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HomeMy WebLinkAbout477 10-08-1974ORDINANCE NO. 477 AN ORDINANCE APPROVING A RESOLUTION BY TRINITY RIVER AUTHORITY OF TEXAS AUTHORIZING THE ISSUANCE OF TRINITY RIVER AUTHORITY OF TEXAS (TARRANT COUNTY WATER PROJECT) REVENUE BONDS, SERIES 1974, $250,000, AND DECLARING AN EMERGENCY WHEREAS, Trinity River Authority of Texas is about to adopt a resolution in the form attached hereto; and WHEREAS, said resolution should be approved by the City of Euless, Texas; and WHEREAS, this ordinance must be passed as an emergency measure; THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EULESS: Section 1. That the proposed resolution authorizing the Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds, Series 1974, in the principal amount of $250,000, in the form attached, is hereby in all things approved, and this ordinance shall constitute a request by said City for the issuance of said proposed Bonds. Section 2. That this ordinance is hereby declared to be an emergency measure and is passed as such for the immediate preservation of the public peace, health or safety of the citizens of the City of Euless, Texas. Section 3. All ordinances or resolutions in conflict herewith are hereby expressly repealed, and this ordinance shall take eftect immediately upon passage. PASSED AND APPROVED this 8th day of 1974. October JI Mayor, City of Euless, Te�> s ATTES City Secretary, City of Euless, Texas '•'.• w (SEAL) City Attorney , �i`Ey di Euless, Texas CERTIFICATE FOR ORDINANCE APPROVING TRINITY RIVER AUTHORITY OF TEXAS BOND RESOLUTION THE STATE OF TEXAS COUNTY OF TARRANT CITY OF EULESS We, the undersigned officers of said City, hereby certify as follows: 1. The City Council of said City convened in Regular MEETING ON THE 8th DAY OF October, 1974 at the City Hall, and the roll was called of the duly consti- tuted officers and members of said City Council, to- wit: A. C. Krause, Mayor Vada Ferris, City Secretary Mrs. Willie Mae PdcCormick Wayne Wright Harold Copher Ray Ozebek Harold L. Samuels and all of said persons were present, except the following absentees: Harold L. Samuels and Vada Ferris , thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: The Mayor presented for the consideration of the City Council an ordinance bearing the following caption, to -wit: if ORDINANCE NO. 477 AN ORDINANCE APPROVING A RESOLUTION BY TRINITY RIVER AUTHORITY OF TEXAS AUTHORIZING THE ISSUANCE OF TRINITY RIVER AUTHORITY OF TEXAS (TARRANT COUNTY WATER PROJECT) REVENUE BONDS, SERIES 1974, $250,000, AND DECLARING AN EMERGENCY" Councilman Copher moved that the ordinance be finally passed as an emergency measure. The motion was seconded by Councilman Ozebek and carried by the following vote: AYES: All members of said City Council shown present above voted "Aye ". NAYS: None. The Mayor announced that the ordinance had been finally passed and adopted as an emergency measure and was effective immediately. 2. That a true, full and correct copy of the aforesaid ordinance passed at the Meeting described in the above and foregoing paragraph is attached to and follows this certifi- cate; 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 ordinance, 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 notified officially and personally in advance, of the time, place and purpose of the aforesaid Meeting, and that said ordinance would be introduced and considered for passage at said Meeting, and each of said officers and members con- sented, in advance, to the holding of said Meeting for such purpose; and that said Meeting was open to the public, and public notice of the time, place and purpose of said Meeting was given, all as required by Vernon's Ann. Civ. Stat. Article 6252 -17. SIGNED AND SEALED the 8th City Secretary (SEAL) day of October, 1974 Mayor RESOLUTION NO. R- RESOLUTION DIRECTING THE ISSUANCE OF TRINITY RIVER AUTHORITY OF TEXAS (TARRANT COUNTY WATER PROJECT) REVENUE BONDS, SERIES 1974; PRE- SCRIBING THE FORM AND TERMS OF SAID BONDS; PROVIDING FOR THE SECURITY AND PAYMENT THEREOF; AND RESOLVING OTHER 14ATTERS RELATING TO THE SUBJECT. WHEREAS, on February 11, 1972, July 21, 1972 and April 20, 1973, the Board of Directors of Trinity River Authority of Texas adopted resolutions (herein called "1972 Bond Resolution ", "1972A Bond Resolution" and "1973 Bond Resolution" respectively) directing the issuance of Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds, Series 1972, Series 1972A and Series 1973 (hereinafter called the "Outstanding Bonds "); and WHEREAS, the Outstanding Bonds were approved by the Attorney General, registered by the Comptroller of Public Accounts of the State of Texas, and are now out- standing; and WHEREAS, it is necessary to issue Completion Bonds in accordance with the 1972 bond resolution; BE IT RESOLVED BY THE BOARD OF DIRECTORS OF TRINITY RIVER AUTHORITY OF TEXAS: AUTHORIZATION OF THE BONDS To provide funds for the acquisition and con- struction of facilities to provide a water supply for Cities and others, there shall be issued negotiable bonds desig- nated "Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds, Series 1974 ", in