HomeMy WebLinkAboutORD 366 - ORD Authorizing the Issuance of $40000 Swimming Pool First Mortgage Revenue
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ORDINANCE 3:66
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AN ORDINANCE AUTHORIZING THE ISSUANCE OF
$40,000.00 SWIMMING POOL FIRST MORTGAGE
REVENUE BONIS; PRESCRIBIWG THE DETAILS AND
PROVIDING 'FOR THE PAYMENT AND SECURITY OF
SUCH BONm; AUTHORIZING AND PROVIDIID FOR
THE EXECurroN OF A Me:mrGA.GE (>>N THE PROPER-
TIES OF SAID SWIMMING POOL AND THE ,PLEDGE
OF THE NET REVENUES THEREOF; AND PRESCRIB-
ING CERTAIN, COVENANTS AND 'AGREEMENTS IN
CONNECTION WITH THE ISSUANCE OF SAID BONDS.
THE STATE OF TEXAS .~
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COUNTY OF HARRIS ~
The City COlmnission of the City of West University place,
Texas, met in recess session at the City Hall within said city on the
17th day of March, 1948, with the following members present, to-wit:
, '
Ralph B. Lee
C. P. Lanmon
W. A. .Hamlett
L. M.Armer
M. A. Douglass
Whitt Johnson
John D.Kel1ey
Mayor
Commissioner
Commissioner
Commissioner
Commissioner
City Secretary
City Attorney
constituting a quorum, when the fol10wing business was transacted:
Mayor Lee introduced an ordinance which was read in fu11.
Commissioner Lanmon made a motion that it be adopted as read. The motion
was seconded 'QyCommissioner Hamlett and carried by the following vote:
AYES: Mayor Lee, ConnnissionersL~on,aamlett,Armer and TIouglasl$.
NOES: None. The ordinance thus, adopted follows:
"AN ORDINANCE AUTHORIZING THE ISSUANCE OF
$40,000.00 SWIMMING PQOL FIRST MORTUAm:.
REVENUE BONDS; PRESCRIBING THE DETAILS AND
PROVIDING FOR THE PAYMENT AND SECURITY CF
SUCH BaNnS; AUTHORIZING AND PROVIDING FOR
o THE EXECUTION OF A MORTGAGE ON THE PROPER-
TIES OF,SAID SWIMMING POOL AND THE PLEDGE '
OF THE NET, REVENUES THEREOF; AND PResCRIB-
ING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION WITH THE ISSUANCE OF SAID BONDS.
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1JIJHEREAS, at an election held in the City of West University "10,,.,:.
Place, Texas, on the 11th day of May, 1946, a majority of the duly
qualified resident electors of the City of West University Place who
uwned taxable property within said city and who had duly r~ndered the same
for taxation" voting at said election, voted in favor of the issuance of
the swimming pool first mortgage revenue bonds of said city in the principal
amount of $40,000.00; and
WHEREAS, said election was properly called and notice thereof
given as required by law, and the City Commission has heretofore canvassed
the returns thereof and detemined the specific authority of the city to
issue said bonds; aqd
WHEREAS, the resolution calling said election and the notice of
said election provided that said bonds were to be secured by a pledge of the
net revenues from said swimming pool and at the option of the City
Commission, said bonds might be further secured by a mortgage on the pro-
perties of said swimming pool and a pledge of a franchise to operate said
swimming pool for a term of not to exceed twenty (20) years in the event
foreclosure is necessary; and
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VlEEREAS, said swinnning pool first mortgage revenue bonds
authoriz.ed at said election have not heretofore been issued, sold and
delivered, and the City Commission is of the opinion that, it. would be to the
best interests of the city to issue, sell and deliver said bonds at this
time and to secure said issue of bonds by a pledge of the. net revenues of
said swimming pool to be constructed with the proceeds of. the sale of said
bonds and by a mortgage upon the properties of said swimming pool, and a
pledge of a franchise to operate said swimming pool for,a term of not to
exceerl twenty (20) yeaTS in the event foreclosure is necessary; Therefore,
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BE IT ORDAINED BY the City Commission of the City of West
Univ~rsity Place, Texas:
Section 1: That the bonds of the City of West University Place, Texas, be
issued in i:he principal amount ~of $40,000.00, to be knOi"lIl and designated as
"CITY OF WEST UNIVERSITY PLA.CE SWIMMING POOL FIRST MORTGAGE REVENUE BONDS",
for the purpose of building a municipal swimming pool for said city, under .
and by virtus'of the Consti tut10n and laws of the State of Texas, particular-
ly Articles 1111 to 1118, both inclusive, Revised 'Civil Statutes of Texas,
1925, as amended.
