HomeMy WebLinkAboutResolution No. 2026-20 ExhibitExhibit A - 1
EXHIBIT A RESOLUTION NO. R-17[xx]
RESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF TRINITY RIVER AUTHORITY OF TEXAS HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM REVENUE BONDS, AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO
THE STATE OF TEXAS TRINITY RIVER AUTHORITY OF TEXAS
WHEREAS, Trinity River Authority of Texas (the “Authority” or “Issuer”), 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");
WHEREAS, the Authority entered into a "Trinity River Authority of Texas – Huntsville Regional Water
Supply System Contract" dated June 25, 1997, as amended on February 28, 2024 by the “Trinity River Authority of Texas - First Amendment - Huntsville Regional Water Supply System Contract” (together, the “Contract”) with the
City of Huntsville, Texas (the “City”) for additions, improvements, repairs, replacements, expansions and extensions of the Huntsville Regional Water Supply System (the “System”) by the Issuer for the benefit of the City;
WHEREAS, the Authority has determined to issue the bonds or other evidence of indebtedness hereinafter
authorized to (i) obtain funds to pay for the acquisition and construction of the Improvements for the System; (ii) funding the Reserve Fund, if required; and (iii) pay costs of issuance of the Bonds;
WHEREAS, the Bonds authorized to be issued by this resolution (the "Bond Resolution" or "Resolution")
are to be issued and delivered pursuant to the Authority Act, Chapter 30, Texas Water Code, as amended, Chapter 1371, Texas Government Code, as amended, and other applicable laws;
WHEREAS, the Contract authorizes the Issuer to issue the Bonds in the manner and amount and with the
security, as hereinafter provided.
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 (i) obtain funds to pay for the acquisition and
construction of the Improvements for the System; (ii) funding the Reserve Fund, if required; and (iii) pay costs of issuance of the Bonds, the Board of Directors hereby authorizes and directs the issuance of revenue bonds of the
Issuer, in one or more series, in the aggregate principal amount of not to exceed $12,630,000.
Section 2. DEFINITIONS. The definitions set forth in the preamble hereto are incorporated herein as if set forth in this section. As used in this Resolution the following terms shall have the meanings set forth below, unless
the text hereof specifically indicates otherwise:
(a)The term "Additional Bonds" means the additional parity bonds permitted to be authorized in thisResolution.
(b)The terms "Authority" and "Issuer" shall have the meaning set forth in the preamble.
(c)The term "Board" means the Board of Directors of the Issuer, being the governing body of the
Issuer and it is further resolved that the declarations and covenants of the Issuer contained in thisResolution are made by, and for and on behalf of the Board and the Issuer, and are binding uponthe Board and the Issuer for all purposes.
Exhibit A - 2
(d)The terms "Bond Resolution" and "Resolution" mean this resolution adopted by the Board ofDirectors of the Issuer authorizing the issuance of the Bonds.
(e)The term "Bonds" means collectively the Bonds or other evidence of indebtedness authorized bylaw and as authorized by this Resolution, issued in a single or multiple series, and all substitutebonds exchanged therefor and other substitute bonds as provided for in this Resolution.
(f)The term "City" means the City of Huntsville, Texas.
(g)The term "Code" means the United States Internal Revenue Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant thereto.
(h)The term "Contract" means, collectively, the Trinity River Authority of Texas – HuntsvilleRegional Water Supply System Contract" dated June 25, 1997, as amended on February 28, 2024by the “Trinity River Authority of Texas - First Amendment - Huntsville Regional Water SupplySystem Contract”, between the Issuer and the City.
(i)The term "Fiscal Year" shall mean the Authority's fiscal year, which initially shall be the year
commencing December 1 of each calendar year and ending on November 30 of the followingcalendar year, but which subsequently may be any other 12-month period hereafter established bythe Issuer as a Fiscal Year.
(j)The terms "Gross Revenues" mean all of the revenues, income, rentals, rates, fees, and charges ofevery nature derived by the Issuer from the operation and/or ownership of the System, including
specifically all payments and amounts received by the Issuer from the City pursuant to theContract, and any income from the investment of money in any Funds created by this Resolution,
excepting any amounts required to be rebated to the Internal Revenue Service in accordance withthis Resolution.
(k)The term "Improvements" means all of the Issuer's additions, improvements, repairs,
replacements, expansions and extensions of the System. However, said terms do not include anyfacilities acquired or constructed by the Issuer with the proceeds from the issuance of "Special
Facilities Bonds", which are hereby defined as being revenue obligations of the Issuer which arenot issued as Additional Bonds, and which are payable from any source, contract, or revenues
whatsoever other than the Pledged Revenues; and Special Facilities Bonds may be issued for anylawful purpose and made payable from any source, contract, or revenues whatsoever other than the
Pledged Revenues.
(l)The term "Net Revenues" means the Gross Revenues less the Operation and MaintenanceExpenses.
(m)The term "Operation and Maintenance Expenses" means all costs and expenses of operation and
maintenance of the System, including (for greater certainty but without limiting the generality ofthe foregoing) repairs and replacements for which no special fund is created in the resolutions
authorizing the issuance of the Bonds or Parity Bonds, operating personnel, the cost of utilities,the costs of supervision, engineering, accounting, auditing, legal services, supplies, services,
administrative costs, including general overhead expenses of the Issuer attributable to the System,insurance premiums, equipment necessary for proper operation and maintenance of the System,and payments made by the Issuer in satisfaction of judgments resulting from claims not coveredby the Issuer's insurance arising in connection with the operation and maintenance of the System.
The term also includes the charges of the bank or banks where the Bonds are payable. The termdoes not include the cost of raw water supplies.
(n)The term "Parity Bonds" means (i) the Previously Issued Bonds, the (ii) Bonds and (iii) anyAdditional Bonds.
Exhibit A - 3
(o)The term "Pledged Revenues" means: (a) the Net Revenues and (b) any additional revenues,income, receipts, donations, or other resources derived or received or to be received from anypublic or private source, whether pursuant to an agreement or otherwise, which in the future may,at the option of the Issuer, be pledged to the payment of the Bonds or the Additional Bonds.
