RESO 1999-01 - TRA Revenue BondsRESOLUTION NO. 99 -01
RESOLUTION APPROVING ARESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND
DELIVERY'OF,TRINITY RIVER AUTHORITY OF TEXAS CONTRACT REVENUE BONDS,
TAXABLE,SER1ES 1999 (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT)
AND APPg. OVINP AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING
THERETO
WHEREAS, the governing body of the City deems it to be appropriate and in the best
interests of the City to approve a Resolution Authorizing the Issuance, Sale and Delivery of Trinity
River Authority of Texas Contract Revenue Bonds, Taxable Series 1999 (Huntsville Regional Water
Supply System Project) and Approving and Authorizing Instruments and Procedures Relating
Thereto.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HUNTSVILLE:
Section 1. That there has been submitted to the City the attached draft of Resolution No. R-
1026, being a "Resolution Authorizing the Issuance, Sale and Delivery of Trinity River Authority of
Texas Contract Revenue Bonds, Taxable Series 1999 (Huntsville Regional Water Supply System
Project) and Approving and Authorizing Instruments and Procedures Relating Thereto" (the "Bond
Resolution ") proposed to be adopted by the Board of Directors of Trinity River Authority of Texas
(the "Authority "). Said draft is hereby approved by the City as to form and substance, and the bonds
(the "Bonds") described therein may be issued by the Authority in accordance with the terms and
provisions set forth therein.
Section 2. That the maturity schedule, interest rates and other details with respect to the
Bonds, as well as the purchase price of the Bonds, shall be determined upon the sale of the Bonds by
the Authority pursuant to receipt of public bids therefor as set forth in the Bond Resolution, and such
maturity schedule, interest rates, other details and purchase price as so determined are hereby
approved by the City.
Section 3. That it is acknowledged and agreed by the City that the Bonds as so authorized
pursuant to the Bond Resolution will be issued in strict conformance and compliance with the Trinity
River Authority of Texas - Huntsville Regional Water Supply System Contract (the "Contract "),
dated as of June 25, 1997, executed between the Authority and City, and relating to the Project as
defined in said Contract, and that the City will be fully bound by the provisions of said Bond
Resolution insofar as they pertain to the City, and the City will be unconditionally obligated to make
the payments with respect to the Bonds as required by the Contract and the Bond Resolution.
Passed and approved this 9th day of February, 1999.
THE CITY OF HUNTSVILLE
4/,.,T ./g,cex
William B. Green, Mayor
ATTEST:
Danna Welter, City Secretary
APPROVED AS TO FORM:
GOW
Scott Bounds, City Attorney
RESOLUTION NO. R -1026
RESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY
OF TRINITY RIVER AUTHORITY OF TEXAS CONTRACT REVENUE BONDS,
TAXABLE SERIES 1999 (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM
PROJECT) AND APPROVING AND AUTHORIZING INSTRUMENTS AND
PROCEDURES RELATING THERETO
THE STATE OF TEXAS
TRINITY RIVER AUTHORITY OF TEXAS
WHEREAS, Trinity River Authority of Texas, is an agency and political subdivision of
the State of Texas, being a conservation and reclamation district created and functioning under
Article 16, Section 59, of the Texas Constitution, pursuant to the provisions of Chapter 518,
Acts of the 54th Legislature, Regular Session, 1955, as amended (the "Authority Act "); and
WHEREAS, a "Trinity River Authority of Texas - City of Huntsville Water Treatment
Facilities, Water Transmission and Clear Well Storage Facilities Contract" (the "Original
Contract "), dated as of September 28, 1976, as amended as of December 7, 1983 and
November 2, 1995, was duly executed between Trinity River Authority of Texas (hereinafter
called the "Issuer" or the "Authority ") and the City of Huntsville, Texas (the "City "); and
WHEREAS, the Original Contract provided that Authority would, for the benefit of
and to serve City and others, issue its bonds for the purpose of constructing water treatment
facilities, including raw water intake facilities, a water treatment plant and metered treated
water discharge facilities, water transmission and clear well storage and pumping facilities,
constituting the Huntsville Regional Water Supply System (the "System ") as described in the
Original Contract; and
WHEREAS, pursuant to the Original Contract, Authority duly issued and delivered its
bonds for the purpose of acquiring, constructing, equipping, completing, improving and
extending the System; and
WHEREAS, Authority and City have entered into a new contract entitled "Trinity
River Authority of Texas - Huntsville Regional Water Supply System Contract" (the
"Contract "), dated as of June 25, 1997, relating to all future projects involving additions,
improvements, repairs, replacements, expansions and extensions of the System, such future
projects being described therein as the "Project ", and that henceforth no further bonds (other
than refunding bonds) shall be issued pursuant to the Original Contract; and
WHEREAS, pursuant to the Contract, the Authority issued its Trinity River Authority
of Texas Contract Revenue Bonds, Series 1997 (Huntsville Regional Water Supply System
Project), in the original principal amount of $3,120,000 (the "Outstanding Bonds ") for the
purpose of obtaining funds to pay the costs of the acquisition and construction of
improvements and extensions to the System; and
WHEREAS, the resolution of the Authority authorizing the issuance of the
Outstanding Bonds permits the Authority to issue additional parity bonds for stated purposes;
and
WHEREAS, the Issuer has determined to issue the bonds (the "Bonds ") hereinafter
authorized on a parity with the Outstanding Bonds to obtain funds to acquire and construct
improvements and extensions to the System, described as the Project; and
WHEREAS, the Bonds authorized to be issued by this resolution (the "Resolution ")
are to be issued and delivered pursuant to the Authority Act, the Interlocal Cooperation Act
(Chapter 791, Texas Government Code), Article 717q, V.A.T.C.S., and other applicable laws;
and
WHEREAS, the Contract authorizes the Issuer to issue the Bonds in the manner and
amount and with the security, as hereinafter provided; and
WHEREAS, the governing body of the City will approve a substantial draft of this
Resolution prior to the delivery of the Bonds to the purchaser thereof.
THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
TRINITY RIVER AUTHORITY OF TEXAS, THAT:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS. The Board of
Directors hereby incorporates the recitals set forth in the preamble hereto as if set forth in full
at this place and further finds and determines that said recitals are true and correct. In order to
obtain funds to pay the costs of the acquisition and construction of improvements and
extensions to the Huntsville Regional Water Supply System, the Board of Directors hereby
authorizes and directs the issuance of revenue bonds of the Issuer in the aggregate principal
amount of $9,260,000.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF BONDS. Each bond issued pursuant to this Resolution shall be
designated: "TRINITY RIVER AUTHORITY OF TEXAS CONTRACT REVENUE BOND,
TAXABLE SERIES 1999 (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM
PROJECT)," and initially there shall be issued, sold, and delivered hereunder fully registered
bonds, without interest coupons, dated February 15, 1999, in the respective denominations and
principal amounts hereinafter stated, numbered consecutively from R -1 upward, payable to the
respective initial registered owners thereof (as designated in Section 28 hereof), or to the
registered assignee or assignees of said bonds or any portion or portions thereof (in each case,
the "Registered Owner "), and said bonds shall mature and be payable serially on August 1 in
each of the years and in the principal amounts, respectively, as set forth in the following
schedule:
PRINCIPAL PRINCIPAL
YEAR AMOUNT($) YEAR AMOUNT($)
2001 245,000 2011 450,000
2002 260,000 2012 475,000
2003 275,000 2013 505,000
2004 295,000 2014 535,000
2005 310,000 2015 570,000
2006 330,000 2016 610,000
2007 350,000 2017 650,000
2008 375,000 2018 690,000
2009 395,000 2019 735,000
2010 420,000 2020 785,000
The term "Bonds" as used in this Resolution shall mean and include collectively the bonds
initially issued and delivered pursuant to this Resolution and all substitute bonds exchanged
therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto,
and the term "Bond" shall mean any of the Bonds.
