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HomeMy WebLinkAboutOrdinance 0405 CEETIFICATE FOR ORDINANCE AUTHORIZING A CONTI~CT THE STATE OF TEXAS COUNTY OF TARRANT CITY OF NORTH RICHLAND HILLS: We, the undersigned officers of said City, hereby certify as follows: 1. The City Council of said City convened in SPECIAL MEETING ON THE 19th DAY OF APRIL, 1972, at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to-wit: Donna Pairsh, City Secretary w. N. Ratcliff w. F. Polster J. F. Cato Mrs. Glenn Goodnight and all of said persons were present, except the following absentees: IV 0 IV ~ , thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written ORDINANCE AUTHORIZING A CONTRACT was duly introduced for the consideration of said City Council and read in full. 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 by the following vote: Marion L. Massey, J. R. Hubbard Dick Faram Tom Newman Mayor AYES: All members of said City Council shown present above voted "Aye". NOES: None. 2. That a true, full, and correct copy of the aforesaid Ordinance passed at the Meeting described in the above and fore- going paragraph is attached to and follows this Certificate; that said Ordinance 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 passage of said Ordi- nance; 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; that each of the officers and members of said City Council was duly and sufficiently noti- fied 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 Meet- ing was open to the public, and public notice of the time, place, and purpose of said meeting was given, all as required by Vernon's Ann. Civ. St. Article 6252-17. 3. That the Mayor of said City has approved, and hereby approves, the aforesaid Ordinance; that the Mayor and the City Secretary of said City have duly signed said Ordinance; and that the Mayor and the City Secretary of said City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Ordinance for all pur~ poses. SIGNED AND SEALED the 19th ~O~ p~ ?fl¿<-e':~,-'-·· ~r City Secretary Mayor (SEAL~, ~~~-:~~~~:~;~:~~-;~~~-~~~~~~~~-~~-~~~-;~~~-~;-~~~~~- Richland Hills, Texas, hereby certify that I approved the legality of the attached and following Ordinance before~ts passage as aforesaid. ::s;. ~.-~ ~ c __ ~~~ ./' -~ . ,""~" r Ci t.y .-'"ttorney J~ I l , 1972. <9.Jw. # '10 ç ORDINANCE AUTHORIZING A CONTRACT .THE STATE OF TEXAS 'COUNTY OF TARRANT CITY OF NORTH RICHLAND HILLS: WHEREAS, it is necessary and advisable that the City enter into the Contract hereinafter authorized. THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS: Section 1. That the Mayor and the City Secretary are au- thorized and directed, for and on behalf of the City, to date, sign, seal, and otherwise execute a Contract in substantially the form and substance set forth in "Exhibit A", which is attached hereto and made a part hereof. Section 2. That upon execution said Contract shall be binding upon the City for all purposes. .Section 3. That a substantial draft of the Bond Resolution authorizing the issuance of the Bonds described in said Contract has been submitted to the City, and a copy thereof is attached hereto, marked "Exhibit B", and made a part hereof. Said draft is hereby approved, and said Bonds may be issued pursuant thereto, and it is hereby acknowledged that all provisions of said draft are in compliance with said Contract. --------------------------------------------------- "EXHIBIT A" TRINITY RIVER AUTHORITY OF TEXAS - CITY OF NORTH RICHLAND HILLS, WASTE DISPOSAL CONTRACT THE STATE OF TEXAS WATER POLLUTION CONTROL COMPACT KNOW ALL MEN BY TIŒSE PRESENTS: WHEREAS, the Trinity River Authority of Texas (hereinafter sometimes called the "Authority") is a conservation and recla- mation district created by Vernon's Article 8280-188, pursuant to Article 16, Section 59 of the Texas Constitution; and WHEREAS, the Authority is an agency of the State of Texas operating on a multiple county and regional basis; and WHEREAS, the Authority is a Signatory to the State of Texas Water Pollution Control Compact (hereinafter sometimes called the "Compact"), dated and effective as of March 26, 1971, which is on file in the official records of the Texas Water Quality Board, and which was approved by Order of said Board duly entered on March 26, 1971, and to which Compact reference is hereby made for all purposes; and WHEREAS, the City of North Richland Hills (hereinafter sometimes called the "City") is a city duly organized and existing pursuant to the Constitution and laws of the State of Texas; and WHEREAS, the Authority and the City jointly desire to acquire, construct, and establish in the vicinity of the City a disposal system, consisting of facilities for disposing of sew- age and other waste, including treatment facilities, as such terms are defined in Chapter 25 of the Texas Water Code (formerly Vernon's Article 7621g), hereinafter sometimes called the "Project"; and WHEREAS, the City has filed an application for a Federal grant for the Project with the Texas Water Quality Board and the Environmental Protection Agency of the United States of America, and the Project has been given the designation as WPC-TEX-628 in the records of the Texas Water Quality Board and the Environmental Protection Agency, to which application and records reference is hereby made for a complete description of the Project; and WHEREAS, the City expects to receive a grant from the Environmental Protection Agency of the united States of America to aid in constructing the Project; and WHEREAS, the Texas Water Quality Board has granted and given the necessary permit in connection with the Project; and WHEREAS, the City and the Authority are authorized to make and enter into this Contract under Chapter 25 of the Texas Water Code (formerly Vernon's Article 762lg), and Section 21.095 of the Texas Water Code; and WHEREAS, the parties hereto recognize and agree to these facts: (a) that this Contract is being executed pursuant to and in compliance with the Compact; and (b) that the Authority is preparing to issue, sell, and deliver its Bonds for the purpose of ac- quiring and constructing its part of the actual