(p)The term “Previously Issued Bonds” means the Trinity River Authority of Texas (Huntsville
Regional Water Supply System Project) Contract Revenue Bonds, Series 2024.
(q)The term “System” means the water treatment facilities, including raw water intake facilities,water treatment plants and metered treated water discharge facilities, water transmission and clear
well storage and pumping facilities, constituting the Huntsville Regional Water Supply Systemincluding all Improvements.
Section 3. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, MATURITIES AND SALE OF BONDS.
(a)Each bond issued pursuant to this Resolution shall, subject to paragraph (b) of this section, bedesignated: "TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY
SYSTEM PROJECT) CONTRACT REVENUE BOND, SERIES 2026” except as modified in the Pricing Certificate to reflect the year of issue or sequential alphabetical lettering of multiple series.
(b)As authorized by Chapter 1371, Texas Government Code, as amended, the General Manager and the
Chief Financial Officer of the Issuer are each hereby designated as the "Authorized Officer" of the Issuer, and are each individually hereby authorized, appointed, and designated as the officer or employee of the Issuer authorized to
act on behalf of the Issuer in the selling and delivering of the Bonds and carrying out the other procedures specified in this Resolution, including the use of a book-entry-only system with respect to the Bonds and the execution of an
appropriate letter of representations if deemed appropriate, the determining and fixing of the date of the Bonds, whether the federal income treatment of any series of Bonds shall be excludable from Section 103 of the Internal
Revenue Code, any additional or different designation or title by which the Bonds shall be known, the price at which the Bonds will be sold, the aggregate principal amount of the Bonds and the amount of each maturity of principal
thereof, the due date of each such maturity (not exceeding forty years from the date of the Bonds), the rate of interest to be borne by each such maturity, the interest payment dates and periods, the dates, price and terms upon and at
which the Bonds shall be subject to redemption prior to due date or maturity at the option of the Issuer, any mandatory sinking fund redemption provisions, procuring municipal bond insurance, and approving modifications to
this Resolution and executing such instruments, documents and agreements as may be necessary with respect thereto, if it is determined that such insurance would be financially desirable and advantageous, and all other matters
relating to the issuance, sale and delivery of the Bonds. The Authorized Officer, acting for and on behalf of the Issuer, is authorized to arrange for the Bonds to be sold at a private placement, negotiated sale or public sale, at such
price, in the aggregate principal amount not exceeding the maximum amount set forth in Section 1 hereof, with such maturities of principal, with such interest rates, and with such optional and mandatory sinking fund redemption
provisions, if any, and other matters, as shall be set forth in a certification by the Authorized Officer. The Authorized Officer shall determine if the provisions of Rule 15c2-12 of the United States Securities and Exchange
Commission relating to continuing disclosure of information shall be required to be complied with and, if required, what disclosure will be required to be complied with by the Issuer; all of which shall be specified in the "Pricing
Certificate" executed by the Authorized Officer. It is further provided, however, that, notwithstanding the foregoing provisions, the Bonds shall not be delivered unless, prior to their delivery, the Bonds have been rated by a nationally
recognized rating agency for municipal long-term obligations, as required by said Chapter 1371, Texas Government Code, as amended.
(c)Sale Parameters. The Pricing Officer is authorized to issue and deliver, on behalf of the Authority, theBonds in multiple series so long as all series are sold within one year of the date of this Resolution. In establishing the aggregate principal amount of the Bonds, the Authorized Officer shall establish an amount within the amount authorized in Section 1 hereof, which amount shall be sufficient to provide for (i) obtaining funds to pay for the acquisition and construction of the Improvements for the System; (ii) funding the Reserve Fund, if required; and (iii) pay costs of issuance of the Bonds.
Exhibit A - 4
(d)If the Authorized Officer determines that the Bonds should be sold by private placement, theAuthorized Officer shall select the purchaser which, after due consideration and investigation, is willing to buy the Bonds on the most advantageous terms to the Issuer as determined by the Authorized Officer.
(e)If the Authorized Officer determines that the Bonds should be sold by a negotiated sale, the AuthorizedOfficer shall designate the senior managing underwriter for the Bonds and such additional investment banking firms
as deemed appropriate to assure that the Bonds are sold on the most advantageous terms to the Issuer. The Authorized Officer, acting for and on behalf of the Issuer, is authorized to enter into and carry out the terms of a bond purchase contract for the Bonds to be sold by negotiated sale, with the underwriter(s) thereof at such price, with and subject to such terms as determined by the Authorized Officer subject to the parameters set forth in this
Resolution. Any such bond purchase contract shall be substantially in a form and substance previously approved by the Board in connection with the authorization of bonds by the Issuer with such changes as are acceptable to the
Authorized Officer. The Authorized Officer shall cause to be prepared an official statement in such manner as the Authorized Officer deems appropriate.
(f)If the Authorized Officer determines that the Bonds should be sold at a competitive sale, the Authorized
Officer shall cause to be prepared a notice of sale and official statement in such manner as the Authorized Officer deems appropriate, to make the notice of sale and official statement available to those institutions and firms wishing
to submit a bid for the Bonds, to receive such bids, and to award the sale of the Bonds to the bidder submitting the best bid in accordance with the provisions of the notice of sale.
(g)The authority of the Authorized Officer to sell the Bonds as described in Section 2(b) of this Resolution
shall expire on the one-year anniversary date of the adoption of this Resolution by the Board.
Section 4. CHARACTERISTICS OF THE BONDS.
(a)Registration, Transfer, Conversion and Exchange; Authentication. The Issuer shall keep or cause to bekept at the principal corporate trust office of the paying agent/registrar designated in the Pricing Certificate (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 Subchapter D, Chapter 1201, Texas Government Code, 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 exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same
Exhibit A - 5
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 asthe 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 theprincipal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities if s provided in the Pricing Certificate (notice of which shall be given to the
Paying Agent/Registrar by the Issuer at least thirty 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 responsibili-ties with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in theFORM OF BOND set forth in this Resolution. The Bonds initially 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 Bondissued in conversion of and exchange for any Bond or Bonds issued under this Resolution the PayingAgent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in theform 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, acquisi-
tion, 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 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 purchaserspecified 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 may 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
Exhibit A - 6
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 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 it is 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
Exhibit A - 7
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 in the form as provided in Exhibit A, with such appropriate variations, omissions, or insertions as are permitted or required by this Resolution. The Form of Bond as it appears in Exhibit A shall be completed, amended and modified by Bond Counsel to incorporate the information set forth in the Pricing Certificate but it is not required for the Form of Bond to be reproduced as an exhibit to the Pricing
Certificate.