Section 3. INTEREST. The Bonds scheduled to mature during the years, respectively,
set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in
this Resolution to their respective dates of maturity or redemption prior to maturity at the
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following rates per annum:
INTEREST INTEREST
YEAR RATE( %) YEAR RATE( %)
2001 2011
2002 2012
2003 2013
2004 2014
2005 2015
2006 2016
2007 2017
2008 2018
2009 2019
2010 2020
Said interest shall be payable in the manner provided and on the dates stated in the FORM OF
BOND set forth in this Resolution.
Section 4. CHARACTERISTICS OF THE BONDS. Registration, Transfer,
Conversion and Exchange: Authentication. (a) The Issuer shall keep or cause to be kept at
the principal corporate trust office of U.S. Trust Company of Texas, N.A., Dallas, Texas (the
"Paying Agent/Registrar ") books or records for the registration of the transfer, conversion and
exchange of the Bonds (the "Registration Books "), and the Issuer hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make
such registrations of transfers, conversions and exchanges under such reasonable regulations as
the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall
make such registrations, transfers, conversions and exchanges as herein provided. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address of the registered
owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein
provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar
in writing of the address to which payments shall be mailed, and such interest payments shall
not be mailed unless such notice has been given. The Issuer shall have the right to inspect the
Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise
the Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law, shall not permit their inspection by any other entity. The Issuer
shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such
registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds.
Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in
the manner provided and with the effect stated in the FORM OF BOND set forth in this
Resolution. Each substitute Bond shall bear a letter and/or number to distinguish it from each
other Bond.
Except as provided in Section 4(c) hereof, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond,
and no such Bond shall be deemed to be issued or outstanding unless such Bond is so
executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds
surrendered for conversion and exchange. No additional ordinances, orders, or resolutions
need be passed or adopted by the governing body of the Issuer or any other body or person so
as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and
the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the
substitute Bonds in the manner prescribed herein, and said Bonds shall be of type composition
printed on paper with lithographed or steel engraved borders of customary weight and
strength. Pursuant to Vernon's Ann. Tex. Civ. St. Art. 717k -6, and particularly Section 6
thereof, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the
Paying Agent/Registrar, and, upon the execution of said Certificate, the converted and
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exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the
same effect as the Bonds which initially were issued and delivered pursuant to this Resolution,
approved by the Attorney General, and registered by the Comptroller of Public Accounts.
(b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the
Bonds, all as provided in this Resolution. The Paying Agent/Registrar shall keep proper
records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the
Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as
provided in this Resolution. However, in the event of a nonpayment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment
(a "Special Record Date ") will be established by the Paying Agent/Registrar, if and when funds
for the payment of such interest have been received from the Issuer. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (which shall be 15
days after the Special Record Date) shall be sent at least five (5) business days prior to the
Special Record Date by United States mail, first -class postage prepaid, to the address of each
registered owner appearing on the Registration Books at the close of business on the last
business day next preceding the date of mailing of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall
be given to the Paying Agent/Registrar by the Issuer at least 50 days prior to any such
redemption date), (iii) transferred and assigned, (iv) may be converted and exchanged for other
Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and
authenticated, (vii) the principal of and interest on the Bonds shall be payable, and (viii) shall
be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and
responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect
as required or indicated, in the FORM OF BOND set forth in this Resolution. The Bonds ini-
tially issued and delivered pursuant to this Resolution are not required to be, and shall not be,
authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion
of and exchange for any Bond or Bonds issued under this Resolution the Paying
Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION
CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) Substitute Paying Agent/Registrar. The Issuer covenants with the registered
owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to
act as and perform the services of Paying Agent/Registrar for the Bonds under this Resolution,
and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and
may, at its option, change the Paying Agent/Registrar upon not less than 120 days written
notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next
principal or interest payment date after such notice. In the event that the entity at any time
acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method)
should resign or otherwise cease to act as such, the Issuer covenants that promptly it will
appoint a competent and legally qualified bank, trust company, financial institution, or other
agency to act as Paying Agent/Registrar under this Resolution. Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), along with all other pertinent books and records
relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the
Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a
written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner
of the Bonds, by United States mail, first -class postage prepaid, which notice also shall give the
address of the new Paying Agent/Registrar. By accepting the position and performing as
such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this
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Resolution, and a certified copy of this Resolution shall be delivered to each Paying
Agent/Registrar.
(e) Book -Entry Only System. The Bonds issued in exchange for the Bonds initially
issued to the purchaser specified herein shall be initially issued in the form of a separate single
fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership
of each such Bond shall be registered in the name of Cede & Co., as nominee of The
Depository Trust Company of New York ( "DTC "), and except as provided in subsection (f)
hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee
of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any
securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organizations on whose behalf DTC was created ( "DTC Participant ") to hold securities to
facilitate the clearance and settlement of securities transactions among DTC Participants or to
any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without
limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall
have no responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii)
the delivery to any DTC Participant or any other person, other than a registered owner of
Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii)
the payment to any DTC Participant or any other person, other than a registered owner of
Bonds, as shown in the Registration Books of any amount with respect to principal of or
interest on the Bonds. Notwithstanding any other provision of this Resolution to the contrary,
the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in
whose name each Bond is registered in the Registration Books as the absolute owner of such
Bond for the purpose of payment of principal and interest with respect to such Bond, for the
purpose of registering transfers with respect to such Bond, and for all other purposes
whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds
only to or upon the order of the registered owners, as shown in the Registration Books as
provided in this Resolution, or their respective attorneys duly authorized in writing, and all
such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations
with respect to payment of principal of and interest on the Bonds to the extent of the sum or
sums so paid. No person other than a registered owner, as shown in the Registration Books,
shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of
principal and interest pursuant to this Resolution. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Resolution with respect
to interest checks being mailed to the registered owner at the close of business on the Record
date, the words "Cede & Co." in this Resolution shall refer to such new nominee of DTC.
(f) Successor Securities Depository: Transfers Outside Book -Entry Only System. In
the event that the Issuer determines that DTC is incapable of discharging its responsibilities
described herein and in the representation letter of the Issuer to DTC or that it is in the best
interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the
Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section
17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or
more separate Bonds to such successor securities depository or (ii) notify DTC and DTC
Participants of the availability through DTC of Bonds and transfer one or more separate Bonds
to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds
shall no longer be restricted to being registered in the Registration Books in the name of Cede
& Co., as nominee of DTC, but may be registered in the name of the successor securities
depository, or its nominee, or in whatever name or names registered owners transferring or
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exchanging Bonds shall designate, in accordance with the provisions of this Resolution.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of
DTC, all payments with respect to principal of and interest on such Bond and all notices with
respect to such Bond shall be made and given, respectively, in the manner provided in the
representation letter of the Issuer to DTC.
(h) Notice of Redemption. (i) In addition to the notice of redemption set forth in the
FORM OF BOND, the Paying Agent/Registrar shall give notice of redemption of the Bonds by
first class mail, postage prepaid at least thirty (30) days prior to a redemption date to each
registered securities depository and to any national information service that disseminates
redemption notices. In addition, in the event of a redemption caused by an advance refunding
of the Bonds, the Paying Agent/Registrar shall send a second notice of redemption to the
persons specified in the immediately preceding sentence at least thirty (30) days but not more
than ninety (90) days prior to the actual redemption date. Any notice sent to the registered
securities depositories or such national information services shall be sent so that they are
received at least two (2) days prior to the general mailing or publication date of such notice.
The Paying Agent/Registrar shall also send a notice of prepayment or redemption to the
Registered Owner of any Bond who has not sent the Bonds in for redemption sixty (60) days
after the redemption date.