Section 2: Said bonds shall be dated March 1, 1948, shall be numbered from
1 to 40, both inclusive, shall be in the denomination of $1,000.00 each,
aggregating $40,000.0.0, and shall become due and payable on the 1st day of
March in each of the years and in the respective amounts show.n in the
fol1owing schedule, to-wit:
BOND NOS. MATURITY AMOUNT
1 ]larch 1, 1951 $1,000.00 0
2 " " 1952 $1,000.00
3 tt " 195] $1,000.00
4 - 5 " " 1954 2,000.00 "
6 - 7 " " 1955 2,000.00
8 - 9 " " 1956 2,000.00
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~ BOND NOS. MA 'f' rffiT'f'V f1l~mlT
10-11 March 1, 1957 $2,000.00
12 - 13 " " 1958 2,000.00
14 - 15 " " 1959 2,000.00
16 - 17 " II 1960 2,000.00
18 - 19 II " 1961 2,000.00
2Q - 22 II II 1962 3,000.00
23 - 25 " II 1963 3,000.00
26 - 28 " II 1964 3,000.00
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29 - 31 It " 1965 3,000.00
32 - 34 II " 1966 3,000.00
35 - 37 II " 1967 3,000.00
38 - 40 II " 1968 3,000.00
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The City of West University Place expre!=lsly reserves the right
to redeem all bonds of this issue then outstanding on March 1, 1963, or on
any interest payment date thereafter, in inverse' rtume:dcal order 'by paying
the principal amount thereof and unpaid accrued interest thereon to the
date fixed for redemption. In the event all or any part of the bqnds then
outstanding shall be called for \redemption before maturity, notice thereof
in writing shall bemailed.proper1ystampedandaddressed.to.1.he City'
National Bank of Houston, Texas, and shall be published one time in a
fipancial journal pubLtshed in the City and state of New York and of
general circulation in the United States of America, and said notice shall
be mailed and published at least thirty (0) days prior to the date fixed
for redemption., When said .bonds, or any part, thereof, have been called for
redemption and due provision has been made to redeem the same as herein
provided, the right of the owners and holders to col1ect interest which
would otherwise accrue after the redemption date, shall be tenninated on the
date fixed for redemption.
Section 1! Said bonds shall bear interest at the rate of four and one-half
percent (4-1/2%) per annum, payable on September 1, 1948 and semi-an..11.ually
thereafter on the 1st day c of March and theIst day of September in each year
until the principal sum is paid. Both pr.incipaland interest on said bonds
shall be payable in lawful money of the United State~ of America/at the
City National Bank'of Houston, Houston" Texas, aI.1d interest falling due on
and prior to maturity shal1 be payable only upon - presentation and surrender
of the interest coupons attached to said bonds as they severallybecome due.
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Section u: That each of said bonds shall be signed by the Mayor and .
countersigned by the CitySecret9-IY and the corporate seal of the city shall
be impressed upon each,of them. The facsimile signatures of the Mayor and
Ci ty Secretary may be lithographed, engraved or printed on the coupons
attached to said bonds and shall have the same effect as if 'said bonds had
been signed by said officers.
Section 5: That the form of said bonds shall be substantially as follows:
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NO.
