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RESO 2012-18 - Approving issuance of TRA Bonds - 5/1/2012 RESOLUTION NO.2012-18 RESOLUTION APPROVING A RESOLUTION OF THE TRINITY RIVER AUTHORITY OF TEXAS AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT) CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO WHEREAS, the City and the Trinity River Authority of Texas (the "Authority") have previously executed a "Trinity River Authority of Texas -Huntsville Regional Water Supply System Contract" dated as of June 25, 1997(the"Contract")relating to additions, improvements,repairs, replacements, expansions and extensions of the Huntsville Regional Water Supply System; and WHEREAS, pursuant to Section 2 of the Contract the City and Authority agreed that construction of any additions, improvements, repairs, replacements, expansions and extensions of the Huntsville Regional Water Supply System will be in phases and that each phase will be financed by the Authority through the issuance of its bonds and that a substantial copy of any Authority bond resolution must be submitted to the City for approval and no bonds will be issued by the Authority until a substantial copy of the bond resolution has been approved by ordinance or resolution of the City; however, it shall not be required that the price, interest rates or purchasers of any bonds be approved by the City; and WHEREAS, the Authority has provided the City a substantially final copy of the Authority's proposed bond resolution attached hereto for approval in accordance with Section 2 of the Contract; and WHEREAS, the governing body of the City deems it to be appropriate and in the best interests of the City to approve a RESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT)CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HUNTSVILLE: Section 1. That there has been submitted to the City the attached draft of Resolution No. R-1349, being a "RESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT)CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO" (the"Bond Resolution")proposed to be adopted by the Board of Directors of the Authority. Said draft is hereby approved by the City as to form and substance,and the bonds(the"Bonds")described therein may be issued by the Authority in accordance with the terms and provisions set forth therein. Section 2. That the maturity schedule, interest rates and other details with respect to the Bonds, as well as the purchase price of the Bonds, shall be determined upon the sale of the Bonds by the Authority pursuant to a competitive sale as set forth in the Bond Resolution,and such maturity schedule,interest rates, other details and purchase price as so determined are hereby approved by the City. Section 3. That it is acknowledged and agreed by the City that the Bonds as so authorized pursuant to the Bond Resolution will be issued in strict conformance and compliance with the Contract and to the Project as defined in said Contract, and that the City will be fully bound by the provisions of said Bond Resolution insofar as they pertain to the City,and the City will be unconditionally obligated to make the payments with respect to the Bonds as required by the Contract and the Bond Resolution. Section 4. That the City hereby covenants and agrees that it will not use or permit the use of the Huntsville Regional Water Supply System in any manner that would cause the interest on any of the Bonds to be or become subject to federal income taxation under the IRS Code of 1986 or any amendments thereto in effect on the date of issue of the Bonds. mow • GENERAL CERTIFICATE THE STATE OF TEXAS • COUNTY OF WALKER • CITY OF HUNTSVILLE • We,the undersigned,hereby officially certify that we are the Mayor and City Secretary of said City, and we further certify as follows: 1. That this certificate is executed for the benefit of the Attorney General of the State of Texas and the prospective owners of the proposed Trinity River Authority of Texas (Huntsville Regional Water Supply System Project) Contract Revenue Bonds, Series 2012 (the "Bonds"),dated May 1, 2012. 2. That said City is a duly incorporated Home Rule City,having more than 5000 inhabitants, operating and existing under the Constitution and laws of the State of Texas and the duly adopted Home Rule Charter of said City,which Charter has not been changed or amended since the passage of the ordinance authorizing the most recently issued Series of outstanding obligations of the City that were approved by the Texas Attorney General's Office. 3. That no litigation of any nature has ever been filed pertaining to, affecting or contesting: (a)the execution or delivery,payment,security or validity of the contract by and between the City and Trinity River Authority of Texas (the "Authority"), entitled "Trinity River Authority of Texas - Huntsville Regional Water Supply System Contract,"dated as of June 25, 1997(the"Contract");(b) the title of the present members and officers of the City Council of said City to their respective offices; or(c)the validity of the corporate existence or the Charter of said City. 4. That the Contract (a)has been duly authorized by the City Council of the City, (b)has been authorized, executed and delivered in full compliance with the Home Rule Charter of the City, (c) is still in full force and effect and(d)has not otherwise been amended or rescinded. 5. That based on the statements and information set forth in Appendix B to the Official Statement relating to the Bonds pertaining to the water and sewer rates now in effect for the City, it is estimated that there will be sufficient revenues to be derived therefrom to pay all expenses of operation and maintenance of the City's waterworks and sewer system and all payments required to be made under the Contract. 6. That the signatures set forth below are our true and correct signatures in our official capacity as officials of the City. • SIGNED iY)S \ 9D1D. . 4 / d/�_ c See' . ;yr . � \ \ \ \ \ CERTIFICATE CERTIFICATE FOR RESOLUTION APPROVING A RESOLUTION OF THE TRINITY RIVER AUTHORITY OF TEXAS AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF THE TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT) CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO THE STATE OF TEXAS § COUNTY OF WALKER § CITY OF HUNTSVILLE § We, the undersigned, Mayor and City Secretary of the City of Huntsville, Texas, hereby certify as follows: 1. The City Council of the City of Huntsville convened in a REGULAR MEETING ON THE 3RD DAY OF APRIL 2012, in the City Council Chamber in the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to wit: Mac Woodward, Mayor James Fitch, Position 1 at large Joe Emmett, Ward 1 Lydia Montgomery, Position 2 at large Tish Humphrey, Ward 2 Don H. Johnson, Position 3 at large Ronald Allen, Ward 3 Keith D. Olson, Position 4 at large Clyde Loll, Ward 4 and all of said persons were present, except the following absentees: _all present_, thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION APPROVING A RESOLUTION OF THE TRINITY RIVER AUTHORITY OF TEXAS AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF THE TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT) CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO was duly introduced for the consideration of said City Council. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of said Resolution, prevailed and carried by the following record vote: AYES: 9 NOES: 0 ABSTENTIONS: 0 That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City Council as indicated therein; and that each of the officers and members of said City Council was duly and sufficiently notified officially,in advance,of the time,place, and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting; and that said Meeting was open to the public, and public notice of the time, place, and purpose of said Meeting was given, all as required by Chapter 551, Texas Government Code. SIGNED AND SEALED the 3rd day of April, 2012. -4 / r—-,) *ii4--- 44/10---4 1 Lee V oodward, City Secretar Mac Woodward, Ma or - of Huntsville, Texas City of Huntsville, Texas (CITY SEAL) I, the undersigned, City Attorney of the City of Huntsville, Texas, hereby certify that I read and approved as to form and content the attached and followin• Resolution, prior to its adoption. / // or� ' • -r, City Attorney d, Sc .• { CERTIFICATE CERTIFICATE FOR RESOLUTION APPROVING A RESOLUTION OF THE TRINITY RIVER AUTHORITY OF TEXAS AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF THE TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT) CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO THE STATE OF TEXAS § COUNTY OF WALKER § CITY OF HUNTSVILLE § We, the undersigned, Mayor and City Secretary of the City of Huntsville, Texas, hereby -' certify as follows: 1. The City Council of the City of Huntsville convened in a REGULAR MEETING ON THE 3RD DAY OF APRIL 2012, in the City Council Chamber in the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to wit: Mac Woodward, Mayor James Fitch, Position 1 at large Joe Emmett, Ward 1 Lydia Montgomery, Position 2 at large Tish Humphrey, Ward 2 Don H. Johnson, Position 3 at large Ronald Allen, Ward 3 Keith D. Olson, Position 4 at large ¢_ Clyde Loll, Ward 4 and all of said persons were present, except the following absentees: _all present , thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION APPROVING A RESOLUTION OF THE TRINITY RIVER AUTHORITY OF TEXAS AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF THE TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT) CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING ' THERETO was duly introduced for the consideration of said City Council. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of said Resolution, prevailed and carried by the following record vote: AYES: 9 NOES: 0 ABSTENTIONS: 0 That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City Council as indicated therein; and that each of the officers and members of said City Council was duly and sufficiently notified officially,in advance,of the time,place,and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting; and that said Meeting was open to the public, and public notice of the time, place, and purpose of said Meeting was given, all as required by Chapter 551, Texas Government Code. SIGNED AND SEALED the 3rd day of April, 2012. fl ) oor-rrrcit7P- — 1111, Mac Woodward May y of Huntsville, Texas /or City of Huntsville, Texas (CITY SEAL) I, the undersigned, City Attorney of the City of Huntsville, Texas, hereby certify that I read and approved as to form and content the attached and following •eso a i/n,p or to its adoption. AJ,Alemadi '`.,. Leo- .1.a, :chnei I er, City Attorney ' .,. i ' RESOLUTION NO.2012-18 RESOLUTION APPROVING A RESOLUTION OF THE TRINITY RIVER AUTHORITY OF TEXAS AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT) CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO WHEREAS, the City and the Trinity River Authority of Texas (the "Authority") have previously executed a "Trinity River Authority of Texas -Huntsville Regional Water Supply System Contract" dated as of June 25, 1997(the"Contract")relating to additions, improvements,repairs,replacements,expansions and extensions of the Huntsville Regional Water Supply System; and WHEREAS,pursuant to Section 2 of the Contract the City and Authority agreed that construction of any additions, improvements, repairs, replacements, expansions and extensions of the Huntsville Regional Water Supply System will be in phases and that each phase will be financed by the Authority through the issuance of its bonds and that a substantial copy of any Authority bond resolution must be submitted to the City for approval and no bonds will be issued by the Authority until a substantial copy of the bond resolution has been approved by ordinance or resolution of the City; however, it shall not be required that the price, interest rates or purchasers of any bonds be approved by the City; and WHEREAS, the Authority has provided the City a substantially final copy of the Authority's proposed bond resolution attached hereto for approval in accordance with Section 2 of the Contract; and WHEREAS,the governing body of the City deems it to be appropriate and in the best interests of the City to approve a RESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT)CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HUNTSVILLE: Section 1. That there has been submitted to the City the attached draft of Resolution No.R-1349, being a "RESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT)CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO" (the"Bond Resolution")proposed to be adopted by the Board of Directors of the Authority. Said draft is hereby approved by the City as to form and substance,and the bonds(the"Bonds")described therein may be issued by the Authority in accordance with the terms and provisions set forth therein. Section 2. That the maturity schedule,interest rates and other details with respect to the Bonds,as well as the purchase price of the Bonds, shall be determined upon the sale of the Bonds by the Authority pursuant to a competitive sale as set forth in the Bond Resolution,and such maturity schedule,interest rates, other details and purchase price as so determined are hereby approved by the City. Section 3. That it is acknowledged and agreed by the City that the Bonds as so authorized pursuant to the Bond Resolution will be issued in strict conformance and compliance with the Contract and to the Project as defined in said Contract, and that the City will be fully bound by the provisions of said Bond Resolution insofar as they pertain to the City,and the City will be unconditionally obligated to make the payments with respect to the Bonds as required by the Contract and the Bond Resolution. Section 4. That the City hereby covenants and agrees that it will not use or permit the use of the Huntsville Regional Water Supply System in any manner that would cause the interest on any of the Bonds to be or become subject to federal income taxation under the IRS Code of 1986 or any amendments thereto in effect on the date of issue of the Bonds. RESOLUTION NO.2012-18 RESOLUTION APPROVING A RESOLUTION OF THE TRINITY RIVER AUTHORITY OF TEXAS AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT) CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO WHEREAS, the City and the Trinity River Authority of Texas (the "Authority")have previously executed a "Trinity River Authority of Texas -Huntsville Regional Water Supply System Contract" dated as of June 25, 1997 (the"Contract")relating to additions, improvements,repairs,replacements, expansions and extensions of the Huntsville Regional Water Supply System; and • WHEREAS,pursuant to Section 2 of the Contract the City and Authority agreed that construction of any additions, improvements, repairs, replacements, expansions and extensions of the Huntsville Regional Water Supply System will be in phases and that each phase will be financed by the Authority through the issuance of its bonds and that a substantial copy of any Authority bond resolution must be submitted to the City for approval and no bonds will be issued by the Authority until a substantial copy of the bond resolution has been approved by ordinance or resolution of the City; however, it shall not be required that the price, interest rates or purchasers of any bonds be approved by the City; and WHEREAS, the Authority has provided the City a substantially final copy of the Authority's proposed bond resolution attached hereto for approval in accordance with Section 2 of the Contract; and WHEREAS, the governing body of the City deems it to be appropriate and in the best interests of the City to approve a RESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT)CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF r. HUNTSVILLE: Section 1. That there has been submitted to the City the attached draft of Resolution No. R-1349, being a "RESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT)CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO" (the"Bond Resolution")proposed to be adopted by the Board of Directors of the Authority. Said draft is hereby approved by the City as to form and substance,and the bonds(the"Bonds")described therein may be issued by the Authority in accordance with the terms and provisions set forth therein. Section 2. That the maturity schedule,interest rates and other details with respect to the Bonds,as well as the purchase price of the Bonds, shall be determined upon the sale of the Bonds by the Authority pursuant to a competitive sale as set forth in the Bond Resolution,and such maturity schedule,interest rates, other details and purchase price as so determined are hereby approved by the City. Section 3. That it is acknowledged and agreed by the City that the Bonds as so authorized pursuant to the Bond Resolution will be issued in strict conformance and compliance with the Contract and to the Project as defined in said Contract, and that the City will be fully bound by the provisions of said Bond Resolution insofar as they pertain to the City, and the City will be unconditionally obligated to make the payments with respect to the Bonds as required by the Contract and the Bond Resolution. Section 4. That the City hereby covenants and agrees that it will not use or permit the use of the Huntsville Regional Water Supply System in any manner that would cause the interest on any of the Bonds to be or become subject to federal income taxation under the IRS Code of 1986 or any amendments thereto in effect on the date of issue of the Bonds. `' RESOLUTION NO. R-1349 RESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT) CONTRACT REVENUE BONDS, SERIES 2012 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO THE STATE OF TEXAS • TRINITY RIVER AUTHORITY OF TEXAS • WHEREAS, Trinity River Authority of Texas (hereinafter called the "Issuer" or the "Authority"), 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 "Issuer Act"); and WHEREAS, a "Trinity River Authority of Texas - City of Huntsville Water Treatment Facilities, Water Transmission and Clear Well Storage Facilities Contract" (the "Original Contract"), dated as of September 28, 1976, as amended as of December 7, 1983 and November 2, 1995, was duly executed between the Issuer and the City of Huntsville,Texas(the"City"); and WHEREAS, the Original Contract provided that the Issuer would, for the benefit of and to serve City and others, issue its bonds for the purpose of constructing water treatment facilities, including raw water intake facilities, a water treatment plant and metered treated water discharge facilities, water transmission and clear well storage and pumping facilities, constituting the Huntsville Regional Water Supply System(the "System")as described in the Original Contract; and WHEREAS, pursuant to the Original Contract, the Issuer duly issued and delivered its bonds for the purpose of acquiring, constructing, equipping, completing, improving and extending the System; and WHEREAS, the Issuer and City have entered into a new contract entitled "Trinity River Authority of Texas -Huntsville Regional Water Supply System Contract" (the "Contract"), dated as of June 25, 1997, relating to all future projects involving additions, improvements, repairs, replacements, expansions and extensions of the System, such future projects being described therein as the "Project", and that henceforth no further bonds (other than refunding bonds) shall be issued pursuant to the Original Contract; and WHEREAS, pursuant to the Contract, the Issuer issued its Trinity River Authority of Texas Contract Revenue Bonds, Series 1997 (Huntsville Regional Water Supply System Project)(the "1997 Bonds"), and its Trinity River Authority of Texas Contract Revenue Bonds, Taxable Series 1999 (Huntsville Regional Water Supply System Project)(the "1999 Bonds") for the purpose of obtaining funds to pay the costs of the acquisition and construction of improvements and extensions to the System; and WHEREAS, the Issuer issued its Trinity River Authority of Texas (Huntsville Regional Water Supply System Project) Contract Revenue Refunding Bonds, Series 2010B (the "Series 2010B Bonds") to refund all of the outstanding 1997 Bonds and its Trinity River Authority of Texas .