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HomeMy WebLinkAboutResolution 1969-008 RESOJJU'J'ION 698 DIRECTlt!G '1'JIE ISSUANCE OF TRINITY RIVER AUTHORITY OF TEXiìS REVENUE BONDS (HALKEl~-CALTJmJAY PROJECT), SERIES 1969-A, PRESCRIDING THE FORN AND TER1-1S OF SAID BOl'rDS; PROVIDING FOR THE SECURITY lÜ\D PAYNENT THEREOF; AND RESOI.vING o.THER HATTERS RELATING TO THE SUBJECT 0 HHERE/'.S, Tri.nity River Authority of Texas was created by Chapter 518, Acts of the 54th Legislature, as amended, under Section 59 of Article 16 of the ConDtitution of the State of Texas; and WHEREAS, the construction of Trunk Sewers, here- inafter defined, should be begun imrnediately i.n order to affürd Se'i.vage disposal services for the City of North Richland Hills, Texas, at the earliest possible date; and WHEREAS, to accomplish said purpose., reVSllUE: bonds of Trinity River Authority of Texas should be autho:r'ized; BE IT RESOLVED BY THE BOARD OF DIRECTORS OF TRINITY RIVER AUTHORITY OF TEXAS: . . AUTHORIZATION OF THE BONDS __.-" "_ _ v ...__.._...-,.___ To provide funds for the construction of the Trunk Sewers hereinafter defined, there shall be issued negotiúble bonds designated "Trinity River Authority of TexE:.s (Halker- Callm·¡ay Project) Revenue Bonds, Series 1969-A," in the amount of' $385,000. Said Bonds shall be i.ssued in the manner and \vith the security hereinafter provided. 1 \ ARTIClE I -------...---.-" DEFINl'L'1QN.Ol~ TEENS Section 1.01. In each place throughout this Resolu= ti.on wherein the folloHing terms, or any of them) are llsed) the same, unless the context shall indicate another or different meaning or intent, shall be construed and are intended to have meanings as follows: (a) "Authority" means Trinity River Authority of Texas and any other public body or agency at any time sl1cceed~ ing to the property and princip~l rights) powers, and obliga~ tions of said Authority. (b) "Resolution" means this resolution and any amendments hereto. (c) "Certified Public Ac.countant" means any certi~ fied public accountant, licensed public accountant or firm of such public accountãnts of suitable experience and quali- fications) not regularly in the employ of the. Authority) selected by the Authority. (d) "City" means t.he City of North Richland Hi.lls, Tex s. (e) "Act" means Chapter 518, Acts of the Fifty~ Fourth Legislature of the State of Texas, as amended. (f) ttTrunk Sewers" or "System" means the facilities of Authority to be constructe~ with proceeds of the Bonds for receiving) transp~rting and disposing of sewage and industrial waste originating from the City) together with such extensions) enlargements and modifications as may be feasible in th~ future and as may be ne.cessary to comply with requirements of regula- tory agencies of the State of Texas and the United States of 2 America. (g) . trBoarù of Di:cectors If or HBoardrr means the Board of Directors of the Authority. (h) frIndependent ConsultÏJ1g Engineerrr means the Engineer or engineering firm or corporation at the time employed by the Authority under the provisions of Section 5.13 of this Resolution. (i) frFiscal Yearrr means each tHelve·month period beginning December 1 of each year. (j) r~epositoryrr means the bank or banks which the Authority selects (whether Olle or more), in accordance with law, as its depositary. (k) "Contract" means the contract between the Author- ity ffi1d the City of North Richland Hills,Texas, dated as of April 18, 1969. (1) frBondH or ffBonds,r means the bonds authorized by this Resolution. (m) "Paying Agent" means The Fort Worth National Bank; Fort Worth, Texas, or its successor. ARTICLE II . FORM, EXECUTION AND DELIVERY OF BONDS Section 2.01. THE BONDSo The Trinity River Authority of Texas (Walker-Calloway Project) Revenue Bonds shall be issued in the amount of $385,000, dated April 15, 1969, numbered from 1 through 77, of the denomination of $5,000 each, and mature on April 15 in each of the years as follows: 3 YEARS AMOUNTS YEARS AMOUNTS YEARS AMOUNTS 1971 $ 5,000 1981 $10,000 1991 $15,000 1972 5,000 1982 10,000 1992 20,000 1973 5,000 1983 10,000 1993 20,000 1974 5,000 1984 10,000 1994 20,000 1975 5,000 1985 10,000 1995 20,000 1976 5,000 1986 15,000 1996 25,000 1977 5,000 1987 15,000 1997 25,000 1978 10,000 198.8 15,000 1998 25,000 , 1979 10,000 1989 15,000 1999 25,000 . 1980 10,000 1990 15,000 Section 2.02. OPTION OF PRIOR REDEMPTIONo The Bonds of this Series maturing on and after April 15" 1990, shall be optional for redemption: prior to their scheduled maturities in whole, or in part in inverse numerical order, at the option of the Authority, on April 15, 1989, or on any, interest pa~nent date thereafter for the principal amount thereof plus accrued interest to the date fixe.d for redemption. At least thirty, days before the date fixed for redemption, the Authority shall cause a written notice of such redemption to be delivered to the Paying Agent. By the date fixed for any such redemption, due provision shall be made with the Paying Agent for the payment of the principal amount of the bonds to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If the written notice of redemption is given, and if due provision for payment is made, all as provided above, the bonds which are to be so redecmed thereby automatically" shall be redeemed p'rior to maturity, and they shall not bear interest after the da'te fixed for redemption, and shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. 4 fC Section 2.03. INTEREST. The Bonds of this Series shall bear interest from their date at the following rates: (effective interest rate not to exceed 6-1/2% per annum) % per annum from April 15, 19 to April 15, 19 . -' % per annum from April 15, 19 to April 15, 19 . -- _.' % per annum from April 15, 19 to April 15, 19 . -' % per annum from April 15, 19 to April 15, 19 ~- Such interest shall be evidenced by attached coupons due October 15, 1969, and semi-annually thereafter on April 15 and October 15 of each year. The Bonds and the interest thereon shall be payable in lawful money of the United States of America, without exchange or collection charges to the holder thereof, at The Fort Worth National Bank, Fort Worth, Texas, which place shall be the paying agent for said bonds. Section 2.04. FORM 0 The Bonds, the Certificate of the Comptroller of Public Accounts to appear thereon, and the interest coupons shall be in substantially the following form: (FORM OF BOND) UNITED STATES OF AMERICA STATE OF TEXAS TRINITY RIVER AUTHORITY OF TEXAS (WALKER-CALLOWAY PROJECT) REVENUE BOND SERIES 1969-A NOo. $5,000 5 .