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HomeMy WebLinkAbout479 01-14-1975ORDINANCE NO. 479 AN ORDINANCE AMENDING CONTRACT BETWEEN THE CITY OF EULESS, TEXAS AND TRINITY RIVER AUTHORITY OF TEXAS, AND DECLARING AN EMERGENCY WHEREAS, the City of Euless and the Trinity River Authority of Texas have heretofore.entered into a contract, dated as of January 21, 1972, under which the Trinity River Authority of Texas will provide treated water for the City of Euless; and WHEREAS, the bonds issued pursuant to said contract were issued for interim financing and will be re- funded to the advantage of the City of Euless; and WHEREAS, the above described contract should be amended for purposes of clarification; and WHEREAS, this ordinance must be passed as an emergency measure; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EULESS, TEXAS: Section 1. That Section 1.F of the contract described in the first preamble hereof shall be, and is hereby amended, as of January 22, 1975, so that said Section 1.F shall be as follows: "Section 1. ... "F. 'Bonds' means the revenue bonds issued by Authority, whether one or more issues, and the interest coupons appertaining thereto, to finance the Project, and any bonds, and the coupons apper- taining thereto, issued to refund any bonds issued hereunder." 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. That this Ordinance shall take effect immediately upon passage. Section 4. That the Ordinance authorizing the contract described above and the execution of the contract therein authorized is in all things ratified and affirmed except as changed and amended by this Ordinance. 1975. PASSED AND APPROVED this 14th day of January, Mayor, City of Euless, Texas 46--r#*, ATTEST: - L'�— -Z -11 J/ iJ City Secretary, City 61 Euless, Texas APP OVED- City Attorney, City of Eul ss, Texas ( SEAL) CERTIFICATE FOR ORDINANCE APPROVING TRINITY RIVER AUTHORITY OF TEXAS BOND RESOLUTION THE STATE OF TEXAS COUNTY OF TARP.ANT 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 14TH DAY OF JANUARY, 1975, 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, Iiayor Della Houy, City Secretary Mrs. Willie Mae McCormick Wayne Wright Harold Copher Ray Ozebek Harold L. Samuels and all of said persons were present, except the following absentees: Mayor A. C. Krause , 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: it ORDINANCE NO. 479 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 1975, $4,225,000, AND DECLARING AN EMERGENCY" Councilwoman McCormick 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 c 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. (SEAL) SIGNED AND SEALED the 14th day of January, 1975. City Secretary P f4l"d MW 19P Mayo ( 9 9 RESOLUTION NO. R- RESOLUTION DIRECTING THE ISSUANCE OF TRINITY RIVER AUTHORITY OF TEXAS (TARRANT COUNTY WATER PROJECT) REVENUE BONDS, SERIES 1975, $4,225,000 WHEREAS, a water supply contract dated as of January 21, 1972, and amended as of January 22, 1975 (the "Contract "), has been duly executed between the Trinity River Authority of Texas (the "Authority ") and the Cities of Bedford and Euless, Texas, organized and existing under and by virtue of the laws of the State of Texas (the "Cities "); and WHEREAS, the Contract is hereby adopted by reference for all purposes, with the same effect as if it had been set forth in its entirety in this bond resolution ( "Resolution ") ; and WHEREAS, pursuant to the Contract the following bonds were issued and are presently outstanding (the "Outstanding Bonds "): Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds, Series.1972, dated March 1, 1972, Bonds Numbers 1 through 115, in the denomination of $5,000 each, aggregating $575,000, maturing March 1, 2000, and bearing inter- est from their date at the rate of 5% per annum to and until September 1, 1972; at the rate of 5 -1/2% per annum from and after September 1, 1972, to and until March 1, 1973; at the rate of 6% per annum from and after March 1, 1973, to and until September 1, 1973; at the rate of 6 -1/2% per annum from and after September 1, 1973, to and until March 1, 1974; and at the rate of 7% per annum from and after March 1, 1974; and 1 Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds, Series 1972 -A, dated August 1, 1972, Bonds Numbers 1 through 240, in the denomination of $5,000 each, aggre- gating $1,200,000, maturing March 1, 2000, and bearing interest from their date at the rate of %5 per annum to and until March 1, 1973; at the rate of 5 -1/2% per annum from and after March 1, 1973, to and until September 1, 1973; at the rate of 6% per annum from and after September 1, 1973, to and until March 1, 1974; at the rate of 6 -1/2% per annum from and after March 1, 1974, to and until September 1, 1974; and at the rate of 7% per annum from and after September 1, 1974; and Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds, Series 1973, dated May 1, 1973, Bonds Numbers 1 through 35, in the denomination of $50,000 each, aggregating $1,750,000, maturing March 1, 2000, and bearing interest from their date at the rate of 5 -1/4% per annum to and until March 1, 1974; at the rate of 7% per annum from and after March 1, 1974; and Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds, Series 1974, dated November 1, 1974, Bonds Numbers 1 through 50, in the denomination of $5,000, aggregating $250,000, maturing March 1, 1976 through March 1 1993, and bearing 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; and WHEREAS, all of the Outstanding Bonds are subject to redemption prior to their scheduled maturities, at the option of the Authority, in whole, or in part, on any date whatsoever, at a redemption price equal to par and accrued interest to the date fixed for redemption, and without premium; and the Authority has determined to exercise said option, and to redeem all of the Outstanding Bonds in whole; and 2 WHEREAS, the Authority is authorized by law, including Article 8280 -188, Vernon's Texas Civil Statutes, as amended, to issue and sell refunding bonds to provide funds to refund the Bonds; and WHEREAS, it is necessary to issue bonds to provide funds to refund the Outstanding Bonds and to provide funds for the acquisition and construction of facilities to provide a water supply for Cities and others; and WHEREAS, the Contract requires the payment of Annual Payments by the Cities to provide for the payment of all Bonds issued thereunder, including the bonds issued to refund the Outstanding Bonds; and WHEREAS, the Cities have or will approve this Resolution, as to form and substance, except as to price, interest rate and purchaser, as required by the Contract; THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TRINITY RIVER AUTHORITY OF TEXAS THAT: CALL OF OUTSTANDING BONDS (a) That the Outstanding Bonds described in the third "Whereas" of the preamble hereof are hereby called for redemption, and shall be redeemed, prior to maturity, on March 3, 1975, at The First National Bank of Fort Worth, Fort Worth, Texas, the paying agent for said bonds. (b) That an appropriate written Notice of Redemp- tion of said Outstanding Bonds shall be delivered to The 3 B First National Bank of Fort Worth, Fort Worth, Texas, not less than thirty days before the said date fixed for redemption. (c) That funds sufficient to pay par and accrued interest on said Outstanding Bonds to said date fixed for redemption shall be deposited with said First National Bank of Fort Worth. The money shall be provided by the sale of bonds hereinafter authorized, in accordance with Vernon's Article 8280 -188, Section 8(k), and from the Interest and Sinking Fund established for the Outstanding Bonds. AUTHORIZATION OF BONDS That for the purpose of refunding Outstanding Bonds of the Authority in the principal amount of $3,775,000 and for the purpose of providing funds for the acquisition and construction of facilities to provide a water supply for Cities and others, there shall be issued negotiable bonds designated "Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds, Series 1975" in the aggregate principal amount of $4,225,000. Said Bonds shall be issued in the manner and with the security hereinafter provided, and in accordance with Vernon's Ann. Civ. St. Article 8280 -188. 