„ (Huntsville Regional Water Supply System Project) Contract Revenue Refunding Bonds, Taxable Series 2010C(the"Series 2010C Bonds")to refund all of the outstanding 1999 Bonds; and WHEREAS, the Series 2010B Bonds and the Series 2010C Bonds will be on a parity with the bonds authorized by this resolution(the"Resolution"); and WHEREAS, the Series 2010B Bonds and the Series 2010C Bonds are herein referred to as the "Outstanding Bonds"; and 1 WHEREAS, the resolutions of the Issuer authorizing the issuance of the Outstanding Bonds permit the Issuer to issue additional parity bonds for stated purposes; and WHEREAS, the Issuer has determined to issue the bonds(the "Bonds")hereinafter authorized on a parity with the Outstanding Bonds to obtain funds for the acquisition and construction of improvements and expansions to the System as permitted by the Contract and resolutions authorizing the issuance of the Outstanding Bonds; and WHEREAS, the Bonds authorized to be issued by this resolution (the "Resolution") are to be issued and delivered pursuant to the Authority Act,the Interlocal Cooperation Act(Chapter 791, Texas Government Code),Chapter 1207,Texas Government Code and other applicable laws; and WHEREAS, the Contract authorizes the Issuer to issue the Bonds in the manner and amount and with the security, as hereinafter provided; and WHEREAS, the governing body of the City will approve a substantial draft of this Resolution prior to the delivery of the Bonds to the purchaser thereof. THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF TRINITY RIVER AUTHORITY OF TEXAS,THAT: Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS. The Board of the Issuer 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. The bonds of the Issuer are hereby authorized to be issued and delivered in the aggregate principal amount of not to exceed , FOR THE PURPOSE OF PROVIDING FUNDS FOR THE ACQUISITION AND CONSTRUCTION OF IMPROVEMENTS AND EXPANSIONS TO THE HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, MATURITIES AND SALE OF BONDS. (a) Each Bond issued pursuant to this Resolution shall be designated: "TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT) CONTRACT REVENUE BOND, SERIES ", subject to paragraph(b)of this section. (b) As authorized by Chapter 1371, Texas Government Code, as amended, the General Manager of the Issuer is hereby designated as the "Authorized Officer" of the Issuer, and is 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, 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 or competitive 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 Bonds shall not be sold at a price less than 95% of the initial aggregate principal amount thereof plus accrued interest thereon from their date to their delivery, and no Bond shall bear interest at a rate 2 greater than 10% per annum. 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. 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) If the Authorized Officer determines that the Bonds should be sold by private placement, the Authorized 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. (d) If the Authorized Officer determines that the Bonds should be sold by a negotiated sale, the Authorized Officer 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. (e) 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. (e) 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, inter alia, for(i) the funding of the Reserve Fund, if any, as hereinafter required, (ii) the payment of the costs of issuance of the Bonds and (iii) the acquisition and construction of the project. Section 3. CHARACTERISTICS OF THE BONDS. Registration, Transfer, Conversion and Exchange; Authentication. (a) The Issuer shall keep or cause to be kept at the principal corporate trust office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours , of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration 5 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 3 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 3(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 effect as the Bonds which initially were issued and delivered pursuant to this Resolution, approved by the Attorney General,and registered by the Comptroller of Public Accounts. (b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Resolution. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Resolution. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty(30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each registered owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may or shall be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar by the Issuer at least 50 days prior to any such redemption date), (iii) transferred and assigned, (iv)may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable, and(viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Resolution. The Bonds 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 Bond issued in conversion of and exchange for any Bond or Bonds issued under this Resolution the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE,in the form set forth in the FORM OF BOND. (d) Substitute Paying Agent/Registrar. The Issuer covenants with the registered owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Resolution, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or 4 other agency to act as Paying Agent/Registrar under this Resolution. Upon any change in the Paying the previous Paying shall transfer and deliver the Registration Books (or ucopytboreVH, along vvitball other ysUioontbooks and records relating tothe ]�ondo, to the new Paying istrar designated and appointed appointed by the Issuer, Upon any change in the Paying strar, the Issuer promptly will cause a written notice thereof to be sent by the new P 'ug Agent/Registrar to each registered VvvnerofdzcBornia, 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 perfo i as such, each Paying egistrar shall be deemed to have agreed to the provisions of this Resolution, and a certified copy of this Resolution shall be delivered to each P 'og Agent/Registrar. (e) Book-Entry Only System. The Bonds issued in exchange for the Bonds initially issued to the purchaser specified herein shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownershi of each such Bond shall be re 'otoediutbcouozeofCede& Co., a0000ioeeofIheDepoodoryTrumtCompunyofIqevvYork ("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 cemp�cti* Bonds registered intbsouzosof<�edo /� Co., uouoodoecofI)TC, tbeIuauer and the P Agent/Registrar shall have oorou�onoibilitymr obligation 10 any oecu�d«sboob�sand dealers, bezdu , trust companies, clearing ons and certain other organizations on whose behalf [)7C was created ("DTC Participant") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying istrar 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 ownershi interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered nvvu�ruf ]�nodn, as uhov�uVu �b� ��oimb��k>nBoo�m, o� ooyoo{ oovvdbcompou� tn �b� Bonds, (iii) th 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 ha 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 5 & 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 they are received at least two (2) days prior to the general mailing or publication date of such notice. The Paying Agent/Registrar shall also send a notice of prepayment or redemption to the Registered Owner of any Bond who has not sent the Bonds in for redemption sixty (60) days after the redemption date. (ii) Each notice of redemption given by the Paying Agent/Registrar, whether required in the FORM OF BOND or in this Section, shall contain a description of the Bonds to be redeemed including the complete name of the Bonds, the Series, the date of issue, the interest rate, the maturity date, the CUSIP number, the certificate numbers, the amounts called of each certificate, the publications and mailing date for the notice, the date of redemption, the redemption price, the name of the Paying Agent/Registrar and the address at which the Bonds may be redeemed, including a contact person and telephone number. (iii) All redemption payments made by the Paying Agent/Registrar to the Registered Owners shall include a CUSIP number relating to each amount paid to such Registered Owner. Section 4. FORM OF BONDS. The form of the Bonds, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued and delivered pursuant to