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RESO 1995-08B - TRA Amendatory Contract°t5 —o$ RESOLUTION NO. 945 AUTHORIZING AND DIRECTING THE EXECUTION OF THE TRINITY RIVER AUTHORITY OF TEXAS - CITY OF HUNTSVILLE WATER TREATMENT FACILITIES, WATER TRANSMISSION AND CLEAR WELL STORAGE FACILITIES AMENDATORY CONTRACT, AND PROVIDING FOR THE EFFECT OF SAID RESOLUTION AND CONTRACT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HUNTSVILLE: SECTION I That, for and on behalf of the City of Huntsville, the Mayor of the City of Huntsville is hereby authorized and directed to sign, deliver, and otherwise execute, and the City Secretary of the City of Huntsville is hereby authorized and directed to sign, attest, and seal, the Trinity River Authority of Texas - City of Huntsville Water Treatment Facilities, Water Transmission and Clear Well Storage Facilities Amendatory Contract (the "Amendatory Contract ") in substantially the form and substance attached to this Resolution and made a part hereof for all purposes. SECTION 2 That, upon its execution by the parties thereto, the Amendatory Contract shall be binding upon the City of Huntsville in accordance with its terms and provisions. SECTION 3 That this Resolution shall be effective immediately from and after its adoption, and all ordinances and resolutions of the City of Huntsville in conflict herewith are hereby amended to the extent of such conflict, and any contracts or agreements authorized thereby are hereby amended to the extent of such conflict. RE •LUTION I' CONTRACT AT CHED T .i ' : TO APP VED: City Attorne CERTIFICATE FOR RESOLUTION AUTHORIZING AND DIRECTING THE EXECUTION OF THE TRINITY RIVER AUTHORITY OF TEXAS - CITY OF HUNTSVILLE WATER TREATMENT FACILITIES, WATER TRANSMISSION AND CLEAR WELL STORAGE FACILITIES AMENDATORY CONTRACT, AND PROVIDING FOR THE EFFECT OF SAID RESOLUTION AND CONTRACT THE STATE OF TEXAS COUNTY OF WALKER CITY OF HUNTSVILLE We, the undersigned, Mayor and City Secretary of the City of Huntsville, Texas, hereby certify as follows: 1. The City Council of the City of Huntsville convened in Regular MEETING ON THE 24th DAY OF OCTOBER, 1995, in the City Council Chamber in the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to wit: William B. Green, Mayor Jim Carter, Mayor Pro Tem Ann James Dave Luning Jo Ann Mattews Dan Davis Ronald L. Lange David Martinez Marjorie Rex and all of said persons were present, except the following absentees: Jim Carter thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION AUTHORIZING AND DIRECTING THE EXECUTION OF THE TRINITY RIVER AUTHORITY OF TEXAS - CITY OF HUNTSVILLE WATER TREATMENT FACILITIES, WATER TRANSMISSION AND CLEAR WELL STORAGE FACILITIES AMENDATORY CONTRACT, AND PROVIDING FOR THE EFFECT OF SAID RESOLUTION AND CONTRACT was duly introduced for the consideration of said City Council and duly read. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of said Resolution, prevailed and carried by the following record vote: AYES: 8 NOES. 0 ABSTENTIONS: That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City Council as indicated therein; and that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, 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. IGNED AND SEALED the 24th day of October, 1995. L-0),61Auo _City Secretary Mayor City of Huntsville, Texas City of Huntsville, Texas (CITY SEAL TRINITY RIVER AUTHORITY OF TEXAS - CITY OF HUNTSVILLE WATER TREATMENT FACILITIES, WATER TRANSMISSION AND CLEAR WELL STORAGE FACILITIES AMENDATORY CONTRACT THE STATE OF TEXAS TRINITY RIVER AUTHORITY OF TEXAS WHEREAS, as of September 28, 1976, the Trinity River Authority of Texas - City of Huntsville Water Treatment Facilities, Water Transmission and Clear Well Storage Facilities Contract (the "Original Contract ") was duly entered into by and between the Trinity River Authority of Texas (the "Authority "), and the City of Huntsville (the "City "), in Walker County, Texas, being a city created and operating under the general laws of the State of Texas; and WHEREAS, the Original Contract was amended by a Contract. Amendment for Trinity River Authority of Texas, City of Huntsville Water Treatment Facilities, Water Transmission and Clear Well Storage Facilities Contract, dated as of December 7, 1983 (the "First Amendment "); and WHEREAS, the Original Contract