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: F11 (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 suc- ceeding 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. Euless. (f) "Cities" means the Cities of Bedford and (g) "Contract" means the contract between the Authority and the Cities authorized by the Board of Author- ity at a meeting held by said Board on October 10, 1973, and amended as of January 22, 1975. (h) "Depository" means the bank or banks which the Authority selects (whether one or more), in accordance with law, as its depository. (i) "Engineering Report" means a report of Knowlton- Ratliff - English- Collins, Consulting Engineers, entitled Report on Proposed Bedford - Euless Water System to Trinity River Authority of Texas, dated July, 1971, as such 5 report may be amended or supplemented prior to the execution of construction contracts and changed by change orders entered after construction contracts have been executed, or as such report may be amended or supplemented to provide expanded service in the future. (j) "Fiscal Year" means the twelve month period beginning December 1 of each year, or such other twelve month period as may in the future be designated as the Fiscal Year of Authority. (k) "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 this Resolution. (1) "Outstanding Bonds" means the bonds described in the third "Whereas" of the preamble to this Resolution. (m) "Paying Agent" means the Republic National Bank of Dallas, Dallas, Texas, or, at the option of the bearer, at The First National Bank of Fort Worth, Fort Worth, Texas. (n) "Resolution" means this resolution and any amendments hereto. (o) "System" means all of Authority's facilities constructed pursuant to the Engineering Report. ARTICLE II FORM, EXECUTION AND DELIVERY OF BONDS Section 2.01. THE BONDS. The Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds, Series 1975, shall be issued in the amount of $4,225,000, dated February 1, 1975, numbered from 1 through 845, of the denomina- tion of $5,000 each, and shall mature in each of the years as follows: 0 Section 2.02. OPTION OF PRIOR REDEMPTION. The Bonds of this Series maturing on and after February 1, 1986, shall be optional for redemption prior to their scheduled maturities, in whole, or in part, at the option of the Auth- ority, on February 1, 1985, or on any interest payment date thereafter, at par and accrued interest to date of redemption, plus a premium for each bond, a 5% if redeemed February 1, 4% if redeemed February 1, 3% if redeemed February 1, 2% if redeemed February 1, 1% if redeemed February 1, 0% if redeemed February 1, At least thirty days before the s fol 1985 1986 1987 1988 1989 1990 date lows: or August or August or August or August or August or therea fixed for 1, 1985; 1, 1986; 1, 1987; 1, 1988; 1, 1989; fter. redemption, the 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 redPmrti on, due -----vision shall be made with the Paying Agents for the payment of the principal amount of the bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, and premium, if any. If the required notice of redemption is published, and if due provision for such payment is made, all as provided above, the bonds, which are to be so redeemed, thereby automatically 7 MATURITY DATES AMOUNTS MATURITY DATES AMOUNTS February 1, 1976 $ 50,000 February 1, 1989 $145,000 February 1, 1977 55,000 February 1, 1990 155,000 February 1, 1978 60,000 February 1, 1991 165,000 February 1, 1979 65,000 February 1, 1992 180,000 February 1, 1980 70,000 February 1, 1993 195,000 February 1, 1981 75,000 February 1, 1994 210,000 February 1, 1982 85,000 February 1, 1995 225,000 February 1, 1983 90,000 February 1, 1996 245,000 February 1, 1984 95,000 February 1, 1997 265,000 February 1, 1985 105,000 February 1, 1998 285,000 February 1, 1986 115,000 February 1, 1999 305,000 February 1, 1987 125,000 February 1, 2000 730,000 February 1, 1988 130,000 Section 2.02. OPTION OF PRIOR REDEMPTION. The Bonds of this Series maturing on and after February 1, 1986, shall be optional for redemption prior to their scheduled maturities, in whole, or in part, at the option of the Auth- ority, on February 1, 1985, or on any interest payment date thereafter, at par and accrued interest to date of redemption, plus a premium for each bond, a 5% if redeemed February 1, 4% if redeemed February 1, 3% if redeemed February 1, 2% if redeemed February 1, 1% if redeemed February 1, 0% if redeemed February 1, At least thirty days before the s fol 1985 1986 1987 1988 1989 1990 date lows: or August or August or August or August or August or therea fixed for 1, 1985; 1, 1986; 1, 1987; 1, 1988; 1, 1989; fter. redemption, the 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 redPmrti on, due -----vision shall be made with the Paying Agents for the payment of the principal amount of the bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, and premium, if any. If the required notice of redemption is published, and if due provision for such payment is made, all as provided above, the bonds, which are to be so redeemed, thereby automatically 7 shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and 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 scheduled to mature during the years, respectively, set forth below shall bear interest from their date, until maturity or redemption, at the following rates per annum: maturities - - - - through --------- - -- %; maturities through -- - - - - -- %; maturities through -- - - - - -- %; maturities through -- - - - - -- %; maturities through -- - - - - -- %; maturities through -- - - - - -- %; maturities through -- - - - - -- %; maturities through -- - - - - -- %; maturities through -- - - - - -- %; maturities through -- - - - - -- %; maturities through -- - - - - -- %; maturities through -- - - - - -- %. Such interest shall be evidenced by attached coupons due August 1, 1975, and semi - annually thereafter on February 1 and August 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, at the 'i Republic National Funk of Da l_as, Dallas, Texas, or, at the option of the bearer, at The First National Bank of Fort lWorth, Fort Worth, Texas, which places shall be the Paying 'Agents for said Bonds. i 0 Section 2.0.4. 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 1975 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 Lrevenues hereinafter specified, on the 1st day of February, , the sum of FIVE THOUSAND DOLLARS and to pay interest thereon at the rate of % per annum. Said interest shall be evidenced by coupons payable August 1, 1975, and semi - annually thereafter on February 1 and August 1 'of each year, until the principal shall be paid. Both 'principal and interest are payable in lawful money of the United States of America, upon presentation and surrender of bond or proper coupon as they severally become due, at the Republic National Bank of Dallas, Dallas, Texas, or, at the ,option of the bearer, at The First National Bank of Fort ;:Worth, Fort Worth, Texas (herein called "Paying Agents "), ;without exchange or collection charges to the holder hereof. 