¿ Trinity River Authority of Texas, a governmelltal agellcy and a body politic and corporate and a political subdivision of the State of Texas (herein called "Authority"), for value received hereby promises to pay to bearer, out of revenues hereinafter specified, on the 15th day of April, 19__, the sum of FIVE THOUSAND DOLLARS and to pay interest thereon at the rate of % per annum. Said interest shall be evidenced by coupons payable October 15" 1969, and semi~annually thereafter on April 15 and October 15 .of each year, until the principal shall be paid. Both principal and interest are payable in lawful money of the United States of America, upon presentation and surrender of bond or proper coupon a~ they severally become due, at The Fort Worth National Bank, Fort Worth, Texas (herein called "Paying Agent"), without exchange or collection charges to the holder hereof. The Bonds of this Series maturing on and after April 15, 1990, may be redeemed prior to their scheduled maturities, in whole, or in part in inverse numerical order, at the option of the Authority, on April 15, 1989, or on any interest payment date thereafter for the principal amount thereof plus accrued interest to the date fixed for redemption. 6 ,,' '. At least thirty clays before the date fixed for allY such redemption, the Authority shall cause a \\7ritten notice of such redemption to be delivered to the Payillg Agent. By the date fixed for any such redemption, due provision shall be made with the Paying Agent for the pay- ment of the principal amount of the Bonds to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If the written notice of redemption is delivered, and if due provision for payment is made, all as provided above, the bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for re- demption, and shall not be regarded as beillg outstanding except for the p~rpose of receiving the funds so provided for such payment. This bond is one of a duly authorized issue òf bonds of like date and tenor except as to nwnber, interest rate, maturity and right of prior redemption, numbered from 1 through 77, of the denomination of $5,000 each, aggregating $385,000, issued by Trinity River Authority of Texas for the purpose of providing funds for the constructio~.of facil- itiesfor receiving, transporting, and disposing of se~age 7 .J 'I ~~ ~j and industrial waste originating from the City of North Richland Hills, Texas, as authorized by Chapter 518, Acts of the Fifty- Fourth Legislature, as amended. As used herein, "Bonds" means the series of Bonds of which this bond is one. This issue of Bonds is auth6rized by a resolution of the Board of Directors of the Authority. Said resolution, including any amendment thereof.or supplement thereto, is herein called "Resolution." For the purpose of providing for the payment and security of this issue of Bonds, the Authority has pledged certain net revenues to be received by the Authority for sewage disposal servi.ces under a contraet with the City of r North Richland Hills, Texas. Such pledge of revenues is fully set forth in the Resolution. . The Resolution provides that, to the extent and in the manner permitted by the terms of the Resolution, the Resolution may be amended with the c~onsent of the holders of at least two=thirds in principal amount of all outstanding · Bonds, provided that no amendment shall: (a) Make any change in the maturity of the Bonds; (b) Reduce the rate of interest borne by any of the Bonds; (c) Reduce the amount of the principal payable on the Bonds; (d) Modify the. terms of payment of principal of or. interest on the Bonds, or any of them, or impose any condi.tions with respect to sllch pa.ymen.t; 8 À '. (e) Affect the rights of the holùers of less than all of the outstallding Bonds; (f)' Change the minimum percentage of the principal amount of Bonds necessary for consent to such amendment. The Resolution provides for the creation of an Interest and Sinking Fund and for the payment into said Fund of a sufficiènt amount to pay the interest on and the principal of the Bonds as the same become due and payable, and provides for the creation of a Debt Service Reserve Fund. The revenues under the Contract (other thall those for maintenance and operation) have been and are hereby pledged to alld charged with the payment of the interest on and the principal of the Bonds, without preference, prior or distinctioll as to lien or otherwise of anyone Bond over any other Bond. The date of this Bond in conformity with the resolution above mentioned is April 15, 1969. Under the terms and conditions as provj.d~d in the Resolution, the Authority reserves the right to issue comple- tion bonds, additional improvement bonds and refunding bonds which will be on a parity with the Bonds of this issue and which.will be payable from revenues under the Contract and any amendments thereto. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Texas to happen, exist and be performed precedent to and in the issuance of this issue of Bonds, the 9 II I i ! adoption of the Resolution, the making of the Contract and the pledge of said revenues and funds have happened, exist and have. been perfoymed as so requi.red. IN WITNESS lV-HEREOF, Trinity River Authority of Texas has caused this Bond to be .signed by the imprinted or lithographed facsimile signature of ihe President of the Authority and attested by dIe facsimile signature of its Secretary and the corpor~te seal of the Authority to be duly ímprE';ssed, or printed, or lithographed on this Bond, and has caused the coupons hereto attached to be executed with the facsimile signatures of said officials. ----ï;rëši~~-~ ATTEST: Secretary (FORM OF COUPON) NO. $ ON THE 15TH DAY OF . 19 .c.....o.' _-=- Trinity River Authority of Texas will pay to bearer, out of revenues specified in the Bond to which this coupon is attached (unless the Bond to which this coupon is attached shall have be.en previously called for redemption and provi~ sion for the redemption thereof made in acicordance with its terms), at The Fort Worth National Bank, Fort Worth, Texas, without exchange. or collection charges to the owner or holder hereof, the sum shown on this coupon, in lawful money of the Unit:ed States of America, for interest then due on its 10 /. Trb1ity River Authority of Texas (Walker-Calloway Project) Revenue Bond, Series 1969-A, dated April 15, 1969. numbe.red . ~--~....--.. 'Pres ident ~..-..