provided that the Authority would, for the benefit of and to serve the 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 original "Project" as defined in the Original Contract; and 1 WHEREAS, pursuant to the Original Contract the Authority duly issued and delivered the Trinity River Authority of Texas Contract Revenue Bonds, Series 1976 (Huntsville Regional Water Supply System Project), dated October 10, 1976, in the original principal amount of $6,500,000 (the "Series 1976 Bonds "); and WHEREAS, pursuant to the Original Contract the Authority duly issued and delivered the Trinity River Authority of Texas Contract Revenue Bonds, Series 1978 (Huntsville Regional Water Supply System Project), dated July 10, 1978, in the original principal amount of $11,050,000 (the "Series 1978 Bonds ") for the purpose of refunding all of the Series 1976 Bonds and completing the Project as defined in the Original Contract; and WHEREAS, the original Project has been completed and been in operation for a number of years; and WHEREAS, the Authority and the City have determined that it is imperative that the Original Contract, as amended by the First Amendment, be amended in several respects in order to permit the Authority to improve and extend the original Project and to issue additional Bonds for such purpose; and WHEREAS, none of such amendments, hereinafter provided for, will in any way reduce, adversely affect, or impair the payments required to be made by the City to provide the neces- sary debt service requirements for the Series 1978 Bonds, or adversely affect the prompt payment when due of all the moneys required to be paid by the City for such purpose, and such amendments will not in any way adversely affect the holders of 2 the Series 1978 Bonds, but will permit the issuance of additional Bonds, on a parity with the Series 1978 Bonds, to improve and extend the original Project, as permitted by, and not in violation of, the resolution authorizing the Series 1978 Bonds; and WHEREAS, the Authority and the City are authorized to enter into this agreement pursuant to Chapter 518, Acts of the Regular Session of the 54th Texas Legislature, 1955, as amended (the "Authority Act "), and other applicable laws. NOW THEREFORE it is contracted and agreed by and between the Authority and the City as follows: ARTICLE I Section 1.1. That the term "Contract" shall mean the entire Contract, including collectively the original contract dated as of September 28, 1976, the first amendment to the original contract dated as of December 7, 1983 and this amendatory contract. Section 1.2. That the third "WHEREAS" clause to the preamble to the original contract dated as of September 28, 1978 is amended so as henceforth to be and read as follows: "WHEREAS, Authority proposes to 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 including metering facilities which may be required by the Texas Water Rights Commission to be constructed under Permit No. 1970, water 3 transmission and clear well storage and pumping facilities, to enable it to supply treated water to City and to others (herein called the "Project ", which Project shall be known as the Huntsville Regional Water Supply System), in accordance with Chapters IV, V and X of a report of Bernard Johnson Incorporated, Consulting Engineers of Houston, Texas, entitled City of Huntsville Preliminary Engineering Report on Surface Water Supply J.O. 73022, dated August, 1973, as such report may be amended or supplemented prior to the execution of construction contracts and as changed by change orders entered after construction contracts have been executed, or as such report may be amended or supplemented to provide expanded service in the future, including specifically the report of Turner Collie & Braden, Inc., Consulting Engineers, entitled Huntsville Regional Water Supply System /Texas Department of Criminal Justice Expansion Project, dated October, 1995, which report describes an expansion of the Project including transmission lines, a pressure reducing station, metering facilities and associated telemetry (herein called "Engineering Report ")." Section 1.3. That Section 1.F. of the Contract is amended so as henceforth to be and read as follows: "F. "Bonds" means the revenue bonds issued by Authority, whether one or more issues, and the interest coupons appertaining thereto, if any, to finance the Project, and any bonds issued to refund any Bonds." 