(ii) Each notice of redemption given by the Paying Agent/Registrar, whether required
in the FORM OF BOND or in this Section, shall contain a description of the Bonds to be
redeemed including the complete name of the Bonds, the Series, the date of issue, the interest
rate, the maturity date, the CUSIP number, the certificate numbers, the amounts called of each
certificate, the publications and mailing date for the notice, the date of redemption, the
redemption price, the name of the Paying Agent/Registrar and the address at which the Bonds
may be redeemed, including a contact person and telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar to the Registered
Owners shall include a CUSIP number relating to each amount paid to such Registered Owner.
Section 5. FORM OF BONDS. The form of the Bonds, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be
attached to the Bonds initially issued and delivered pursuant to this Resolution, shall be,
respectively, substantially as follows, with such appropriate variations, omissions, or insertions
as are permitted or required by this Resolution.
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NO. R-
FORM OF BOND
PRINCIPAL
AMOUNT
UNITED STATES OF AMERICA
STATE OF TEXAS
TRINITY RIVER AUTHORITY OF TEXAS
CONTRACT REVENUE BONDS, TAXABLE SERIES 1999
(HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT)
INTEREST RATE DATE OF BONDS MATURITY DATE CUSIP NO.
February 15, 1999
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the TRINITY RIVER AUTHORITY
OF TEXAS (the "Issuer "), being a governmental agency, and body corporate and politic of the
State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered
assigns (hereinafter called the "registered owner ") the principal amount set forth above, and to
pay interest thereon from the Date of Bonds as set forth above, on August 1, 1999 and
semiannually thereafter on each February 1 and August 1 to the maturity date specified above,
or the date of redemption prior to maturity, at the interest rate per annum specified above;
except that if this Bond is required to be authenticated and the date of its authentication is later
than the first Record Date (hereinafter defined), such principal amount shall bear interest from
the interest payment date next preceding the date of authentication, unless such date of
authentication is after any Record Date but on or before the next following interest payment
date, in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on
the Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due
but has not been paid, then this Bond shall bear interest from the date to which such interest
has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this
Bond shall be paid to the registered owner hereof upon presentation and surrender of this
Bond at maturity or upon the date fixed for its redemption prior to maturity, at the principal
corporate trust office of U.S. Trust Company of Texas, N.A., Dallas, Texas, which is the
"Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made
by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by
check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar
on, and payable solely from, funds of the Issuer required by the Resolution authorizing the
issuance of this Bond (the "Bond Resolution ") to be on deposit with the Paying Agent/Regis-
trar for such purpose as hereinafter provided; and such check or draft shall be sent by the
Paying Agent/Registrar by United States mail, first -class postage prepaid, on each such interest
payment date, to the registered owner hereof, at its address as it appeared on the fifteenth
calendar day of the month next preceding each such date (the "Record Date ") on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition,
interest may be paid by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the registered owner. In the event of a non-
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payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date
for such interest payment (a "Special Record Date ") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from
the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past
due interest (which shall be 15 days after the Special Record Date) shall be sent at least five
business days prior to the Special Record Date by United States mail, first -class postage
prepaid, to the address of each owner of a Bond appearing on the Registration Books at the
close of business on the last business day next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond
prior to maturity as provided herein shall be paid to the registered owner upon presentation
and surrender of this Bond for redemption and payment at the principal corporate trust office
of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond
that on or before each principal payment date, interest payment date, and accrued interest
payment date for this Bond it will make available to the Paying Agent/Registrar, from the
"Interest and Sinking Fund" created by the Bond Resolution, the amounts required to provide
for the payment, in immediately available funds, of all principal of and interest on the Bonds,
when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law
or executive order to close, then the date for such payment shall be the next succeeding day
which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made
on the original date payment was due.
THIS BOND is one of a Series of Bonds dated February 15, 1999, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$9,260,000, IN ORDER TO OBTAIN FUNDS TO PAY THE COSTS OF THE
ACQUISITION AND CONSTRUCTION OF IMPROVEMENTS AND EXTENSIONS TO
THE HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM.
ON AUGUST 1, 2010, or on any date thereafter, the Bonds of this Series may be
redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived
from any available and lawful source, as a whole, or in part, and, if in part, the particular Bonds
to be redeemed shall be selected and designated by the Issuer, at the redemption price of the
principal amount, plus accrued interest to the date fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions
thereof prior to maturity a written notice of such redemption shall be published once in a
financial publication, journal or reporter of general circulation among securities dealers in The
City of New York, New York or in the State of Texas. Such notice also shall be sent by the
Paying Agent/Registrar by United States mail, first -class postage prepaid, at least 30 days prior
to the date fixed for any such redemption, to the registered owner of each Bond to be
redeemed at its address as it appeared on the 45th day prior to such redemption date and to
major securities depositories, national bond rating agencies and bond information services;
provided, however, that the failure to send, mail or receive such notice, or any defect therein or
in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Bond, and it is hereby specifically provided that the
publication of such notice as required above shall be the only notice actually required in
connection with or as a prerequisite to the redemption of any Bonds or portions thereof. By
the date fixed for any such redemption due provision shall be made with the Paying
Agent/Registrar for the payment of the required redemption price for the Bonds or portions
thereof which are to be so redeemed. If such written notice of redemption is published and if
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due provision for such payment is made, all as provided above, the Bonds or portions thereof
which are to be so redeemed thereby automatically shall be treated as redeemed prior to their
scheduled maturities, and they shall not bear interest after the date fixed for redemption, and
they shall not be regarded as being outstanding except for the right of the registered owner to
receive the redemption price from the Paying Agent/Registrar out of the funds provided for
such payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having
the same maturity date, bearing interest at the same rate, in any denomination or denominations
in any integral multiple of $5,000, at the written request of the registered owner, and in
aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as
provided in the Bond Resolution.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Bond Resolution, this Bond, or any unredeemed portion hereof, may, at the request of the
registered owner or the assignee or assignees hereof, be assigned, transferred, converted into
and exchanged for a like aggregate principal amount of fully registered Bonds, without interest
coupons, payable to the appropriate registered owner, assignee or assignees, as the case may
be, having the same denomination or denominations in any integral multiple of $5,000 as
requested in writing by the appropriate registered owner, assignee or assignees, as the case
may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in
accordance with the form and procedures set forth in the Bond Resolution. Among other
requirements for such assignment and transfer, this Bond must be presented and surrendered to
the Paying Agent/Registrar, together with proper instruments of assignment, in form and with
guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of
this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee
or assignees in whose name or names this Bond or any such portion or portions hereof is or are
to be registered. The form of Assignment printed or endorsed on this Bond may be executed
by the registered owner to evidence the assignment hereof, but such method is not exclusive,
and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to
evidence the assignment of this Bond or any portion or portions hereof from time to time by
the registered owner. The Paying Agent/Registrar's reasonable standard or customary fees and
charges for assigning, transferring, converting and exchanging any Bond or portion thereof will
be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be
paid with respect thereto shall be paid by the one requesting such assignment, transfer,
conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying
Agent/Registrar shall not be required to make any such transfer, conversion or exchange (i)
during the period commencing with the close of business on any Record Date and ending with
the opening of business on the next following principal or interest payment date, or, (ii) with
respect to any Bond or any portion thereof called for redemption prior to maturity, within 45
days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns or otherwise ceases to act as such, the Issuer has covenanted in the Bond Resolution
that it promptly will appoint a competent and legally qualified substitute therefor, and cause
written notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and
validly authorized, issued, sold and delivered; that all acts, conditions and things required or
proper to be performed, exist and be done precedent to or in the authorization, issuance and
delivery of this Bond have been performed, existed and been done in accordance with law; that
this Bond, together with other parity bonds, are special obligations of the Issuer payable from
and secured by a first lien on and pledge of (1) the Issuer's Net Revenues from the "Trinity
River Authority of Texas - Huntsville Regional Water Supply System Contract" entered into as
of June 25, 1997, between the Issuer and the City of Huntsville, Texas, and (2) the Net
9
Revenues the Issuer may receive from other parties, if any, with whom the Issuer may contract
in the future for supplying treated water from the water treatment facilities of the Huntsville
Regional Water Supply System, being the Project described in the above Contract.