---~.... ATTEST: ~---~ Secretary (FORM OF STATE C0l1PTROLLER' S CERTIFICATE) OFFICE OF COMPTROLLER STATE OF TEXAS I HEREBY CERTIFY that there is on file and of record in my office a certificate of the Attorney General of the Stat.e of Texas to the effect t.hat thi.s Bond has been examined by him as requi.red by 1m"" and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding special obligation of Trillity River Authority of Texas and that the Contract therein mentiolled is valid and has been approved, and said Bond has this day been registered by me. WITNESS Þri HAND and seal of office at Austin, Texas, . Comptroller of Public Accounts of the State of Texas Section 2.05. EXECUTION OF BONDSo . The Bonds and interest t~oupons shall be signed by the imprinted or litho~ graphed facsimile signature of the President of the Authority and attested by the facsimile signature of the Secretary of the Authority, and the official seal of the Authority shall be affixed thereto, or a facsimile of such seal shal1 be 11 . ¿ 'i I printed or lithographe.d thereon. . All fae.simi.le signatul:cs shall hav·c. the. same cIfee t as though they were manual. signa:' tuxes. In case any offic.e.r whose signa.tu:n?: or facs imile signature shall appear on any Bond or coupons shall cease to be such officer before the delivery of such Bonds, such signa- tu.re or facsi.mile signatu:t'e shall neverthelsBs be valid and sufficient for all purp?sés. the same. as if he had remai.ned in dffice until such delivery. Section 2.06. CONPTROI,LER U S REGISTRATION. Before the delivery of the Bonds, there shall be endorsed on each of them a certificate of registration duly executed by or on behalf of the Comptroller of Public Accounts of the State of Texas. Section 2.07. NEGOT]ABILITY. The Bonds shall constitute negotiable instruments. Nothing contained in the Bonds or in this Resolution shall affect or· impair the negotiability of the Bonds. Section 2.08.. MUTILATED OR LOST BONDS. In case any Bond shall become mutilated or destroyed or lost, the Authority may .cause to be exeiC:uted and delivered a new bond of 1i.ke date, numbe.r, maturity and tenor with appropriate interest coupons in ex(~hange and substitution for and upo~ ". the cancellation of the mutilated Bond and its interest coupons, or in lie.u of and in substitution for the Bond and its (~oupons destroyed or. lost, upon the holder's filing with the Authority evidence satisfactory to it of such destruction or loss and) if the Authority shall so require) indemnity satÏ:sf8.c.tory to i.t:, and upon pa.yi.ng all reasonahle expenses and charges in connecti.on with such exchange or substitution. 12 ARTICLE III. REVENUES A.ND APPLICATION THEREOF Section 3.0L FUNDS. There are hereby created the following funds~ (a) "Trinity River Authorit.y of Texas (lvalker- Callmvay Project) Revenue FUlld," hereinafter' called "Re \renue Fund. " This Fund shall be kept in the Depository. (b) "Trini.ty River Authority of Texas (Walker·· Calloway Project) Interest and Sinking Fund," hereinafter c.alled "Intere.st and Sinking Fund." This Fund shall be. kept with the Paying Agent.' (c) "Trinity Ri.ver Authori.ty of Texas (Walker- Calloway Project) Debt Service Reserve Fund," hereinafter called "Reserve Fund." This Fund shall be kept. 'vith t.he Paying Agent. (d) "Tri.nity River Authority of Texas (Walker-Callo·· way Proj ec"t) Administrative and ContingencyFund. It This ¥und sh~11 be kept with the Depositor~. . . (e) "Trinity River Authorit.y of Texas (Walker- Calloway Project) Construction Fund.rr This Fund shall be kept with the Depository. The Intèrest and Sinking Fund and the Reserve Fund shall constitute trust funds and be held in trust by the Paying Agent for the be.nefit of the holders of the Bonds. Se.cti.on 3.02. PAYMENTS BY CITY. AIl payments re~ ceive.d by the Authori.ty under the Contract shall be deposited 1.3 / in the Re,venue Fund and dispersed from said Fund in the manner and at the times hereinafter provided. Section 30030 MAINTENANCE AND OPERA'IIO:N EXPENSES DEFINED 0 Maintenance and Operation Expenses include the annual cost of administration, labor, power, chemicals, laboratory service, en.gineE~ring, auditing and le~gal expense and any supplies and se:r"Vi.c.~es nece,ssary for the proper operation and mai.nt€:nanc~e of the System, and the amounts required to be paid to the City of Dallas for use of its capacity in other sewage facil:itie,s of the Authority. The term does not include depreciationo Section 3.04. PAYMENT OF OPERATION EXPENSES. Payment of Maintenance and Ope.rati.on Expenses shall be. made from the Revenue Fund only upon checks stating the pur.pose. of the payment (which shall be i.n accordance with t.he Annual Budge,t as prescribed in this Resoluti.on) signed by the President of the Authority and countersigned by its Treasurer, or signed and countersigned by such officers or employees of the Authority as may from time to time be designated by resolution of the Board. Section 3005. PAYMENT OF PRINCIPAL AND INTEREST. The payment of interest on the Bonds to April 15, 1970, is pro- vided for in Section 10.02 hereof. Not less than ten (10) days prior to October 15, 1970, and not less than ten (10) days prior to each April 15 and October 15 thereafter,there shall be transferred from the Revenue Fund to the Interest and Sinking Fund sufficient money to pay the next maturing principal and interest as i.t is scheduled to come due. Section 3.06. SECURITY OF FUNDS. The Authority will cause the Depository to secure and keep secured, in the manner required by law, all funds on deposit with it, and will 14, cause. the Paying Agent to secu:cc. all funds df:posited with it: as other trust funds arC sec0réd. The Authority ~ovenants and agrees that no money will be allowed to be or remain deposited with the Paying Agent or Depositary unless secured as above provided. Sec.tion 3.07. PLEDGE. The Interest and Sinki.ng Fund, the Reserve Fund and all income hereby required to be deposited into said Funds are hereby pledged for the payment and se~urity of the Bonds. n..f. Section 3.08. ADMINISTRATIVE AND CONTINGENCY FUND. The Administrative and COlltingellcy Fund herein established shall be used for the payment, first, of the cost of annual Authority administrative overhead expense attributable to the System; second, for the maintenance of a two (2) months operating reserve for the System; and finally, for the payment of contingency operation and maintenance expenses o{ the System, including repairs and replacements, not provided for in the Annual Budget. This Fund shall be accumulated as provided in Sections 5.