4 • Section 1.4. That Section 2 of the Contract is amended so as henceforth to be and read as follows: "Section 2. CONSULTING ENGINEER, CONSTRUCTION OF PROJECT. The Authority and City agree that Bernard Johnson Incorporated were the "Consulting Engineers" for the original Project and that Turner Collie & Braden, Inc., Consulting Engineers, shall be the "Consulting Engineers" for the expansion to the original Project. Authority will construct the Project in general accordance with the Engineering Report. It is anticipated that such construction will be in phases and that each phase will be financed by Authority through the issuance of its Bonds. A substantial copy of any proposed resolution authorizing any Bonds shall be submitted to City for approval thereof and no Bonds shall be issued by Authority until a substantial copy of the resolution authorizing the issuance thereof has been approved by ordinance or resolution by City; however, it shall not be required that the price, interest rates or purchasers of any Bonds be approved by City. The City agrees that it will not unreasonably withhold its approval of any submitted proposed resolution." Section 1.5. That Section 3.D.(a) of the Contract is amended so as henceforth to be and read as follows: "D. MEASURING EQUIPMENT. (a) Authority shall furnish, install, operate and maintain the necessary metering equipment of standard type for measuring properly the quantity of water delivered under this agreement. Such metering equipment shall be located at points to be designated by Authority in accordance with the Engineering Report. Such meters and other equipment so installed shall remain the property of Authority. At such time as all of the Bonds issued to finance or refinance the acquisition and construction of the expansion facilities described in the report of Turner Collie & Braden, Inc., Consulting Engineers, entitled Huntsville Regional Water Supply System/Texas Department of Criminal Justice Expansion Project, dated October, 1995, have been paid, retired or defeased and are no longer outstanding, title to such expansion facilities, with the exception of the meter on the 30" line described in such report, shall vest in the City. City shall have access to such main metering equipment at all reasonable times, to inspect and to employ an independent laboratory to check metering equipment, but the reading, calibration and adjustment thereof shall be done only by the employees or agents of Authority. For the purpose of this agreement, the original record or reading of the main meter shall be the journal or other record book of Authority in its office in which the records of the employees or agents of Authority who take the reading are or may be transcribed. Upon written request of City, Authority will give City a copy of such journal or record book, or permit City to have access to the same in the office of Authority during reasonable business hours." 6 Section 1.6. That Section 3.F. of the Contract is amended so as henceforth to be and read as follows: "F. DELIVERY PRESSURE. The water shall be delivered by Authority at the point(s) of delivery at a pressure sufficient to transmit the water into the clear well storage facilities or as otherwise described in the Engineering Report." Section 1.7. That Section 5.A. of the Contract is amended so as henceforth to be and read as follows: "Section 5. SPECIAL PROVISIONS. A. Authority will proceed to finance and construct the Project in accordance with the Engineering Report without unreasonable delay." ARTICLE II That all of the other provisions of the Contract not amended as provided above shall be and remain in full force and effect. 7 IN WITNESS WHEREOF, the parties hereto acting under authority of their respective governing bodies have caused this amendatory contract to be duly executed in several counterparts, each of which shall constitute an original, all as of the 24th day of October , 1995, which is the date of this amendatory contract. TRINITY RIVER AUTHORITY OF TEXAS By ATTEST: Danny F. Vance, General Manager James Lee Murphy, Secretary, Board of Directors (AUTHORITY SEAL) CITY OF HUNTSVILLE, TEXAS LI6LA) City Secretary (CITY SEAL) APP \TED AS 0 EGALITY U V` Ci y ttorney