costs of the entire Project; and (c) that the Authority will pledge the City's payments to the Authority under this Contract to the payment of principal of and the inter- est on its Bonds issued in connection with the Project, and for the maintenance ofa debt ser- vice reserve fund for said Bonds, if and to the extent required. IT IS THEREFORE CONTRACTED AND AGREED BETWEEN THE. AUTHORITY AND THE CITY AS FOLLOWS: Section 1. DEFINITIONS. The terms and expressions used in this Contract, unless the context shows clearly other- wise, shall have meanings as follows: -2- (a) "Project" means the Project as defined in the preamble to this Contract. (b) "Board" and "Board of Directors" means the Board of Directors of the Authority. (c) "Bond Resolution" means any resolution of the Board of Directors authorizing the issu- ance of Bonds and providing for their secur- ity and payment, as such resolution(s) may be amended from time to time as therein permitted. (d) "Bonds" means any bonds to be issued by the Authority for the acquisition, construction, or completion of the Project, whether in one or more series or issues, or any bonds issued to refund same. Section 2. OBLIGATION OF AUTHORITY TO CONSTRUCT. The Authority agrees to pay, and will pay, as a Signatory to the Compact, for and on behalf of the State of Texas, 45% of all of the actual costs of acquiring and constructing the entire Project, through the issuance of its Bonds pursuant to Chapter 25 of the Texas Water Code (formerly Vernon's Article 762Ig), and Section 21.095 of the Texas Water Code, to provide the money for such payment. Section 3. OBLIGATION OF CITY TO CONSTRUCT. The City agrees to pay, and will pay, 55% of all of the actual costs of acquiring and constructing the entire Project, from the money re- ceived by the City from the. Federal grant for the Project, and from other sources available to the City. Section 4. AUTHORITY'S BOND RESOLUTION. The pro- ceeds from the sale of the Bonds will be used for the payment of all of the Authority's expenses and costs in connection with the Bonds, including, without limitation, all financing, legal, printing, and other expenses and costs incurred in issuing its Bonds, plus an administrative charge to be retained by the Au- thority equal to 20% of the aggregate fees of the bond attorneys -3- and financial advisors. It is agreed and understood that the sum of $1,000 will be retained by the Authority as a liquidated amount sufficient to cover and pay all of its expenses and costs in connection with the Bonds, exclusive of the fees of the bond attorneys and financial advisors. Such Bonds will be issued in a mutually agreeable amount sufficient to cover the estimated amount of all the aforesaid expenses, costs, and charges, and may also provide for depositing into a debt service reserve fund for such Bonds an amount approximately equal to the average annual principal and interest requirements on such Bonds, and may pro- vide for creating other funds, and for capitalizing interest during construction of the Project. A substantial draft of each Bond Resolution of the Authority, showing the principal amount, maturities, any debt service reserve fund, and other pertinent features, excepting the name of the purchaser and the interest rates, must be delivered to and be approved by the City prior to the delivery to the purchaser of any Bonds authorized by such Bond Resolution; and the approval of such draft by the City will constitute agreement by the City that all provisions of the Bond Resolution are in compliance with this Contract in all respects. Section 5. CONSULTING ENGINEERS. The Authority and the City agree that the engineering firm of Knowlton-Ratliff-English-Collins Arlington, Texas, shall be the "Consulting Engineers" for the Project; that the Project will be acquired and constructed in accordance with the "Engineering Report" which has been prepared under the super- vision of the Consulting Engineers and which is on file with the Environmental Protection Agency, and in accordance with plans and specifications prepared under the supervision of the Consult- ing Engineers. -4- Section 6. CONSTRUCTION CONTRACTS. For the convenience of the Authority and the City, the City will enter into such con- tracts as are necessary to provide for acquiring and constructing the entire Project, and said contracts shall be advertised for and executed as required by the laws applicable to the City, and also as required by the City's Grant Offer from the Environmental Protection Agency. The Authority shall deposit from the proceeds from the sale of its Bonds into a special Construction Fund, at the City's depository bank, to the credit of the City, an amount of money which shall be specified in the Authority's Bond Resolu- tiòn. The City shall draw on and use said Construction Fund to pay the costs of acquiring and constructing the Authority's part of the Project; provided that the City agrees that each expendi- ture from the Construction Fund must be approved by the Consult- ing Engineers prior to the making of such expenditure. Any amounts remaining in the Construction Fund after completion of the Project shall be deposited in the Interest and Sinking Fund established pursuant to the Authority's Bond Resolution, and thus reduce to that extent the payments required to be made by the City under this Contract. Section 7. PAYMENTS BY CITY. (a) That the Authority will provide and make available to the City, for the treatment and disposal of waste for the City, the waste treatment and waste disposal system, facilities, and services of the part of the Pro- ject acquired, constructed, and paid for by the Authority. It is agreed that the City shall have the exclusive use of the entire Project throughout its useful life. In consideration for the Authority's making it possible, as a Signatory to the Compact/for the City to receive an increase in the Federal grant for construct- ing the Project, and in consideration for the Authority's acquiring, constructing, providing, and making available to the City the waste treatment and waste disposal system, facilities, and services of the Authority's part of the