¡1, 6.03, 10.02. and 10.03. ARTICLE IV BUDGETS AND ACCOUNTING . SecJ.:ion 4·.01. PREPARATION OF BUDGET. Not less than forty days before the commencement of the sec:ond Fiscal Year after delivery of the Bonds herein au thorize.d and not: less than forty days before the commencement of' each Fiscal Year th€~re= after while any of the Bonds or interest thereon is outstanding and unpaid, the Authority wi.ll prepare and file wi.th the City the annual budget (herein called "Annual Budge.t") of ma.i.ntenan~e. and operating e.xpenses for the ensuing Fisca.l Yea.r, and, exeept as othenJÍ.se provided in See tion l~. 02 of thi.s Resolution) the total expendituTes in 8.ny di.vi[don thct.'E::of \,Jill nr)t Exceed the 15 ~ tot.al expenditures in the corresponding divisi.on i.n the Annual Budget. Seetion tj,. 02. AHENDl-ŒNT. The Authority covenants that the current Maintenance and Operation Expenses incurred in any Fiscal Year will not exceed the reasonable and necessary amount of such expense, and that it will not expend any amount or incur!any Obl~gat~oll for ma' t~ ", d to ' ~ ~ - ~n-2nance, repa1r, an opera~lon in excess of the amounts provided for current maintenance and operating e.xpenses in the··Annual Budget, except as pel111itted by Section 3.08 of this Resolution; providE::d, however, that if at any time the Board shall determine that the amount of the appropr~ atl"on f:or any ;t'e111 ~n. , the All11l'1::-,/,1. Budgrot r E S ... ..L.L ~_ . "', is in ex~,: :8.. of the amount which will be required for such term, the Board may by resolution reduce such appropriation and make appro= priation for any item or items not coveTed by the Annual Budget or increase the appropriation for any other item or items by an amount not exceeding the amount of such reduction; and pro= vided further, that the Board may at any time by resolution adopt an amended or supplemental budget for the remainder of the then current Fiscal Year in case of an emergency caused by some extraordinary occurrence which shall be clearly defined in such re'solution. Any such supplemental budget shall be filed immediately with the City. Seetion l~.03. ACCOUNTING Al'-."'D REPORTING. The Aut.hority covenants that proper books of. record and account will be kept in which true., full and correct entries will be made of all income, expense and transactions of and in relation to the System, and each and every part thereof. Within three, months afte,r each full Fiscal Year, a statemellt certified as correct by a Certified Public Acc.ountant showing the Gross RCc;venues and the Ma,intenanc€', 16 I I I and Operation Expenses for such Fiscal Year, shall be fu~~ nished to the original purchaser of the Bonds and to the City. Section 4.04. PUBLIC INSPECTION. The Authority further covenants and agrees that the System, and each and every part thereof, and all þòoks, . recor.ds, .a(~counts, docu= ments and vouchers relating to the construction, operation, maintenance, repair, improvemer1t: and extension thereof, will at all times be open to inspection by the Ci.ty, and the holders of Bonds and their representativeso ARTICLE V GENERAL COVENANTS Section 5.01. PAYHENT OF BONDS AND INTEREST ~ The Authority covenants and agrees that, out of pledged revenues to be received under the Contract, it "Jill duly and punet.ual1.y pay, or cause to be paid, the principal of every Bond and the interest thereon, on the date and at the place and in the manner specified in the Bonds and in the coupons thereto appertaini.ng, and that it will faithfully do and per,form and at all times fully observe any and all covenants, undertakings and provisions contained herein or in any Bondo Section 5.02. LEGAL ABILITY~ The Authority repre= sents that it is a conservation and reclamation district, and a governmental agency and body politic and corporate, duly created, or.ganized and existing under the Constitution and laws of the State of Texas and has proper authority from all other public bodies and authorities, if any, having jurisdiction thereof to construct, acquire, operate, maint8.:i.n, repair, renew and replac.e the System and fa(~ilities 17 as herein described, and to levy and collect rates) tolls, rents, fees and other charges, and to pledge its revenues in manner and form as herein done. or i:ntendec1, and that: a11 corporate action on its part to that end has been duly and validly taken. The Authority covenants and agrees that it vJill at all times maintain its corporate existence and maintain a 1awful Board of Dire(~t:ors, and at all times func- tion. and act in the best interest of the System and thE: Bondholders. . Section. 5.03. CONSTRUCTION AND OPERATION. The Authority further covenants that it wil1 forthwith proe€:ed to acquire, construct and complete the System as soon as possible in accordance with plans and E:peci.fi.cati.ons: which have been approved by its Independent Consulting Engineer, and thereafter each and eVE:ry part thereof will be. eonti.nl1~ ous1y operated by the Authority in an efficient and economical manner and will be kept in thorough repair and maintained in a high state of operating effi.ciency and in such manner that the interest of the City, the people of the State of Texas, the bondholders and the Authority will be promoted. Sect:Í-on 5.04.. SUPERINTENDENT. The Authority sha11 keep in its employ a (:~ompetent Superintendent of the. System, who, as agent of the Authority, shall use his. best effor.ts. to see that the System is properly and efficiently operated. Section 5.05. ENGI.NEERS; CONTRACTOR.S. The Authority further covenants and agrees that before entering i.nto any contra.ct for construction or for purchase of E:quipm~;nt or material in connection with the System it wi.ll pr.ocure the advic.e B.nd reeommE~ndati.on in writi.ng of t.he Independent. 