,$1,000.00
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UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF HA.RRIS
CITY OF WEST UNIVERSITY PLACE
S1NIMMING POOL FIRST MORTGt\GE REVENUE BOND
The City' of West Uni versi ty Place, in the County of HaTli~is; in the
State of Texas, for value received, acknowledges itself indebted to and
promises to p~ to bearer, so1e1y out of the special fund hereinafter
specified, on March 1, 19_, the 'sum of
ONE THOUSAND DOLLARS
($1,000.00), in lawful money of the United States of America, "With
interest thereon:from date at the rate of four 8lld one-half- percent
(4-1/2%), payable September 1, i948 and semi-armually thereafter on
March 1st 8lld September 1st of each year until the principal sum is paid.
Both principal and interest are payable solely out of said special fund at
The City National Bank of Houston" Houston, Texas, and interest falling
due on and prior to maturity is payable only upon presentation and
surrender of the interest coupons hereto attached as they several1y
become due'.
:]
(Bonds maturing after March 1, 1963 sha1.1 contain the
fol10wing additional clause: The City of West University Place expressly
reserves the right to redeem this bond on March 1, 1963, or on any interest
payment date thereafter by paying the principal am~mnt and. unpaid accrued
interest thereon to the date fixed for redemption. In the event this bond
shall be called for redemption before maturity, notice thereof in 'Writing
shall bemai1edproperlystampedandaddressed.to.TheCity National Bank
of Houston, Houston, Texas, and shall be :published one time in' a financial
journal published in the City and State of New York 8lld of general cir-
"culation in the United Stp.:tesof America, and said notice shall be mailed
and published at least thirty days prior to the date fixed for redemption.
When said bond has been called for- redemption and due provision has been
made to redeem the same as herein provided, the right of the owners and
holders to collect interest which would otherwise accrue after the
redemption date, shall be tenninated on the date fixed for redemption.)
This bond is one of a series of forty (40) bonds of like date and
tenor, except as to number, maturity, and right of redemption b,efore
maturity, numbered from 1 to 40, both inclusive, in the denomination of u.
$1,000.00 each, aggregating $40,000.00 and issued for the purPose of .
building a municipal swimming pool for said city, under and in strict
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conformi ty with the Constitution and laws of the State of Texas, particularly
Articles 1111 to 1118, both inclusive, Revised Civil Statutes of Texas, 1925,
as amended, and pursuant to an ordinance duly passed and adopted by the City
Commission of the City of West University Place, Texas, which ordinance is of
record in the minutes of said Commission, and pursuant to a trust indenture
of even date herewith by and between the City of West University Place and
The City National Bank of Houston, Houston, Texas, hereinafter referred to as
"Trustee", an original of which indenture:is hereby made for a description of
the funds charged with and pledged to the payment of the interest on and the
principal of the bonds of said issue, the nature and extent of the mortgage on
the physical properties of the city's municipal swimming pool, and a statement
of the rights, duties and obligations of the city and the Trustee and the
rights of the holders of the bonds, to a11 the provisions of which indenture
the holder hereof by acceptance of this bond assents.
This bond shal1 not be deemed to constitute a dept of the City of
West University Place or a pledge of its faith and credit, but shall be pay-
able as to principal and interest solely from the net revenues derived from
the operation of said swimming pool, including all additions, extensions and
improvements thereto hereafter constructed or acquired, and the holder hereof
shall never have the right to demand payment of this obligation out of any
funds raised or to be raised by taxation. The date of this bond, in conformity
with the above mentioned ordinance, is March 1, 1948. ' ,
Each successive holder of this bond and each successive holder of
each of the coupons hereto attached, is conc1usively presumed to forego and
renounce his equities in favor of subsequent holders for value without nptice,
and to agree thij.t this bond and each of the coupons hereto attached, may be
negotiated by delivery by any person having possession thereof, howsoever
such possession may have been acquired, and that any holder who shall have
taken this bond or any of the coupons from any person for value arid without
notice, thereby has acquired absolute title thereto, free from any defenses
enforceable against any prior holder and free from all equities and claims of
ownership of any such prior holder. The City of West University Place and its
officials and the hereinabove referred to paying agent and trustee shall not
be affected by any notice to the contrary.