9 I The Bonds of this Series maturing on and after February 1, 1986, may be redeemed prior to their scheduled maturities, in whole, or in part, at the option of the Authority, on February 1, 1985, or on any interest payment date thereafter, at par and accrued interest to date fixed for redemption, plus a premium for each bond, as follows: 5% if redeemed 4% if redeemed 3% if redeemed 2% if redeemed 1% if redeemed 0% if redeemed February February February February February February 1, 1, 1, 1, 1, 1, 1985 or 1986 or 1987 or 1988 or 1989 or 1990 or August August August August August therea 1, 1, 1, 1, 1, fte 1985; 1986; 1987; 1988; 1989; r. At least thirty days before the date fixed for any such redemption the Authority shall cause a written notice of such redemption to be published at least once in a finan- cial 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 Agents for the payment of the principal amount of the bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption. If the required notice of redemption is published, and if due pro - vision for such 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 redemption, 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 of like date and tenor except as to number, interest rate, maturity and right of prior redemption, numbered from 1 through 845, of the denomination of $5,000 each, aggregating 10 r $4,225,000, issued by Trinity River Authority of Texas for the purpose of refunding outstanding bonds of the Authority in the principal amount of $3,775,000 and for the purpose of providing funds for the acquisition and construction of facilities to provide a water supply for cities and others. As used herein, "Bonds" means the series of Bonds of which this bond is one. This issue of Bonds is authorized by a resolution of the Board of Directors of the Authority. Said resolution, including any amendment thereof or supplement thereto, is herein called "Resolution ". For the purpose of providing for the payment and 'security of this issue of Bonds, the Authority has pledged the net revenues to be received by the Authority under water supply contracts with the Cities of Bedford and Euless. Such pledge of revenues is fully set forth in the Resolution. The Resol- ution 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 payable, and provides for the creation of a debt service Reserve Fund. The revenues and funds speci- fied in the Resolution 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 one Bond over any other Bond. The date of this Bond in conformity with the Resolution above mentioned is February 1, 1975. 11 Under the terms and conditions as provided in the Resolution, the Authority has reserved 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 the net revenues under the heretofore named Contracts and any amendments thereto. The Authority also has reserved the right to amend the Bond Resolution with the approval of the holders of ! two-thirds of the outstanding Bonds, subject to the restric- tions stated in the Resolution. In addition to all other rights, the holders of this issue of Bonds shall be subrogated to all pertinent and necessary rights of the holders of the obligations being re- funded thereby. The holder hereof shall never have the right to demand payment of this obligation from moneys derived or to be derived by taxation, or any other revenues of the Authority except those revenues pledged to the payment hereof, and this issue of Bonds are special obligations payable as aforesaid solely from the revenues pledged to their payment and shall not be considered general obligations of the governing body of the Authority, the Authority, or the State of Texas. It is hereby certified, recited 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; 12 and that this Bond is a special obligation of said Authority, payable from the revenues specified above. 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 Board of Directors of the Authority and attested by the fac- simile signature of the Secretary of the Board of Directors of said Authority, and the corporate seal of the Authority to be duly impressed, and has caused the with the facsimile ATTEST: Secretary, Board o NO. or printed, or lithographed on this Bond, coupons hereto attached to be executed signatures of said officials. President, Board of Directors f Directors (FORM OF COUPON) ON THE 1ST DAY OF I Trinity River Authority of Texas will pay to bearer, out of revenues specified in the Bond to which this coupon is attached (unless the Bond to which this coupon is attached shall have been previously called for redemption and provi- sion for the redemption thereof made in accordance with its terms), at the Republic National Bank of Dallas, Dallas, Texas, or, at the option of the bearer, 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 13 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 Bond, Series 1975, dated February 1, 1975, bearing the number hereinafter specified. The holder hereof shall never have the right to demand payment of this obligation out of funds derived or to be derived by taxation. Bond No. President, Board of Directors ATTEST: Secretary, Board of Directors (FORM OF STATE COMPTROLLER'S CERTIFICATE) OFFICE OF COMPTROLLER COMPTROLLER'S REGISTRATION NO. 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. Witness my hand and seal of office at Austin, Texas, this Comptroller of Public Accounts of the State of Texas Section 2.05. EXECUTION OF BONDS. The Bonds and interest coupons attached thereto shall be signed-by the im- printed or lithographed facsimile signature of the President 14 I of the Board of Directors of the Authority and attested by the facsimile signature of the Secretary of the Board of Directors of the Authority, and the official seal of the Authority shall be impressed on each bond, or a facsimile of such seal shall be printed or lithographed thereon. All facsimile signatures shall have the same effect as though they were manual signa- tures. In case any officer whose signature or facsimile signature shall appear on any Bond or coupons shall cease to be such officer before the delivery of such Bonds, such signa- ture 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 be negotiable instruments under the laws of the State of Texas. Nothing contained in the Bonds or in this Resolution shall affect or impair the negotiability of the Bonds. ARTICLE III FUNDS, REVENUES AND APPLICATION THEREOF Section 3.01. REVENUE FUND. All revenues of the System received by the Authority, including the net proceeds to the Authority of the Contracts with the Cities shall be collected and paid over promptly upon collection to the Depository and the Authority hereby covenants and agrees so to do. Such revenues shall be held by the Depository in a 15 special fund to be known as the "Trinity River Authority of ', Texas (Tarrant County Water Project) Revenue Bonds Revenue Fund" (hereinafter called the "Revenue Fund "), and shall be `disbursed or applied for the purpose of paying Operation and Maintenance Expenses of the System, and for the making of transfers hereinafter required. Section 3.02. OPERATION AND MAINTENANCE EXPENSES. The term "Operation and Maintenance Expenses" shall mean all costs of operation and maintenance of the Authority's System including, but not limited to, repairs and replacements for which no special fund is created in the Bond Resolution, the cost of utilities, supervision, engineering, accounting, auditing, legal services, and any other supplies, services, administrative costs and equipment necessary for proper operation and maintenance of the Authority's System, and payments made by Authority in satisfaction of judgments re- sulting from claims not covered by Authority's insurance or not paid by one of the Cities arising