18 COIJ:.E:ult:i.ng Engin.cf-::t.' concerning such c.ontract: and of the plans and specifications referred to therein; and that it wl1l follow such advice and recommendé!.ti.on. Authority shall require E~ach pE:rson, firm or côr:poration wi.th whom (or which) it may· (~ontract: for c.onstruc.tion in connec.tion with the SYE;t:em to furllish a performance. bond in the full . amount of an.y Gontrac::t and a payment bond as r.equired by law, and to carry· su(~h workrnen' s compensation or employers' liabiJ.ity insurance as may be required by law and such public liabi.lity, property damage and builders' risk insurance, if any, as may be appropriate and necessary. The Authority further covenants and agrees that the proeeeds of any such performance bond will forthwith, upon receipt of such proc.e¿d.s, be applied toward the eomplet:i.on of the. contract in connection with whi.ch such performance bond shall have been furn.ished. Section 5.06. COVENANT TO MAINTAIN SUFFICIENT INCOME, To the end that Authority income will be sufficient to pay the Bonds and the interest thereon as they beeome due, the Auth~ ority will keep in effect and ellforce the Contract, and will cause the System to be operated and mai.ntained af an annual cost that will be within its income other than the income required to pay the Bonds and the interest thereon and the fees of the Paying Agents. The.Authority will not voluntarily eonse.nt to any amendment thereto which Hould reduce the amounts payable thereunder or extend the time of the payment 'of sueh amounts or whieh would in any manner impair or adversely affect the rights of the holders of the. Bonds from time to time. If the City fails to make 19 ,\ . . payments as required by the Contract and if it shall appear that enforcement of the Contract: has become ineffective or will be ineffective to the extent that a default ill p~yment of principal of or interest on the Bonds occurs or is threatened, the Authority will take all necessary action to preserve and protect the rights of the holders of the Bonds and to assure payment of the principal thereof and the interest thereon. Section 5.07. NO OTHER LIENSo The Authority further covenants that there is not now out~tanding and that the Authority will not at any time create or allow to accrue or to exist any lien upon the System, or any part thereof, or the revenues pledged herein to the paymellt of the principal of and interest on the Bonds, at any time derived from the opera~ tion thereof, or any of its Funds, except as authorized by Article VII of this Resolution; that these6urity of the Bonds will not be i.mpaired in any way as a result of any action or any non-action on the part of the Authority, its Board of Directors or officers, or any thereof, and that the Authority has, and will, subject to the provisions he~eof, continuously preserve good and indefeasible title to the System and each and every part thereof. 20 " I I ·1 I- Section 5008. KEEP FRANCHISES AND PERt·fITS IN EFFECT. The Authority further covenan~s that nofran¿hises, permits, privileges, or easements will be allowed to lapse or be forfeited so long as the same shall be necessary for the ptoper operation of the Systemo Section 5.09. GOVERNNEN1'AL REQUIREMENTS; LIENS; CLAIMS. The Aut.h.ority c~ovenants that i.t vdll duly observe and (~omply with all vali.d requirements of any governmental authority relative to the System or any p~rt thereof, and that it will payor cause to be discharged, or will make adequate provision to satisfy an.d di.scharge, withi.n sixty (60) days after the same. shall accrue, all lawful claims and demands for labor, materials, supplies, or other objécts which if unpaid, might by law become a lien upon such System or any part thereof or the revenue there= from; provided, however, that nothing in this Section contain= ed shal1 require the Authority to payor cause to be discharged, or make provision for, any such lien or. charge, so long as the validity thereof shall be. contested in good faith and by appropriate legal proc.eedings. Section. 5.10. FURTHER ASSURANCE. The Authority covenants that it will take ~uch further action as may be required to carry out the purposes of this Resolution and to assure its validity.' 21 I I . i Section 5.11. SALE A.ND LEASE OF PROPERTY. (a) The Authority covenants that so long as the Bonds or any of them shall be outstanding, and except as in this Section othcy'Wise permitted, it will not sell, lease or otherwise dispose of or encumber any part of the System except as provided herein. The Authority may from time to time se11 any maehinery, fixtures, apparatus, .tools, instruments, or other movable property and any materials used in connection therewith, if the Authority shall determine that such articles are no longer needed or are no longer useful in connection with the operati.on and maintenanee of the Sys tern. The. Autho:ri.ty may from time to time sell such real estate that is not needed or serves no useful purposes in connection with the maintenance and operation of the System~ The proceeds of· any sale of real or personal property acquired from the proceeds of the Bonds shall be deposited in the Administrative and Contingency Fund. (b) The Authority may lease any of its lands for any purpose, if such lease or the use of such lands will not be detrimental to the operation and maintenance of the System. It may also lease any of its real property for oil, gas and mineral purposes. No lease shall be made which will result in any damage to or substanti.al diminution of the value of other property of the Authority. The rental to be charged under all such leases shall be not less than the fair and reasonable rental in relation to the character and value of 22 .11 the property leased. All rentals, revenues, receipts and royalties derived by the Authority from any and alJ. leases so made, f::hall be clüposite.d in the Revenue Fund. (e) It is covenanted and agreed by Authority that no su(~h property of any nature: shall be sold or leased by Authmcity unle.ss ~ prior to any aGtion taken by Authority con~ cerni.ng such sale or leasing, Authority shall procure the advic.e and re(~omme.ndation in writing of the Independent Consulting Erì.gi.nee.r eoneerning such proposed sale or leasing. Se(~tion 5.12. SUCCESSOR PAYING AGENT. If the Paying Agent herein named, or its successors, become unable for any reason to ae t as Paying Agent hereunder, Author.ity covenants that it will appoint a bank in the same City as the Paying Agent. initially appointed, where the Bonds and coupons may be presented and paid. Secti.on 5.13. INDEPENDENT ENGINEER" (a) The Authority covenants that, until the Bonds and the interest the.reon sha.ll have been paid or provis ion for such payment shall have been made, it will, for the purpose of performing and (~arrying out the duties imposed on the Independent Con= suIting Engineer by this Resolution, employ an indf~pe.ndent e.ngineer or engineering firm or corporation having a nation~ wide and favorable. repute for ski.ll and experience in such work. (b) The Authority covenants the.t it \l7ill at all appropriate times cause the Independent Consulting Engineer to submit and give all necessary or desirable advice and rc= commendat.