this Resolution, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Resolution. FORM OF BOND NO. R- PRINCIPAL AMOUNT UNITED STATES OF AMERICA STATE OF TEXAS TRINITY RIVER AUTHORITY OF TEXAS (HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM PROJECT) CONTRACT REVENUE BONDS, SERIES INTEREST RATE DATE OF BONDS MATURITY DATE CUSIP NO 6 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the TRINITY RIVER AUTHORITY OF TEXAS (the "Issuer"), being a governmental agency, and body corporate and politic of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "registered owner") the principal amount set forth above, and to pay interest thereon from the Date of Bonds as set forth above, on and semiannually thereafter on each and to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above; except that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of The Bank of New York Mellon Trust Company, National Association, 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 day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Resolution, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds,when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, 7 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 , authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of$ , FOR THE PURPOSE OF PROVIDING FUNDS FOR THE ACQUISITION AND CONSTRUCTION OF IMPROVEMENTS AND EXPANSIONS TO THE HUNTSVILLE REGIONAL WATER SUPPLY SYSTEM. ON , 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 in the years and 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, in amounts sufficient to redeem said Bonds on August 1 in the years and principal amounts shown on the following schedule: Maturity Principal Year Amount($) (maturity) Maturity Principal Year Amount($) (maturity) The principal amount of said Bonds required to be redeemed pursuant to the operation of such mandatory redemption provision shall be reduced,at the option of the Issuer,by the principal amount of said Bonds of the respective maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been acquired by the Issuer at a price not exceeding the principal amount of such Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such Bonds plus accrued interest to the date of purchase, or(3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement. 1• AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-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 8 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, within 5 days thereafter, 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 45 days prior to its redemption date. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns or otherwise ceases to act as such,the Issuer has covenanted in the Bond Resolution that it promptly 9 will appoint a competent and legally qualified substitute therefor,and cause written notice thereof to be mailed to the registered owners of the Bonds. IT IS HEREBY certified,recited,and covenanted that this Bond has been duly and validly authorized,issued, sold and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization,issuance and delivery of this Bond have been performed, existed and been done in accordance with law;that this Bond,together with other parity bonds, are special obligations of the Issuer payable from and secured by a first lien on and pledge of (1)the Issuer's Net Revenues from the"Trinity River Authority of Texas-Huntsville Regional Water Supply System Contract" entered into as of June 25, 1997, between the Issuer and the City of Huntsville,Texas,and(2)the Net Revenues the Issuer may receive from other parties,if any, with whom the Issuer may contract in the future for supplying treated water from the water treatment facilities of the Huntsville Regional Water Supply System,being the Project described in the above Contract. THE ISSUER has reserved the right, subject to the restrictions stated in the Bond Resolution, to issue Additional Bonds payable from and secured by a first lien on and pledge of the aforesaid "Net Revenues" on a parity with this Bond and series of which it is a part. THE ISSUER also has reserved the right to amend the Bond Resolution with the approval of the owners of a majority in principal amount of all outstanding bonds secured by and payable from a first lien on and pledge of the aforesaid"Net Revenues". THE REGISTERED OWNER hereof shall never have the right to demand payment of this Bond or the interest hereon from taxes or from any source whatsoever other than specified in the Bond Resolution. BY BECOMING the registered owner of this Bond,the registered owner thereby acknowledges all of the terms and provisions of the Bond Resolution,agrees to be bound by such terms and provisions, acknowledges that the Bond Resolution is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer,and agrees that the terms and provisions of this Bond and the Bond Resolution constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WHEREOF,the Issuer has caused this Bond to be signed with the manual or facsimile signature of the President of the Board of Directors of the Issuer and countersigned with the manual or facsimile signature of the Secretary of the Board of Directors of the Issuer, and has caused the official seal of the Issuer to be duly impressed,or placed in facsimile,on this Bond. Secretary, Board of Directors President, Board of Directors Trinity River Authority of Texas Trinity River Authority of Texas (SEAL) 10 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 THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION Paying Agent/Registrar By Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT For value received,the undersigned hereby sells,assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder,and hereby irrevocably constitutes and appoints ,attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: 11 NOTICE: Signature(s)must be guaranteed by NOTICE: The signature above must an eligible guarantor institution participating in correspond with the name of the registered a securities transfer association recognized owner as it appears upon the front of this Bond signature guarantee program. in every particular,without alteration or enlargement or any change whatsoever. FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) Section 5. DEFINITIONS AND PLEDGE. (a) As used in this Resolution the term"Bonds" shall mean and include collectively the bonds initially issued and delivered pursuant to this Resolution and all substitute bonds exchanged therefor, and all other substitute and replacement bonds, issued as provided in this Resolution; the term"Parity Bonds"means collectively the Outstanding Bonds,the Bonds and any Additional Bonds,which may be outstanding and payable from the Net Revenues hereinafter described after the issuance and delivery of the Bonds authorized by this Resolution; the term"Additional Bonds"means the additional parity revenue bonds permitted to be authorized in the future as provided in Section 15 of this Resolution; and capitalized words,terms and phrases used herein which are not otherwise defined herein shall have the meanings defined in the Contract. (b) It is hereby determined,declared, and resolved that all of the Parity Bonds, including the Bonds authorized by this Resolution, are and shall be secured and payable equally and ratably on a parity, from the Net Revenues. (c) It is specifically recognized that the Contract provides for the monthly payment by the City and Additional Contracting Parties, if any, with whom the Issuer may contract for supplying treated water from the water treatment facilities of the System,as such System may be added, improved, repaired, replaced, expanded and extended by the Project, as amended from time to time,to the Issuer of (1) all Operation and Maintenance Expense; • (2) the principal of and the interest on the Parity Bonds, as such principal and interest become due, less interest to be paid out of Bond proceeds as permitted by the Resolution; (3) during each Fiscal Year,the proportionate part of any special or reserve funds 12 required to be established and/or maintained by the provisions of the Resolution; and (4) an amount in addition thereto sufficient to restore any deficiency in any of such funds or accounts required to be accumulated and maintained by the provisions of the Resolution. The term Net Revenues, as used in this Resolution, shall mean and be defined as all of the gross revenues or payments received by the Issuer from the City under the Contract,and from Additional Contracting Parties, if any, after deducting therefrom the amounts specifically paid to the Issuer, as described above,for the purpose of covering,paying and reimbursing the Issuer for Operation and Maintenance Expense, with the result that the Net Revenues shall consist of the amounts necessary to pay all principal and/or interest coming due on the Issuer's Parity Bonds on each principal and/or interest payment date plus the amounts specified in(3)and(4)above. The Parity Bonds, and the interest thereon, are and shall be payable from and secured by an irrevocable first lien on and pledge of said Net Revenues,and said Net Revenues are further pledged irrevocably to the establishment and maintenance of the Funds hereinafter described. The City has contracted to make all of its payments under the Contract from the revenues of the City's combined Waterworks and Sewer System as an operating expense of such combined Waterworks and Sewer System. (d) Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of the Net Revenues granted by the Issuer under(c) above, 