in connection with the operation and maintenance of the System. The term also includes the fees of the bank or banks where the Bonds are payable. Depreciation shall not be considered an item of Operation and Maintenance Expense. Except for other transfers herein required the moneys in the Revenue Fund shall be subject to withdrawal by the Authority for the payment of Operation and Maintenance Expenses only upon checks and vouchers, stating the purpose of the payment (which shall be in accordance with the current Annual Budget of the Authority) signed by the President of "the Authority and countersigned by its Treasurer, or signed S and countersigned by such officers or employees of the Authority as may from time to time be designated by resol- ution of the Board of Authority. At the end of each Authority Fiscal Year any surplus funds remaining in the Revenue Fund shall be transferred to the Interest and Sinking Fund. Section 3.03. INTEREST AND SINKING FUND. That for the sole purpose of paying the principal of and interest on all Bonds authorized herein and any Additional Bonds, as the same come due, there is hereby created and there shall be established and maintained at The First National Bank in Fort Worth, Fort Worth, Texas, a separate fund to be entitled the "Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds Interest and Sinking Fund" (herein- after called the "Interest and Sinking Fund "). It shall be the duty of the Authority to transfer from the Revenue Fund to the credit of the Interest and Sinking Fund the amounts and at times as follows: (a) such amounts, in equal monthly installments, made on or before February 15, 1975 and on or before the 15th day of each month thereafter, as will be sufficient to pay the interest scheduled to come due on the next interest payment date; (b) such amwoun_s, 4_n equal monthly installments, made on or before February 15, 1975 and on or before the 15th day of each month thereafter, as will be sufficient to pay the next maturing principal on the Bonds; and (c) The First National Bank of Fort Worth shall make such arrangements as are necessary to insure that sufficient funds from the Interest and 17 Sinking Fund are available at the Paying Agents to pay any coupons or Bonds presented for payment on the respective payment dates. Section 3.04. RESERVE FUND. That there is hereby created and there shall be established and maintained at The First National Bank in Fort Worth, Fort Worth, Texas, a separate fund to be entitled the "Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds Reserve Fund" (hereinafter called the "Reserve Fund "). The Reserve Fund shall be used solely for the purpose of finally re- tiring the last of the Bonds and Additional Bonds, or for paying principal of and interest on any Bonds and Additional Bonds, when and to the extent the amount in the Interest and Sinking Fund is insufficient for such purpose. There shall be deposited in the Reserve Fund the amount of $380,000 upon receipt of the proceeds from the sale of the Bonds. So long as the Reserve Fund contains an amount of money and investments equal to $380,000, no further deposits need be made to the Reserve Fund. If the Reserve Fund should be depleted below said amount, then the amount of such de- pletion shall be restored and the Authority shall transfer into the Reserve Fund from the Revenue Fund not less than $6,400 per month until the Reserve Fund contains $380,000. Section 3.05. CONSTRUCTION AND ACQUISITION FUND. There is hereby created and there shall be established and maintained at an official depository of the Authority (which must be a member of the Federal Deposit Insurance Corporation) a separate fund to be entitled the "Trinity River Authority of Texas (Tarrant County Water Project) Revenue Bonds Con- struction and Acquisition Fund" (hereinafter called the WJ "Construction and Acquisition Fund "). The Construction and Acquisition Fund shall be subject to and charged with a lien in favor of the holders of the Bonds until the money in said Fund has been paid out as herein provided. The Depository shall be required to secure the Construction and Acquisition .Fund in its possession by pledging obligations of or obliga- !tions unconditionally guaranteed by the United States; such obligations at all times shall be at least equal in market value to the amount in the Construction and Acquisition Fund in its possession. Section 3.06. DISBURSEMENTS FROM CONSTRUCTION AND ACQUISITION FUND. (a) Money in the Construction and Acquisi- tion Fund shall be subject to disbursement by the Authority for payment of Project Costs to be incurred in the acquisition of the System. Such disbursements shall be made only upon checks stating the purpose of the payment signed and counter- signed 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. Disbursements for payments to construction contractors and disbursements for construction material, supplies and equipment shall be approved by a registered professional engineer. (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, property, rights in property, capitalized interest, costs of land, easements and rights of way, including damages 19 to land and property, engineering,,financing, financial consultants, amdinistrative, auditing and legal expenses incurred in connection with the performance of the Contracts. The costs for engineering, financial consultants, administra- tive and legal expense paid from bond proceeds incurred by the Authority shall be reasonable and at usual and customary rates. Damages to land and property, whenever accruing, adjudged under Article I, Section 17 of the Constitution of Texas shall constitute a part of Project Costs. After com- pletion of the System, any residue remaining in the Construc- tion and Acquisition Fund shall be deposited in the Interest and Sinking Fund. Section 3.07. TRUST FUNDS. The Interest and Sinking Fund and the Reserve Fund shall constitute trust funds and shall be held in trust by The First National Bank of Fort Worth for the benefit of the holders of the Bonds and Addi- tional Bonds permitted hereunder. Section 3.08. 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 Agents to secure all funds deposited with them as other trust funds are secured. The Authority covenants and agrees that no money will be allowed to be or remain deposited with the Depository unless secured as above provided. Section 3.09. PLEDGE. The Contracts provide for the payment by the Cities to the Authority (a) an amount equal to all Operation and Maintenance Expenses, (b) the amount necessary to pay all the principal of and the interest 20 coming due on the Authority's Bonds on each principal and /or interest payment date, (c) during each Fiscal Year, the proportionate part of any special or reserve funds required to be established and /or maintained by the provisions of the Bond Resolution, and (d) an amount in addition thereto suf- ficient to restore any deficiency in any of such funds or accounts required to be accumulated and maintained by the provisions of the Bond Resolution. The term "Net Revenues" as used in this resolution shall mean and be defined as all of the gross revenues or payments received by the Authority from the Cities under the Contracts after deducting therefrom the amounts paid to the Authority for the purpose of paying Operation and Maintenance Expenses, with the result that the Net Revenues shall consist of the amounts necessary to pay all principal and /or interest coming due on the Bonds on each principal and /or interest payment date, and any amounts payable under (c) and (d) above. The Bonds and interest thereon are and shall be payable from and secured by an irrevocable first lien