Îons concerning renewals, replace.me.nts, extensions, bette.rmf:nts and improvements for the System, to the. end that 23 -' the. S:y~)tcm ~:hall be opcrated and I11aintained :in the: most: effi.= o d . {' GI.ent an' BattS' :a.r:'.t:o:r:y me,)r·H!.e:r 0 Furt:her, ·Authol:'ity shall cause . . thE: Iflc1(-:p~:rr.ðC:r!t Co;~.¿mlt1.Ilg Engir:.eer to ma.ke i.n writ.ing a full SUJ::vE:Y, r:eview and report on th.e physical condition of the. System önce. every three years, commencing two years afte.r t:"11e c~ompl€:tion of the. Systemo (e) Authority further covenants that it wi.ll cause the IndependE:nt Con.sulti.ng Engineer to to make an annual report t()¡ i.t which shall set forth such Engine.er 0 s rec...ornmendations and a.dvic.e as to (1) the prope.r maint.enance, repai.r and opE:ra= tion of the SysU::m, in(~ludill.g t:hEdr fi.ndings as to whether. or not th.f~ p:copert:I.es of the System have. beE::l1. mai.nta:i.ned in good .repai.r and sbund operating cond:i.t::i.o:n; (2) the extensions, imr~ provemf:nts, 1.'en.E:t\!als, and rep lac: emen.t s which should be made during the ensuing Fiscal Year; (3) .the amounts and types of insurance: which should be carried by the AU1::ho:t~it:y on the properties; and (ll) any revisions or changes of rates, fees and charges. The first such report shall be made one year after eompletion of the System and in each ye.ar thereaftero (d) The expense i.ncurred unde,r thi.s Section 5.13 shall ccms titute Mai.n.t.enance a-n.d Operation Expenses. ARTICLE VI INSURANCE Secti.on 6.01. INSURANCE COVERAGE. The Authority COVE;ntm.t:.'3 that it: will at all times ke.ep insu.red such of its plants, structures, buildi.ngs, stàti.ons, machinery, equi.pme.nt, a.ppa~ca.tus, pi.pelines 8.nd equipment as a.re usually i.nsure;d by (·.or:porati.OttS opera.ting li.ke properti.es, with a r.e.sponsible. InBUY:a,:n.r;:.~e company or. companies, a.gai.nst risks, ac'.('.ide.nts or 24 l" I I I easvalties aga.inst which and to the extent insuranee is usually carried by corporations operating like properties, and wiil alE:o at: all times maintain workmen's compensation insurance and insurance against public liability and property damages, in a reasonable amount ,·lith responsible insuranc;e companies; provided, however, that at any time vñ1ile any contractor engaged in. construction work shall. be fully responsi.ble thereu for, the Authority shall not be required to car~y such insurance. All such policies shall be open tÇ> the inspection of the bondholders and their representatives at all reasonable times. Section 6.02. INSURANCE PROCEEDS. In the event of any loss or damage the Authority covenants that it will reu construct or repair the destroyed or damaged portion of the property and will apply the proceeds of the insurance policies covering such loss or damage solely for that purpose. The Authority covenants that it "7ill begin such work. of rèconstruc·· tion or repair promptly after such loss or damage shall occur I and will continue and properly complete the same as expedi~ tiously as possible and will payor cause to be paid all costs and expenses in connection thcrev7ith so that the same shall be so eompleted and the property be free and clear of all mechanics' and other liens and claimso The Authority agrees that it will ". procure the advice. and recommendation in writing of the Indepénde.nt Consulting Engineer concerning such reconstruction before it is undertaken. Section 6.03. UNUSED INSURANCE PROCEEDS. Any insuranee proceeds remaining after the completion of and payment for any such reconstructioll or repair shall be deposited to the. crE::di.t: of the Administrative and Contingency Fund. 25 ./.. Ii . i A.RTICLE VII ADDITIONAL BONDS A.ND EEFUNDING BONDS Sec:t:i.orl 7.01. DEFINITIONS. For the. puxpose of- this Article Vll~ the following defi.nitions shall apply~ (a) "ComplE:t:i.on Bonds" means any bonds issued to (~omplE:tÆ~ C0Ilstrueti.on of the SYE:tem to enable' the Authority to supply Sewer. Service to the Cit:y. (b) "Improvement Bonds" mean.s bonds issued for 1· mp''''' "V" "'me''-' ,~- 1:;' . .l.I..~!' l::._ ..:d,,~,::,j, bc-:,t:terments, extensions and replacements of the SYE\t:emo Se.ction 7.020 COMPLE1'ION BONDS. The. Authority reSE'l.'ves thE: right: to issue Completi.on Bonds whic.h, in t:l?-e disÒret:líJ;I1 of the Authority, ma.y be fi.rst lieD. bonds on a pari.ty with or junior to the Bonds, or. a porti,cm, of them may be such first lien bonds and a portion may be such junior lien bonds. Se.cti.on 7.03. IMPROVEMENT BONDS. Improvement Bonds may be issued only if the Contract is amended or suppleme,ntE;d i.n such manner as to provide for the unconditional agreement of the. City to increase payments thereunder so that such payments will be sufficient to provide. for payment of all Bonds élnd 8>11 Completion Bonds, if any, and Improvement Bonds and the: interes t: thE;reon as the.y become due. Section 7.040 REFUNDING BONDSo The Authorit.y r.eserves the ri.ght to issue Refunding Bonds to refund any out~ standing bonds secured by a pledge. of reve·n.ues from the Cont::i:~8X.~t. and any ame.ndme.nts thereof. Provi.ded, that if less 26 , than all of slIch bonds at a.ny time outs tanding are :i'.'~:~func1ecl the pl:in(~i.pal a.nd interest :r:equirements shall n.ot hc:~ i.nn crea.sed in any year in which any of the honds not bei.ng refunded are scheduled to mature. Section 70050 AUTHORIZATION. Completi.on Bonds and Improvement Bonds permi.tted by thi.s Article to be issued shall be authoJ.:'ized by resolutions of the. Board of Directors whi.ch shall prescri.be the form and terms of such bonds. All su.ch bonds shall be as ful1y secured by this Resolutioll as though initially issu.ed here.under. Se.ction 7.06. HATURITIES 0 Bonds i.ssued under thi.s Article VII shall mature on April 15 or October 15, or both, of each of the years in ,\\7hic.h they are schedulød to mature. ARTICLE VIII DEFAULT PROVISIONS Secti.on 8.01. REMEDIES. In the event of a default: or a threatened default in the payment of principal of or interest on the Bonds, ariy court of competent jurisdieti.on may, upon petition of holders of twenty~five per cent of the outstanding Bonds, appoint a receiver with authority to colle.ct and receive all pledged income of the Authority, employ and discharge agents and employees of the Authority, take charge of pledged funds on hand and manage the proprietary affairs of the Authority wi.thout consent or hindranC-e by the Board. Súc~h re.c.:eive.r may also be authorized to make. contracts for providi.ng sewage treatment and disposal service.s or renew such contraGts with the. approval of the court appointi.ng him. The COU1':t may ves t the receiver wi.th such other powe.rs and dut:i.es as the court mél.Y find necessary for the protection of the holc1c<r.s of the Bonds. 