It is hereby certified, recited and represented that the series
of bonds of which this bond is a part was authorized at an election held in
the City of West University Place on May 11, 1946, and that all acts, conditions
and things necessary to be done precedent to and in the issuance of these
bonds, in order to make them 1egal, valid and binding special obligations of
said city, have been done, have happened and been performed in regular and
due time, form and manner as required by law; that due provision has been made
for the payment of the principal of, and interest on, this bond and the series
of which it is a part, by irrevocably pledging the net revenues of said muni-
cipal swimming pool and said bonds are further secured by a mortgage on the
physical properties of said swimming pool; and that the issuance of this series
of bonds does not exceed any constitutional or statutory limitation.
This bond', shall not be entitled to any benefit under said trust
indenture or become valid or obligatory for any purpose until it shall have
been authenticated by the execution by the Trustee of the certificate hereon
endorsed. '
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IN WITNESS WHEREOF, the City Commission of the City of West
Uni versi ty Place, Texas, has caused the seal of said city to be affixed
hereto and this bond to be signed by the Mqor and countersigned by the
City Secretary, and the interest coupons hereto attached to be executed
by the facsimile signatures of said Mayor and City Secretary, as of March
1, 1948.
Mayor, City of West University Place,
Texas.
Countersigned:
City Secretary, City of West
University Place, Texas.
Section 6: The form of coupon to be attached to said bonds shall be sub-
stantially as follows:
No.
$22.50
On the 1st day of , 19 , the City of
West University Place, in the County of Harris, in the State of Texas,
promises to p~ to bearer, solely out of the special fund specified in the
bond to which this cOu'pon is attached, at The City National Bank of Houston,
Houston, Texas, the sum of Twenty-two Dollars and Fifty Cents ($22.50) in
lawful money or the United States of America, *said sum being the interest
due that day on the City of West University Place Swimming Pool First
Mortgage Revenue Bonds, dated March 1, .1948. The holder hereof shall never
have the right to demand payment of this obligation out, of any funds raised
or to be raised by taxation. Bond No. .
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Mayor, City of West Uiliversity Place,
Texas
City Secretary, City of West
Uni versi ty Place, Texas.
*(Bonds numbers 26 to 40 shall contain the following clause:
"unless said bond shall have been called for previous redemption as
therein provided and due provision made for the redemption thereof,n).
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Section 7: The form of Trustee's certificate to be printed on the back of
each of said bonds sha11 be substantially as follows:
This bond is one of trebonds described in the .nthin mentioned
trust indenture.
THE CITY NA.TIONA.L BANK OF HOUSTON;'
HOUSTON, TEXAS
,By
Authorized Officer
Section 8: The form of Comptro11er's certificate to be printed on the
back of each of said bonds shall be subs,tantial~ as follows}
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I hereby ce;tify that there is on file and of record in -mY
office a certificate of the Attorney General of the State of Texas to the
effect that this bond has been examined by him as required by law, and
that hefincls that it has been issued in conformity ,,'ii ththe Constitutipn
and laws of the State of Texas, and that it is a valiq. and binding special
obligation of the City of West.University Place, Texas" payabJe from the
revenues pledged to its paYment' by and in the ordinance authorizing same,
and said bond has this day .been registered by me.
WITNESS my hand and seal of office at Austin, Texas, this
day of , , 1948.
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Comptrol1er of Public Accounts of
the State of Texas
Section 9: The term "swimming pool" as used in this ordinance shall
mean and include the entire swimming pool facilities of the City of West
University Place,.' together with any additions and extensions thereto and,
improvements and replacements thereof hereafter constructed or acqu~red.
The term "Trustee" sha11 mean The City National Bank of
Houston, Texas. ~
Houston,
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The term"city" shall mean the City of West University P1ace~
Texas.
The term "indenture" and sometimes the "trust indenture" sbal1
mean the trust indenture hereinafter in this ordinance set out in full and
all the provisions of said trust indenture 'shal1be effective and applicab1e
t~ the aut~ori~ation, issuance and payment of the~onds h~r~in authorized
W:J.. th the same l'orce and effect as though a11 of saJ.d provJ.sJ.ons were
otherwise separately set out in this ordinance.