THE ISSUER has reserved the right, subject to the restrictions stated in the Bond
Resolution, to issue Additional Bonds payable from and secured by a first lien on and pledge of
the aforesaid "Net Revenues" on a parity with this Bond and series of which it is a part.
THE ISSUER also has reserved the right to amend the Bond Resolution with the
approval of the owners of a majority in principal amount of all outstanding bonds secured by
and payable from a first lien on and pledge of the aforesaid "Net Revenues ".
THE REGISTERED OWNER hereof shall never have the right to demand payment of
this Bond or the interest hereon from taxes or from any source whatsoever other than specified
in the Bond Resolution.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Resolution, agrees to be bound by
such terms and provisions, acknowledges that the Bond Resolution is duly recorded and
available for inspection in the official minutes and records of the governing body of the Issuer,
and agrees that the terms and provisions of this Bond and the Bond Resolution constitute a
contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the
manual or facsimile signature of the President of the Board of Directors of the Issuer and
countersigned with the manual or facsimile signature of the Secretary of the Board of Directors
of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in
facsimile, on this Bond.
Secretary, Board of Directors President, Board of Directors
Trinity River Authority of Texas Trinity River Authority of Texas
(SEAL)
FORM OF
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Resolution described in the text of this Bond; and that this Bond has been issued in conversion
or replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a
10
Series which originally was approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts of the State of Texas.
Dated U.S. TRUST COMPANY OF TEXAS, N.A.
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social
Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the within Bond on the books
kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by an eligible
guarantor institution parti-
cipating in a securities
transfer association recog-
nized signature guarantee
program.
11
NOTICE: The signature above
must correspond with the
name of the registered owner
as it appears upon the front
of this Bond in every par-
ticular, without alteration
or enlargement or any change
whatsoever.
FORM OF REGISTRATION CERTIFICATE OF,
THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
Section 6. DEFINITIONS AND PLEDGE.
(a) As used in this Resolution the term "Bonds" shall mean and include collectively the
bonds initially issued and delivered pursuant to this Resolution and all substitute bonds
exchanged therefor, and all other substitute and replacement bonds, issued as provided in this
Resolution; the term "Parity Bonds" means collectively the Outstanding Bonds, the Bonds and
any Additional Bonds, which may be outstanding and payable from the Net Revenues
hereinafter described after the issuance and delivery of the Bonds authorized by this
Resolution; the term "Additional Bonds" means the additional parity revenue bonds permitted
to be authorized in the future as provided in Section 16 of this Resolution; and capitalized
words, terms and phrases used herein which are not otherwise defined herein shall have the
meanings defined in the Contract.
(b) It is hereby determined, declared, and resolved that all of the Parity Bonds,
including the Bonds authorized by this Resolution, are and shall be secured and payable equally
and ratably on a parity, from the Net Revenues.
(c) It is specifically recognized that the Contract provides for the monthly payment by
the City and Additional Contracting Parties, if any, with whom the Issuer may contract for
supplying treated water from the water treatment facilities of the System, as such System may
be added, improved, repaired, replaced, expanded and extended by the Project, as amended
from time to time, to the Issuer of:
(1) all Operation and Maintenance Expense;
(2) the principal of and the interest on the Parity Bonds, as such principal
and interest become due, less interest to be paid out of Bond proceeds
as permitted by the Resolution;
(3) 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 Resolution; and
(4) an amount in addition thereto sufficient to restore any deficiency in any
of such funds or accounts required to be accumulated and maintained by
the provisions of the Resolution.
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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 Issuer from the City under the Contract, and from
Additional Contracting Parties, if any, after deducting therefrom the amounts specifically paid
to the Issuer, as described above, for the purpose of covering, paying and reimbursing the
Issuer for Operation and Maintenance Expense, with the result that the Net Revenues shall
consist of the amounts necessary to pay all principal and/or interest coming due on the Issuer's
Parity Bonds on each principal and/or interest payment date plus the amounts specified in (3)
and (4) above. The Parity Bonds, and the 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 further pledged irrevocably to the establishment and maintenance of the Funds hereinafter
described.
The City has contracted to make all of its payments under the Contract from the
revenues of the City's combined Waterworks and Sewer System as an operating expense of
such combined Waterworks and Sewer System.
Section 7. SPECIAL FUNDS. All gross revenues or payments received by the Issuer
under the Contract and from Additional Contracting Parties, if any, shall be kept separate and
apart from all other funds of the Issuer, and the following special Funds are hereby created and
shall be established and maintained at a depository of the Issuer so long as any of the Parity
Bonds are outstanding and unpaid:
(a) the Revenue Fund;
(b) the Interest and Sinking Fund; and
(c) the Reserve Fund.
Section 8. REVENUE FUND. All gross revenues or payments received by the Issuer
under the Contract and from Additional Contracting Parties, if any, shall be deposited as
received by the Issuer into the Revenue Fund, and shall be deposited from the Revenue Fund,
as hereinafter provided.
Section 9. INTEREST AND SINKING FUND. There shall be deposited into the
Interest and Sinking Fund the following:
(a) immediately after the delivery of the Bonds, all accrued interest and any premium
from the proceeds from the sale of the Bonds shall be deposited to the credit of the Interest
and Sinking Fund, and shall be used for paying interest on the Bonds.
(b) on or before August 1, 1999, and semiannually thereafter on or before each
February 1 and August 1, an amount equal to the principal and/or interest coming due on the
Parity Bonds on the next succeeding interest payment date.
Section 10. USE OF INTEREST AND SINKING FUND. The Interest and Sinking
Fund shall be used solely to pay the principal of and interest on the Parity Bonds as such
principal matures and such interest comes due.
Section 11. RESERVE FUND. (a) In addition to words and terms otherwise defined
in this Resolution, the following definitions shall apply to words and terms used in this section:
"Bond Insurance Policy" means an insurance policy issued by a Bond Insurer insuring
or guaranteeing the payment of principal of and interest on any Parity Bonds.
"Bond Insurer" means an entity that insures or guarantees the payment of principal of
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and interest on any of the Parity Bonds.
"Credit Facility" means a Bond Insurance Policy, a surety bond (including any
supporting Insurance Agreement), or a letter or line of credit issued in support of any Parity
Bonds by a Credit Facility Provider at the request of the Issuer.
"Credit Facility Provider" means (i) with respect to any Credit Facility consisting of a
policy of municipal bond insurance or a surety bond, an issuer of policies of insurance insuring
the timely payment of debt service on governmental obligations such as the Parity Bonds,
provided that a Rating Agency having an outstanding rating on the Parity Bonds would rate
the Parity Bonds upon delivery of the Parity Bonds fully insured by a standard policy issued by
the issuer in its highest generic rating category for such obligations; and (ii) with respect to any
Credit Facility consisting of a letter or line of credit, any financial institution, provided that a
Rating Agency having an outstanding rating on the Parity Bonds would rate the Parity Bonds
in one of its two highest generic rating categories for such obligations if the letter or line of
credit proposed to be issued by such financial institution secured the timely payment of the
entire principal amount of the series of Parity Bonds and the interest thereon.
"Fitch" means Fitch Investors Service, L.P., its successors and their assigns, and, if
such corporation shall be dissolved or liquidated or shall no longer perform the functions of a
securities rating agency, Fitch shall be deemed to refer to any other nationally recognized
securities rating agency designated by the Issuer.