Section 6. PLEDGE. (a) The Parity Bonds, and the interest thereon, are and shall be secured equally and ratably on a parity by and payable from a first lien on and pledge of the Pledged Revenues, and the Pledged Revenues are further pledged
to the establishment and maintenance of the Interest and Sinking Fund, the Reserve Fund, and the Contingency Fund as provided in this Resolution.
(b) Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of the Pledged
Revenues granted by the Issuer under this Section, and is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of the Pledged Revenues
granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security
interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to
perfect the security interest in said pledge to occur.
Section 7. REVENUE FUND CREATION. There has been created and shall be maintained on the books of the Issuer, and accounted for separate and apart from all other funds of the Issuer, a special fund to be entitled the
"Trinity River Authority of Texas Huntsville Regional Water Supply System Revenue Bonds Revenue Fund” (hereinafter called the "Revenue Fund"). All Gross Revenues (excepting investment income from any Fund other
than the Revenue Fund) shall be credited to the Revenue Fund promptly after they become available. All Operation and Maintenance Expenses shall be paid from the Gross Revenues, as a first charge against same.
Section 8. INTEREST AND SINKING FUND. For the sole purpose of providing an interest and sinking
fund for paying the principal of and interest on all Parity Bonds, as the same come due, there has been created and shall be maintained on the books of the Issuer a separate fund to be entitled the "Trinity River Authority of Texas
Huntsville Regional Water Supply System Revenue Bonds Interest and Sinking Fund" (hereinafter called the "Interest and Sinking Fund").
Section 9. RESERVE FUND. There has been created and shall be maintained on the books of the Issuer a separate fund to be entitled the "Trinity River Authority of Texas Huntsville Regional Water Supply System Revenue Bonds Reserve Fund” (hereinafter called the "Reserve Fund"). The Reserve Fund shall be used solely for the
purpose of finally retiring the last of any Parity Bonds or Additional Bonds, or for paying when due the principal of and interest on any Parity Bonds or Additional Bonds when and to the extent the amounts in the Interest and Sinking
Fund and Contingency Fund are insufficient for such purpose. Section 10. CONTINGENCY FUND. There has been created and shall be maintained on the books of the Issuer a separate fund to be entitled the "Trinity River Authority of Texas Huntsville Regional Water Supply System
Exhibit A - 8
Revenue Bonds Contingency Fund" (hereinafter called the "Contingency Fund"). The Contingency Fund shall be used solely for the purpose of paying the costs of Improvements or other capital expenditures relating to the System, and unexpected or extraordinary repairs or replacements of the System for which funds are not otherwise available, or for paying unexpected or extraordinary Operation and Maintenance Expenses for which funds are not otherwise available, or for paying principal of and interest on any Parity Bonds or Additional Bonds, when and to the extent the amount in the Interest and Sinking Fund is insufficient for such purpose.
Section 11. REVENUE FUND. All Pledged Revenues shall be credited as received by the Issuer to the Revenue Fund, and shall be deposited from the Revenue Fund into the other Funds created by this Resolution, in the manner and amounts hereinafter provided, and each of such Fund shall have priority as to such deposits in the order
in which they are treated in the following Sections.
Section 12. INTEREST AND SINKING FUND REQUIREMENTS. There shall be deposited into the Interest and Sinking Fund the following:
(a)promptly after the delivery of the Bonds the Issuer shall cause to be deposited to the credit of the
Interest and Sinking Fund, from the proceeds received from the sale and delivery of the Bonds, the accrued interest received, if any.
(b)on or before the last day of the January or July, whichever comes first, immediately following deliveryof the Bonds to the purchaser thereof, and semiannually thereafter, on or before the last day of each January and July, an amount sufficient, together with other amounts, if any, then on hand in the Interest and Sinking Fund and
available for such purpose, to pay the interest and/or principal and interest scheduled to accrue and come due on the Parity Bonds and any Additional Bonds on the next succeeding interest payment date.
(c)The Interest and Sinking Fund shall be used solely to pay the principal of and interest on the Parity
Bonds and any Additional Bonds as such principal matures and such interest comes due.
Section 13. RESERVE REQUIREMENTS. If required, immediately after the delivery of the Bonds, the Issuer will deposit in the Reserve Fund, from funds derived from the sale of the Bonds or lawfully available funds of
the Issuer, an amount of money equal to the average annual principal and interest requirements of the Parity Bonds, or other amount specified in the Pricing Certificate (the "Reserve Required Amount"), taking into account any
Additional Bonds to which Section 18(d) applies. No deposits shall be made into the Reserve Fund as long as the money and investments in the Reserve Fund are at least equal in market value to the Reserve Required Amount; but
if and whenever the market value of money and investments in the Reserve Fund is reduced below said Reserve Required Amount because of a decrease in market value of investments, then the Issuer shall require the City to
increase their payments under the Contract as soon as practicable, and in any event within one year, in an amount sufficient to restore the Reserve Fund to the Reserve Required Amount. In the event the Reserve Fund is used to
pay the principal of or interest on the Parity Bonds because of insufficient amounts being available in the Interest and Sinking Fund and the Contingency Fund, then the Issuer shall require the City to increase their payments under
the Contract in an amount sufficient to restore the Reserve Fund to the Reserve Required Amount in market value, and the Issuer shall deposit in the Reserve Fund, in approximately equal semiannual installments, such amounts as
are required to restore the Reserve Fund to the Reserve Required Amount in market value within five years from any date of the use of the Reserve Fund to pay such principal or interest.