the amount of $250,000. Said Bonds shall be issued in the manner and with the security hereinafter provided. ARTICLE I DEFINITION OF TERMS Section 1.01. In each place throughout this Resolution wherein the following terms, or any of them, are used, 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) "Act" means Chapter 518, Acts of the Fifty - Fourth Legislature of the State of Texas, as amended. (b) "Authority" means Trinity River Authority of Texas and any other public body or agency at any time succeeding to the property and principal rights, power and obligations of said Authority. (c) "Board of Authority" means the Board of Directors of the Authority. (d) "Bond" or "Bonds" means the bonds authorized by this Resolution. (e) "Certified Public Accountant" means any certified public accountant, licensed public accountant or firm of such public accountants of suitable experience and qualifications not regularly in the employ of the Authority, selected by the Authority. (f) "Cities" means the Cities of Euless and Bedford in Tarrant County, Texas. (g) "Contracts" means the contracts between the Authority and the Cities, dated as of January 21, 1972, and any amendments thereto. 0' (h) "Depository" means the bank or banks which the Authority selects (whether one or more), in accordance with law, as its depository. (i) "Fiscal Year" means each twelve month period beginning December 1 of each year. (j) "Independent Consulting Engineer" means the engineer or engineering firm or corporation at the time employed by the Authority under the provisions of Section 5.13 of the 1972 Bond Resolution. (k) "Paying Agent" means The First National Bank of Fort Worth, Fort Worth, Texas, or its successor. (1) "Resolution" means this resolution and any amendments hereto. (m) "System" means the facilities of Authority to be acquired with proceeds of the Bonds for providing a water supply to Cities and others. ARTICLE II FOR14, EXECUTION AND DELIVERY OF BONDS Section 2.01. THE BONDS. The Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds, Series 1974, shall be issued in the amount of $250,000, dated November 1, 1974, numbered from 1 through 50, of the denomination of $5,000 each, and mature as follows: YEARS AMOUNTS YEARS AMOUNTS 1976 $ 5,000 1985 $15,000 1977 5,000 1986 15,000 1978 5,000 1987 15,000 1979 10,000 1988 15,000 1980 10,000 1989 20,000 1981 10,000 1990 20,000 1982 10,000 1991 20,000 1983 10,000 1992 25,000 1984 10,000 1993 30,000 3 Section 2.02. OPTION OF PRIOR REDEMPTION. The Bonds of this Series shall be optional for redemption prior to their scheduled maturity in whole, or in part, at the option of the Authority, at any time, for the principal amount thereof plus accrued interest to the date fixed 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 redeemed thereby automatically shall be redeemed prior to maturity, and they shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. Section 2.03. INTEREST. The Bonds of this Series shall bear interest from their date at the rate of 7.50% per annum to and until March 1, 1975; at the rate of 8% per annum from and after March 1, 1975, to and until September 1, 1975; and at the rate of 9% per annum from September 1, 1975, to their respective maturities. Such interest shall be evi- denced by attached coupons due March 1, 1975, and semi - annually thereafter on September 1 and March 1 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, N at The First National Bank of Fort Worth, Fort Worth, Texas, which place shall be the paying agent for said Bonds. Section 2.04. FORM. 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 (TARRANT COUNTY WATER PROJECT) REVENUE BOND SERIES 1974 NO. $5,000 Trinity River Authority of Texas, a governmental agency 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 lst day of March, 19 , the sum of FIVE THOUSAND DOLLARS and to pay interest thereon from the date hereof at the rate of 7.50% per annum to and until March 1, 1975; at the rate of 8% per annum from and after March 1, 1975, to and until September 1, 1975; and at the rate of 9% per annum from September 1, 1975, to the maturity date hereof. Said inter- est shall be evidenced by coupons payable March 1, 1975, and semi - annually thereafter on September 1 and March 1 of each year, until the maturity date hereof. Both principal and in- terest are payable in lawful money of the United States of America, upon presentation and surrender of this bond or proper interest coupon as they severally become due, at The First 5 National Bank of Fort Worth, Fort Worth, Texas (herein called "Paying Agent "), without exchange or collection charges to the holder hereof. The Bonds of this Series may be redeemed prior to their scheduled maturities, in whole, or in part, at the option of the Authority, at any time, for the principal amount thereof plus accrued interest to the date fixed for redemption. At least thirty days before the date fixed for any such 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 pay- ment of the principal amount of the Bonds to be so redeemed, plus accrued interest thereon to the date fixed for redemp- tion. 