"Insurance Agreement" means an agreement between the Issuer and the Bond Insurer
respecting a municipal bond debt service reserve insurance policy constituting a Reserve Fund
Obligation.
"Moody's" means Moody's Investors Service, Inc., its successors and their assigns, and,
if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a
securities rating agency, Moody's shall be deemed to refer to any other nationally recognized
securities rating agency designated by the Issuer.
"Rating Agencies" means S &P, Moody's and/or Fitch according to which of such rating
agencies then rates the Parity Bonds of the applicable series; and provided that if neither of
such rating agencies then rates the Parity Bonds of such series, the term "Rating Agencies"
shall refer to any national rating agency (if any) which provides such rating.
"Required Reserve" means an amount equal to the lesser of (i) the average annual
principal and interest requirements on the Parity Bonds or (ii) the amount determined by the
Internal Revenue Code of 1986, as amended, and the regulations thereunder, as of the date of
issuance of any Additional Bonds issued with the intent that interest thereon will be excludable
from the gross income of the registered owners thereof for federal income tax purposes, to be
a reasonably required reserve or replacement fund.
"Reserve Fund Obligation" means a Credit Facility satisfying the requirements of this
section which is deposited in the Reserve Fund to meet all or part of the Required Reserve as
provided in section.
"S &P" means Standard & Poor's Ratings Services, a division of The McGraw -Hill
Companies, Inc., its successors and their assigns, and, if such corporation shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating agency, S &P shall be
deemed to refer to any other nationally recognized securities rating agency designated by the
City by notice to the Trustee.
(b) There shall initially be deposited from the proceeds of the sale of the Bonds, to the
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credit of the Reserve Fund, an amount of money equal to the Required Reserve. No further
deposits shall be made into the Reserve Fund as long as the money and investments, together
with any Reserve Fund Obligation, in the Reserve Fund are at least equal in market value to the
Required Reserve; but if and whenever the market value of money and investments, together
with any Reserve Fund Obligation, in the Reserve Fund is reduced below said Required
Reserve because of a decrease in market value of investments, then the Issuer shall require the
City and any Additional Contracting Parties to increase payments under their respective
Contract as soon as practicable, and in all events by the end of the next Fiscal Year, in an
amount sufficient to restore the Reserve Fund to the Required Reserve; and in the event the
Reserve Fund is used to pay the principal of or interest on the Bonds or any Additional Bonds
because of insufficient amounts being available in the Interest and Sinking Fund, then the
Issuer shall require the City and any Additional Contracting Parties to increase payments under
their respective Contract in an amount sufficient to restore the Reserve Fund to the Required
Reserve in market value, and from such increased payments the Issuer shall deposit in the
Reserve Fund, in approximately equal periodic installments, not less than annual, such amounts
as are required to restore the Reserve Fund to the Required Reserve in market value as soon as
practicable, but in any case, within five years from any date of the use of the Reserve Fund to
pay such principal or interest. For purposes of calculating the amount on hand in the Reserve
Fund, an amount equal to the maximum available amount which may be drawn under any
Reserve Fund Obligation, as described in (f) below, will be deemed on deposit in the Reserve
Fund. During any period in which the money and investments credited to the Reserve Fund,
taking into account any Reserve Fund Obligation, are equal to or exceed the Required Reserve
in market value then during such period all investment earnings and income from the Reserve
Fund shall be deposited upon receipt to the credit of the Interest and Sinking Fund.
(c) The Reserve Fund shall be used only for the purpose of paying principal of or
interest on the Parity Bonds when there is not sufficient money available in the Interest and
Sinking Fund for such payments, and shall be used finally to pay, redeem or retire the last of
the outstanding Parity Bonds.
(d) The Reserve Fund shall secure and be used to pay all Parity Bonds, in the manner
and to the extent provided herein. However, each resolution pursuant to which Additional
Bonds are issued shall provide and require that (i) the aggregate amount to be accumulated and
maintained in the Reserve Fund shall be increased (if and to the extent necessary) to the
Required Reserve required after the issuance of such Additional Bonds; and (ii) the required
additional amount, if any, shall be so accumulated by the deposit in the Reserve Fund of all of
said required additional amount in cash or a Reserve Fund Obligation immediately after the
delivery of the then proposed Additional Bonds.
(e) Notwithstanding any other provisions of this Resolution, an equivalent Reserve
Fund Obligation may be substituted by the Issuer at any time and from time to time for all or
any part of the money and/or investments held for the credit of the Reserve Fund, and such
money and/or investments may be withdrawn and used for any lawful purpose. If a Reserve
Fund Obligation is used as provided above, any reimbursements required thereunder to be paid
to a Credit Facility Provider as a result of a draw or demand thereunder and any interest
thereon and expenses payable thereunder shall be made, as provided in the Reserve Fund
Obligation, from moneys deposited into the Reserve Fund until fully paid. If it becomes
necessary to pay interest on or principal of any Bonds from the Reserve Fund, money and
investments held for the credit of the Reserve Fund shall be utilized first for such purpose,
before any demand or draw is made on a Reserve Fund Obligation.
(f) A Reserve Fund Obligation permitted under (b), above, must be a Credit Facility in
the form of a surety bond, insurance policy, or letter of credit meeting the requirements
described below.
15
(1) A surety bond or insurance policy issued to the Issuer or other party, as
agent of the registered owners, by a company licensed to issue an insurance policy
guaranteeing the timely payment of debt service on the Bonds (a "municipal bond
insurer ") if the claims paying ability of the issuer thereof shall be rated by at least two
of the following rating agencies in the indicated rating categories, to -wit, "AAA" by
S &P or Fitch or "Aaa" by Moody's.
(2) A surety bond or insurance policy issued to the Issuer or other party, as
agent of the registered owners, by an entity other than a municipal bond insurer, if the
form and substance of such instrument and the issuer thereof shall be approved in
writing by each Bond Insurer of record.
(3) An unconditional irrevocable letter of credit issued to the Issuer or other
party, as agent of the registered owners, by a bank if the issuer thereof is rated by at
least two of the following rating agencies in the indicated rating categories, to -wit, at
least "AA" by S &P or Fitch or "Aa" by Moody's. The letter of credit shall be payable
in one or more draws upon presentation by the Issuer or other party of a sight draft
accompanied by its certificate (which must be satisfactory in form and substance to the
Issuer or other party and the issuer of the letter of credit) that the Issuer then holds
insufficient funds to make a required payment of principal or interest on the Parity
Bonds. The draws shall be payable within two days of presentation of the sight draft.
The letter of credit shall be for a term of not less than three years and shall be subject to
an "evergreening" feature so as to provide the Issuer with at least 30 months notice of
termination. The issuer of the letter of credit shall be required to notify the Issuer not
later than 30 months prior to the stated expiration date of the letter of credit, as to
whether such expiration date shall be extended, and if so, shall indicate the new
expiration date. If such notice indicates that the expiration date shall not be extended,
the Issuer shall deposit in the Reserve Fund, in accordance with this section, an amount
sufficient to cause the money or investments on deposit in the Reserve Fund, together
with any other qualifying Reserve Fund Obligations, to accumulate to the Required
Reserve, unless the expired Reserve Fund Obligation is replaced by a Reserve Fund
Obligation meeting the requirements in any of 1 through 3, above. The letter of credit
shall permit a draw in full prior to the expiration or termination of such letter of credit
if the letter of credit has not been replaced or renewed. The Issuer or other party shall
draw upon the letter of credit prior to its expiration or termination unless an acceptable
replacement is in place or the Reserve Fund is fully funded to the Required Reserve.