on and pledge of said Net Revenues, and said Net Revenues are hereby pledged irrevocably for such purpose and to the establishment and maintenance of the Interest and Sinking Fund and the Reserve Fund. Section 3.10. INVESTMENT OF FUNDS. The money in all Funds created herein shall be invested and reinvested in securities permitted by Section 8 -B of Article 8280 -188, V.C.S. which mature in not more than fifteen (15) years from the date of their purchase. All income and profits from the 21 investment of all funds hereunder shall be deposited in the Interest and Sinking Fund. ARTICLE 'IV BUDGETS AND ACCOUNTING Section 4.01. PREPARATION OF BUDGET. Not less than forty (40) days before the commencement of the first Fiscal Year after delivery of the Bonds herein authorized and not less than forty (40) days before the commencement of each Fiscal Year thereafter while any of the Bonds or interest thereon is outstanding and unpaid, the Authority will prepare and file with the Cities the annual budget (herein called "Annual Budget ") of maintenance and operating expenses for the ensuing Fiscal Year, and, except as otherwise provided, the total expenditures in any division thereof will not exceed the total expenditures in the corresponding division in the Annual Budget. The Authority covenants that the current maintenance and operation expenses incurred in any Fiscal Year will not exceed the reasonable and necessary amount of such expense, and that it will not expend any amount or incur any obligation for maintenance, repair, and operation in excess of the amounts provided for current maintenance and operating expenses in the Annual Budget; provided, however, that if at any time the Board of Authority shall determine that the amount of the appropriatio, -� 'or any iLelii iri the Annual Budget is in excess of the amount which will be required for such term, the Board of Authority may reduce such appropriation and make appropria- tion for any item or items not covered by the Annual Budget or increase the appropriation for any other item or items by 22 an amount not exceeding the amount of such reduction; and provided further, that the Board of Authority may at any time adopt an amended or supplemental budget for the re.- maiader of the then current Fiscal Year in case of an emergency caused by some extraordinary occurrence which shall be clearly defined in such resolution. Any such supple- .mental budget shall be filed immediately with the Cities. Section 4.02. ACCOUNTING AND REPORTING. The Authority covenants that proper books of record and account will be kept in which true, full and correct entries will be made of all income, expense and transactions of and in relation to the System, and each and every part thereof. Within three months after each full Fiscal Year, a statement certified as correct by a Certified Public Accountant showing the Gross Revenues and the Maintenance and Operation Expenses for such Fiscal Year, shall be furnished to the Cities and to the original purchaser of the Bonds. Each such audit will be available during regular office hours at the administration offices of the Authority for inspection by any holder of any of the Bonds. Section 4.03. PUBLIC INSPECTION. The Authority further covenants and agrees that the System, and each and every part thereof, and all books, records, accounts, docu- ments and vouchers relating to the construction, operation, maintenance, repair, improvement and extension thereof, will at all times be open to inspection by the Cities. ARTICLE V GENERAL COVENANTS Section 5.01. PAYMENTS OF BONDS AND INTEREST. 23 The Authority covenants and agrees that, out of Pledged Revenues, it will duly and punctually pay, or cause to be paid, the principal of every Bond and the interest thereon, on the date and at the place and in the manner specified in the Bonds and in the coupons thereto appertaining, and that it will faithfully do and perform and at all times fully observe any and all covenants,.undertakings and provisions contained herein or in any Bond. Section 5.02. LEGAL ABILITY. The Authority repre- sents that it is a conservation and reclamation district, and a governmental agency and body politic and corporate, duly created, organized and existing under the Constitution and laws of the State of Texas and has proper authority from all other public bodies and authorities, if any, having juris- diction thereof to construct, acquire, operate, maintain, repair, renew and replace the System and facilities as herein described, and to levy and collect rates, tolls, rents, fees and other charges, and to pledge its revenues in the manner and form as herein done or intended, and that all corporate action on its part to that end has been duly and validly taken. The Authority covenants and agrees that it will at all times maintain its corporate existence and maintain a lawful Board of Directors, and at all times function and act in the best interest of the System and the Bondholders. Section 5.03. CONSTRUCTION AND OPERATION. The Authority further covenants that it will forthwith proceed to acquire, construct and complete the System as soon as possible in accordance with plans and specifications which 24 have been prepared by its Independent Consulting Engineer, and thereafter each and every part thereof will be continu- ously operated by the Authority in an efficient and economical manner and will be kept in thorough repair and maintained in a high state of operating efficiency and in such manner that the interest of the Cities, the people of the State of Texas, the bondholders and the Authority will be promoted. Section 5.04. OPERATION OF THE SYSTEM. The Author- ity shall use its best efforts to see that the System is properly and efficiently operated. Section 5.05. CONTRACTORS. Authority shall require each person, firm or corporation with whom (or which) it may contract for construction in connection with the System to furnish a performance bond in the full amount of any contract and a payment bond as required by law, and to carry such workmen's compensation or employers' liability insurance as maybe required by law and such public liability, property damage and builders' risk insurance, if any, as may be appro- priate and necessary. The Authority further covenants and agrees that the proceeds of any such performance bond will forthwith, upon receipt of such proceeds, be applied toward the completion of the contract in connection with which such performance bond shall have been furnished. Section 5.06. COVENANT TO MAINTAIN SUFFICIENT INCOME. To the end that Authority income will be sufficient to pay the Bonds and the interest thereon as they become due, the Authority will keep in effect and enforce the Contracts, and will cause the System to be operated and maintained at an 25 annual cost that will be within its income other than the income required to pay the Bonds and the interest thereon and the fees of the Paying Agents. The Authority will not voluntarily consent to any amendment thereto which would reduce the amounts payable thereunder or extend the time of the payment of such amounts or which would in any manner impair or adversely affect the rights of the holders of the Bonds from time to time. If any of the Cities fails to make payments as required by the Contracts and if it shall appear that enforcement of the Contracts has become ineffective or will be ineffective to the extent that a default in payment of principal of or interest on the Bonds occurs or is threat- ened, the Authority will take all necessary action to preserve and protect the rights of the holders of the Bonds and to assure payment of the principal thereof and the interest thereon. Section 5.07. NO OTHER