Whenever Additional Bonds are issued pursuant to Section 18, then the term "Reserve Required Amount"
thereafter shall mean an amount in market value equal to the average annual principal and interest requirements of all Parity Bonds and Additional Bonds which will be outstanding after the issuance of each installment of Additional Bonds (taking into account any Additional Bonds to which Section 18(d) applies) or as may be otherwise provided in the Pricing Certificate for such proposed Additional Bonds.
Section 14. CONTINGENCY REQUIREMENTS. There is currently on deposit in the Contingency Fund
the sum of $0.00. No additional deposits are required to be made to the credit of the Contingency Fund unless and until the Issuer, upon the advice and recommendation of an independent engineer or firm of engineers, determines it necessary to increase such amount in order adequately to provide for contingencies related to the System, or unless the Issuer provides for an increase in such amount in any resolution authorizing Additional Bonds. If and when such
Exhibit A - 9
amount in the Contingency Fund is reduced or depleted, or an increase in such amount has been provided for, then, subject and subordinate to making the required deposits to the credit of the Interest and Sinking Fund and the Reserve Fund, such reduction or depletion shall be restored, and/or such amount shall be increased, to the extent not otherwise funded, from amounts which shall be provided for such purpose in the Issuer's Annual Budget for the next ensuing Fiscal Year; provided that the Issuer is not required to budget more than one third of the amount to be accumulated for such purpose during any one Fiscal Year. The Issuer may transfer any amount in the Contingency
Fund to the credit of the Interest and Sinking Fund if the Issuer determines the Contingency Fund is over-funded or unnecessary.
Section 15. INVESTMENTS.
(a)Money in any Fund maintained pursuant to this Resolution may, at the option of the Issuer, be placed in
interest bearing time deposits with banks secured by obligations of the kind hereinafter described, or be invested to the extent allowed by Texas law. Such deposits and investments shall be made consistent with the estimated requirements of such Funds, and any obligation in which money is so invested shall be kept and held for the benefit of the owners of the Parity Bonds, and shall be promptly sold and the proceeds of sale applied to the making of all
payments required to be made from the Fund from which the investment was made. All earnings from the deposit or investment of any such Fund shall be credited to such Fund, except that if on February 1 of any year the Reserve
Fund should contain an amount in excess of the Reserve Required Amount in market value, such excess shall be deposited into the Interest and Sinking Fund. All investment earnings on deposit in the Interest and Sinking Fund shall reduce the amounts which otherwise would be required to be deposited therein. Uninvested money in any Fund shall be secured in the manner prescribed by law for securing funds of the Issuer.
(b)Notwithstanding any other provisions of this Resolution, all investment income, if any, required by the
United States Internal Revenue Code to be rebated by the Issuer to the Internal Revenue Service in order to prevent the Parity Bonds from being or becoming taxable "arbitrage bonds" under said Code shall be withdrawn from each
Fund created by this Resolution and so rebated to the extent so required.
Section 16. DEFICIENCIES; EXCESS PLEDGED REVENUES.
(a)If on any occasion there shall not be sufficient Pledged Revenues to make the required deposits into theInterest and Sinking Fund, the Reserve Fund, and the Contingency Fund, then such deficiency shall be made up as
soon as possible from the next available Pledged Revenues.
(b)Subject to making the required deposits to the credit of the Interest and Sinking Fund, the ReserveFund, and the Contingency Fund, when and as required by this Resolution, or any resolution authorizing the
issuance of Additional Bonds, the excess Pledged Revenues may be used for any lawful purpose relating to the System.
Section 17. PAYMENT OF PARITY BONDS AND ADDITIONAL BONDS. On or before the first
interest or principal payment date of the Bonds immediately following delivery of the Bonds to the purchaser thereof, and semiannually on or before each principal and interest payment date thereafter while any of the Parity
Bonds or Additional Bonds are outstanding and unpaid, the Issuer shall make available to the Paying Agent/Registrar, out of the Interest and Sinking Fund, or the Contingency Fund or the Reserve Fund, if necessary,
money sufficient to pay such interest on and such principal of the Parity Bonds and Additional Bonds as will be payable on each principal and interest payment date.
Section 18. ADDITIONAL BONDS.
(a)The Issuer shall have the right and power at any time and from time to time, and in one or more series
or issues, to authorize, issue, and deliver additional parity revenue bonds (herein called "Additional Bonds"), in accordance with law, in any amounts, for any lawful purpose related to the System, including the refunding of Parity
Bonds, Additional Bonds or bonds secured by Pledged Revenues that is junior and subordinate in all respects to the liens, pledges, covenants and agreements hereof or any resolution authorizing the issuance of Additional Bonds. Such Additional Bonds, when issued and delivered in accordance with the provisions hereof, shall be secured by and made payable equally and ratably on a parity with the Parity Bonds, from a first lien on and pledge of the Pledged
Exhibit A - 10
Revenues.
(b)The Interest and Sinking Fund, the Reserve Fund, and the Contingency Fund established pursuant tothis Resolution shall secure and be used to pay all Additional Bonds as well as the Parity Bonds, all on a parity. However, each resolution under which Additional Bonds are issued shall provide and require that, in addition to the amounts required by the provisions of this Resolution and the provisions of each resolution authorizing Additional
Bonds to be deposited to the credit of the Interest and Sinking Fund, the Issuer shall deposit to the credit of the Interest and Sinking Fund at least such amounts as are required for the payment of all principal of and interest on said Additional Bonds then being issued, as the same come due; and that the aggregate amount to be accumulated and maintained in the Reserve Fund shall be increased (if and to the extent necessary) to an amount specified in the
Pricing Certificate for such proposed Additional Bonds; and that any required additional amount shall be so accumulated by the deposit in the Reserve Fund of all or any part of said required additional amount in cash
immediately after the delivery of the then proposed Additional Bonds, or, at the option of the Issuer, by the deposit of said required additional amount (or any balance of said required additional amount not deposited in cash as permitted above) in 120 approximately equal monthly installments, made on or before the 25th day of each month following the delivery of the then proposed Additional Bonds.
(c)All calculations to determine the Reserve Required Amount pursuant to this Section shall be made as of
the date the proposed Additional Bonds will be issued.