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Section 10: That while any part of the principal of, and interest on, the
bonds herein authori ed remain outstanding and unpaid, the city covenants
that it wl11 operate"ithe swimming pool and keep the same in good repair
and the net revenues derived from the operation of the swimming pool after
deduction of the reasonable expenses of operation and maint:enance, including
all salaries, labor, materials" interest, repairs and extensions necessary
to render efficient service as provided by Article 1113, R. C. S., 1925, as
amended, are hereby irrevocably pledged to the payment of the principal of,
and interest on, the bonds herein authorized, and the revenues derived
from the operation of said swimming pool shall be used solely for the
purposes and in the manner prescribed in the, trust indenture hereinafter
set out.
Section 11: That for the purpose of securing the payment of the bonds herein
authoriz.ed and for the purpose of providing for and fixing in detail the
rights of the holders of said bonds and the rights" duties and obligations
of the city and of the Trustee, and for the purpose of making effective
the mortgage lien on the pbysical properties of the swimming pool and the
pledge of, and lien on, the net revenues df the sw:i.mming pool to the pay-
ment of the 'principal of said bonds as it matures and the interest thereon
as it accrues, the Mayor and City Secretary are authorized and directed to
execute in behalf of the City of West University Place a trust indenture
in the form and languagg hereinafter set forth, after which said indenture
shall be recorded in' the Deed of Trust Records of Harris County and
authenticated copies shall be filed "Wi. th the Trustee and with the City
Secretary, to-wit:
TRUST INDENTURE
THIS I:NDENTURE', dated the 1st day of March, 1948, by and
between the City of West Uni versi ty Place, Texas, a municipal corporation
duly organi ed and existing under the laws of the State of Texas (Here-
inafter called the "city"), acting by and" through its Mayor, and City
Secretary thereunto duly authorized, First Party, and The City National
Bank of Houston, Houston, Texas, a national banking corporation having its
principal office in the City of Houston, Texas, Second Party, ,
WITNESSETH:
W'BEREAS, the City Corrnnission of the City of West University
Place adopted an ordiance on the day of March, 1948, authorizing the
issuance of the bonds of said city in the total principal amount of
$40,000.00, which bonds are designated as ftCity of West University Place
Swimming Pool First Mortgage Revenue Bonds I! , dated March 1, 1948, in the
denomination of $1,000.00, numbered from 1.. to 40, both inclusive,
aggregating $40,000.00, &'1d bearing interest at the" rate of four and one-
half persent (4-1/2%) per annmn, interest payable September 1, 1948 and
semi-annually thereafter on March 1st and September 1st in each year 1llltil
the principal sum is paid, both principal and interest being payable in
lawful money of the United States of America at The City National Bank of
Houston, Houston, Texas, and mature serially in nmnerical order on March 1st
in each of the years as fol10ws:
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[J BOND NOS. WlATURITY KMOum
1 March 1, 1951 $1,000.00
2 " II 1952 1,000.00
33 It II ,1953 1,000.001
4-5 II II 1954 2,000.00
6-7 II " 01955 2,000.00
8-9 " ,II 1956 2,000.00
10-11 " " 1957 2,000.00
12-13 II II 1958 2,000.00
14-15 II Ii 1959 2,000.00
16-17 It " 1960 2,000.00 '
18-19 II II 196:J. 2,000.00
20-22 " II 1962 3,000.00
23-25 It " 1963 3,000.00
26-28 It " 1964 3,000.00
29~31 II II 1965 3,000.00
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32-34 II II 1966 3,000.00
35-37 " II 1967 3,000.00
38-40 II' " 1968 3,000.00
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and the bonds of said issue "then outstanding are redeemable on March ,1,
1963, or on a~ interest payment date thereafter upon the terms described
in the form of bond hereinafter set forth, and which bonds, together 1"dth
endorsements to appear thereon, are to be in substantially the fol101ung
fom, and executed as therein indicated, to-'Wit:
, (Form of Bond)
NO.