LIENS. The Authority further covenants that there is not now outstanding, except as regards the bonds being refunded hereunder, and that the Authority will not at any time after the Bonds are outstanding, create or allow to accrue or to exist any lien upon the Sys- tem, or any rights owned,.or the revenues pledged herein to the payment of the principal of and interest on the Bonds, at any time derived from the operation thereof, or any of its Funds, except as authorized by Article VII of this Resol- ution; 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 Authority, its Board of Directors or officers, 26 or any thereof, and that the Authority has, and will, subject to the provisions hereof, continuously preserve good and indefeasible title to the System and each and every part thereof. Section 5.08. KEEP FRANCHISES AND PERMITS IN EFFECT. The Authority further covenants that no franchises, permits, privileges, or easements will be allowed to lapse or be forfeited so long as the same shall be necessary for the proper operation of the System. Section 5.09. GOVERNMENTAL REQUIREMENTS; LIENS; CLAIMS. The Authority covenants that it will duly observe and comply with all valid requirements of any governmental authority relative to the System or any part thereof, and that it will pay or cause to be discharged, or will make ade- quate provision to satisfy and discharge, all lawful claims and demands for labor, materials, supplies, or other objects which if unpaid, might by law become a lien upon such System or any part thereof or the revenue therefrom; provided, however, that nothing in this Section contained shall require the Authority to pay or cause to be discharged, or make provision for, any such lien or charge, so long as the valid- ity thereof shall be contested in good faith and by appro- priate legal proceedings. Section 5.10. FURTHER ASSURANCE. The Authority covenants that it will take such further action as may be required to carry out the purposes of this Resolution and to assure its validity. Section 5.11. SALE AND LEASE OF PROPERTY. (a) The Authority covenants that so long as the Bonds or any of 27 them shall be outstanding, and except as in this Section otherwise permitted, it will not sell, lease or otherwise dispose of or encumber any part of the System except as provided herein. The Authority may from time to time dispose of any rights, machinery, fixtures, apparatus, tolls, instruments, or other movable property and any materials used in con- nection therewith, if the Authority shall determine that such are no longer needed or are no longer useful in connec- tion with the operation and maintenance of the System. The Authority may from time to time sell such real estate that is not needed or serves no useful purposes in connection with the maintenance and operation of the System. The proceeds of any sale of real or personal property acquired from the proceeds of the Bonds shall be deposited in the Revenue Fund. (b) The Authority may lease any of its lands for any purpose, if such lease or the use of such lands will not be detrimental to the operation and maintenance of the System. It may also lease any of its real property for oil, gas and mineral purposes. No lease shall be made which will result in any damage to or substantial diminution of the value of other property of the Authority. The rental to be charged under all such leases shall be not less than the fair and reasonable rental in relation to the character and value of the property leased. All rentals, revenues, re- ceipts and royalties derived by the Authority from any and all leases so made, shall be deposited in the Revenue Fund. (c) It is covenanted and agreed by Authority M that no such property of any nature shall be sold or leased by Authority unless, prior to any action taken by Authority concerning such sale or leasing, Authority shall procure the advice and recommendation in writing of a registered professional engineer concerning such proposed sale or leasing. Section 5.12. SUCCESSOR PAYING AGENTS. If one or both of the Paying Agents herein named, or their successors, become unable for any reason to act as Paying Agent here- under, Authority covenants that it will appoint a bank in the same city as the Paying Agent initially appointed, where the Bonds and coupons may be presented and paid. Section 5.13. INDEPENDENT ENGINEER. (a) The Authority covenants that, until the Bonds and the interest thereon shall have been paid or provision for such payment shall have been made, it will, for the purpose of performing and carrying out the duties imposed on the Independent Con- sulting Engineer by this Resolution, employ an independent engineer or engineering firm or corporation having a favorable repute for skill 'and experience in such work. (b) The Authority covenants that it will at all appropriate times cause the Independent'Consulting Engineer to submit and give all necessary or desirable advice and recommendations concerning renewals, replacements, extensions, betterments and improvements for the System, to the end that the System shall be operated.and maintained in the most efficient and satisfactory manner. Further, Authority shall cause the Independent Consulting Engineer to make in writing a full survey, review and report on the physical condition of the System once every three years, commencing two years after the completion of the System. 29 (c) Authority further covenants that it will cause the Independent Consulting Engineer to make an annual report to it which shall set forth such Engineer's recommenda- tions and advice as to (1) the proper maintenance, repair and operation of the System, including their.findings as to whether or not the properties of the System have been main- tained in good repair and sound operating condition; (2) the extensions, improvements, renewals, and replacements which should be made during the ensuing Fiscal Year; (3) the amounts and types of insurance which should be carried by the Author- ity on the properties; and (4) any revisions or changes of rates, fees and charges. The first such report shall be made one year after completion of the System and in each year thereafter. (d) The expense incurred under this Section 5.13 shall constitute Operation and Maintenance Expenses. Section 5.14. BONDS AND INTEREST NOT PAYABLE FROM TAXES. The holders of the Bonds and the interest coupons appertaining thereto shall never have the right to demand payment thereof out of funds raised or to be raised by taxation. ARTICLE VI INSURANCE Section 6.01. INSURANCE COVERAGE. The Authority covenants that it will at all times keep insured such of its plants, structures, buildings, stations, machinery, equip- ment, apparatus, pipelines and equipment as are usually insured by corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like 30 properties, and will also at all times maintain workmen's compensation insurance and insurance against public liability and property damages, in a reasonable amount with responsible insurance companies; provided, hwever, that at any time while any contractor engaged in construction work shall be fully responsible therefor, the Authority shall not be required to carry such insurance. All such policies shall be open to the inspection of the bondholders and their representatives at all reasonable times. Section 6.02. INSURANCE PROCEEDS. In the event of any loss or damage the Authority covenants that it will reconstruct or repair the destroyed or damaged portion of the property and will apply the proceeds of the insurance policies covering such loss or damage solely for that purpose. The Authority covenants that it will begin such work of recon- struction or repair promptly after such