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 Net Revenues granted by the Issuer under(c)above 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 6. SPECIAL FUNDS. All gross revenues or payments received by the Issuer under the Contract and from Additional Contracting Parties, if any, shall be kept separate and apart from all other funds of the Issuer, and the following special Funds are hereby created or confirmed and shall be established and maintained at a depository of the Issuer so long as any of the Bonds are outstanding and unpaid: (a) the Revenue Fund; (b) the Interest and Sinking Fund; and (c) the 2012 Reserve Fund. Section 7. REVENUE FUND. All gross revenues or payments received by the Issuer under the Contract and from Additional Contracting Parties, if any, shall be deposited as received by the Issuer into the Revenue Fund, and shall be deposited from the Revenue Fund,as hereinafter provided. Section 8. INTEREST AND SINKING FUND. There shall be deposited into the Interest and Sinking Fund the following: (a) immediately after the delivery of the Bonds,all accrued interest from the proceeds from the sale of the Bonds shall be deposited to the credit of the Interest and Sinking Fund, and shall be used for paying interest on the Bonds. (b) on or before August 1,2012, and semiannually thereafter on or before each February 1 and August 1,an amount equal to the principal and/or interest coming due on the Parity Bonds on the 13 next interest payment succeeding . Section 9. USE OF INTEREST AND SINKING FUND. The Interest and Sinking Fund shall be used solely to pay the principal of and interes on the Parity Bonds as such principal matures and such interest comes due. Section 10. 2012 RESERVE FUND. (a) In addition to words and terms otherwise defined in this Resolution, the following definitions shall apply to words and terms used in this section: "Bond In urance Policy" means an insurance policy issued by a Bond Insurer insuring or guaranteeing the payment of principal Vfuodiu1cneatooanyBoodmoz/\dditiozalBoodn. "Bond Insurer" means an entity that insures or guarantees the payment of principal ofand interest on any of the Bonds or Additional Bonds. "Credit Facility"means a Bond Insurance Policy,a surety bond(including any supporting Insurance Agreement), or a letter or line of credit issued in support of any Bonds or Additional Bonds by a Credit Facility Provider at the request of the Issuer. "Credit Facility Provider"means(i)with respect to any Credit Facility consisting of a policy of munici al bond insurance or a surety bond,an issuer of policies of insurance ins i the timely payment of debt service on governmental obligations such as the Bonds or Additional Bonds,provided that a Rating having Agency outstanding Bonds or Additional Bonds upon delivery of the Bonds or Additional Bonds fully insured by a standard policy issued by the issuer in its highest generic oding category for such obligations; and(ii) with respect to any Credit Facility consisting of a letter or line of credit, any financial institution, provided that a Rati Agency havi an outstanding rati on the Bonds or Additional Bonds would rate the Bonds or Additiona Bonds iu one of its two bdoboat�cu�du��i��uat��ori�mfhraucb highest obligations if the letter or line of credi proposed to be issued by such financial institution secured the timely payment of the entire principal onnountVftbeamricuofBooduVr/\ddibnou Bonds and the interest thereon. "Fitch" means Fitch Investors Service, L.P., its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, Fitch shall be deem d to refer to any other nationally reco ized securities rating agency designated by the Issuer. "Insurance Agreement" means an agreement between the Issuer and the Bond Insurer respecting a municipal bond debt service reserve insurance policy constituting a Reserve Fund Obligation. "Moody's"means Moody's Investors Service, Inc., its successors and their assigns,and, if such corporation shall be dissolved or li idated or shall no longer perform the functions of a securities rating agency, Moody's shall be deemed to refer to any other nationally reco 'zedoncuddearatiog agency designated by the Issuer "Rating Agencies" means S&P,Moody's andlor Fitch according to which of such rating agencies then rates the Bonds or Additional Bonds of the applicable series; and provided that if neither of such rating agencies then rates the Bonds or Additional Bonds of such series,the term"Rating Agencies" shall refer to any national rating agency(if any)which provides such rating. "Required Reserve" means an amount equal to the lesser of(i)the average annual princi ul and interest requirements on the Bonds or Additional Bonds or(ii)the amount determined by the Internal Revenue Code of 1986,as amended, and the regulations thereunder, as of the date of issuance of any hereafter issued Bonds or Additional Bonds issued with the intent that interest thereon will be excludable from the gross income of the registered owners thereof for federal income tax purposes,to be a reasonably required reserve or replacement fund. 14 "Reserve Fund Obligation"means a Credit Facility satisfying the requirements of this section which is deposited in the 2012 Reserve Fund to meet all or part of the Required Reserve as provided in section. "S&P" means Standard&Poor's Ratings Services,a division of The McGraw-Hill Companies, Inc., its successors and their assigns,and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, S&P shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer. (b)There shall initially be deposited from the"Reserve Fund"created for the benefit of the Refunded Bonds and/or proceeds from the sale of the Bonds,to the credit of the 2012 Reserve Fund, an amount of money equal to the Required Reserve.Thereafter,no further deposits shall be made into the 2012 Reserve Fund as long as the money and investments,together with any Reserve Fund Obligation, in the 2012 Reserve Fund are at least equal in market value to the Required Reserve; but if and whenever the market value of money and investments,together with any Reserve Fund Obligation, in the 2012 Reserve Fund is reduced below said Required Reserve because of a decrease in market value of investments,then the Issuer shall require the Contracting Parties to increase payments under the Contract as soon as practicable, and in all events by the end of the next Fiscal Year, in an amount sufficient to restore the 2012 Reserve Fund to the Required Reserve; and in the event the 2012 Reserve Fund is used to pay the principal of or interest on the Bonds or Additional Bonds because of insufficient amounts being available in the Interest and Sinking Fund,then the Issuer shall require the Contracting Parties to increase payments under the Contract in an amount sufficient to restore the 2012 Reserve Fund to the Required Reserve in market value, and from such increased payments the Issuer shall deposit in the 2012 Reserve Fund,in approximately equal periodic installments, not less than annual, such amounts as are required to restore the 2012 Reserve Fund to the Required Reserve in market value as soon as practicable,but in any case,within one year from any date of the use of the 2012 Reserve Fund to pay such principal or interest. For purposes of calculating the amount on hand in the 2012 Reserve Fund,an amount equal to the maximum available amount which may be drawn under any Reserve Fund Obligation, as described in(I)below, will be deemed on deposit in the 2012 Reserve Fund. During any period in which the money and investments credited to the 2012 Reserve Fund,taking into account any Reserve Fund Obligation, are equal to or exceed the Required Reserve in market value then during such period all investment earnings and income from the 2012 Reserve Fund shall be deposited upon receipt to the credit of the Interest and Sinking Fund. (c) The 2012 Reserve Fund shall be used only for the purpose of paying principal of or interest on the Bonds, or any Additional Bonds issued to refund the Bonds,when there is not sufficient money available in the Interest and Sinking Fund for such payments,and shall be used finally to pay, redeem or retire the last of the outstanding Bonds or Additional Bonds issued to refund the Bonds. (d) The 2012 Reserve Fund shall secure and be used to pay all Bonds or Additional Bonds issued to refund the Bonds, in the manner and to the extent provided herein. However, each resolution pursuant to which Additional Bonds or Additional Bonds issued to refund the Bonds are issued shall provide and require that (i)the aggregate amount to be accumulated and maintained in the 2012 Reserve Fund shall be increased(if and to the extent necessary)to the Required Reserve required after the issuance of such Additional Bonds; and(ii)the required additional amount, if any, shall be so accumulated by the deposit in the 2012 Reserve Fund of all of said required additional amount in cash or a Reserve Fund Obligation immediately after the delivery of the then proposed Additional Bonds. (e) Notwithstanding any other provisions of this Resolution, an equivalent Reserve Fund ; Obligation may be substituted by the Issuer at any time and from time to time for all or any part of the money and/or investments held for the credit of the 2012 Reserve Fund, and such money and/or investments may be withdrawn and used for any lawful purpose,provided, however, that to the extent such funds were derived from the proceeds of Bonds or Additional Bonds, such funds may only be withdrawn and either(i) deposited into the