27 Secti.on 8002. OTHER REt'lEDIES; REMEDIES NOT l-JAIVED. No )",CllK"dy herei.n E;PE:cifiec1 i.s intended to be. exc.lu.si.ve of any other á\lai1.able :reme.c1y or reme.dies, but caeh and every such rcmedy shall be cumulative and shall be. in addi.tion to eve.ry other re.me,dy available to the holders of the said Bonds, or now or hereafter e.xis ting at la'\:,7 or in equity, 01:' by statute. No delay or omi.ssi.on to exerci.se any right or pO'\ver shall impair émy such right or power or shall be con~ strued to be a waiver of any such default or acquiescenee therein, and every such right and pmver may be exerc:ised from time to time. and so often as may be deemed expedient. ARTICLE IX AMENDMENTS Section 9.01. AMENDMENT. The holders of Bonds aggregating i.n principal amount two=thirds of the aggregate princi.pal amount of the Bonds at: the time outstanding (but not including in any case any Bonds whi.ch may then be held or owned by or for the ac.eount of. the Authority) 8hall have the right from time. to time to approve an amendment of this Resolution which may be deemed necessary or desirable by the Authority, provided,. however, that nothing herein contained shall permit or be construed to permit the amendment of the. terms and conditions contained in this Resolution or in the Bonds so a,s to: . (a) Make any change in the mat.urity of the Bonds; (b) Reduce. the rate of interest borne. by any of the Bonds; (e) Reduce the a.ffiou.nt of the pri.nc~ipal payable on the Bonds; 28 1i I ! I (d) Hodify the tenns of payment: of p:cincd.pal of or inte.:ccs t: on the Bonds, or éillY of them, or impose 4ny conditions with respc.(~t to such payment; . (e.) Affect the rights of the holders of less than all of the B6nds then ~utstanding; . (f) Change the mi.ninmm percentage of the princi.pa1 , amount of bonds necessary for consent: to such amendment. Secti.on 9.02. NOTICE REQUIRED. If at any time the Authority shall desire t6 amend the Resolution under this Article, the Authority shall cau~e notice of the proposed amendment to be published in a financial n.ewspaper or journal published in the City of New York, New York, on(~e during each calendar week for at least four successive calendar weeks. Such noti.ce shall briefly set forth the na.t.:ure of' the pTopose.cl amendment and shall st~te that a copy thereof is on file with the. Paying Agent and with the. Cit:y Seere.tary of the City for inspection by all holders of Bonds. Such. publication is not requÍ'X.'ed, however, if notice in wri.ting is given to each holder of Bondso Section 9.03. ADOPTION OF AMENDMENT. Whenever at any time. not less than thirty (30) days and within one year from the date of the first publicat.ion of said notice or other s€;rvi.ce. of written noti.ce the Authority shall receive an instrument. or instruments executed by the holders of at least two=thirds in aggregate pr.'incipal amount of Bonds then outst.and= ing, whi.c.h instrument or instrume.nts shall re.fer to the pro~ posed a.mendment dE'scri.bed in said notice and ",hieh spe.cifieally conse.nt to a.nd Ð.pprove such ame.ndment: in subst:anti.a.lly the form of the. c.opy t.hereof on fi.le with the Pa.ying Age.nt and UIB City, the Authority may adopt the amendatory resolution in substantially tho. same form. 29 " Sect:ion 9. Oll 0 EFFECTIVE UPON ADOPTION 0 Upon the adeption. of any amendatcn:y resoluti.on pm::suant to the. }H'OV::L" sions of this AL'ti(~le, the. Re::;\Olution shall be. dCE:mec1 to be amende.d in. aceorc1a·n.ce. wi.th sU.c.h amendatory re.solution, and . . the re.spe.c:.t::i.ve. rights, duties and obligations under the. Resolution of the Aut~rity and all the holders of outstand= iog Bonds shall thereafter be. determined, exercised and e.nfo:t'cE:d hereunder., subj e(~t in all respec.ts to suc:.h amendments 0 See,tion 9.050 REVOCATION OF CONSENT 0 Any eonse.nt given by the holder of a Bond pursuant to t.he pI\Jvisions of t.his Article shall be irrevocable fO'r a pe.riod of six months from the date of the fi.rst publication of the notice provided for in this Art:icle.~ and shall be conclusive and binding upon . all fU.ture holder.s of the same Bond during such period. Such consent: may be. revoked at any t im E.~ after six months from the date of the first publication of snch notice by the ho Ide.r who gave. sueh consent, or by a suecessor in title, by fiJ.j~ng notice t.he:reof with the Paying Agent and the Aut.hority, but SliGh revocation shall not: be. effective i.f the holde:rs of two=t.hirds aggregate pri.nci.pal amount of the Bonds out:stand= ing as in this Section de.fined have, prior. to the. 'attempted revocat.ion, consented to and approved the amendment 0 Section 9006. PROOF OF m'JNERSHIP. For the purpose of this Arti.cle, th~ fact of the holding of Bonds by any Bondholde.rand the amount and numbers of such Bonds, and the date of his holding same may be proved by t.he affidavit of the person claiming to be such haIder, or by a certificate eXE::(~lltcd by any trust company, bank, banke-r or any ot.her deposit.a.l:y, whey.(::ver si.tuatec1 showing that on t.he da.t.e 30 , . therein mentioned such person had on deposit with such trust: company~ bank, banker or other depositary, the Bonds described in such certificate. The Authority may conclusively assume . . that such ownership continues until written notice to the contrary is served upon the Authority. ARTICLE X APPLICATION OF BOND PROCEEDS Section 10.01. Upon delivery of and payment for the Bonds, the bank at which such payment is made shall, in accordance with a ie~ter to be written by the President of the Authority, remit the Bond proceeds as provided in the succeeding Sections. Section 10.02. INTEREST AND SINKING FUND. There shall be deposited in the Interest and Sinking Fund an amount sufficient to pay the interest scheduled to come due on the Bonds for twelve months from the date of the Bonds. The amount so deposited shall be kept invested in securities permitted in Section 8øB of Article 8280œ188, VoCoSo which mature on dates which coincide as nearly as practicable to the dates when money will