Project, for the treatment and disposal of the City's waste, the City agrees to make the payments herein- after specified. As further consideration, it is agreed that the -5- City will have the sole responsibility for operating and maintain- ing the entire Project throughout its useful life, and that the City will operate and maintain the entire Project throughout its useful life; and the City agrees to indemnify and to save and hold harmless the Authority from any and all claims, damages, losses, costs, and expenses, including reasonable attorneys fees, aris- ing at any time from the acquisition, construction, existence, ownership, operation and/or maintênance of the entire Project. It is further agreed that the City's obligation to make any and all payments under Section 7(b) and (c) of this Contract will terminate when all of the Authority's Bonds issued in connection with the Project, or any Bonds issued to refund same, have been paid and retired and are no longer outstanding; and it is agreed that the cessation of such payments or charges is and will be a reasonable arrangement after such Bonds have been retired, because there will be no expense or cost to the Authority in connection with the Project and the Bonds after such Bonds have been retired. It is further understood and agreed that the Authority's only source of funds to pay the principal of and interest on its Bonds, to restore the debt service reserve fund for its Bonds, and to pay its expenses in connection with its Bonds and the Project, is from the payments to be made by the City to the Authority under this Contract. (b) That the City agrees to make the following pay- ments to the Authority while any of the Authority's Bonds issued in connection with the Project, or any Bonds issued to refund same, are outstanding: 1. Such amounts, payable semi-annually on or be- fore the 10th day preceding each interest pay- ment date on the Authority's Bonds, as are neces- sary to pay (a) the principal and/or interest coming due on the Authority's Bonds on the next succeeding interest payment date, plus the fees and charges of the Paying Agent for paying or redeeming the Bonds and/or interest coupons ap- pertaining thereto coming due on such date, and (b) a fixed semi-annual charge of $275.00 to cover and reimburse the Authority for its administrative and overhead expenses directly attributable and chargeable to the Bonds and the Project, including the cost of routine annual accounting reports. -6- 2. Such amounts at such times as are specified in the Authority's Bond Resolution to fund or re- store the debt service reserve fund or any o~her fund created and established for the bene- f1t of the Authority's Bonds. It is contem- plated that any surplus investment earnings from the debt service reserve fund and any other funds created by the Bond Resolution will be used to pay the principal of and interest on the Bonds, and thus reduce the amounts payable by the City under 1, above. 3. Such amounts, payable upon receipt of a state- ~ent therefor, as are necessary to pay, or re- 1rnburse the Authority for, any extraordinary or une~pec~ed expenses or costs reasonably and neces- s~r11y 1ncurredby the Authority in connection w1th the Bonds and the Project (exclusive of routine administrative expenses and costs includ- ing the fees and charges of the Paying Ag~nt for ~he Bonds, and the cost of routine annual account- 1ng reports) such as expenses of litigation, if anY',and costs , of sp~cial studies and special pro- fess10nal serV1ces, 1f and when required. . (c) If, in addition to the amount initially issued, the Authority finds it necessary to issue Bonds for the purpose of completing the Project to the extent contemplated by the initial Bonds and the Engineering Report, all of the amounts to be paid to or retained by the Authority under all Sections of this Contract shall be increased proportionately, and such amounts shall at all times be sufficient to pay the principal of and interest on all such Bonds, and to increase the debt service reserve fund, and other funds, as and if required by the Bond Resolution authorizing the additional Bonds.. It is understood and agreed that the only source of funds for the Authority to ac- quire and construct its part of the Project is from the issuance and sale of its Bonds (including additional Bonds) pursuant to this Contract. (d) The City represents and covenants that the use of the facilities and services to be obtained pursuant to this Contract are essential and necessary to the operation of the City and its combined waterworks and sanitary sewer system, and that all payments to be made hereunder by it will constitute reason- able and necessary "operating expenses" of the City's combined waterworks and sanitary sewer system, within the meaning of Vernon's Article 1113, and the provisions of all Ordinances au- -7- thorizing the issuance of all waterworks and sanitary sewer system revenue bond issues of the City, with the effect that the City's obligation to make payments from its waterworks and sanitary sewer system revenues under this Contract shall have priority over its obligations to make payments of the principal of and interest on any and all of its waterworks and sanitary sewer system revenue bonds. The City agrees to fix and collect such rates and charges for waterworks and sanitary sewer services to be supplied by its waterworks and sanitary sewer system as will make possible the prompt payment of all expenses of operating and maintaining the entire Project and operating and maintaining the City's entire waterworks and sanitary sewer system, including all payments, obligations, and indemnities contracted hereunder, and the prompt payment of the principal of and interest on the City's bonds payable from the net revenues of its waterworks and sanitary sewer system. The Authority shall never have the right to demand payment of the amounts due hereunder from funds raised or to be raised from taxation by the City. (e) The City's payments under this Contract shall be made pursuant to the authority granted by Section 25.030 of the Texas Water Code (formerly Section 6 of Vernon's