Interest and Sinking Fund or(ii)applied for a purpose for = which such Bonds or Additional Bonds were originally issued. If a Reserve Fund Obligation is used , as provided above,any reimbursements required thereunder to be paid to a Credit Facility Provider as 15 a result of a draw or demand thereunder and any interest thereon and expenses payable thereunder shall be made, as provided in the Reserve Fund Obligation, from moneys deposited into the 2012 Reserve Fund until fully paid. If it becomes necessary to pay interest on or principal of any Bonds from the 2012 Reserve Fund, money and investments held for the credit of the 2012 Reserve Fund shall be utilized first for such purpose,before any demand or draw is made on a Reserve Fund Obligation. (f) A Reserve Fund Obligation permitted under(b), above, must be a Credit Facility in the form of a surety bond, insurance policy, or letter of credit meeting the requirements described below. (1) A surety bond or insurance policy issued to the Issuer or other party, as agent of the registered owners, by a company licensed to issue an insurance policy guaranteeing the timely payment of debt service on the Bonds (a "municipal bond insurer") if the claims paying ability of the issuer thereof shall, at the time of issuance, be rated by at least two of the following rating agencies in the indicated rating categories, to-wit, "AAA" by S&P or Fitch or "Aaa" by Moody's. (2) A surety bond or insurance policy issued to the Issuer or other party, as agent of the registered owners,by an entity other than a municipal bond insurer, if the form and substance of such instrument and the issuer thereof shall be approved in writing by each Bond Insurer of record. (3) An unconditional irrevocable letter of credit issued to the Issuer or other party, as agent of the registered owners, by a bank if the issuer thereof, at the time of issuance, is rated by at least two of the following rating agencies in the indicated rating categories,to-wit, at least "AA" by S&P or Fitch or"Aa"by Moody's. The letter of credit shall be payable in one or more draws upon presentation by the Issuer or other party of a sight draft accompanied by its certificate(which must be satisfactory in form and substance to the Issuer or other party and the issuer of the letter of credit) that the Issuer then holds insufficient funds to make a required payment of principal or interest on the Bonds or Additional Bonds. The draws shall be payable within two days of presentation of the sight draft. The letter of credit shall be for a term of not less than three years and shall be subject to an "evergreening" feature so as to provide the Issuer with at least 30 months notice of termination. The issuer of the letter of credit shall be required to notify the Issuer not later than 30 months prior to the stated expiration date of the letter of credit, as to whether such expiration date shall be extended, and if so, shall indicate the new expiration date. If such notice indicates that the expiration date shall not be extended, the Issuer shall deposit in the 2012 Reserve Fund, in accordance with this section, an amount sufficient to cause the money or investments on deposit in the 2012 Reserve Fund,together with any other qualifying Reserve Fund Obligations,to accumulate to the Required Reserve, unless the expired Reserve Fund Obligation is replaced by a Reserve Fund Obligation meeting the requirements in any of 1 through 3, above. The letter of credit shall permit a draw in full prior to the expiration or termination of such letter of credit if the letter of credit has not been replaced or renewed. The Issuer or other party shall draw upon the letter of credit prior to its expiration or termination unless an acceptable replacement is in n' place or the 2012 Reserve Fund is fully funded to the Required Reserve. &''? (4) The obligation to reimburse the issuer of a Reserve Fund Obligation for any expenses, claims, or draws upon such Reserve Fund Obligation, including interest thereon, shall be made from the deposits made to the 2012 Reserve Fund as provided in this section and in accordance with the provisions of the Reserve Fund Obligation. The Reserve Fund Obligation shall provide for a revolving feature under which the amount available thereunder will be reinstated to the extent of any reimbursement of draws or claims paid. If the revolving feature is suspended or terminated for any reason, the right of the issuer of the Reserve Fund Obligation to reimbursement will be subordinated to the cash replenishment of the 2012 Reserve Fund to an amount equal to the difference between the full original amount available under the Reserve Fund Obligation and the amount then available for further draws or claims. In the event (a) the issuer of a Reserve Fund Obligation becomes insolvent, or(b)the issuer of 16 a Reserve Fund Obligation defaults in its payment obligations thereunder, or(c)the claims paying ability of the issuer of the insurance policy or surety bond falls below "AAA"by S&P or Fitch or"Aaa"by Moody's, or(d)the rating of the issuer of the letter of credit falls below the"AA" category by S&P or Fitch or the"Aa" category by Moody's,the obligation to reimburse the issuer of the Reserve Fund Obligation shall be subordinate to the cash replenishment of the 2012 Reserve Fund. (5) In the event(a)the issuer of the Reserve Fund Obligation defaults in its payment obligations hereunder,or(b)the issuer of the Reserve Fund Obligation becomes insolvent,the Issuer shall either(i) deposit into the 2012 Reserve Fund, in accordance with this section, amounts sufficient to cause the money or investments on deposit in the 2012 Reserve Fund to accumulate to the Required Reserve within twelve months of such occurrence, or(ii)replace such instrument with a surety bond, insurance policy,or letter of credit meeting the requirements in any of 1 through 3 above within twelve months of such occurrence. (6) Where applicable,the amount available for draws or claims under a Reserve Fund Obligation may be reduced by the amount of money or investments deposited in the 2012 Reserve Fund pursuant to clause(i)of the preceding subparagraph 5. (7) The Issuer shall ascertain the necessity for a claim or draw upon any Reserve Fund Obligation and provide notice to the issuer of the Reserve Fund Obligation in accordance with its terms not later than three days (or such appropriate time period as will,when combined with the timing of required payment under the Reserve Fund Obligation,ensure payment under the Reserve Fund Obligation on or before the interest payment date)prior to each interest payment date. (8) Cash on deposit in the 2012 Reserve Fund shall be used(or investments purchased with such cash shall be liquidated and the proceeds applied as required)prior to any drawing on any Reserve Fund Obligation. If and to the extent that more than one Reserve Fund Obligation is deposited in the 2012 Reserve Fund, drawings thereunder and repayments of costs associated therewith shall be made on a pro rata basis,calculated by reference to the maximum amounts available thereunder. (g) Any excess in the 2012 Reserve Fund over the Required Reserve in effect at any time shall be deposited to the credit of the Interest and Sinking Fund. Section 11. ISSUER'S EXPENSES AND COSTS. The Issuer shall pay, or reimburse itself for, Operation and Maintenance Expense from the payments made by the City under the Contract,and by any Additional Contracting Parties, if any, specifically for such purpose, and in no event from the pledged Net Revenues. Section 12. INVESTMENTS. Money in any Fund described in this Resolution may be invested in securities as permitted by the Public Funds Investment Act, as amended. All earnings and income derived from the investment of the Revenue Fund,the Interest and Sinking Fund and the 2012 Reserve Fund shall be deposited to the credit of the Interest and Sinking Fund,except during certain periods with respect to the 2012 Reserve Fund, as provided in Section 10 hereof. All earnings and income derived from the investment of the Project Acquisition Fund,hereinafter described, shall be deposited to the credit of the Project Acquisition Fund. The depository bank in which each of the Funds created by this resolution is maintained shall invest the amounts on deposit therein in accordance with instructions from the Issuer, which instructions shall be given by the Issuer after due consultation with the City and any Additional Contracting Parties. Section 13. DEFICIENCIES IN FUNDS. If the Issuer should be unable at any time to deposit into any Fund created by this Resolution the full amounts required,amounts equivalent to such deficiencies shall be set apart and paid into said Funds from the first available Net Revenues, and such 17 payments shall be in addition to the amounts otherwise required to be deposited into said Funds. Section 14. SECURITY FOR FUNDS. All Funds described in this Resolution shall be secured in the manner and to the fullest extent permitted or required by law for the security of Issuer funds, and such Funds shall be used only for the purposes and in the manner permitted or required by this Resolution. Section 15. ADDITIONAL BONDS. The Issuer reserves the right to issue additional parity revenue bonds("Additional Bonds")in such amounts as are required for the purpose of completing the acquisition and construction of the Initial Project and for the acquisition and construction of any future Additional Projects, collectively constituting the Project, as provided in the Contract, or for the