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HomeMy WebLinkAboutResolution 2017-040 RESOLUTION NO. 2017-040 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS AUTHORIZING EXECUTION OF THE SECOND AMENDMENT TO THE WASTEWATER TRANSPORTATION CONTRACT (WALKER-CALLOWAY SYSTEM) WITH TRINITY RIVER AUTHORITY OF TEXAS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, On April 18, 1969, the City of North Richland Hills and the City of Hurst (collectively the Cities) entered into separate agreements (Initial Contracts) with Trinity River Authority of Texas (Authority) for the Authority to issue revenue bonds and construct the Walker-Calloway Branch Outfall Trunk Sewer System (System) for the transportation, treatment and disposal of sanitary sewage and other waste for the Cities; and WHEREAS, Pursuant to the Initial Contracts, the Authority constructed the infrastructure and all of the Authority's bonds issued to construct the System have been paid in full; and WHEREAS, On October 24, 2001, the Cities and the Authority subsequently entered into a contract (Contract) whereby the Authority agreed to continue providing, and the Cities agreed to pay for, transportation and treatment of the Cities wastewater by a 3rd entity, including all operation and maintenance charges for the System; and WHEREAS, On January 27, 2017, the Cities authorized the First Amendment to the Contract to provide a means for the security and payment of Bonds to be issued in one or more series for improvements, enlargements, modifications, and extensions to the System; and WHEREAS, The Contract expires on December 2, 2017 and the Cities and the Authority desire to enter into a new agreement for maintenance and operation of the System moving forward; and WHEREAS, The Cities and the Authority now deem it necessary to amend the Contract a second time to extend the expiration date for the Contract to allow adequate time for review and comment on the proposed new agreement. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: SECTION 1. That, for and on behalf of the City of North Richland Hills, Texas (City), the Mayor, the City Manager, or Assistant City Manager is hereby authorized and directed to execute and deliver, and the City Secretary of the City is hereby authorized and directed to sign, attest, and seal, the "TRINITY RIVER AUTHORITY OF TEXAS SECOND AMENDMENT TO WASTEWATER TRANSPORTATION CONTRACT (WALKER- Resolution 2017-040 Page 1 of 2 CALLOWAY SYSTEM)" (Second Amendment) in substantially the form and substance attached to this Resolution and made a part hereof for all purposes. SECTION 2. That, upon its execution by the parties thereto, the Second Amendment shall be binding upon the City in accordance with its terms and provisions and the appropriate officials of the City are authorized and directed to take any and all action, to execute and deliver any and all documentation and to perform any and all functions as may be necessary or appropriate according to the terms of the Second Amendment. SECTION 3. That this Resolution shall take effect and be in full force and effect from and after the date of its adoption, and it is so resolved; and all resolutions of the City Council of the City in conflict herewith are hereby amended or repealed to the extent of such conflict. PASSED AND APPROVED this the 2nd day of October, 2017. CITY • O'411 RIC- LAND HILLS By: Jeff, Oscar Prvi:140:, Mayor ATTEST: a"4L�CHuu!b� � moo: .-_ r cok Alicia Richardson, City Secrefi •. h 'yr ,...470 mono, APPROVED AS TO FORM AND LEGALITY: ilAtOditiVAAIQ Maleshia B. McGinnis, City Attorney Resolution 2017-040 Page 2 of 2 CERTIFICATE FOR RESOLUTION AUTHORIZING AND DIRECTING THE EXECUTION OF THE SECOND AMENDMENT TO TRINITY RIVER AUTHORITY OF TEXAS WASTEWATER TRANSPORTATION CONTRACT (WALKER-CALLOWAY SYSTEM), AND PROVIDING FOR THE EFFECT OF SAID RESOLUTION AND AGREEMENT THE STATE OF TEXAS TARRANT COUNTY CITY OF NORTH RICHLAND HILLS I, the undersigned, City Secretary of the City of North Richland Hills, Texas, hereby certify as follows: 1. The City Council of the City of North Richland Hills convened in REGULAR MEETING ON October 2, 2017, in the City Council Chamber in the City Hall, and the roll was called of the duly constituted officers and members of said City Council,to-wit: Oscar Trevino, Mayor Scott Turnage, Mayor Pro Tem, Place 6 Tito Rodriguez, Place 1 Rita Wright Oujesky, Place 2 Tom Lombard, Place 3 Tim Barth,Place 4 Mike Benton, Place 5 Tim Welch, Place 7 and all of said persons were present, except the following absentees: thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION AUTHORIZING AND DIRECTING THE EXECUTION OF THE SECOND AMENDMENT TO TRINITY RIVER AUTHORITY OF TEXAS WASTEWATER TRANSPORTATION CONTRACT (WALKER-CALLOWAY SYSTEM), AND PROVIDING FOR THE EFFECT OF SAID RESOLUTION AND AGREEMENT was duly introduced for the consideration of said City Council and duly read. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of said Resolution, prevailed and carried with all members present voting "AYE" except the following: NAYS: , ABSTENTIONS: ' 2. That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City Council as indicated therein; and that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting; and that said Meeting was open to the public, and public notice of the time, place, and purpose of said Meeting was given, all as required by Chapter 551, Texas Government Code. SIGNED AND SEALED ON 0,76ber , 2017. jt Ltei, � fJ,{ Alicia Richardson City Secretary C,HtuL /1 . f�.vo ,�. (ctar SEAT) City Secretary Office Official Record Copy TRINITY RIVER AUTHORITY OF TEXAS SECOND AMENDMENT TO WASTEWATER TRANSPORTATION CONTRACT (WALKER-CALLOWAY SYSTEM) THE STATE OF TEXAS TRINITY RIVER AUTHORITY OF TEXAS This Second Amendment to the Wastewater Transportation Contract for the Walker- Calloway System ("Second Amendment") is made and entered into as of the day of , 2017, by and between the CITY OF NORTH RICHLAND HILLS, TEXAS ("North Richland Hills"), the CITY OF HURST, TEXAS ("Hurst"), each a municipal corporation acting under the laws of the State of Texas, and their Home Rule Charters, and the TRINITY RIVER AUTHORITY OF TEXAS ("Authority"), a conservation and reclamation district and political subdivision of the State of Texas created and functioning under Article 16, Section 59, of the Texas Constitution, pursuant to Chapter 518, Acts of the 54th Legislature of the State of Texas, Regular Session, 1955, as amended ("Authority Act"). Hurst and North Richland Hills are individually referred to herein as a "City" and collectively referred to herein as the "Cities." The Cities and Authority acknowledge that this Second Amendment is made and entered into subject to the terms, covenants and conditions of the Wholesale Wastewater Contract between the Authority, the Cities and the City of Fort Worth ("Fort Worth"), dated December 2, 1987 ("Wholesale Wastewater Contract"). The Wholesale Wastewater Contract is incorporated into this Second Amendment by reference as if quoted herein and for all purposes and remains in full force and effect. RECITALS WHEREAS, the Cities previously entered into separate contracts with the Authority, both dated April 18, 1969 ("Initial Contracts"), for the Authority's issuance of revenue bonds and construction of the Walker-Calloway Branch Outfall Trunk Sewer System for the transportation, treatment and disposal of sanitary sewage, industrial waste and other wastes and treatment of Cities wastewater("System"); WHEREAS, the wastewater treatment services are subject to the Wholesale Wastewater Contract; WHEREAS, the Authority has constructed the necessary infrastructure for the System which connect into a wastewater pipeline owned by Fort Worth and all of the Authority's revenue bonds issued to construct the System have been paid in full and are no longer outstanding and the Initial Contracts expired according to its terms; WHEREAS, on October 24, 2001, the Cities and the Authority entered into a contract ("Contract") whereby the Authority agreed to continue providing, and the Cities agreed to pay for transportation of Cities wastewater, and treatment of Cities wastewater by Fort Worth under 1 terms of the Wholesale Wastewater Contract and to pay the Authority all operation and maintenance charges for the System; WHEREAS, as the System has been constructed, improved and expanded to date, the Authority and the Cities anticipate further construction, improvement and expansion projects which will be financed through the issuance of the Bonds by the Authority (as hereinafter defined); WHEREAS, the Cities and the Authority have previously entered into a First Amendment to Wastewater Transportation Contract (Walker-Calloway System), dated February 20, 2017 (the "First Amendment") in order to provide a means for the security and payment of Bonds to be issued in one or more series for improvements, enlargements, modifications and extensions to the System, and which First Amendment remains in full force and effect; WHEREAS, the Contract expires on December 2, 2017; however the First Amendment provides that upon issuance of Bonds, "the Contract, as amended, shall continue in full force and effect while any Bonds are outstanding"; WHEREAS, the issuance of the first series of Bonds will not be completed prior to the December 2, 2017 expiration date; WHEREAS, the Cities and the Authority deem it necessary and desirable to enter into this Second Amendment to the Contract to extend the expiration date of the Contract to allow for the issuance of Bonds for System improvements; WHEREAS, the Cities and the Authority are authorized to make and enter into this Second Amendment under the Authority Act and other applicable laws; WHEREAS, this preamble is made a part of this Second Amendment for all purposes; WHEREAS, the Contract and the First Amendment shall remain in full force and effect in accordance with their terms except as amended by this Second Amendment; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Authority agrees to issue Bonds from time to time for improvements, enlargements, modifications and extensions to the System under the Contract, as amended, and the Cities agrees to make payments on the Bonds as provided in the Contract, the First Amendment and the Second Amendment and continue to make payments for Operation and Maintenance Expenses, as defined in the Contract, as