(4) The obligation to reimburse the issuer of a Reserve Fund Obligation for any
expenses, claims, or draws upon such Reserve Fund Obligation, including interest
thereon, shall be made from the deposits made to the Reserve Fund as provided in this
section and in accordance with the provisions of the Reserve Fund Obligation. The
Reserve Fund Obligation shall provide for a revolving feature under which the amount
available thereunder will be reinstated to the extent of any reimbursement of draws or
claims paid. If the revolving feature is suspended or terminated for any reason, the
right of the issuer of the Reserve Fund Obligation to reimbursement will be
subordinated to the cash replenishment of the Reserve Fund to an amount equal to the
difference between the full original amount available under the Reserve Fund
Obligation and the amount then available for further draws or claims. In the event (a)
the issuer of a Reserve Fund Obligation becomes insolvent, or (b) the issuer of a
Reserve Fund Obligation defaults in its payment obligations thereunder, or (c) the
claims paying ability of the issuer of the insurance policy or surety bond falls below
"AAA" by S &P or Fitch or "Aaa" by Moody's, or (d) the rating of the issuer of the
letter of credit falls below "AA" by S &P or Fitch or "Aa" by Moody's, the obligation to
reimburse the issuer of the Reserve Fund Obligation shall be subordinate to the cash
replenishment of the Reserve Fund.
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(5) In the event (a) the revolving reinstatement feature described in the
preceding paragraph is suspended or terminated, or (b) the rating of the claims paying
ability of the issuer of the surety bond or insurance policy falls below "AAA" by S &P
or Fitch or "Aaa" by Moody's, or (c) the rating of the issuer of the letter of credit falls
below "AA" by S &P or Fitch or "Aa" by Moody's, the Issuer shall either (i) deposit
into the Reserve Fund, in accordance with this section, an amount sufficient to cause
the money or investments on deposit in the Reserve Fund to accumulate to the
Required Reserve, or (ii) replace such instrument with a surety bond, insurance policy,
or letter of credit meeting the requirements in any of 1 through 3, above, within six
months of such occurrence. In the event (a) the rating of the claims- paying ability of
the issuer of the surety bond or insurance policy falls below "A" by S &P, Moody's or
Fitch, or (b) the rating of the issuer of the letter of credit falls below "A" by S &P,
Moody's or Fitch, or (c) the issuer of the Reserve Fund Obligation defaults in its
payment obligations hereunder, or (d) the issuer of the Reserve Fund Obligation
becomes insolvent, the Issuer shall either (i) deposit into the Reserve Fund, in
accordance with this section, amounts sufficient to cause the money or investments on
deposit in the Reserve Fund to accumulate to the Required Reserve, or (ii) replace such
instrument with a surety bond, insurance policy, or letter of credit meeting the
requirements in any of 1 through 3 above within six months of such occurrence.
(6) Where applicable, the amount available for draws or claims under a Reserve
Fund Obligation may be reduced by the amount of money or investments deposited in
the Reserve Fund pursuant to clause (i) of the preceding subparagraph 5.
(7) The Issuer shall ascertain the necessity for a claim or draw upon any
Reserve Fund Obligation and provide notice to the issuer of the Reserve Fund
Obligation in accordance with its terms not later than three days (or such appropriate
time period as will, when combined with the timing of required payment under the
Reserve Fund Obligation, ensure payment under the Reserve Fund Obligation on or
before the interest payment date) prior to each interest payment date.
(8) Cash on deposit in the Reserve Fund shall be used (or investments
purchased with such cash shall be liquidated and the proceeds applied as required) prior
to any drawing on any Reserve Fund Obligation. If and to the extent that more than
one Reserve Fund Obligation is deposited in the Reserve Fund, drawings thereunder
and repayments of costs associated therewith shall be made on a pro rata basis,
calculated by reference to the maximum amounts available thereunder.
Section 12. ISSUER'S EXPENSES AND COSTS. The Issuer shall pay, or reimburse
itself for, Operation and Maintenance Expense from the payments made by the City under the
Contract, and by any Additional Contracting Parties, if any, specifically for such purpose, and
in no event from the pledged Net Revenues.
Section 13. INVESTMENTS. Money in any Fund described in this Resolution may be
invested in securities as permitted by the Public Funds Investment Act, as amended. All
earnings and income derived from the investment of the Revenue Fund, the Interest and
Sinking Fund and the Reserve Fund shall be deposited to the credit of the Interest and Sinking
Fund, except during certain periods with respect to the Reserve Fund, as provided in Section
11 hereof. All earnings and income derived from the investment of the Project Acquisition
Fund, hereinafter created, shall be deposited to the credit of the Project Acquisition Fund.
The depository bank in which each of the Funds created by this resolution is maintained
shall invest the amounts on deposit therein in accordance with instructions from the Issuer,
which instructions shall be given by the Issuer after due consultation with the City and any
Additional Contracting Parties.
17
Section 14. DEFICIENCIES IN FUNDS. If the Issuer should be unable at any time to
deposit into any Fund created by this Resolution the full amounts required, amounts equivalent
to such deficiencies shall be set apart and paid into said Funds from the first available Net
Revenues, and such payments shall be in addition to the amounts otherwise required to be
deposited into said Funds.
Section 15. SECURITY FOR FUNDS. All Funds described in this Resolution shall be
secured in the manner and to the fullest extent permitted or required by law for the security of
Issuer funds, and such Funds shall be used only for the purposes and in the manner permitted
or required by this Resolution.
Section 16. ADDITIONAL BONDS. The Issuer reserves the right to issue additional
parity revenue bonds ( "Additional Bonds ") in such amounts as are required for the purpose of
completing the acquisition and construction of the Initial Project and for the acquisition and
construction of any future Additional Projects, collectively constituting the Project, as
provided in the Contract, or for the purpose of expanding the Project to provide service to
Additional Contracting Parties, or for the purpose of refunding any outstanding Parity Bonds
or for any other lawful purpose. Such Additional Bonds shall be considered, constitute and be
defined as "Parity Bonds" for all purposes of this Resolution and "Bonds" for all purposes of
the Contract, and when issued and delivered they shall be payable from and secured by a first
lien on and pledge of the Net Revenues, in the same manner and to the same extent as the
other Parity Bonds; and all of the Parity Bonds shall in all respects be on a parity and of equal
dignity. The Additional Bonds may be issued in one or more installments or series, provided,
however, that no such installment or series shall be issued unless:
(a) a certificate is executed by the General Manager of the Issuer to the effect that (1)
no default exists in connection with any of the covenants or requirements of the resolution or
resolutions authorizing the issuance of all then outstanding Parity Bonds, (2) the Interest and
Sinking Fund and Reserve Fund contain the amounts then required to be on deposit therein and
(3) the Contract with the City and each contract with Additional Contracting Parties, if any,
are in full force and effect and no default exists in connection therewith;
(b) the resolution authorizing the issuance of such installment or series of Additional
Bonds shall provide for the payment of the principal of and interest on such Additional Bonds
from Net Revenues; and
(c) the governing body of the City passes an ordinance or adopts a resolution
approving a substantial draft of the resolution authorizing the issuance of such installment or
series of Additional Bonds.
Section 17. ACCOUNTS AND RECORDS. The Issuer shall keep proper books of
records and accounts, separate from all other records and accounts of the Issuer, in which
complete and correct entries shall be made of all transactions relating to payments under the
Contract and from Additional Contracting Parties, if any. The Issuer shall have said books
audited once each Issuer fiscal year by an independent Certified Public Accountant.
Section 18. ACCOUNTING REPORTS. Within one hundred thirty five (135) days
after the close of each Issuer Fiscal Year hereafter, the Issuer shall forward to any other owner
of any of the Parity Bonds who shall so request in writing, and to the City, a signed or certified
copy of a report by a Certified Public Accountant, covering the next preceding fiscal year,
showing the following information:
(a) A detailed statement of all payments under the Contract and from Additional
Contracting Parties, if any, and the Issuer's disbursements thereof;
18
(b) Balance sheet as of the end of said fiscal year;
(c) Accountant's comment regarding the manner in which the Issuer has complied with
the requirements of this Resolution, and any other resolutions of the Issuer authorizing the
issuance of Parity Bonds, and his recommendations, if any, for any changes or improvements.