Article 762lg), as well as Vernon's Article 1113. (f) Recognizing the fact that the City urgently re- quires the facilities and services covered by this Contract, and that such facilities and services are necessary for actual use and for stand-by purposes; and further recognizing that the Au- thority will use the payments received from the City hereunder to pay, secure, and finance the issuance of the Bonds, it is hereby agreed that if and when any Bonds are delivered, the City shall be obligated to make the payments required by this Contract, -8- regardless of whether or not the Authority actually provides such facilities and services, or whether or not the City actually re- ceives or uses such facilities and services, or whether or not the City actually receives the Federal grant, and the holders of the Bonds shall be entitled to rely on the foregoing agreement and representation, regardless of any other agreement between the Authority and the City. Section 8. COMPLIANCE WITH GRANT OFFER. The City agrees that with respect to the entire Project it will fulfill and comply with all assurances made by the City in the grant offer received from the Environmental Protection Agency and accepted by the City; and that with respect to the entire Project the City will discharge all of its responsibilities and comply with all of its agreements with the Environmenta 1 Pr.otection Agency in connection with the grant offer and the Federal grant made pur- suant thereto. The Authority agrees that it will join with and assist the City in complying with the foregoing commitments to the Environmental Protection Agency, subject to the provisions of this Contract. Section 9. METERING. It is understood and agreed that neither the Authority nor the City shall be under obligation to furnish, operate, or maintain metering equipment for measur- ing waste discharged into the Project under this Contract, unless metering is required by the Environmental Protection Agency. Section 10. CONSTRUCTION. The Authority and the City agree to proceed promptly with the joint acquisition and con- struction of the Project. The Authority and City hereby covenant that they will make a diligent effort to commence construction as soon as practicable.. The Authority and the City do not an- ticipate any delays in commencing or completing the Project, but the Authority and the City shall not be liable to each other for any damages occasioned by the construction or completion of the Project, or any delays in completion of the Project. -9- Section 11. CONDITIONS PRECEDENT. The obligation on the part of the Authority to acquire and construct its part of the Project shall be conditioned upon the following: (a) sale of Bonds in an amount sufficient to assure the acquisition and construction of its part of the Project; and (b) the Authority's and the City's ability, or the ability of the contractors, to obtain all material, labor, and equipment neces- sary for the acquisition and construction of the Project. Section 12. USE OF CITY'S PUBLIC PROPERTY. By these presents, the City authorizes use by the Authority of any and all real property, streets, alleys, public ways and places, and general utility or sewer easements of the City for acquiring and constructing the Project, as provided in this Contract. Section 13. FORCE MAJEURE. If, by reason of Force Majeure, any party hereto shall be rendered unable wholly or in part to carry out its obligations under this agreement then such party shall give notice and full particulars of such Force Majeure in writing to the other parties within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and any such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earth- quake, fires, hurricanes, storms, floods, washouts, droughts, -10- arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable to it in the judgment of the party having the difficulty. It is specifically excepted and provided, however, that in no event shall any Force Majeure relieve the City of its obligation to make payments to the Authority as required under Section 70f this Contract. Section 14. INSURANCE. The City agrees to carry fire, casualty, public liability, and other insurance on the Project and its entire waterworks and sanitary sewer system for purposes and in amounts which would ordinarily be carried by a privately owned utility company owning and operating such facilities, ex- cept that the City shall not be required to carry liability in- surance except to insure itself against risk of loss due to claims for which it can be liable under the Texas Tort Claims Act or any similar law or judicial decision. Such insurance will provide, to the extent feasible and practicable, for the restoration of damaged or destroyed properties and equipment, to minimize the interruption of the services of such facilities. Section 15. REGULATORY BODIES. This Contract and the Project shall be subject to all valid rules, regulations, and laws applicable thereto passed or promulgated by the United States of America, the State of Texas, or any governmental body or agency having lawful jurisdiction or any authorized repre- sentative or agency of any of them. -11- Section 16. TERM OF CONTRACT. That the term of this Contract shall be for the useful life of the Project, and in all events for the period during which any of the Authority's Project Bonds, and any Bonds issued to refund same, or any interest cou- pons appertaining thereto, are outstanding and unpaid. IN WITNESS WHEREOF, the Authority and the City, acting under authority of their respective governing bodies have caused this Contract to be duly executed in several counterparts, each of which shall constitute an original, all as of the 21st day of April, 1972, which is the date of this Contract. TRINITY RIVER AUTHORITY OF TEXAS by General Manager ATTEST: Secretary, Board of Directors (SEAL) CITY OF NORTH RICHLAND HILLS, TEXAS by Mayor ATTEST: City Secretary (SEAL) -12- "EXHIBIT B" RESOLUTION AUTHORlZING THE ISSUANCE OF REVENUE BONDS THE STATE OF TEXAS TRINITY RIVER AUTHORITY OF TEXAS: WHEREAS, a Waste Disposal Contract (hereinafter called the "Contract") has been du1¥ executed