$1,000.00
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY Of HARRIS
CITY OF WEST UNIVERSITY PlACE
SWIMMING POOL FIRST MORTGAGE. REVENUE BOND
The City of West UniversityPlace, in the County of Harris, in the
State of Texas, for value received, acknowledges itself indebted to and
promises to pay to bearer, solelyout of the special fund hereinafterspeci-
fied, on March 1, 19 ----J the sum of
ONE THOUSAND DOLlARS
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($1,000.00), <in lawful money of the United States of America, with interest
thereon from date at too rate of four and one-half percent (4-1/2%), payable
September 1, 1948 and semi-annually thereafter on March 1st and September
1st of each year until the principal sum is paid. Both principal and
interest are payable So1e1y out of said special fund at The City National
Bank of Houston, Houston, Texas, and interest falling due on and prior to
maturity is payable only upon presentation and surrender of the interest
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coupons hereto attached as they severa11y become due.
(Bonds maturing after March 1, 1963 shall contain the following
additional,clmJ,se: The City of West University Place expressly reserves
the right to redeem this bond on March 1, 1963, or on any interest payment
date thereafter by paying the principal amount and unpaid accrued interest
thereon to, the ,date fixed for redemption. In the event this bond shall be
cal1ed for ,redemptiou, before maturity, notice thereof in writing shal1 be
mailed properly stamped and addressed, to The City National Bank of Houston"
Houston, Texas, and shall be published one. time in a financial journal
published in t~e City and State of New York and of general circulation in
the United.Sta~es of America, and said notice shall be mailed andpublished
at least thirty days prior to the date fixed for redemption. 'When said bom
has been called for redemption and due provision has been made to redeem tre
same as herein provided, the right of the Ov'ffiers and holders to collect
int,erest which would otherwise accrue after the redemption date, shall be
terminated ,on the date fixed for redemption.)
'l'hisbond is one of a series of forty (40) bonds of like date and
tenor, except as to number, maturity, and right of redemption before
maturity, numbered from 1 to 40, both inclusive, in the denomination of
$1,000.00 each, aggregating $40,000.00, and is issued for the purpose of
builcli.ng a municipal sw:imming pool for said city, under and in strict ,
conformity with the Constitution and laws of the State of Texas, particularly
Articles 1111 to 1118, both inclusive, Revised Civil Statutes of Texas, 1925~;
as amended, and pursuant toarl ordinance duly passed and adopted by the Cit;t
Commismon of the City of West University Place, Texas, which ordinance is
of record in the minutes of said CommiSSion, and pursuant to a trust indenture
of even date herewith by and between the City of West University Place and
The City Na,tional Bank of Houston, Houston, Texas, hereinafter referred to
as "Trustee", an original of which indenture is on file in the office of
said Trustee in the City of Houston, Texas, reference to which ordinance and
indenture is hereby made for a descrip;tion of the funds charged with and
pledged to the payment of the interest on and the principal of the bonds of
said issue, the nature and extent of the mortgage on the plvsical properties
of the city's municipal swimming pool, and a statement of the rights, duties
and obligations of the city and the Trustee and the rights of the holders of
the bonds,. to all the provisions of which indenture the holder hereof by
acceptance of this bond assents.
This bond shall not be deemed to constitute a debt of the City of
West University Place or a pledge of its .faith and credit, but shall be
payable as to principal and interest solely from the net revenues derived
from the operation of said s'Wimming pool, including all additions, extensions
and improvements thereto hereafter constructed or acquired, and the holder
hereof shall never have the right to demand payment of this obligation out
of any funds raised or to be raised by taxation. The date of this bohd, in
confonnity with the abovementioned ordinance, is March 1, 1948.