Section 19. INSPECTION. Any owner of any Parity Bonds shall have the right at all
reasonable times to inspect all records, accounts and data of the Issuer relating to the Contract,
Additional Contracting Parties, if any, and the Funds described by this Resolution.
Section 20. SPECIAL COVENANTS. The Issuer further covenants as follows:
(a) that other than for the payment of the Parity Bonds the Net Revenues have not in
any manner been pledged to the payment of any debt or obligation of the Issuer;
(b) that while any of the Parity Bonds are outstanding, the Issuer will not, with the
exception of the Additional Bonds expressly permitted by this Resolution to be issued,
additionally encumber the Net Revenues;
(c) that the Issuer will carry out all of its obligations under the Contract; and when or
if necessary will promptly enforce and cause the City and Additional Contracting Parties, if
any, to carry out all of their obligations under the Contract and any other pertinent agreements
or contracts, for the benefit of the Issuer and the owners of the Parity Bonds, by all legal and
equitable means, including the use of mandamus proceedings against the City and Additional
Contracting Parties, if any.
Section 21. BONDS ARE SPECIAL OBLIGATIONS. The Parity Bonds shall be
special obligations of the Issuer payable solely from the pledged Net Revenues, and the owners
of the Parity Bonds shall never have the right to demand payment thereof out of funds raised
or to be raised by the levy of taxes.
Section 22. AMENDMENT OF RESOLUTION.
(a) The Registered Owners of Parity Bonds and Additional Bonds aggregating a
majority of the aggregate principal amount of the then outstanding Parity Bonds and
Additional Bonds shall have the right from time to time to approve any amendment to any
resolution authorizing the issuance of any Parity Bonds or Additional Bonds, which may be
deemed necessary or desirable by the Issuer, provided, however, that nothing herein contained
shall permit or be construed to permit the amendment of the terms and conditions in said
resolutions or in the Parity Bonds or Additional Bonds so as to:
(1) Make any change in the maturity of the outstanding Parity Bonds or
Additional Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Parity Bonds or
Additional Bonds;
(3) Reduce the amount of the principal payable on the outstanding Parity
Bonds or Additional Bonds;
(4) Modify the terms of payment of principal of or interest on the outstanding
Parity Bonds or Additional Bonds, or impose any conditions with respect to such payment;
(5) Affect the rights of the Registered Owners of less than all of the Parity
Bonds and Additional Bonds then outstanding;
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(6) Change the minimum percentage of the principal amount of Parity Bonds
and Additional Bonds necessary for consent to such amendment.
(b) If at any time the Issuer shall desire to amend a resolution under this Section, the
Issuer shall cause notice of the proposed amendment to be published in a financial newspaper
or journal published in the State of Texas and 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 at the principal office of each Paying Agent/Registrar for the Parity Bonds and Additional
Bonds, for inspection by all Registered Owners of Parity Bonds and Additional Bonds. Such
publication is not required, however, if such notice in writing is given to the Registered Owner
of each of the Parity Bonds and Additional Bonds.
(c) Whenever at any time not less than thirty days, and within one year, from the date
of the first publication of said notice or other service of written notice the Issuer shall receive
an instrument or instruments executed by the Registered Owners of at least a majority in
aggregate principal amount of all Parity Bonds and Additional Bonds then outstanding, which
instrument or instruments shall refer to the proposed amendment described in said notice and
which specifically consent to and approve such amendment in substantially the form of the
copy thereof on file as aforesaid, the Issuer may adopt the amendatory resolution in
substantially the same form.
(d) Upon the adoption of any amendatory resolution pursuant to the provisions of this
Section, the resolution being amended shall be deemed to be amended in accordance with the
amendatory resolution, and the respective rights, duties, and obligations of the Issuer and all
the Registered Owners of then outstanding Parity Bonds and Additional Bonds and all future
Additional Bonds shall thereafter be determined, exercised, and enforced hereunder, subject in
all respects to such amendment.
(e) Any consent given by the Registered Owner of a Parity Bond or Additional Bond
pursuant to the provisions of this Section shall be irrevocable for a period of six months from
the date of the first publication of the notice provided for in this Section, and shall be
conclusive and binding upon such Registered Owner and all future Registered Owners of the
principal amount of such Parity Bond or Additional Bond and any bond issued in substitution
and exchange therefor 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 Registered Owner who gave
such consent, or by a successor in title, by filing notice thereof with the Paying Agent/Registrar
for such Parity Bond or Additional Bond, and the Issuer, but such revocation shall not be
effective if the Registered Owners of a majority in aggregate principal amount of then
outstanding Parity Bonds and Additional Bonds as in this Section defined have, prior to the
attempted revocation, consented to and approved the amendment.
(f) For the purpose of this Section, with respect to Parity Bonds or Additional Bonds
issued in fully registered form, all matters relating to the ownership of Parity Bonds and
Additional Bonds shall be determined from the Registration Books of the Issuer kept by the
Paying Agent/Registrar for such Parity Bonds and Additional Bonds.
Section 23. PROJECT ACQUISITION FUND. That immediately after the sale and
delivery of the Bonds, the Issuer shall deposit the remaining proceeds from the sale of the
Bonds, exclusive of accrued interest, any premium and the deposits of capitalized interest and
debt service reserves provided to be made in this Resolution, into a special Project Acquisition
Fund. Said Project Acquisition Fund shall be established, drawn on and used to pay the costs
of the Project, subject to the requirement that each expenditure from the Project Acquisition
Fund must be approved by the Consulting Engineers named in the Contract, prior to the
making of such expenditure; provided, however, that the payment of the costs of issuance of
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the Bonds need not be so approved.
Section 24. DEFEASANCE OF BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired, and no
longer outstanding (a "Defeased Bond ") within the meaning of this Resolution, except to the
extent provided in subsection (d) of this Section, when payment of the principal of such Bond,
plus interest thereon to the due date (whether such due date be by reason of maturity, upon
redemption, or otherwise) either (i) shall have been made or caused to be made in accordance
with the terms thereof (including the giving of any required notice of redemption), or (ii) shall
have been provided for on or before such due date by irrevocably depositing with or making
available to the Paying Agent/Registrar for such payment (1) lawful money of the United
States of America sufficient to make such payment or (2) Government Obligations which
mature as to principal and interest in such amounts and at such times as will insure the
availability, without reinvestment, of sufficient money to provide for such payment, and when
proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the
payment of its services until all Defeased Bonds shall have become due and payable. At such
time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and
the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of,
the Pledged Revenues as provided in this Resolution, and such principal and interest shall be
payable solely from such money or Government Obligations.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written
direction of the Issuer also be invested in Government Obligations, maturing in the amounts
and times as hereinbefore set forth, and all income from such Government Obligations received
by the Paying Agent/Registrar which is not required for the payment of the Bonds and interest
thereon, with respect to which such money has been so deposited, shall be turned over to the
Issuer, or deposited as directed in writing by the Issuer.
(c) The term "Government Obligations" as used in this Section shall mean direct
obligations of the United States of America, including obligations the principal of and interest
on which are unconditionally guaranteed by the United States of America, which may be
United States Treasury obligations such as its State and Local Government Series, which may
be in book -entry form.
(d) Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds
the same as if they had not been defeased, and the Issuer shall make proper arrangements to
provide and pay for such services as required by this Resolution.
Section 25. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated,
lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and
delivered a new bond of the same principal amount, maturity and interest rate, as the damaged,
mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner
hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to
the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the
Registered Owner applying for a replacement bond shall furnish to the Issuer and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of a Bond, the Registered Owner shall furnish to the Issuer and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as
the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall
21
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Bond shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, redemption premium, if any, or interest on the
Bond, the Issuer may authorize the payment of the same (without surrender thereof except in
the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided
security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all
legal, printing, and other expenses in connection therewith. Every replacement bond issued
pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or
destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen,
or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of this Resolution equally and proportionately with any and all other
Bonds duly issued under this Resolution.