(d) Notwithstanding sections (a) through (c) of this Section, the resolution authorizing a future issue ofAdditional Bonds may provide that such series shall not be secured by the Reserve Fund. Such series of Additional
Bonds shall nevertheless be secured by and made payable equally and ratably on a parity with the Parity Bonds from a first lien on and pledge of the Pledged Revenues. The Interest and Sinking Fund and the Contingency Fund shall
also secure and be used to pay such proposed series of Additional Bonds. If such series of Additional Bonds is issued and not secured by the Reserve Fund, the debt service on such series shall not be taken into account when
calculating the average annual principal and interest requirements of the Parity Bonds to determine the Reserve Required Amount.
Section 19. FURTHER REQUIREMENTS FOR ADDITIONAL BONDS. Additional Bonds shall be
issued only in accordance with the provisions hereof, but notwithstanding any provisions hereof to the contrary, no installment, series, or issue of Additional Bonds shall be issued or delivered unless the General Manager or Chief
Financial Officer of the Issuer sign a written certificate to the effect that the Issuer is not in default as to any covenant, condition, or obligation in connection with all outstanding Parity Bonds and Additional Bonds, and the
resolutions authorizing the same, that the Interest and Sinking Fund and the Reserve Fund each contains the amount then required to be therein, and that either (1) based on a report of an independent engineer or firm of engineers, the
Pledged Revenues, in each Fiscal Year thereafter, commencing with the third complete Fiscal Year following the date of such report, are estimated to be at least equal to 1.25 times the average annual principal and interest
requirements of all Parity Bonds and Additional Bonds to be outstanding after the delivery of the then proposed Additional Bonds, or (2) based upon an opinion of legal counsel to the Issuer, there is a Contract then in effect
pursuant to which the City and others, if any, which are parties to such Contract are obligated to make payments to the Issuer during each Fiscal Year (including during periods when services of the System may not be available to
such City and others) in such amounts as shall be necessary to provide to the Issuer Pledged Revenues sufficient to pay when due all principal of and interest on all Parity Bonds and Additional Bonds to be outstanding after the
issuance of the proposed Additional Bonds, and to make the deposits into the Reserve Fund as required under this Resolution.
Section 20. GENERAL COVENANTS. The Issuer further covenants and agrees that:
(a)PERFORMANCE. It will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in each resolution authorizing the issuance of the Parity Bonds and any Additional Bonds, and in each and every Parity Bond and Additional Bond; that it will promptly pay or cause to be
paid the principal of and interest on every Parity Bond and Additional Bond, on the dates and in the places and manner prescribed in such resolutions and Parity Bonds or Additional Bonds, and that it will, at the times and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the Interest and Sinking Fund and the Reserve Fund and any holder of the Parity Bonds or Additional Bonds may require the Issuer,
Exhibit A - 11
its Board of Directors, and its officials and employees, to carry out, respect, or enforce the covenants and obligations of each resolution authorizing the issuance of the Parity Bonds and Additional Bonds, by all legal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the Issuer, its Board of Directors, and its officials and employees.
(b) ISSUER'S LEGAL AUTHORITY. It is a duly created and existing conservation and reclamation
district of the State of Texas pursuant to Article 16, Section 59, of the Texas Constitution, and Chapter 518, Acts of the 54th Legislature, Regular Session, 1955, as amended, and is duly authorized under the laws of the State of Texas to create and issue the Parity Bonds; that all action on its part of the creation and issuance of the Parity Bonds has been duly and effectively taken, and that the Parity Bonds in the hands of the owners thereof are and will be valid
and enforceable special obligations of the Issuer in accordance with their terms.
(c)TITLE. It has or will obtain lawful title to, or the lawful right to use and operate, the lands, buildings,and facilities constituting the System and will use its best efforts to acquire and construct the System as provided in the Contract, that it warrants that it will defend the title to or lawful right to use and operate, all of the aforesaid lands, buildings, and facilities, and every part thereof, for the benefit of the owners of the Parity Bonds and
Additional Bonds against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Pledged Revenues to the payment of the Parity Bonds and Additional Bonds in the manner prescribed herein,
and has lawfully exercised such rights.
(d)LIENS. It will from time to time and before the same become delinquent pay and discharge all taxes,assessments, and governmental charges, if any, which shall be lawfully imposed upon it, or the System, that it will
pay all lawful claims for rents, royalties, labor, materials, and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the
liens granted hereunder shall be fully preserved in the manner provided herein, and that it will not create or suffer to be created any mechanic's, laborer's, materialman's, or other lien or charge which might or could be prior to the
liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided, however, that no such tax, assessment, or charge, and that no such claims which might be used as the basis of a
mechanic's, laborer's, materialman's, or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the Issuer.
(e)OPERATION OF IMPROVEMENTS. That while the Parity Bonds or any Additional Bonds are
outstanding and unpaid it will cause the System to be continuously and efficiently operated and maintained in good condition, repair, and working order, and at a reasonable cost.
(f)FURTHER ENCUMBRANCE. That while the Parity Bonds or any Additional Bonds are outstanding
and unpaid the Issuer shall not additionally encumber the Pledged Revenues in any manner, except as permitted hereby in connection with Additional Bonds, unless said encumbrance is made junior and subordinate in all respects
to the liens, pledges, covenants and agreements hereof and any resolution authorizing the issuance of Additional Bonds; but the right of the Issuer and the Board to issue revenue bonds for any lawful purpose payable from a
subordinate lien on the Pledged Revenues is specifically recognized and retained.
(g)SALE OF PROPERTY. That while the Parity Bonds or any Additional Bonds, are outstanding andunpaid, the Issuer will maintain its current legal corporate status as a conservation and reclamation district, and the
Issuer shall not sell, convey, mortgage, or in any manner transfer title to, or lease, or otherwise dispose of the entire System, or any significant or substantial part thereof; provided that whenever the Issuer deems it necessary or
advisable to dispose of any real or personal property, machinery, fixtures, or equipment, it may sell or otherwise dispose of such property, machinery, fixtures, or equipment if the Issuer determines that such property, machinery, fixtures, or equipment are not needed for System purposes, or if the Issuer has made arrangements to replace the same or provide substitutes therefor.
(h)INSURANCE.