purpose of expanding the Project to provide service to Additional Contracting Parties, or for the purpose of refunding any outstanding Parity Bonds or for any other lawful purpose. Such Additional Bonds shall be considered,constitute and be defined as "Parity Bonds" for all purposes of this Resolution and "Bonds" for all purposes of the Contract,and when issued and delivered they shall be payable from and secured by a first lien on and pledge of the Net Revenues,in the same manner and to the same extent as the other Parity Bonds; and all of the Parity Bonds shall in all respects be on a parity and of equal dignity. The Additional Bonds may be issued in one or more installments or series, provided,however,that no such installment or series shall be issued unless: (a) a certificate is executed by the General Manager of the Issuer to the effect that(1)no default exists in connection with any of the covenants or requirements of the resolution or resolutions authorizing the issuance of all then outstanding Parity Bonds, (2)the Interest and Sinking Fund and all outstanding Parity Bond reserve funds contain the amounts then required to be on deposit therein and (3)the Contract with the City and each contract with Additional Contracting Parties, if any,are in full force and effect and no default exists in connection therewith; (b) the resolution authorizing the issuance of such installment or series of Additional Bonds shall provide for the payment of the principal of and interest on such Additional Bonds from Net Revenues; and (c) the governing body of the City passes an ordinance or adopts a resolution approving a substantial draft of the resolution authorizing the issuance of such installment or series of Additional Bonds. Section 16. ACCOUNTS AND RECORDS. The Issuer shall keep proper books of records and accounts, separate from all other records and accounts of the Issuer, in which complete and correct entries shall be made of all transactions relating to payments under the Contract and from Additional Contracting Parties, if any. The Issuer shall have said books audited once each Issuer fiscal year by an independent Certified Public Accountant. Section 17. ACCOUNTING REPORTS. Within one hundred thirty five(135)days after the close of each Issuer Fiscal Year hereafter,the Issuer shall forward to any other owner of any of the Parity Bonds who shall so request in writing, and to the City, a signed or certified copy of a report by a Certified Public Accountant, covering the next preceding fiscal year,showing the following information: (a) A detailed statement of all payments under the Contract and from Additional Contracting Parties, if any, and the Issuer's disbursements thereof; (b) Balance sheet as of the end of said fiscal year; (c)Accountant's comment regarding the manner in which the Issuer has complied with the requirements of this Resolution,and any other resolutions of the Issuer authorizing the issuance of Parity Bonds, and his recommendations, if any, for any changes or improvements. Section 18. INSPECTION. Any owner of any Parity Bonds shall have the right at all 18 reasonable times to inspect all records, accounts and data of the Issuer relating to the Contract, Additional Contracting Parties, if any, and the Funds described by this Resolution. Section 19. SPECIAL COVENANTS. The Issuer further covenants as follows: (a) that other than for the payment of the Parity Bonds the Net Revenues have not in any manner been pledged to the payment of any debt or obligation of the Issuer; (b) that while any of the Parity Bonds are outstanding,the Issuer will not, with the exception of the Additional Bonds expressly permitted by this Resolution to be issued, additionally encumber the Net Revenues; (c) that the Issuer will carry out all of its obligations under the Contract; and when or if necessary will promptly enforce and cause the City and Additional Contracting Parties, if any,to carry out all of their obligations under the Contract and any other pertinent agreements or contracts, for the benefit of the Issuer and the owners of the Parity Bonds, by all legal and equitable means, including the use of mandamus proceedings against the City and Additional Contracting Parties, if any. Section 20. BONDS ARE SPECIAL OBLIGATIONS. The Parity Bonds shall be special obligations of the Issuer payable solely from the pledged Net Revenues, and the owners of the Parity Bonds shall never have the right to demand payment thereof out of funds raised or to be raised by the levy of taxes. Section 21. AMENDMENT OF RESOLUTION. (a) The Registered Owners of Parity Bonds and Additional Bonds aggregating a majority of the aggregate principal amount of the then outstanding Parity Bonds and Additional Bonds(for purposes of this sentence only, 100%of the aggregate principal amount of the Bonds which are insured by a bond insurance provider at the time that the Issuer seeks approval of an amendment shall be deemed to be owned by such bond insurance provider) shall have the right from time to time to approve any amendment to any resolution authorizing the issuance of any Parity Bonds or Additional Bonds, which may be deemed necessary or desirable by the Issuer,provided,however, that nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in said resolutions or in the Parity Bonds or Additional Bonds so as to: (1) Make any change in the maturity of the outstanding Parity Bonds or Additional Bonds; (2) Reduce the rate of interest borne by any of the outstanding Parity Bonds or Additional Bonds; (3) Reduce the amount of the principal payable on the outstanding Parity Bonds or Additional Bonds; (4) Modify the terms of payment of principal of or interest on the outstanding Parity Bonds or Additional Bonds, or impose any conditions with respect to such payment; (5) Affect the rights of the Registered Owners of less than all of the Parity Bonds and Additional Bonds then outstanding; (6) Change the minimum percentage of the principal amount of Parity Bonds and Bonds necessary for consent to such amendment. (b) If at any time the Issuer shall desire to amend a resolution under this Section, the Issuer shall cause notice of the proposed amendment to be published in a financial newspaper or journal published in the State of Texas and in The City of New York, New York, once during each calendar week for at least four successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the principal office of each Paying Agent/Registrar for the Parity Bonds and Additional Bonds, for inspection by all Registered Owners of 19 Parity Bonds and Additional Bonds. Such publication is not required, however, if such notice in writing is given to the Registered Owner of each of the Parity Bonds and Additional Bonds. (c) Whenever at any time not less than thirty days, and within one year, from the date of the first publication of said notice or other service of written notice the Issuer shall receive an instrument or instruments executed by the Registered Owners of at least a majority in aggregate principal amount of all Parity Bonds and Additional Bonds then outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and which specifically consent to and approve such amendment in substantially the form of the copy thereof on file as aforesaid,the Issuer may adopt the amendatory resolution in substantially the same form. (d) Upon the adoption of any amendatory resolution pursuant to the provisions of this Section, the resolution being amended shall be deemed to be amended in accordance with the amendatory resolution,and the respective rights, duties, and obligations of the Issuer and all the Registered Owners of then outstanding Parity Bonds and Additional Bonds and all future Additional Bonds shall thereafter be determined, exercised, and enforced hereunder, subject in all respects to such amendment. (e)Any consent given by the Registered Owner of a Parity Bond or Additional Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the first publication of the notice provided for in this Section, and shall be conclusive and binding upon such Registered Owner and all future Registered Owners of the principal amount of such Parity Bond or Additional Bond and any bond issued in substitution and exchange therefor during such period. Such consent may be revoked at any time after six months from the date of the first publication of such notice by the Registered Owner who gave such consent, or by a successor in title,by filing notice thereof with the Paying Agent/Registrar for such Parity Bond or Additional Bond, and the Issuer, but such revocation shall not be effective if the Registered Owners of a majority in aggregate principal amount of then outstanding Parity Bonds and Additional Bonds as in this Section defined have,prior to the attempted revocation,consented to and approved the amendment. (f) For the purpose of this Section, with respect to Parity Bonds or Additional Bonds issued in fully registered form, all matters relating to the ownership of Parity Bonds and Additional Bonds shall be determined from the Registration Books of the Issuer kept by the Paying Agent/Registrar for such Parity Bonds and Additional Bonds. Section 22. PROJECT ACQUISITION FUND. That immediately after the sale and delivery of any Additional Bonds issued in order to obtain funds to pay the costs of the acquisition and construction of improvements and extensions to the System, the Issuer shall deposit the remaining proceeds from the sale of such Additional Bonds, exclusive of accrued interest, any premium and the deposits of capitalized interest and debt service reserves provided to be made in the resolution authorizing the issuance of such Additional Bonds, into a special Project Acquisition Fund. Said Project Acquisition Fund shall be established, drawn on and used to pay the costs of the Project, subject to the requirement that each expenditure from the Project Acquisition Fund must be approved by the consulting engineers,prior to the making of such expenditure; provided, however, that the payment of the costs of issuance of such Additional Bonds need not be so approved. Upon completion of the purposes for which such Additional Bonds were issued, any funds remaining in the Project Acquisition Fund shall be deposited into the Interest and Sinking Fund. Section 23. 