be needed to make interest pay- ments on the Bonds. Interes t and' profits .resulting from such investment.s shall be deposited in the Administrative and Contingency Fund. Section 10.03. DEBT SERVICE RESERVE FUND. There shall be deposited in the Debt Service Reserve Fund the amount of $ 28, 712. This Fund shall be used to pay the principal of and interest on the Bonds at any time when there is not sufficient money in t.he Revenue Fund to make the transfers to the Interest and Sinking Fund required by 31 Section 3.05. Any money remaining in this Fund shall be used to pay the last maturing principal of and interest on the Bonds. The Reserve Fund shall be invested and reinvested by the Authority from time to time in securities permitted by Section 8~B of Article 8280~188, V.C.So which mature in not more than fifteen (15) years from the date of their purchase. Interest and profits resulting from such investments shall be deposited into the Administrative and Contingency Fund. Section 10.04. CONSTRUCTION FUND. After disburse~ ments as provided in Sections 10.02 and 10.03, the remainder of the Bond proceeds shall be deposited in the Construction Fund. The Construction Fund shall be subject to and charged with a lien in favor of the holders of the Bonds until said Funds are paid out as herein provided. The Depositary shall be required to secure the Construction Fund in its possession by pledging obligations of or obligations unconditionally guaranteed by the United States; such obligations at all times shall be at least equal in value to the amount in the Construction Fund in its possession. Section 10.05. INVESTMENT. Money in the Construc~ tion Fund shall be kept invested in securities permitted by Section 8~B of Article 8280=188, V.C.S. which mature on dates which coincide as nearly as practicable to the dates when money will be needed to pay construction costs. All interest and profits from such investments shall be deposited into the Construction Fund. Section 1.0.06. DISBURSEMENTS FROM CONSTRUCTION FUND. (a) Money in the Construction Fund shall be subject to disbursement by the Authority for payment of Project Costs 32 to be incurred in the construction of the System. Such dis= bursements shall be made only upon checks stating the purpose of the payment signed and countersigned by such officers of the Authority as may from time to time be designated by the Authority by resolution, and duly certified to the Depositaries. Disbursements for payments to construction contractors and disbursements for construction material, supplies and equip= ment shall be approved by the C.onsulti.ng Engineers. (b) "projeet Costs" as used herein includes all con= struction costs and reconstruction costs as those terms are generally understood in standard aceounting practice as applied to projects of this nature, and without limiting the generality of the foregoing, it shall include purchase of equipment, property, rights in property, capitalized interest, costs of land, easements and rights of way, including damages to land and property, engineering, financing, financial consultants, administrative, auditing and legal expenses incurred in con~ nection with the performance of the Contract. The costs for engineering, financial consultants, administrative and legal expense paid from bond proceeds incurred by the Authority shall be reasonable and at usual and customary rates. Damages to land and property, whenever accruing, adjudged under Article I, Section 17 bf the Constitution of Tex~s shall constitute a part of Project Costs. After completion of the System, any residùe remai.ning in the Construction Fund shall be deposited in the Reserve Fund. ARTICLE XI APPROVAL AND DELIVERY; SEVERABILITY Section 11. 01. APPROVAL AND REGISTRATION OF BONDS. That the proper officers of the Authority shall prepare and 33 the Sec.r.etar'y of the Authority shall certify a eomp lete transcript of the.se proceedi.ngs~ and such transc.ript, to= gether with a transcript of proceedings had in the City in authorizing the Contract, shall thereupon be submitted to the Attorney General of the State of Texas for his examination with a request that he examine the same and approve the Bonds and the. Contra.ct as recited in the Resolution and in the Bonds, and no such Bonds shall be ·issued under the terms of this Resoluti.on unless and until the same shall have been approved by the Attorney General of th~ State of Texas and registered by the Comptroller of Publi.c Accounts of the State of Texas as required by law. Upon regi.stration of said Bonds~ the Comptroller of Public Ac.counts (or a deputy designated in writing to act for the Comptroller) shall manually sign the Comptroller's certificate of registration prescribed herein to be printed on the back of each Bond, and the seal of sai.d Comptroller shall be affixed to each of said Bonds. Section 11.02. AWARD OF BONDS. That said bonds are hereby awarded to at a price of par and accrued interest to date of delivery, plus a premium of $ It is hereby determined by the Board of Directors that the pr.ice and terms of said bid are the most advantageous reasonably obtainable. Section 11. 03. FURTHER PROCEDURES. That the officers, employees and agents of the Authority, and each of them, shall be and they B.re hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such a(~t:s and thi.ngs and to execute, acknowledge and 34 deliver i.n the name and under the corporate seal and on behalf of the Authori.ty all such instruments, whether or not herei.n mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Resolution and of the Bonds to be issued hereunder. Section 11.04. REPEAL; SEVERABILITY. That all resolutions or parts thereof, or other corporate action of the Authori.ty or of this Board of Directors, whieh in any manner or to any extent conf1ict'with any provisions of this Resolution, shall be, and such other resolutions and corporate action are hereby expressly repealed and in case anyone or more of the provisions of this Resolution shall be held to be invalid or ineffec.tive by any court of competent jurisdiction as to any person or circumstance, the remainder hereof and the application of such provision or provisions of persons or circumstances other than those as to which it is held invalid shall not be affected thereby. ADOPTED AND APPROVED this the 18th day of April, 1969. President, Board of Directors, Trinity River Authority of Texas. ATTEST: Secretary, Board of Directors, Trinity River Authority of Texas. 35