provided therein. Section 1. Section 3 of the First Amendment, which amended Section 2.01 of the Contract in its entirety, is hereby amended in its entirety as follows: "Section 3. TERM. "2.01. TERM" of the Contract is hereby amended in its entirety as follows: 2 2.01 Term. This Contract shall continue in full force and effect until December 2, 2018 and thereafter while any Bonds are outstanding. Notwithstanding Section 9.01, no modification of this Contract may be made while Bonds are outstanding unless the Contract, as proposed to be modified, makes provisions for the full and prompt repayment of all Bonds issued for the System." Section 2. The effective date of this Second Amendment shall be November 1, 2017. Following its effective date and notwithstanding Section 1 hereof, the Contract, the First Amendment and the Second Amendment shall continue in full force and effect while any Bonds are outstanding. It is understood by the Authority and the Cities that the First Amendment has been entered into, and this Second Amendment is being entered into, to allow for the issuance of Bonds for improvements, enlargements, extensions and modifications to the System and with the knowledge and belief that the Wholesale Wastewater Contract and the Contract, as amended, will be amended, modified or supplemented. Notwithstanding Section 9.01 of the Contract, no modification of the Contract, as amended, may be made while Bonds are outstanding unless the Contract, as amended, as proposed to be modified, makes provisions to allow for the Authority's full and prompt repayment of all Bonds. Section 3. If any provision of the Contract, the First Amendment or the Second Amendment shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of the Contract, the First Amendment or Second Amendment invalid, inoperative or unenforceable to any extent whatever. [The balance of this page is intentionally left blank.] 3 IN WITNESS WHEREOF, the Authority and the Cities, acting under authority of their respective governing bodies, have caused this Second Amendment to be duly executed in several counterparts, each of which shall constitute an original. TRINITY RIVER AUTHORITY OF TEXAS By). Jin Ward; General Manager • Ti ST 4111, - 0 0. ; d Slo•odin; Secretary `` 1111►►►►,,e .``NN‘.01111111/#4, PU T NO/''/• • •; CITY OF HURST, TEXAS• `1: pi\ i -4 E ; m _ By (5/ '''••...••••'°' � ` Name so, �'''°,/►►►*►����.N, Title ATTEST: City Secretary CITY OF NORTH RICHLAND HILLS, TEXAS By Ith..404____19 (M,__ Mark Hindman, City Manager Ce.kbe l9, x/7 Date: ATTEST: APPROVED TO FORM AND LEGALITY: VAA- I _ \ i Alicia Richardson, City°Secretary ' '' Maleshia B. McGinnis, City Attorney N R H Council Action 0 N Date Approved 10 oa _c I7 Agenda No. E. 4 `/ Ord/ ' �o. f 7-CLO IN WITNESS WHEREOF, the Authority and the Cities, acting under authority of their respective governing bodies, have caused this Second Amendment to be duly executed in several counterparts, each of which shall constitute an original. TRINITY RIVER AUTHORITY OF TEXAS J vin Ward; General Manager • T ' S . • w rd Slobog i, etary • i Cc:' A .- • = CITY OF HURST, TEXAS ' 2_ 5 'Ii,, * ��� Nam- i !'i /0/// n111l"1`, Titl, ATTEST: City Secretary CITY OF NORTH RICHLAND HILLS, TEXAS By Name Title ATTEST: City Secretary 4 CERTIFICATE FOR RESOLUTION AUTHORIZING AND DIRECTING THE EXECUTION OF THE SECOND AMENDMENT TO TRINITY RIVER AUTHORITY OF TEXAS WASTEWATER TRANSPORTATION CONTRACT (WALKER-CALLOWAY SYSTEM), AND PROVIDING FOR THE EFFECT OF SAID RESOLUTION AND AGREEMENT THE STATE OF TEXAS TARRANT COUNTY CITY OF NORTH RICHLAND HILLS I, the undersigned, City Secretary of the City of North Richland Hills, Texas, hereby certify as follows: 1. The City Council of the City of North Richland Hills convened in REGULAR MEETING ON October 2, 2017, in the City Council Chamber in the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to-wit: Oscar Trevino, Mayor Scott Turnage, Mayor Pro Tem, Place 6 Tito Rodriguez, Place 1 Rita Wright Oujesky, Place 2 Tom Lombard, Place 3 Tim Barth, Place 4 Mike Benton, Place 5 Tim Welch, Place 7 and all of said persons were present, except the following absentees: thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION AUTHORIZING AND DIRECTING THE EXECUTION OF THE SECOND AMENDMENT TO TRINITY RIVER AUTHORITY OF TEXAS WASTEWATER TRANSPORTATION CONTRACT (WALKER-CALLOWAY SYSTEM), AND PROVIDING FOR THE EFFECT OF SAID RESOLUTION AND AGREEMENT was duly introduced for the consideration of said City Council and duly read. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of said Resolution, prevailed and carried with all members present voting "AYE" except the following: NAYS: ABSTENTIONS: *g( 2. That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City Council as indicated therein; and that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting; and that said Meeting was open to the public, and public notice of the time, place, and purpose of said Meeting was given, all as required by Chapter 551, Texas Government Code. SIGNED AND SEALED ON r ("),4,,,k)b„er- ��,� , 2017. Liq, —Ai—#.1 c,' ,�' Alicia Richardson City Secretary ,4,` 08I,11�/lurtitir.,ii (CM SEMI') -Q.. .. . ', �/o *, iii;-i,,,, ,