loss or damage shall occur and will continue and properly complete the same as expeditiously as possible and will pay or cause to be paid all costs and expenses in connection therewith so that the same shall be so completed and the property be free and clear of all mechanics' and other liens and claims. The Authority agrees that it will procure the advice and recommendation in writing of a registered professional engineer "concerning such reconstruction before it is undertaken. Section 6.03. UNUSED INSURANCE PROCEEDS. Any insurance proceeds remaining after the completion of and payment for any such reconstruction or repair shall be de- posited in the Revenue Fund. 31 ARTICLE VII ADDITIONAL BONDS, REFUNDING BONDS AND SPECIAL PROJECT BONDS Section 7.01. DEFINITIONS. For the purpose of this Article VII, the following definitions shall apply: (a) "Completion Bonds" means any bonds issued to complete construction of the System to enable the Authority to provide wastewater services to the Cities and to others, as the System is described in the Engineering Report defined in the Contracts. (b) "Improvement Bonds" means bonds issued for improvements, betterments, extensions and replaoements of the System. (c) "Special Project Bonds" means any bonds issued to finance construction and /or acquisition of facilities which will not constitute a part of the System and which will not be paid out of revenues from the Contracts. (d) "Refunding Bonds" means any bonds issued for the purpose of refunding all or a part of the Bonds. (e) "Additional Bonds" means and includes Completion Bonds, Improvement Bonds and Refunding Bonds. Section 7.02. COMPLETION BONDS AND IMPROVEMENT BONDS. The Authority reserves the right to issue Completion Bonds and Improvement Bonds payable from and secured by a pledge of the Net Revenues, on a parity of lien with the Bonds, or junior to the Bonds, or a portion of them may be such first lien bonds and a portion may be such junior lien bonds. The Completion Bonds and Improvement Bonds may be issued in one or more series or installments, and from time to time as authorized by the Board of Authority, provided, 32 however, that no installment or series of Completion Bonds or Improvement Bonds, if it is on a parity with the lien of the Bonds, shall be issued unless: (a) A certificate is executed by the President and Secretary of the Board of Authority to the effect that no default exists in connection with any of the covenants or requirements of the Resolution or Resol- utions authorizing the issuance of all then outstanding Bonds which are secured by the Net Revenues; (b) A certificate is executed by the President and the Secretary of the Board of Authority to the effect that the Interest and Sinking Fund and the Reserve Fund contain the amounts then required to be on deposit therein; (c) The then proposed Completion Bonds or Improvement Bonds are made to mature on August 1 and /or February 1 of each of the years in which they are scheduled to mature. Section 7.03. SPECIAL PROJECT BONDS. Special Project Bonds payable from and secured by revenues may be issued by the Authority for the purpose of providing addi- tional facilities to enable the Authority to render service to other users, provided that such Special Project Bonds are not payable from or secured by a pledge of Net Revenues. Special Project Bonds may be additionally secured by a mortgage or deed of trust lien upon only the physical pro- perties of the project purchased or constructed with the proceeds of such bonds. Section 7.04. INCREASE IN RESERVE FUND. If Completion Bonds or Improvement Bonds are issued,, the maximum amount required to be deposited and maintained in the Reserve 33 r Fund shall be increased so that the aggregate amount to be accumulated in the Reserve Fund shall be no less than the average annual principal and interest requirements for all then outstanding Bonds, Completion Bonds or Improvement Bonds, and for the installment or series of bonds then proposed to be issued. Such average annual requirement shall be cal- culated as of the date of any such Additional Bonds. Pro- vided, as of the date of any such Additional Bonds, it shall be sufficient if the aggregate amount in the Reserve Fund is equal to the average annual requirement on the Bonds and Additional Bonds outstanding and to be outstanding, and if the amount exceeds such average annual requirement, any surplus in the Reserve Fund shall be transferred to the Interest and Sinking Fund. Section 7.05. TAX BONDS. No provisions in this Resolution shall in any way affect the statutory right of the Authority to issue bonds supported wholly by ad valorem taxes. Section 7.06. REFUNDING BONDS. The Authority reserves the right to issue Refunding Bonds to refund any outstanding bonds secured by a pledge of revenues from the Contracts and any amendments thereof. Provided, that if less than all of such bonds at any time outstanding are refunded the principal and interest requirements shall not be increased in any year in which any of the bonds not being refunded are scheduled to mature. 34 "ARTICLE VIII DEFAULT PROVISIONS Section 8.01. REMEDIES. In the event of a default or a threatened default in the payment of principal of or interest on the Bonds, any court of competent jurisdiction may, upon petition of holders of twenty -five per cent of the outstanding Bonds, appoint a receiver with authority to !collect and receive all pledged income of the Authority, employ and discharge agents, employees and consultants of the iAuthority, take charge of pledged funds on hand and manage the proprietary affairs of the Authority without consent or hindrance by the Board of Authority. Such receiver may also be authorized to make contracts for providing sewage treatment and disposal services or renew such contracts with the approval of the court appointing him. The court may vest the receiver with such other powers and duties as the court may find necessary for the protection of the holders of the Bonds. Section 8.02. OTHER REMEDIES; REMEDIES NOT WAIVED. No remedy herein specified is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy available to the holders of the said Bonds, or now or hereafter existing at law or in equity, or by statute. No delay or omission to exercise any right or 35 power shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and so often as may be deemed expedient. ARTICLE' 'IX AMENDMENTS Section 9.01. AMENDMENTS BY AUTHORITY. Without any prior action by or notice to the holders of the Bonds, Authority may, from time to time, and at any time, amend this " Resolution: (a) to add to the covenants and undertakings of the Authority contained in this Resolution such additional covenants and undertakings as may be authorized or permitted by law; and (b) to cure any ambiguity, defective or incon- sistent provisions of this Resolution and to accomplish any other purposes not inconsistent with the provisions of this Resolution and which shall not impair the security afforded hereby. Section 9.02. AMENDMENTS BY CONSENT. The holders !of Bonds aggregating in principal amount two - thirds of the ''aggregate principal amount of the Bonds at the time outstand- �ing (but not including in any case any Bonds which may then be held or owned by or for the account of the Authority) shall have the right from time to time to approve an amend- ment of this Resolution which may be deemed necessary or desirable by the Authority; provided, however, that no amend- ment, without the consent of the holders of all of the Outstanding Bonds, shall: 36 (a) Make any change in the maturity of the Bonds; (b) Reduce the rate of interest borne by any of the Bonds; (c) Reduce the amount of the principal