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 being outstanding except for the purpose of receiving the funds so provided for such payment. This bond is one of a duly authorized issue of bonds numbered from 1 through 50, of the denomination of $5,000 each, aggregating $250,000, issued by Trinity River Authority of Texas for the purpose of providing funds for the construction and acquisition of facilities to provide a water supply to Cities and others. As used hereinafter, "Series 1974 Bonds" means this Series of bonds. The Series 1974 Bonds are authorized by a resolution (herein called A "1974 Bond Resolution ") of the Board of Directors of the Authority. The Authority has outstanding Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds, Series 1972, Series 1972A and Series 1973 ( "Series 1972 Bonds ", "Series 1972A Bonds" and "Series 1973 Bonds "), authorized by resolutions (which resolutions are herein called "1972 Bond Resolution ", "1972A Bond Resolution" and "1973 Bond Resolution "), and has reserved the right, under conditions specified in the 1972 Bond Resolution, to issue additional bonds, including Completion Bonds as therein defined, which will be on a parity with the Series 1972 Bonds, the Series 1972A Bonds and the Series 1973 Bonds. The Series 1974 Bonds constitutes an issue of such Comple- tion Bonds. As used hereinafter, "Bonds" means the Series 1972 Bonds, the Series 1972A Bonds, the Series 1973 Bonds and the Series 1974 Bonds. For the purpose of providing for the payment and security of the Bonds, the Authority has pledged certain net revenues to be received by the Authority for providing a water supply under contracts with the Cities of Euless and Bedford in Tarrant County, Texas (the "Contracts "). The 1974 Bonds constitute a first lien on such pledged revenues on a parity with the lien of the Series 1972 Bonds, the Series 1972A Bonds and the Series 1973 Bonds. Such pledge of revenues and income is fully set forth in the 1972 Bond Resolution, the 1972A Bond Resolution, the 1973 Bond Resolution and the 1974 Bond Resolution. Reference is made to said Bond Resolutions for a description of the revenues 7 and funds charged with and pledged to the payment of the interest on and principal of the Bonds, the nature and extent of the security thereof, and a statement of the rights, duties and obligations of the Authority and the right of the holders of the Bonds, to all the provisions of which the holder hereof, by the acceptance of this Bond, assents. Said Authority 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 the 1972 Bond Resolution. The 1972 Bond Resolution provides for the creation of an Interest and Sinking Fund and for the payment into said Fund of a sufficient amount to pay the interest on and the principal of the Bonds as the same become due and paya- ble. The revenues under the Contracts (other than those for maintenance and operation), and the special fund so provided have been and are hereby pledged to and charged with the payment of the interest on and the principal of the Bonds, without preference, priority or distinction as to lien or otherwise of any Bond over any other Bonds. Under the terms and conditions as provided in the 1972 Bond Resolution, the Authority reserves the right to issue completion 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 reve- nues under the Contracts and any amendments thereto. The date of this Bond in conformity with the Resolution above mentioned is November 1, 1974. E The holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by the levy of taxes by the Auth- ority. 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 adoption of the 1974 Bond Resolution, the making of the Contracts, and the pledge of said revenues and fund have happened, exist and have been performed as so required. In witness whereof, Trinity River Authority of Texas has caused this Bond to be signed by the imprinted or lithographed facsimile signature of the President of the Authority and attested by the facsimile signature of its Secretary and the corporate seal of the Authority to be duly impressed, or printed, or lithographed on this Bond, and has caused the coupons hereto attached to be executed with the facsimile signatures of said officials. President, Board of Directors ATTEST: Secretary, Board of Directors (FORM OF COUPON) ON THE 1ST DAY OF , 19 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 E attached shall have been previously called for redemption and provision for the redemption thereof made in accordance with its terms), at The First National Bank of Fort Worth, 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 United States of America, for interest then due on its Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds, Series 1974, dated November 1, 1974. The holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by the levy of taxes by the Authority. Bond No. Secretary, Board of Directors President, Board of Directors (FORM OF STATE COMPTROLLER'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 State of Texas to the effect that this Bond has been examined by him as required by law, 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 