(e) Authority for Issuing Replacement Bonds. In accordance with Section 6 of
Vernon's Ann. Tex. Civ. St. Art. 717k -6, this Section shall constitute authority for the issuance
of any such replacement bond without necessity of further action by the governing body of the
Issuer or any other body or person, and the duty of the replacement of such bonds is hereby
authorized and imposed upon the Paying Agent/Registrar and the Paying Agent/Registrar shall
authenticate and deliver such Bonds in the form and manner and with the effect, as provided in
Section 4 of this Resolution for Bonds issued in conversion and exchange for other Bonds.
Section 26. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION, CUSIP NUMBERS, AND INSURANCE. The President of the
Board of Directors of the Issuer and the General Manager of the Issuer are hereby authorized
to have control of the Bonds issued hereunder and all necessary records and proceedings
pertaining to the Bonds pending their delivery and their investigation, examination, and
approval by the Attorney General of the State of Texas, and their registration by the
Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds said
Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller)
shall manually sign the Comptroller's Registration Certificate on the Bonds, and the seal of said
Comptroller shall be impressed, or placed in facsimile, on the Bonds. The approving legal
opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of
the Issuer, be printed on the Bonds or on any Parity Bonds issued and delivered in conversion
of and exchange or replacement of any Bond, but neither shall have any legal effect, and shall
be solely for the convenience and information of the Registered Owners of the Bonds. If
insurance is obtained on any of the Bonds, the Bonds and all other Bonds shall bear an
appropriate legend concerning insurance as provided by the insurer.
Section 27. FURTHER PROVISIONS AND PROCEDURES. The President, Vice
President and Secretary of the Board of Directors of the Issuer, the General Manager of the
Issuer and all other officers, employees and agents of the Issuer, 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 Issuer a Letter of Representation with
DTC regarding the Book -Entry Only System, the Paying Agent/Registrar Agreement with the
Paying Agent/Registrar and all other instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Resolution, the
Letter of Representation, the Bonds, the sale of the Bonds and the Official Statement.
Notwithstanding anything to the contrary contained herein, while the Bonds are subject to
DTC's Book -Entry Only System and to the extent permitted by law, the Letter of
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Representation is hereby incorporated herein and its provisions shall prevail over any other
provisions of this Resolution in the event of conflict. In case any officer whose signature shall
appear on any Bond shall cease to be such officer before the delivery of such Bond, such
signature shall nevertheless be valid and sufficient for all purposes the same as if such officer
had remained in office until such delivery.
Section 28. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to a
Syndicate headed by for % of par, plus accrued interest on the
Bonds from their date to date of delivery. The Bonds shall initially be registered in the name of
. It is hereby officially found, determined, and declared that the
Bonds have been duly advertised for sale; that the Bonds have been sold at public sale to the
bidder offering the lowest interest cost, after receiving sealed bids pursuant to a Notice of Sale
and Bidding Instructions, an Official Bid Form, and an Official Statement dated as of
1999, prepared and distributed in connection with the sale of the Bonds. Said
public advertisement, Notice of Sale and Bidding Instructions, Official Bid Form, and an
Official Statement have been and are hereby approved by the Board of Directors of the Issuer.
It is further officially found, determined, and declared that the statements and representations
contained in said Notice of Sale and Bidding Instructions and Official Statement are true and
correct in all material respects, to the best knowledge and belief of said Board of Directors.
Section 29. INTEREST EARNINGS ON BOND PROCEEDS. Interest earnings
derived from the investment of proceeds from the sale of the Bonds, other than proceeds
deposited in accordance with Sections 9 and 11 hereof, shall be used along with other available
proceeds for the completion of construction of the Project; provided that after completion
thereof if any of such interest earnings remain on hand, such interest earnings shall be
deposited in the Interest and Sinking Fund.
Section 30. CONTINUING DISCLOSURE OF INFORMATION.
(a) Pursuant to a Continuing Disclosure Agreement by and between the Issuer and the
City, the Issuer and the City have undertaken for the benefit of the beneficial owners of the
Bonds, to the extent set forth therein, to provide continuing disclosure of financial information
and operating data with respect to the City in accordance with the Rule as promulgated by the
SEC.
(b) The Issuer shall, for the benefit of the beneficial owners of the Bonds, undertake to
notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the
following events with respect to the Bonds, if such event is material within the meaning of the
federal securities laws:
A. Principal and interest payment delinquencies;
B. Non - payment related defaults;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions or events affecting the tax- exempt status of the Bonds;
G. Modifications to rights of holders of the Bonds;
H. Bond calls;
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I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the Bonds; and
K. Rating changes.
(c) As used in this Section, the following terms have the meanings ascribed to such
terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be
a nationally recognized municipal securities information repository within the meaning of the
Rule from time to time.
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state
information depository within the meaning of the Rule from time to time.
Section 34. PROVISIONS RELATING TO BOND INSURANCE. [To Come.]
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CERTIFICATE FOR
RESOLUTION APPROVING A RESOLUTION AUTHORIZING THE ISSUANCE, SALE,
AND DELIVERY OF TRINITY RIVER AUTHORITY OF TEXAS CONTRACT REVENUE
BONDS, TAXABLE SERIES 1999 (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM
PROJECT) AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES
RELATING THERETO
THE STATE OF TEXAS
COUNTY OF WALKER
CITY OF HUNTSVILLE
We, the undersigned, Mayor and City Secretary of the City of Huntsville, Texas, hereby
certify as follows:
1. The City Council of the City of Huntsville convened in REGULAR MEETING ON
THE 9TH DAY OF FEBRUARY, 1999, in the City Council Chamber in the City Hall, and the
roll was called of the duly constituted officers and members of said City Council, to wit:
William B. Green, Mayor
Ronald L. Lange, Mayor Pro Tem
David Martinez
Marjorie Rex
Jo Ann Castille
Dan Davis
Steed Smith
Dave Luning
Vance Howard
Danna Welter, City Secretary
and all of said persons were present, except the following
absentees: Dan Davis , thus
constituting a quorum. Whereupon, among other business, the following was transacted at said
Meeting: a written
RESOLUTION APPROVING A RESOLUTION AUTHORIZING THE ISSUANCE, SALE,
AND DELIVERY OF TRINITY RIVER AUTHORITY OF TEXAS CONTRACT REVENUE
BONDS, SERIES 1999 ( HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT)
AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES
RELATING THERETO
was duly introduced for the consideration of said City Council and duly read. It was then duly
moved and seconded that said Resolution be adopted; and, after due discussion, said motion,
carrying with it the adoption of said Resolution, prevailed and carried by the following record
vote:
AYES:
NOES:
8
0
ABSTENTIONS:
That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that said
Resolution has been duly recorded in said City Council's minutes of said Meeting; that the above and
foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said
Meeting pertaining to the adoption of said Resolution; that the persons named in the above and
foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City
Council as indicated therein; and that each of the officers and members of said City Council was duly
and sufficiently notified officially, in advance, of the time, place, and purpose of the aforesaid
Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting;
and that said Meeting was open to the public, and public notice of the time, place, and purpose of said
Meeting was given, all as required by Chapter 551, Texas Government Code.
SIGNED AND SEALED the 9th day of February, 1999.
City Secretary Mayor
City of Huntsville, Texas
City of Huntsville, Texas
(CITY SEAL)
I, the undersigned, City Attorney of the City of Huntsville, Texas, hereby certify that I read
and approved as to legality the attached and following Reso tion, prior to its adoption.
Cit Attorney