bétween the Authority and the City of North Richland Hl11s (hereinafter called the "City"); and WHEREAS, the date of the Contract is APRIL 21, 1972; and WHEREAS, the Contract is hereby referred to and adopted for all purposes, the same as if it had been set forth in its en- tirety in this Resolution; and WHEREAS, the governing body of the City has duly approved a substantial draft of this Resolution; and WHEREAS, the bonds (hereinafter called the "Bonds") authoriz- ed to be issued by this resolution (hereinafter called the "Reso- lution") are to be issued and delivered pursuant to Vernon's Arti- cles 8280-188 and 762lg, and/or Chapter 25 of the Texas Water Code. THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF TRINITY RIVER AUTHORITY OF TEXAS: Section 1. That said Authority's negotiable Bonds are here- by authorized in the aggregate principal amount of $275,000 FOR THE PURPOSE OF ACQUIRING AND CONSTRUCTING A DISPOSAL SYSTEM, CONSISTING OF FACILITIES FOR DISPOSING OF SEWAGE AND OTHER WASTE, INCLUDING TREATMENT FACILITIES, TO SERVE THE CITY OF NORTH RICHLAND HILLS. Section 2. That said bonds shall be designated as the: TRINITY RIVER AUTHORITY OF TEXAS - CITY OF NORTH RICHLAND HILLS, WASTE DISPOSAL CONTRACT REVENUE BONDS, SERIES 1972. Section 3. That said Bonds shall be dated MAY 1, 1972, shall be in the denomination of $5,000 each, shall be numbered consecutively from one upward, and shall mature serially on the maturity date, in each of the years, and in the amounts, respec- tively, as set forth in the following schedule: MATURITY DATE: MAY 1 YEARS AMOUNTS YEARS AMOUNTS 1973 $ 5,000 1986 $10,000 1974 5,000 1987 15,000 1975 5,000 1988 15,000 1976 5,000 1989 15,000 1977 5,000 1990 15,000 1978 5,000 1991 15,000 1979 5,000 1992 15,000 1980 5,000 1993 15,000 1981 5,000 1994 20,000 1982 5,000 1995 20,000 1983 10,000 1996 20,000 1984 10,000 1997 20,000 1985 10,000 Section 4. That the Bonds scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum: maturities 1973 through 19 maturities 19 through 19 maturities 19 through 19 % 9< o % Said interest shall be evidenced by interest coupons which shall appertain to said Bonds, and which shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in this Resolution. -1- Section 5. That said Bonds and interest coupons shall be issued, shall be payable, may be redeemed prior to their schedul- ed maturities, shall have the characteristics, and shall be sign- ed and executed (and said bonds shall be sealed), all as provided, and in the manner indicated, in the FORM OF BOND set forth in this Resolution. Section 6. That the form of said Bonds, including the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be printed and endorsed on each of said Bonds, and the form of the aforesaid iñterest coupons which shall appertain and be attached initially to each of said Bonds, shall be, respectively, substantially as follows: FORM OF BOND: NO. $5,000 UNITED STATES OF AMERICA STATE OF TEXAS TRINITY RIVER AUTHORITY OF TEXAS TRINITY RIVER AUTHORITY OF TEXAS - CITY OF NORTH RICHLAND HILLS, WASTE DISPOSAL CONTRACT REVENUE BOND SERIES 1972 ON MAY 1, 19 , TRINITY RIVER AUTHORITY OF TEXAS hereby promises to pay to bearer hereof the principal amount of FIVE THOUSAND DOLLARS and to pay interest thereon, from date hereof, at the rate of % per annum, evidenced by interest coupons payable NOVEMBER 1, 1972, and semi-annually thereafter while this Bond is outstanding. THE PRINCIPAL of this Bond and the interest coupons apper- taining hereto shall be payable to bearer, in lawful money of the United States of America, without exchange or collection charges to the bearer, upon presentation and surrender of this Bond or proper interest coupon, at the following, which shall constitute and be defined as the "Paying Agent" for this Series of Bonds: THE FORT WORTH NATIONAL BANK, FORT WORTH, TEXAS. THIS BOND is one of a Series dated as of MAY 1, 1972, authorized and issued in the principal amount of $275,000 FOR THE PURPOSE OF ACQUIRING AND CONSTRUCTING A DISPOSAL SYSTEM, CONSISTING OF FACILITIES FOR DISPOSING OF SEWAGE AND OTHER WASTE, INCLUDING TREATMENT FACILITIES, TO SERVE THE CITY OF NORTH RICHLAND HILLS. ON MAY 1, 1987, or on any interest payment date thereafter, any outstanding bonds of this Series may be redeemed prior to their scheduled maturi- ties, at the option of said Authority, in whole, or in part, for the principal amount thereof and accrued interest thereon to the date fixed for redemption. At least thirty days prior to the date fixed for any such redemption said Authority shall cause a written notice of such redemption to be published at least once in a financial publication published in the City of New York, New York. By the date fixed for any such redemption due provision shall be made with the "Paying Agent" for the payment of the prin- cipal amount of the bonds which are to be so redeemed and accrued interest thereon to the date fixed for redemption. If such written notice of redemption is published and if due provision for s~ch payment is made, all as provided above, the bonds which are to be so redeemed thereby automatically shall be redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the bearer to receive the re- demption price from the "Paying Agent" out of the funds provideâ. for such payment. -2- IT IS HEREBY certified and covenanted that this Bond has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; that this Bond is a special obligation; and that the principal of and interest on this Bond are payable from, and secured by a first lien on and pledge of, the Authority's Gross Revenues from a Waste Disposal Contract between said Au- thority and the City of North Richland Hills, Texas. SAID AUTHORITY has reserved the right, subject to the re- strictions stated in the Resolution authorizing this Series of Bonds, to issue additional parity revenue bonds which also may be made payable from, and secured by a first lien on and pledge of, the aforesaid Gross Revenues. SAID AUTHORITY also has reserved the right to amend the Resolution authorizing this Series of Bonds, with the approval of the holders of two-thirds of the outstanding