Trinity River Authority of Texas and that the contracts therein mentioned are valid and have. been approved, and said Bond has this day been registered by me. Texas. Witness my hand and seal of office at Austin, Comptroller of Public Accounts of the State of Texas 10 Section 2.05. EXECUTION OF BONDS. The Bonds and interest coupons shall be signed by the imprinted or lithographed 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 shall be printed or lithographed thereon. All fac- simile signatures shall have the same effect as though they were manual signatures. In case any officer whose signature or facsimile signature shall appear on any Bond or coupons shall cease to be such officer before the de- livery of such Bonds, such signature or facsimile signature shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. Section 2.06. COMPTROLLER'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. NEGOTIABILITY. The Bonds shall constitute negotiable instruments. Nothing contained in the Bonds or in this Resolution shall affect or impair the negotiability of the Bonds. ARTICLE III ADOPTION OF PROVISIONS OF SERIES 1972 BOND RESOLUTION Articles III through IX of the 1972 Resolution are hereby adopted and made a part hereof and shall be applicable to the Series of Bonds herein authorized except as altered or supplemented hereby. 11 ARTICLE IV REVENUES AND APPLICATION THEREOF Section 4.01. The Interest and Sinking Fund created in the 1972 Bond Resolution and the Redemption Fund created in the 1973 Bond Resolution shall constitute a trust fund and shall be held in trust by the Paying Agent for the benefit of the holders of the Outstanding Bonds and the Bonds herein authorized. Section 4.02. PAYMENT OF PRINCIPAL AND INTEREST. Not less than five (5).days prior to March 1, 1975, and not less than five (5) days prior to each September 1 and March 1 thereafter, in addition to the transfers required by the Resolutions authorizing the Outstanding Bonds, there shall be transferred from the Revenue Fund to the Interest and Sinking Fund sufficient money to pay the next maturing interest and principal, if any, as it is scheduled to come due on the Bonds herein authorized and the fees of the Paying Agent. Monies in the Interest and Sinking Fund shall be kept invested in securities permitted by Section 8 -B of Article 8280 -188, V.C.S. which mature on dates which will coincide as nearly as practicable to the dates when money will be needed to pay interest on and the prin- cipal of the Bonds. Interest and profits resulting from such investments shall be deposited in the Construction Fund until the System is completed, and thereafter in the Interest and Sinking Fund. Section 4.03. SECURITY OF FUNDS. The Authority shall cause the Depository to secure and keep secured, in the manner required by law, all funds on deposit with it, and will cause the Paying Agent to secure all funds de- posited with it as other trust funds are secured. The 12 Authority covenants and agrees that no money will be allowed to be or remain deposited with the Paying Agent or Depository unless secured as above provided. Section 4.04. PLEDGE. The Interest and Sinking Fund, the Redemption Fund created in the 1973 Bond Resol- ution, and all income hereby required to be deposited into said Funds is hereby pledged for the payment and security of the Bonds and the Outstanding Bonds. The Bonds herein authorized and the Outstanding Bonds shall be on a parity and of equal dignity in all respects. ARTICLE V LIENS ON SYSTEM The Authority covenants that except for the pledge of revenues in the Resolutions authorizing the Outstanding Bonds there is not now outstanding 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 payment of the principal of and interest on the Bonds and the Outstanding Bonds, at any time derived from the operation thereof, or any of its funds, except as authorized by Article VII of the 1972 Bond Resolution; that the security of the Bonds will not be impaired in any way as a result of any action or any non - action on the part of the Author- ity, its Board of Directors or officers, or any thereof, and that the Authority has, and will, subject to the pro- visions hereof, continuously preserve good and indefeasible title to the System and each and every part thereof. 13 ARTICLE VI ADDITIONAL BONDS The Authority reserves the right to issue additional Completion Bonds, Improvement Bonds and Refunding Bonds as provided in Article VII of the 1972 Bond Resolution. ARTICLE VII APPLICATION OF BOND PROCEEDS Section 7.01. CONSTRUCTION FUND. Upon delivery of and payment for the Bonds, the Bond proceeds shall be deposited in the Construction Fund. The Construction Fund shall be sub- ject to and charged with a lien in favor of the holders of the Bonds until said Funds are paid out as herein provided. The Depository shall be required to secure the Construction Fund in its possession by pledging obligations of or obligations unconditionally guaranteed by the United States; such obliga- tions at all times shall be at least equal in value to the amount in the Construction Fund in its possession. Section 7.02. INVESTMENT. Money in the