-inch iron pipe found for the southeast corner of Arcadia Farms

Phase 9, an Addition to the City of Princeton, Texas, according to the plat thereof recorded in Volume 2019,

Page 445, said Plat Records, and being an inner ell corner of said 146.090-acre tract, same also being the

northernmost northeast corner of Brookside Phase 1A, an Addition to the City of Princeton, Texas, according

to the plat thereof recorded in Volume 2019, Page 443, Plat Records, Collin County, Texas;

THENCE North 01°02'17" East, along the common line of said 146.090-acre tract and said 114.568-acre

tract, a distance of 413.13 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set for corner;

THENCE in an easterly direction, departing said common line and crossing said 146.090-acre tract the

following courses and distances:

South 88°57'43" East, a distance of 125.00 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set

for corner;

North 01°02'17" East, a distance of 144.28 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set

for corner;

South 88°32'32" East, a distance of 1329.93 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set

for corner;

South 01°27'28" West, a distance of 435.37 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set

at the beginning of a tangent curve to the right having a central angle of 9°43'16", a radius of 1025.00

feet, a chord bearing and distance of South 6°19'06" West, 173.70 feet;

In a southwesterly direction, with said curve to the right, an arc distance of 173.91 feet to a 5/8-inch iron

rod with plastic cap stamped “KHA” set for the end of said curve to the right on the northerly line of

Brookside Phase 1B, an Addition to the City of Princeton, Texas, according to the plat thereof recorded in

Volume 2019, Page 666, said Plat Records;

THENCE in a westerly direction, along the northerly line of said Brookside Phase 1B, the following courses

and distances:

North 78°49'16" West, a distance of 50.00 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set

for corner;

North 88°32'32" West, a distance of 1182.34 feet to a 5/8-inch iron rod with plastic cap

stamped “KHA” set for corner;

South 86°57'09" West, a distance of 85.89 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set

for the westernmost northwest corner of said Brookside Phase 1B, common to the easternmost northeast

corner of said Brookside Phase 1A;

THENCE North 66°22'32" West, along the northerly line of said Brookside Phase 1A, a distance of 128.37 feet

to the POINT OF BEGINNING and containing 19.542 acres (851,254 sq. ft.) of land, more or less.

SURVEYOR'S CERTIFICATE

I, Michael B. Marx, do hereby certify that I prepared this plat from an actual and accurate survey of the land,

and that the corner monuments shown thereon were properly placed under my supervision.

____________________________ ___________

Signature Date

Michael B. Marx

Registered Professional Land Surveyor #5181

Kimley-Horn and Associates, Inc.

6160 Warren Pkwy., Suite 210

Frisco, Texas 75034

(972) 335-3580

STATE OF TEXAS

COUNTY OF COLLIN

BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally

appeared Michael B. Marx, known to me to be the person whose name is subscribed to the foregoing

instrument and acknowledged to me that he executed the same for the purposes and considerations therein.

WITNESS MY HAND AND SEAL OF OFFICE THIS THE ______ DAY OF _________, 20_________.

___________________________________

Notary Public in and for the State of Texas

OWNER'S DEDICATION

KNOW ALL MEN BY THESE PRESENTS

That MERITAGE HOMES OF TEXAS, LLC, does hereby adopt this plat designating the hereinbefore

described property as BROOKSIDE PHASE 2, an Addition to the City of Princeton, Collin County, Texas, and

do hereby dedicate to the public use forever all streets, rights-of-way, alleys and easements shown thereon.

The City or any public utility shall have the right to remove and keep removed all or part of any buildings,

fences, trees, shrubs or other improvements or growths in which any way endanger or interfere with the

construction, maintenance or efficiency of its respective systems on any of these easements, and the City or

any public utility shall at all times have the right of ingress and egress to and from and upon the said easement

for the purpose of constructing, reconstructing, inspecting, and patrolling, without the necessity at any time of

procuring the permission of anyone. This plat approved subject to all platting ordinances, rules, regulations,

and resolutions of the City of Princeton, Texas.

MERITAGE HOMES OF TEXAS, LLC, an Arizona limited liability company

BY:

______________________________

David Aughinbaugh - Authorized Signatory

STATE OF ______________ §

§

COUNTY OF ____________ §

BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day

personally appeared David Aughinbaugh of Meritage Homes of Texas, LLC., an Arizona limited liability

company, known to me to be the person whose name is subscribed to the foregoing instrument and

acknowledged to me that he executed the same for the purpose and consideration therein expressed.

Given under my hand and seal of office this the ______ day of _____________________, 20______.

NOTICE

Selling a portion of this addition by metes and bounds is a violation of City

Ordinance and State Law and is subject to fines and withholding of

utilities and building permits.

"Recommended for Approval"

__________ ________________________ Date: ____________

Chairman, Planning & Zoning Commission

City of Princeton, Texas

"Approved"

__________ ________________________ Date: ____________

Mayor, City of Princeton, Texas

CERTIFICATE OF COMPLETION

"Accepted"

__________ ________________________ Date: ____________

Mayor, City of Princeton, Texas

The undersigned, the City Secretary of the City of Princeton, Texas,

hereby certifies that the foregoing final plat of the Brookside Phase 1B to the

City of Princeton was submitted to the City Council on the _______ day of

___________________ 20 ______,

and the Council, by formal action, then and there accepted the dedication of

streets, alleys, parks, easements, public places, and water and sewer lines as

shown and set forth in and upon said plat and said Council further authorized

the Mayor to note the acceptance thereof by signing his name as hereinabove

subscribed.

Witness my hand this ___________ day of ______________,

A.D. 20________

___________________________

City Secretary

City of Princeton, Texas

492