Bonds, subject to the restrictions stated in said Resolution. THE HOLDER HEREOF shall never have the right to demand pay- ment of this obligation out of any funds raised or to be raised by taxation. IN WITNESS WHEREOF, this Bond and the interest coupons apper- taining hereto have been signed with the facsimile signature of the President of the Board of Directors of said Authority, and countersigned with the facsimile signature of the Secretary of said Board of Directors,and the official seal of said Authority has been duly impressed, or placed in facsimile, on this Bond. xxxxxxxx Secretary, Board of Directors xxxxxxxx President, Board of Directors FORM OF REGISTRATION CERTIFICATE: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certi- fied as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this xxxxxxx2Ç Comptroller of Public Accounts of the State of Texas. -3- FORM OF INTERE.ST COUPON: NO. $ ON 1, 19 TRINITY RIVE.R AUTHORITY OF TEXAS promises to pay to bearer the amount shown on this interest coupon, in lawful money of the United States of America, with- out exchange or collection charges to the bearer, unless due provision has been made for the redemption prior to scheduled maturity of the Bond to which this interest coupon appertains, upon presentation and surrender of this interest coupon, at THE FORT WORTH NATIONAL BANK, FORT WORTH, TEXAS, said amount being interest corning due that day on the Bond bear- ing the number hereinafter designated, of that issue of TRINITY RIVER AUTHORITY OF TEXAS - CITY OF NORTH RICHLAND HILLS, WASTE DISPOSAL CONTRACT REVENUE BONDS, SERIES 1972, DATED MAY 1, 1972. The holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Bond No. xxxxxxxx Secretary, Board of Directors xxxxxxxx President, Board of Directors Section 7. PLEDGE. That the Bonds, and the interest thereon, are and shall be payable from and secured by an irrevocable first lien on and pledge of all of the revenues or payments received by the Authority under the Contract (hereinafter called the "Gross Revenues"), and said Gross Revenues are further pledged irre- vocably to the establishment and maintenance of the Funds here- inafter created. Section 8. SPECIAL FUNDS. That all Gross Revenues shall be kept separate and apart from all other funds of the Authority, and the following special Funds are hereby created and shall be established and maintained in an official depository bank of the Authority, so long as any of the Bonds, or interest coupons ap- pertaining thereto, are outstanding and unpaid: (a) the Revenue Fund; (b) the Interest and Sinking Fund; (c) the Reserve Fund. Section 9. REVENUE FUND. All Gross Revenues shall be de- posited as received by the Authority into the Revenue Fund, and shall be deposited from the Revenue Fund into the other Funds created by this Resolution, in the manner and amounts hereinafter provided, and each of such Funds shall have priority as to such deposits in the order in which they are treated in the following Sections. Section 10. INTEREST AND SINKING FUND. There shall be de- posited into the Interest and Sinking Fund the following: -4- (a) immediately after the delivery of the Bonds, all accrued interest and any premium from the proceeds from the sal e of the Bonds s,hall be depos i ted to the credi t of the Interest and Sinking Fund, and shall be used for pay- lng interest on the Bonds. (b) on or before October 25th, 1972, and semi-annually thereafter on or before each April 25th and October 25th amount equal to the principal and/or interest coming due' on the Bonds on the next succeeding interest payment date. The Interest and Sinking Fund shall be used to pay the principal of and interest on the Bonds as such principal matures and such interest comes due. an Section 11. RESERVE FUND. Immediately after the delivery of the Bonds, the sum of $24,000 from the proceeds from the sale of the Bonds shall be deposited into the Reserve Fund. No deposits shall be required to be made into the Reserve Fund as long as the money and investments in the Reserve Fund are at least equal to the aggregate amount of $24,000 in market value; but if and when- ever the Reserve Fund is reduced below said aggregate amount, the City shall increase its payments under the Contract in an amount sufficient to restore the Reserve Fund to said aggregate amount not later than the next interest payment date on the Bonds. The Reserve Fund shall be used to pay the principal of or interest on the Bonds at any time when there is not sufficient money avail- able in the Interest and Sinking Fund for such purpose, and shall be used finally to pay and retire the last of the outstanding Bonds. Section 12. INVESTMENTS. Money in any Fund created by this Resolution may be placed in time deposits or be invested in di- rect obligations of the United States of America; obligations which, in the opinion of the Attorney General of the United States, are general obligations of the United States and backed by its full faith and credit; all obligations guaranteed by the United States of America; evidences of indebtedness of the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, or Federal National Mortgage Association. Any obligation in which money is so in- vested shall be kept and held in an official depository bank of the Authority for the benefit of the holders of the Bonds, and shall be promptly sold and the proceeds of sale applied to the making of all payments required to be made from the Fund from which the investment was made. All earnings from the deposit or investment of any such Fund shall be deposited into such Fund, except that at all times when the Reserve Fund contains the maximum aggregate amount required to be on deposit therein, such earnings shall be deposited into the Interest and Sinking Fund, and thereby reduce the amounts which otherwise would be required to be deposited into the Interest and Sinking Fund, with the result that the City's semi-annual principal and/or interest payments under the Contract may be reduced accordingly. Section 13. DEFICIENCIES IN FUNDS. If the Authority should fail at any time to deposit into any Fund created by this Resolu- tion the