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 20 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 Net Revenues herein pledged 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 23(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 23(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. (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. Section 24. 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. 21 (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 3 of this Resolution for Bonds issued in conversion and exchange for other 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 General Manager of the Issuer are hereby authorized to have control of the Bonds issued hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation,examination,and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds said Comptroller of Public Accounts(or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate on the Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile,on the Bonds. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer,be printed on the Bonds or on any Parity Bonds issued and delivered in conversion of and exchange or replacement of any Bond,but neither shall have any legal effect,and shall be solely for the convenience and information of the Registered Owners of the Bonds. If insurance is obtained on any of the Bonds,the Bonds and all other Bonds shall bear an appropriate legend concerning insurance as provided by the insurer. Section 26. FURTHER PROVISIONS AND PROCEDURES. The President,Vice President and Secretary of the Board of Directors of the Issuer,the General Manager of the Issuer and all other officers,employees and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute,acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer a Letter of Representation with DTC regarding the Book-Entry Only System, the Paying Agent/Registrar Agreement with the Paying Agent/Registrar and all other instruments,whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Resolution,the Letter of Representation,the Bonds,the sale of the Bonds and the Official Statement. Notwithstanding anything to the contrary contained herein, while the Bonds are subject to DTC's Book-Entry Only System and to the extent permitted by law, the Letter of 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. CONTINUING DISCLOSURE OF INFORMATION. (a) As used in this Article, the following terms have the meanings ascribed to such terms below: 22 "&&52[B"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 Disclosure by Continuing Agreement ' individual Parties,the Parities Contracting , Contracting of the beneficial owners of the Bonds,to the extent set forth therein,to provide continuing disclosure of financial information and operati data with respect to the Contracting Parties in accordance with the Rule as promulgated by the SEC. (c) The Issuer shall, for the benefit of the beneficial owners of the Bonds,undertake to notify the MSRB, in a timely manner not in excess often business days after the occurrence of the event, of any of the following events with respect to the Bonds: A. Principal and interest payment delinquencies; B. related defaults, if material; C. Unscheduled draws on debt service reserves reflecting financial difficulties; D. Unscheduled draws on credit enhancements reflecti financial difficulties; E. Substitution of credit or liquidity providers, or their failure to perform; F. Adverse tax opinions,the issuance by the Internal Revenue Service of proposed or final determinations _ `_ ' other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; G. Modifications to rights of holders of the Bonds, if material; H. Bond calls, if material,and tender offers; l. Defeasances; J. Release, substitution,or sale of property sec i repayment of the Bonds,if material; K. Rating changes; L. Bankruptcy, insolvency, receivership or similar event of the Issuer; M. The consummation of a merger consolidation, or acquisition iovubing the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business,the entry into a definitive ageement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and N. Appointment of a successor P ing Agent/Registrar or change in the name of the Paying Agent/Re 'otrac, if material. As used in clause L 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 ha supervision or jurisdiction over substantially all of the assets or business of the Issuer. Section 28. COVENANTS REGARDING TAX-EXEMPTION 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 dzcrouftkelmunc,00ve000taanbuDovvu: (a) to take any action to as / that no more than 10 percent of the proceeds of the Bonds (less amounts 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 23 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; (b) to take any action to assure that in the event that the "private business use" described in subsection(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; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 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; (d) 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; (e) 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; (f) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly,to acquire 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-- (1) proceeds of the Bonds invested for a reasonable temporary period until such proceeds are needed for the purpose for which the bonds are issued, (2) amounts invested in a bona fide debt service fund,within the meaning of section 1.148-1(b) of the Treasury Regulations, and (3) 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; (g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code(relating to arbitrage) and,to the extent applicable, section 149(d) of the Code(relating to advance refundings); (h) to pay to the United States of America at least once during each five-year period (beginning on 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(h), 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 contained herein are intended to assure compliance with 24 the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or ruli 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 reco izcdboodcooumel. vvilloutodvcruelyufbec1tboexeozndoufrmozfedooaliocooze taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additiona irements 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 furtheran e of such intention,the Issuer hereby authorizes and directs the General Manager of the Issuer to execute any documents, certificates or reports required hythcCodtuudtuomkcuoobciccduoa, 00h«hm)foftbeleaocr, wbiob 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. Section 29. ALLOCATION OF,AND LIMITATION ON, EXPENDITURES FOR THE PROJECT.The Issuer covenants to account for the expenditure of sale proceeds aodiuveutuzeo1 earnings to be used�rthe purposes described in Section 1 of this Resolution(the"Project") on its `' - = ' ���d��aiu���ewi��requirements The . �pfum/=u �u Code. n�co�ozzoathat iu order for the proceeds inbs considered used for the reioohurmco�cntof costs, the proceeds zmzotbnaUocu1cdtoenpeodikocn�v�biol8oxootbaof the later nf the date that(1)the expezx�Uzneiuo� jc,or(2)the pcuo�iocozuyloted; but iono event later than tbm�years u�orthe date uu which the original expenditure im paid. The foregoing ootvvidbataoding, the Issuer reco izes that in order�rpooc�do0nbc expended under�e�tecua Revenue Code,the sale proceeds Vc�vcubnpn1 cuoduAucooatbe expended ono�ore than 60 days after the eadicrof(l)the fi�banniversary ofthe delivery of the]�oudu,or(2)the d�cthe]�oodoare otbx�l.The Issuer agrees too�aiu the advice of uutiounDy-m�ugniondbond counsel if such expenditure�dletococuplyvvitb the foregoing toassure that such erpcoddozovviUnot adversely ui�x�the tax-exempt ut�uuuf the]�ondo. For purposes hereof,the ium�ershall not be obligated to comply nridbthis covenant ifit obtains uo opinion that such failure to comply�piUnot adversely o�ectthe excludability for federal b�000�e tax purposes f�)rngross b�noozoof the io1cr: L Section 30. l�ISP{)SITlC)��(JF PR0IB(�T. 7�bcIssuer covenants that the yrope�ycouutih�ing the Pruim�vdUnot be sold or otherwise disposed inu transaction resulting in the receipt by the Issuer of cash Vr other compensation,unless the Issuer obtains ao opinion ofu�ioouDy-n:ou ized bond 8 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 comprisi personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash orotbcr compensation. For purposes hereof,the Issuer shall not be obligated to comply with this covenant if it obtains an opinion tha such failure to comply will not adver ely affect the excludability for federal income tax purposes from gross income of the interest Section 31. EXPIRATION OF AUTHORIZATION. The authority of the General Manager, as 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 25