payable on the Bonds; (d) Modify the terms of payment of principal of or interest on the Bonds, or any of them, or impose any conditions with respect to such payment; (e) Affect the rights of the holders of less than all of the Bonds then outstanding; (f) Change the minimum percentage of the principal amount of bonds necessary for consent to such amendment. Section 9.03. NOTICE REQUIRED. If at any time the :'Authority shall desire to amend the Resolution under this !Article, the Authority shall cause notice of the proposed 'amendment to be published in a financial newspaper or journal published in the City of New York, New York, once during each calendar week for at least four successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file with the Paying Agents and with the Secretary of the Board of Authority for inspection by all holders of Bonds. Such pub- lication is not required, however, if notice in writing is given to each holder of Bonds. Section 9.04. ADOPTION OF AMENDMENT. Whenever at any time not less than thirty (30) days and within one year from the date of the first publication of said notice or other service of written notice the Authority shall receive Ian instrument or instruments executed by the holders of at least two - thirds in aggregate principal amount of Bonds then outstanding, which instrument or instruments shall refer to 37 the proposed amendment described in said notice and which specifically consent to and approve such amendment in sub- stantially the form of the copy thereof on file with the Paying Agent and Authority, the Authority may adopt the amendatory resolution in substantially the same form. Section 9.05. EFFECTIVE UPON ADOPTION. Upon the adoption of any amendatory resolution pursuant to the provi- sions of this Article, the Resolution shall be deemed to be amended in accordance with such amendatory resolution, and the respective rights, duties and obligations under the Resolution of the Authority and all the holders of outstand- ing Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such amend- ments. Section 9.06. REVOCATION OF CONSENT. 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 pro- vided for in this Article, 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 thereof 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 Bonds outstanding as in this Section defined have, prior to the attempted revocation, consented to and approved the amendment. M-1 Section 9.07. PROOF OF OWNERSHIP. For the purpose of this Article, the fact of the holding of Bonds by any Bondholder and the amount and numbers of such Bonds, and the date of his holding same may be proved by the affidavit of the person claiming to be such holder, or by a certificate executed by any trust company, bank, banker or any other depository, wherever situated showing that on the date therein mentioned such person had on deposit with such trust company, i bank, banker or other depository, the Bonds described in such certificate. The Authority may conclusively assume that such ownership continues until written notice to the contrary is served upon the Authority. ARTICLE X BOND PROCEEDS Section 10.01. APPLICATION OF BOND PROCEEDS. Upon delivery of and payment for the Bonds, the Depository to which the proceeds of the sale of the Bonds are forwarded shall apply such proceeds as is provided in the succeeding Sections. Section 10.02. ACCRUED INTEREST AND PREMIUM. All -of that part of the proceeds of the Bonds representing accrued interest to date of delivery and premium paid for the Bonds, if any, shall be depsoited in the Interest and Sinking Fund. Section 10.03. RESERVE FUND. There shall be deposited in.the Reserve Fund the amount-of $380,000. Section 10.04. DEPOSIT WITH THE PAYING AGENT OF THE BONDS BEING REFUNDED. There shall be deposited with The First National Bank of Fort Worth, Fort Worth, Texas the 39 par amount of the bonds being refunded which are described in the preamble of this Resolution, together with other money lawfully available to the Authority to pay the accrued interest thereon to date of redemption. Section 10.05. CONSTRUCTION AND ACQUISITION FUND. After the deposits provided for above, the balance of the proceeds from the sale of the Bonds shall be deposited in the Construction and Acquisition Fund. Section 10.06. ARBITRAGE. 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 pertaining thereto; and by this covenant the Authority is obligated to comply with the re- quirements 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 XI APPROVAL AND DELIVERY; SEVERABILITY Section 11.01. APPROVAL AND REGISTRATION OF BONDS. That the proper officers of the Authority shall prepare and 40 the Secretary of the Authority shall certify a complete transcript of these proceedings, and such transcript, together with a transcript of proceedings had in the authorization of the Contracts, shall 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 none of the 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 registration 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 11.02. SALE OF BONDS. The Bonds are hereby sold to at a price of par and accrued interest to date of delivery, plus a premium of $ It is hereby determined by the Board of Authority that the price and terms of said bid are the most advantageous reasonably obtainable. Section 11.03. FURTHER PROCEDURES. That the officers, employees and agents of the Authority, and each of them, shall be and they 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, 41 acknowledge and deliver in the name and under the corporate seal and on behalf of the Authority all such instruments, 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 11.04. 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 cor- porate 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 to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. Section 11.05. 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 emer- gency or urgent public necessity being that the issuance of said Bonds is required as soon as possible and without delay for refunding purposes and 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. 42 i C'E'RTIFICATE FOR ORDINANCE AMENDING CONTRACT BETWEEN THE CITY OF EULESS, TEXAS AND TRINITY RIVER AUTHORITY OF TEXAS, AND DECLARING AN EMERGENCY 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 14TH DAY OF JANUARY, 1975, 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 Della Houy, City Secretary Mrs. Willie Mae McCormick Wayne Wright Harold Copher Ray Ozebek Harold L. Samuels and all of said persons were present, except the following absentees: Mayor A. C. Krause , thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: ORDINANCE AMENDING CONTRACT The Mayor presented for the consideration of the City Council an ordinance bearing the following caption, to -wit: "ORDINANCE NO. 479 AN ORDINANCE AMENDING CONTRACT BETWEEN THE CITY OF EULESS, TEXAS AND TRINITY RIVER AUTHORITY OF TEXAS, AND DECLARING AN EMERGENCY" Councilwoman McCormick 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 present above voted NAYS: None. The Mayor announced that t finally passed and adopted as an effective immediately. City Council shown "Aye ". ae ordinance had been emergency measure and was 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 or said Pleeting; that the above and foregoing paragraph is a true, full and correct excerpt from said City Council's minutes of said M.ecting pertaining to the passage of said ordinance, that the persons named in the _ r 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 dull, 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. (SEAL) SIGNED AND SEALED the 14th day of January, 1975. City Secretary �— Mayor