full amounts required, amounts equivalent to such defi- ciencies shall be set apart and paid into said Funds from the first available Gross Revenues, and such payments shall be in addition to the amounts otherwise required to be deposited into said Funds. Section 14. AUTHORITY'S EXPENSES. Immediately following each semi-annual deposit from the Revenue Fund into the Inter- est and Sinking Fund, and/or the Reserve Fund, if required, the amounts remaining in the Revenue Fund will be withdrawn and used by the Authority to pay its expenses attributable to the Bonds and the disposal system acquired and constructed with the proceeds from the sale of the Bonds. -5- Section 15. SECURITY FOR FUNDS. All Funds created by this Resolution shall be secured in the manner and to the fullest ex- tent permitted or 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 Resolution. Section 16. COMPLETION BONDS. The Authority reserves the right to issue additional parity revenue Bonds only in such amounts as are required for the purpose of completing the acqui- sition and construction of the disposal system for which the Bonds are being issued, in accordance with the "Engineering Re- port" of the "Consulting Engineers", and the presently approved plans and specifications therefor, as provided in the Contract, in the event that the proceeds from the sale of the Bonds are insufficient. Such additional parity revenue Bonds shall be con- sidered, constitute, and be defined as "Bonds", for all purposes of this Resolution and the Contract, and when issued and deliver- ed, they shall be payable from and secured by a first lien on and pledge of the Gross Revenues, in the same manner and to the same extent as the other Bonds; and all of the Bonds shall in all respects be on a parity and of equal dignity. The additional parity revenue Bonds may be issued in one or more installments or series, provided, however, that no such installment or series shall be issued unless: (a) a certificate is executed by the President and Secretary of the Board of Directors of the Authority to the effect that no default exists in connection with any of the covenants or require- ments of the resolution or resolutions authorizing the issuance of all then outstanding Bonds, and that the Interest and Sinking Fund and the Reserve Fund each contains the amount then required to be on deposit therein; (b) the "Consulting Engineers" under the Contract execute a certificate to the effect that such installment or series of Bonds is required in order to complete the acquisition and con- struction of the disposal system as provided above; (c) the resolution authorizing the issuance of such install- ment or series of Bonds shall provide for the payment of the prin- cipal of and interest on such Bonds, and that the aggregate amount to be accumulated and maintained in the Reserve Fund shall be in- creased (within five years from the date of such installment or series of Bonds) to an aggregate amount at least equal to the average annual principal and interest requirements for all then outstanding Bonds, and for the installment or series of Bonds then proposed to be issued; (d) all calculations of average annual principal and inter- est requirements made pursuant to this Section are to be made as of and from the date of the installment or series of Bonds then proposed to be issued; (e) the governing body of the City passes an ordinance or adopts a resolution approving a substantial draft of the resolu- tion authorizing the issuance of such installment or series of Bonds. Section 17. ACCOUNTS AND RECORDS. The Authority shall keep proper books of records and accounts, separate from all other records and accounts, of the Authori ty, in which complete and correct entries shall be made of all transactions relating to the Contract. The Authority shall have said books audited once each Authority fiscal year by a Certified Public Accountant. -6- $ection 18. ACCOUNTING REPORTS. As soon as practicable after the close of each Authority fiscal year hereafter, the Authority will furnish, without cost, to any holder of any out- standing Bonds who may so request, a signed or certified copy of a report by the State Auditor of the State of Texas, or any Certified Public Accountant, covering the next preceding fiscal year, showing the following information: (a) A detailed statement of all Gross Revenues; (b) Balance sheet as of the end of said fiscal year; (c) Accountant's comment regarding the manner in which the Authority has complied with the requirements of this Resolution and his recommendations, if any, for any changes or improvements. Section 19. INSPECTION. Any holder or holders of any Bonds shall have the right at all reasonable times to inspect all records, accounts, and data of the Authority relating to the Contract and the Funds created by this Resolution. Section 20. SPECIAL COVENANTS. The Authority further covenants as follows: (a) that other than for the payment of the Bonds herein au- thorized, the Gross Revenues have not in any manner been pledged to the payment of any debt or obligation of the Authority. (b) that while any of the Bonds are outstanding, the Author- ity will not, with the exception of the additional parity revenue Bonds expressly permitted by this Resolution to be issued, addi- tionally encumber the Gross Revenues. (c) that the Authority will carry out all of its obligations under the Contract; and when or if necessary will promptly en- force and cause the City to carry out all of its obligations under the Contract, for the benefit of the Authority and the hol- ders of the Bonds, by all legal and equitable means, including the use of mandamus proceedings against the City. Section 21. BONDS ARE SPECIAL OBLIGATIONS. The Bonds shall be special obligations of the Authority payable solely from the pledged Gross Revenues, and the holder or holders of the Bonds shall never have the right to demand payment thereof out of funds raised or to be raised by taxation. Section 22. AMENDMENT OF RESOLUTION. (a) The holders of Bonds aggregating in principal amount two-thirds of the aggre- gate principal amount of then outstanding Bonds shall