Con- struction 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 Project Costs. All interest and profits from such investments shall be deposited into the Construction Fund. 14 Section 7.03. DISBURSEMENTS FROM CONSTRUCTION FUND. (a) Money in the Construction Fund shall be subject to disbursement by the Authority for payment of Project Costs to be incurred in the construction and acquisition of the System. Such disbursements 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 Depositories. Dis- bursements for payments to construction contractors and disbursements for construction material, supplies and equipment shall be approved by the Consulting Engineers. (b) "Project Costs" as used herein includes all acquisition costs and construction costs as those terms are generally understood in standard accounting practice as applied to projects of this nature, and without limiting the generality of the foregoing, it shall include purchase of equipment, capitalized interest, engineering, financing, financial consultants, administrative, auditing and legal expenses incurred in connection with the performance of the Contracts. The costs for engineering, financial con- sultants, administrative and legal expense paid from bond proceeds incurred by the Authority shall be reasonable and at usual and customary rates. Until the System is com- pleted, the Fees of the Paying Agent shall be paid from the Construction Fund, and thereafter from the Interest and Sinking Fund. Damages to land and property, whenever ac- cruing, adjudged under Article I, Section 17 of the Consti- tution of Texas shall constitute a part of Project Costs. After completion of the System, any residue remaining in 15 the Construction Fund shall be deposited in the Interest and Sinking Fund. Section 7.04. BONDS ARE SPECIAL OBLIGATIONS. The Bonds shall be special obligations of the Authority payable solely from the pledged Net 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 the levy of taxes by the Authority. Section 7.05. NO ARBITRAGE. That the Authority covenants to and with'the purchasers of the Bonds that it will make no use of the proceeds of the Bonds at any time throughout the term of this issue of Bonds which, if such use had been reasonably expected on the date of delivery of the Bonds to and payment for the Bonds by the purchasers, would have caused the Bonds to be arbitrage bonds within the meaning of Section 103(d) of the Internal Revenue Code of 1954, as amended, or any regulations or rulings pertain- ing thereto; and by this covenant the Authority is obligated to comply with the requirements of the aforesaid Section 103(d) and all applicable and pertinent Department of the Treasury regulations relating to arbitrage bonds. The Authority further covenants that the proceeds of the Bonds will not otherwise be used directly or indirectly so as to cause all or any part of the Bonds to be or become arbitrage bonds within the meaning of the aforesaid Section 103(d), or any regulations or rulings pertaining thereto. ARTICLE VIII APPROVAL AND DELIVERY; SEVERABILITY Section 8.01. APPROVAL AND REGISTRATION OF BONDS. That the proper officers of the Authority shall prepare and 16 • the Secretary of the Authority shall certify a complete transcript of these proceedings, and such transcript 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 Contracts, and no such Bonds shall be issued under the terms of this Resolution unless and until the same shall have been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas as required by law. Upon registration of said Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's certificate of regis- tration prescribed herein to be printed on the back of each Bond, and the seal of said Comptroller shall be affixed to each of said Bonds. Section 8.02. AWARD OF BONDS. The Bonds are hereby awarded to First Southwest Company at a price of par and accrued interest to date of delivery. It is hereby determined by the Board of Authority that the price and terms of said bid are the most advantageous reasonably obtainable. Section 8.03. FURTHER PROCEDURES. That the officers, employees and agents of the Authority, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Authority all such instruments, 17 whether or not herein 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 8.04. REPEAL; SEVERABILITY. That all resolutions or parts thereof, or other corporate action of the Authority or of this Board of Directors, which in any manner or to any extent conflict with any provisions of this Resolution, shall be, and such other resolutions and corporate action are hereby expressly repealed and in case any one or more of the provisions of this Resolution shall be held to be invalid or ineffective 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. Section 8.05. EMERGENCY. That it is hereby officially found and determined that a case of emergency or urgent public necessity exists which requires the holding of the meeting at which this Resolution is adopted, such emergency or urgent public necessity being that the issu- ance of said Bonds is required 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. "KI