(1)That it will carry fire, casualty, public liability, and other insurance (including self-insuranceto the extent deemed advisable by the Issuer) on the System for purposes and in amounts which ordinarily would be carried by a privately owned utility company owning and operating such facilities, except that the
Exhibit A - 12
Issuer shall not be required to carry liability insurance except to insure itself against risk of loss due to claims for which it can, in the opinion of the Issuer's legal counsel, be liable under the Texas Tort Claims Act or any similar law or judicial decision. Such insurance will provide, to the extent feasible and practical, for the restoration of damaged or destroyed properties and equipment to minimize the interruption of the services of such facilities. All such policies shall be open to the inspection of the owners of the Parity Bonds and their representatives at all reasonable times.
(2) Upon the happening of any loss or damage covered by insurance from one or more of said causes, the Issuer shall make due proof of loss and shall do all things necessary or desirable to cause the insuring companies to make payment in full directly to the Issuer. The proceeds of insurance covering such
property, together with any other funds necessary and available for such purpose, shall be used forthwith by the Issuer for repairing the property damaged or replacing the property destroyed; provided, however, that
if said insurance proceeds and other funds are insufficient for such purpose, then said insurance proceeds pertaining to the System shall be used promptly as follows: (a) for the redemption prior to maturity of the Parity Bonds and Additional
Bonds, if any, ratably in the proportion that the outstanding principal of each Series or issue of Parity Bonds or Additional Bonds bears to the total outstanding principal of all Parity Bonds and
Additional Bonds; provided that if on any such occasion the principal of any such Series or issue is not subject to redemption, it shall not be regarded as outstanding in making the foregoing computation; or
(b) if none of the outstanding Parity Bonds or Additional Bonds is subject to redemption, then for the purchase on the open market and retirement of said Parity Bonds and Additional
Bonds, in the same proportion as prescribed in the foregoing clause (2), to the extent practicable; provided that the purchase price for any such Parity Bond or Additional Bond shall not exceed the
redemption price of such Parity Bond or Additional Bond on the first date upon which it becomes subject to redemption; or
(c) to the extent that the foregoing clauses (a) and (b) cannot be complied with at the
time, the insurance proceeds, or the remainder thereof, shall be deposited in a special and separate trust fund, at an official depository of the Issuer, to be designated the Insurance Account. The
Insurance Account shall be held until such time as the foregoing clauses (a) and/or (b) can be complied with, or until other funds become available which, together with the Insurance Account,
will be sufficient to make the repairs or replacements originally required, whichever of said events occurs first.
(i) RATE COVENANT. It will fix, establish, maintain, and collect such rentals, rates, charges, and fees
for the use and availability of the System as are necessary to produce Gross Revenues sufficient, together with any other Pledged Revenues, (a) to pay all Operation and Maintenance Expenses, and (b) to make all payments and
deposits required to be made into the Interest and Sinking Fund and to maintain the Reserve Fund and the Contingency Fund, when and as required by the resolutions authorizing all Parity Bonds and Additional Bonds.
(j) RECORDS. Proper books of records and account will be kept in which full, true, and correct entries
will be made of all dealings, activities, and transactions relating to the System, the Pledged Revenues, and all Funds created pursuant to this Bond Resolution; and all books, documents, and vouchers relating thereto shall at all
reasonable times be made available for inspection upon request of the owner of any Parity Bond. (k) AUDITS. Each Fiscal Year while any of the Parity Bonds or Additional Bonds are outstanding, an audit will be made of its books and accounts relating to the System and the Pledged Revenues by an independent
certified public accountant or an independent firm of certified public accountants. As soon as practicable after the close of each Fiscal Year, and when said audit has been completed and made available to the Issuer, a copy of such
audit for the preceding Fiscal Year shall be mailed to any owner of any Parity Bond who shall so request in writing. Such annual audit reports shall be open to the inspection of the owners of the Parity Bonds and their agents and representatives at all reasonable times.
Exhibit A - 13
(l) GOVERNMENTAL AGENCIES. It will comply with all of the terms and conditions of any and all franchises and permits applicable to the System granted by any governmental agency, and all franchises, permits, and agreements applicable to the System and the Parity Bonds or Additional Bonds entered into between the Issuer and any governmental agency, and the Issuer will take all action necessary to enforce said terms and conditions; and the Issuer will obtain and keep in full force and effect all franchises, permits, and other requirements necessary with respect to the acquisition, construction, operation, and maintenance of the System.
(m) CONTRACT. It will comply with the terms and conditions of the Contract and will cause the City and others to comply with all of their obligations thereunder by all lawful means; and that the Contract will not be changed, rescinded, modified, or amended in any way which would have a materially adverse effect on the operation
and maintenance of the System by the Issuer or the rights of owners of the Parity Bonds or Additional Bonds.
(n) ANNUAL BUDGET. The Issuer shall prepare and adopt an Annual Budget for the System for each Fiscal Year as required by the Contract. Section 21. AMENDMENT OF RESOLUTION.
(a) The owners of Parity Bonds and Additional Bonds aggregating a majority in principal amount of the
aggregate principal amount of 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 owners of less than all of the Parity Bonds and Additional Bonds then outstanding;
(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 City of New
York, New York, once during each calendar week for at least two 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 owners of Parity Bonds and Additional Bonds. Such publication is not required, however, if such notice in writing is given to
the 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 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
Exhibit A - 14
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 owners of then outstanding Parity Bonds and Additional Bonds and all future Additional Parity Bonds shall thereafter be determined, exercised, and enforced hereunder, subject in all respects to such amendment. (e) Any consent given by the owner of a Parity Bond or Additional Bonds 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 owner and all future 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 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 owner 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, 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/Registrar for such Parity Bonds and Additional Bonds.
Section 22. 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 or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, 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 in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make
such payment or (2) Defeasance Securities that 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 Defeasance Securities. Notwithstanding any other provision of this Resolution to the contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is
made in conjunction with the payment arrangements specified in subsection 22(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the
right to call the Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the Defeased Bonds immediately following the making of the payment arrangements; and (3) directs that notice of the
reservation be included in any redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer also be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all
income from such Defeasance Securities received by the Paying Agent/Registrar that 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. Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in subsection 22(a)(i) or (ii). All income from such
Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as
directed in writing by the Issuer. (c) The term "Defeasance Securities" means any securities and obligations now or hereafter authorized by State law that are eligible to discharge obligations such as the Bonds.