have the right from time to time to approve any amendment to this Resolu- tion which may be deemed necessary or desirable by the Authority, provided, howBver, that nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in this Resolution or in the Bonds so as to: (1) Make any change in the maturity of the outstanding Bonds; (2) Reduce the rate of interest borne by any of the out- standing Bonds; (3) Reduce the amount of the principal payable on the outstanding Bonds; -7- (4) Modify the terms of payment of principal of or interes.t on the outstanding Bonds, or impose any conditions with respect to such payment; (5) Affect the rights of the holders of less than all of the Bonds' then outstanding; (6) Change the minimum percentage of the principal amount of Bonds necessary £pr consent to such amendment. (b) If at any time the Authority shall desire to amend the Resolution under this Section, the Authority shall cause notice of the proposed amendment to be published in a financial newspaper or journal published in the State of Texas, once during each cal- endar week for at least four successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amend- ment and shall state that a copy thereof is on file at the prin- cipal office of the Paying Agent for inspection by all holders of Bonds. Such publication is not required, however, if notice in writing is given to each holder of Bonds. (c) Whenever at any time not less than thirty days, and within one year, from the date of the first publication of said notice or other service of written notice the Authority shall re- ceive an instrument or instruments executed by the holders of at least two-thirds in aggregate principal amount of all Bonds then outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and which specifically consent to and approve such amendment in substantially the form of the copy thereof on file with the Paying Agent, the Authority may adopt the amendatory resolution in substantially the same form. (d) Upon the adoption of any amendatory resolution pursuant to the provisions of this Section, the Resolution shall be deemed to be amended in accordance with such amendatory resolution, and the respective rights, duties, and obligations under the Resolu- tion of the Authority and all the holders of then outstanding Bonds shall thereafter be determined, exercised, and enforced hereunder, subject in all respects to such amendments. (e) Any consent given by the holder of a Bond pursuant to the provisions of this Article shall be irrevocable for a period of six months from the date of the first publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of the first publication of such notice by the holder who gave such consent, or by a successor in title, by filing notice there- of with the Paying Agent and the Authority, but such revocation shall not be effective if the holders of two-thirds aggregate principal amount of the then outstanding Bonds as in this Section defined have, prior to the attempted revocation, consented to and approved the amendment. (f) For the purpose of this Section, the fact of the holding of Bonds by any Bondholder and the amount and numbers of such Bonds, and the date of their holding same, may be proved by the affidavit of the person claiming to be such holder, or by a cer- tificate executed by any trust company, bank, banker, or any other depositary wherever situated showing that at the date therein mentioned such persorr 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. - 8- Section. 23. CONSTRUCTION FUND. That in accordance with the Contract, and immediately after t~e sale and delivery of the Bonds, the Aut~ority shall deposit from the proceeds from the sale of the Bonds into a special Construction Fund the sum of $243,400. Said Construction Fund shall be established, drawn on, and used in the manner provided in t~e Contract, to pay the costs of acquiring and cons.tructing the Authority's part of the disposal system for which the Bonds are being issued, subject to the requirement that each expenditure from the Construction Fund must be approved by the "Consulting Engineers" named in the Contract prior to the making of such expenditure. Section 24. APPROVAL AND REGISTRATION OF BONDS. That the President of the Board of Directors of the Authority is hereby authorized to have control of said Bonds and all necessary records and proceedings pertaining to said Bonds pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon regis- tration of said Bonds, said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate prescrib- ed herein to be printed and endorsed on each Bond, and the seal of said Comptroller shall be impressed, or printed, or lithograph- ed on each of said Bonds. Section 25. NO ARBITRAGE. That the Authority hereby cove- nants that the proceeds from the sale of said Bonds will be used as soon as practicable for the purpose for which said Bonds are issued; that such proceeds, excepting the amount thereof deposited into the Reserve Fund, will not be invested in any securities or obligations except for the temporary period pending such use; and that such proceeds will not be used directly or indirectly so as to cause all or any part of said Bonds to be or become "arbitrage bonds" within the meaning of Section 103(d) of the Internal Revenue Code of 1954, as amended, or any regulations or rulings prescribed or made pursuant thereto. Section 26. EMERGENCY. That it is hereby officially found and determined: that a case of emergency or urgent public neces- sity exists which requires the holding of the meeting at which this Resolution is adopted, such emergency or urgent public neces- sity being that the proceeds from the sale of said Bonds are re- quired as soon as possible and without delay for necessary and urgently needed public improvements; 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 Vernon's Ann. Civ. St. Article 6252-17. Section 27. SALE OF BONDS. That the Bonds are hereby sold, in accordance with law, and shall be delivered to First Southwest Company, for the price of par and accrued interest to the date of delivery. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -9-