Exhibit A - 15
(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. (e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity,
the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it deems fair and appropriate. (f) The Authorized Officer may modify the securities that are eligible to be Defeasance Securities and any
such modification shall be reflected in the Pricing Certificate.
Section 23. 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 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 Subchapter B, Chapter 1206, Texas Government Code, 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 24. COVENANTS REGARDING TAX-EXEMPTION. (a) General Tax Covenants Regarding Tax Exemption of Interest on the Bonds. The Issuer covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Code, the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows:
Exhibit A - 16
(i)to take any action to assure that no more than 10 percent of the proceeds of the Bonds (lessamounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Resolution or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10
percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code;
(ii)to take any action to assure that in the event that the "private business use" described insubsection (a) hereof exceeds 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use;
(iii)to take any action to assure that no amount which is greater than the lesser of $5,000,000, or5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of
section 141(c) of the Code;
(iv)to refrain from taking any action which would otherwise result in the Bonds being treated as"private activity bonds" within the meaning of section 141(b) of the Code;
(v)to refrain from taking any action that would result in the Bonds being "federally guaranteed"
within the meaning of section 149(b) of the Code;
(vi)to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, toacquire or to replace funds which were used, directly or indirectly, to acquire investment property (as
defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with --
(A)proceeds of the Bonds invested for a reasonable temporary period until such
proceeds are needed for the purpose for which the bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of section1.148-1(b) of the Treasury Regulations, and
(C)amounts deposited in any reasonably required reserve or replacement fund to the
extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
(vii)to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds ofthe Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section
148 of the Code (relating to arbitrage);
(viii)to pay to the United States of America at least once during each five-year period (beginningon the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings,"
within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a
result of Excess Earnings under section 148(f) of the Code.
In order to facilitate compliance with the above covenant (viii), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any
other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.
The Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer that the covenants
Exhibit A - 17
contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such modification or expansion, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated
which impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the General Manager of the Issuer to execute any documents,
certificates or reports required by the Code and to make such elections, on behalf of the Issuer, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. This Resolution is intended
to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations.
(b)Interest Earnings on Bond Proceeds. Interest earnings derived from the investment of proceeds fromthe sale of the Bonds shall be used along with other bond proceeds for the purpose for which the Bonds are issued, as set forth in Section 1 hereof; provided that after completion of such purpose, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Redemption Fund. It is further
provided, however, that any interest earnings on bond proceeds which are required to be rebated to the United States of America pursuant to Section 24(a) hereof in order to prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section.
(c)Disposition of Project. The Issuer covenants that the property constituting the project financed with theproceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of
cash or other compensation, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest on the Bonds.
(d)Allocation of, and Limitation on, Expenditures for the Project. The Issuer covenants to account for theexpenditure of sale proceeds and investment earnings to be used for the purposes described in Section 1 of this Resolution (the "Project") on its books and records in accordance with the requirements of the Internal Revenue Code. The Issuer recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made,
or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the Issuer recognizes that in order for proceeds to be expended under the Internal Revenue Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. The Issuer agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest on the Bonds.
Section 25. 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 Authorized Officer 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
Exhibit A - 18
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 26. FURTHER PROVISIONS AND PROCEDURES. The President, Vice President and Secretary of the Board of Directors of the Issuer, the General Manager and the Chief Financial Officer 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 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 27. RESERVED.
Section 28. CONTINUING DISCLOSURE OF INFORMATION.
(a)As used in this Section, the following terms have the meanings ascribed to such terms below:
"Financial Obligation" means a: (a) debt obligation; (b) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) a guarantee of the foregoing (a) and (b). The term Financial Obligation does not include any
municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b)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.
(c)Annual Reports.
The Authority will provide its audited financial statements with the MSRB through its EMMA system within six months after the end of the Authority’s Fiscal Year. If audited financial statements are not available by the required time, the Authority will provide unaudited financial statements within the required time and audited financial statements when and if such audited financial statements become available. Any such financial statements will be prepared in accordance with generally accepted accounting principles in effect at the time or that the Authority may be required to employ from time to time pursuant to State law or regulation.
The Authority’s Fiscal Year end is November 30. Accordingly, the Authority must provide updated information by May 31 in each year beginning with the Fiscal Year ending in 2023. If the Authority changes its Fiscal Year, the Authority will notify the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the Authority otherwise would be required to provide
Exhibit A - 19
financial statements pursuant to this Section.
(d)The Issuer shall notify the MSRB, in a timely manner not in excess of ten business days after theoccurrence of the event, of any of the following events with respect to the Bonds:
1.Principal and interest payment delinquencies;
2.Non-payment related defaults, if material;3.Unscheduled draws on debt service reserves reflecting financial difficulties;4.Unscheduled draws on credit enhancements reflecting financial difficulties;5.Substitution of credit or liquidity providers, or their failure to perform;
6.Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or finaldeterminations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or determinations with respect to the tax status of the Bonds, or othermaterial events affecting the tax status of the Bonds;7.Modifications to rights of holders of the Bonds, if material;8.Bond calls, if material, and tender offers;
9.Defeasances;10.Release, substitution, or sale of property securing repayment of the Bonds, if material;
11.Rating changes;12.Bankruptcy, insolvency, receivership or similar event of the Issuer;13.The consummation of a merger, consolidation, or acquisition involving the Issuer or thesale of all or substantially all of the assets of the Issuer, other than in the ordinary course
of business, the entry into a definitive agreement to undertake such an action or thetermination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material;14.Appointment of a successor Paying Agent/Registrar or change in the name of the Paying
Agent/Registrar, if material;15.Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants,
events of default, remedies, priority rights, or other similar terms of a FinancialObligation of the Issuer, any of which affect Bondholders, if material; and
16.Default, event of acceleration, termination event, modification of terms, or other similarevents under the terms of a Financial Obligation of the Issuer, any of which reflect
financial difficulties.
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar event" means the appointment of a receiver, fiscal agent or similar officer for the Issuer in a proceeding under the U.S. Bankruptcy
Code or in any other proceeding under state or federal law in which a court of governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if jurisdiction has been assumed by
leaving the Board and officials or officers of the Issuer in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or
liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer.
(e)The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide
information in accordance with subsections (c) and (d) of this Section by the time required by such subsection.
(f)The financial statements to be provided pursuant to this Section may be set forth in full in one or moredocuments or may be included by specific reference to any document that is available to the public on the MSRB's internet website or filed with the SEC. All financial statements and notices required to be provided to the MSRB shall be provided in an electronic format and be accompanied by identifying information prescribed by the MSRB.
Section 29. REPEAL OF CONFLICTING RESOLUTIONS. All resolutions and all parts of any
resolutions which are in conflict or inconsistent with this Resolution are hereby repealed and shall be of no further force or effect to the extent of such conflict or inconsistency.
------------
Exhibit A - 20
EXHIBIT A FORM OF BOND The form of the Bond, 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 only 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 and with the Bonds to be completed with information set forth in the Pricing Certificate. The Form of Bond as it appears in this Exhibit A shall be completed, amended and modified by Bond Counsel to incorporate the information set forth in the Pricing Certificate but it is not required for the Form of Bond to reproduced as an exhibit to the Pricing Certificate.
The ”[]” in this section are intentional NO. R- UNITED STATES OF AMERICA STATE OF TEXAS
PRINCIPAL AMOUNT $__________
TRINITY RIVER AUTHORITY OF TEXAS
(HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT) CONTRACT REVENUE BONDS, SERIES 2026
INTEREST RATE DELIVERY DATE MATURITY DATE CUSIP NO.
[], 2026 August 1, 20[]
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 Delivery Date as set forth above, on August 1, 20[] 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, calculated on the basis of a 360-day year composed of twelve 30-day months; 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 BOKF, NA, 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/Registrar 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 day of the month next preceding each such date (the "Record Date") on the Registration
Exhibit A - 21
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-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 Redemption 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 [], 2026, authorized in accordance with the Constitution and
laws of the State of Texas in the principal amount of $[], in order to (i) obtain funds to pay for the acquisition and construction of the Improvements for the Huntsville Regional Water Supply System; (ii) funding the Reserve Fund,
if required; and (iii) pay costs of issuance of the Bonds.
ON AUGUST 1, 20[], 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.
THE BONDS MATURING ON AUGUST 1 IN THE YEARS [] are subject to mandatory redemption prior
to maturity in part at random, by lot or other customary method selected by the Paying Agent/Registrar, at par plus accrued interest to the redemption date, and without premium, with funds on deposit in the Interest and Sinking
Fund. Such Bonds shall be redeemed by the Paying Agent/Registrar on the following Mandatory Redemption Dates and in the Principal Amounts as set forth in the following schedule:
Term Bonds due August 1, 20 Mandatory Redemption Date: 8/1/20 Principal Amount: $,000 Mandatory Redemption Date: 8/1/20* Principal Amount: $,000
*Stated Maturity
The principal amount of Term Bonds of a stated maturity required to be redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Bonds of the same maturity which, at least 45 days prior to a mandatory redemption date (1) shall have been acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement.
AT LEAST THIRTY 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 sent by the Paying Agent/Registrar by United States mail, first-
Exhibit A - 22
class postage prepaid, to the registered owner of each Bond to be redeemed at its address as it appeared on the day such notice of redemption is mailed and to major securities depositories, national bond rating agencies and bond information services; provided, however, that the failure of the registered owner to 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. 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 sent and if 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 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.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds sufficient
to redeem all the Bonds called for redemption, such notice must state that it is conditional, and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date, and such notice shall be of no effect unless such moneys are so deposited on or prior to the redemption date. If such redemption is not effectuated, the Paying Agent/Registrar shall give notice in the manner
in which the notice of redemption was given that such moneys were not so received and shall rescind the redemption.
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 30 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,
Exhibit A - 23
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 and other parity bonds, are special obligations of the Issuer payable from and secured by a first lien on and pledge of the "Pledged Revenues", as defined in the Bond Resolution, which include payments and amounts derived by the Issuer from the Contract (the "Trinity River Authority of Texas – Huntsville Regional Water Supply System Contract" dated June 25, 1997, as amended on
February 28, 2024 by the “Trinity River Authority of Texas - First Amendment - Huntsville Regional Water Supply System Contract”) between the Issuer and the City. THE ISSUER has reserved the right, subject to the restrictions stated or referred to in the Bond Resolution, to issue additional parity revenue bonds which also may be made payable from and secured by a first lien on and pledge of the aforesaid Pledged Revenues.
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 Pledged Revenues, subject to the restrictions stated in the Bond Resolution.
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 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: . BOKF, NA Paying Agent/Registrar By: Authorized Representative FORM OF ASSIGNMENT
Exhibit A - 24
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 type 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 participating in a
securities transfer association recognized signature guarantee program.
NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon
the front of this Bond in every particular, without alteration or enlargement or any change whatsoever.
FORM OF REGISTRATION CERTIFICATE OF
THE TEXAS 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)
(b)Insertions for the Initial Bond:
The initial Bond shall be in the form set forth in paragraph (a) of this Section, except that:
(i)immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITYDATE" shall both be completed with the words "As shown below" and "CUSIP NO. _____" shall be
deleted.
(ii)the first paragraph shall be deleted and the following will be inserted:
"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 specified above, or
registered assigns (hereinafter called the "Registered Owner"), on the Maturity Dates, in the Principal Amounts and bearing interest at the per annum rates set forth in the following schedule:
Exhibit A - 25
Maturity Date Principal Amount Interest Rate
[] [] []
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-
day year of twelve 30-day months) from the Delivery Date at the respective Interest Rate per annum specified above. Interest is payable on August 1, 20[], and on each February 1 and August 1 thereafter to the date of payment of the principal installment specified above, or the date of redemption prior to maturity; 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 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."
(iii)The initial Bond shall be numbered "T-1."