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Each successive holder of this bond and each successive holder of
each of the coupons hereto attached, is conclusively presumed to forego and
renounce his equities in favor of subsequent holders for value without
notice, and to ag~.that .this bond and each of the coupons hereto attached"
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may be negotiated by de1iver,r by any person having possession thereof,
howsoever such possession may have been acquired, and that any holder
who shall have taken this bond or any of the coupons from any person for
value and without notice, thereby has acquired absolute title thereto,
free from any defenses enforceable against any prior holder and free from
all equities and claims of ownership of any such prior holder. The City
of West University Place and its officials and' the hereinabove referred to
paying agent and trustee shall not be affected by any notice to ,the
contrary'i
It is hereby certified, recited and represented that the series of
bonds of which this bond is a part was authorized at an election held in
the City of West University Place on May 11, 1946, and that all acts,
conditions and things necessary to be done precedent to and in the issuance
of these bonds, in order to make them legal" valid and binding special
obligations of said city, have been done, have happened and been perfonned
in regular and due time, form and manner as ,required by law; that due
provision has been made for the payment of the principal of ,and interest
on, this bond and the series of which it is a part, by irrevocably pledging
the net revenues of said municipal swimming pool and said bonds are further
secured by a mortgage on the physical properties of said swimming pool;
and that the issuance of this series of bonds does not exceed any consti-
tutional or statutory limitation.
This bond shall not be entitled to any benefit under' said trust
indenture or become valid or obligatory for any purpose until it shall have
been authenticated by the execution by the Trustee of the certificate
hereon endo rsed.
IN WITNESS WHEREOF, the City Connnission of the City of West
Universi ty Place, Texas, has caused tlE seill of said city to be affixed
hereto and this bond to be signed by the Mayor and countersigned by the
City Secretary, and the interest coupons hereto attached to be executed
by the facsimile signatures of said Mayor and City Secretary, as of
March 1, 1948.
Mayor, City of West University Place,
Texas.
Countersigned:
City Secretary, City of West
University piace, Texas.
(Form of 'Coupon)
No.
$22.50
Oln t.he 1st day of ' , 19_, the City of West
University Place, in the County of Harris, in the State of Texas,promises
to pay. to bearer, solely out of the special fund specified in the bond to
which this coupon is attached, at The City National Bank of Houston,
Houston, Texas, the sum of Twenty-two Dollars and 'Fifty Cents ($22.50) in
lawful moneJr of theoUnited States of America, * said sum being the interest
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due that day on the City of West University Place Swimming Pool First
Mortgage Revenue Bonds, dated March 1, 1948. The holder hereof shall
never have the right to demand payment of this, obligation out of any
funds raised or to be raised by taxation. Bond No! .
Mayor, City of West University,P1ace,
Texas.
City Secretary, City of \~fest
University Place, Texas.
*(Bonds numbers 26 to 40 shall contain the following clause: '
"unless said bond shall have been called for previous redemption
as therein provided and due provision made for the redemption
thereof,").
(Form ,of Trustee' ~ Certificate)
This bond is one of the bonds described in the within mentioned
trust indenture.
THE CITY NA.TIONAL BANK OF, HQUSTON,
HOUSTON, TEXAS.
By
Authorized Officer
(Form of State Comptroller' s Certificate)
OFFICE OF CQMPl'RDLLER
REGISTER NOl.
STATE OF TEXAS
I hereby certify that there is on file and of record in my office
a certificate of the Attorney General of the State of Texas to the effect
that this bond has been examined by him as required by law, and that he
finds that, it has been issued in conformity wi. th th~ Constitution and laws
of the State of Tems, and that it is a valid and binding special obligation
of the City of West University Place, Texas, payable from the, revenues
pledged to its payment by and in the ordinance authorizing same, and said
bond has ~his day been registered by me.
WITNESS my hand, and seal of office at Austin, Texas, this
day of ,19M3.
Comptro11er of Public Accounts of
the State of Texas.
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1jllHEREAS, the execution and deli very of this indenture have been duly
authorized by the City Colmnission of the City of West University Place and
all acts and things required to be done precedent to and in the execution
of this indenture and precedent to and in the execution of said bonds,
have been done and perfonned, in regular and due time, form and manner as
required by the Constitution and laws of the State of Texas, and the
ordinance hereinbefore mentioned;
NOW, THEREFORE, in order to secure the prompt payment of the principal
of, and interest on, the bonds issued under this indenture according to their
tenor and effect and the terms of this'indenture, and to secure the perfor-
mance of the covenants and obligations herein contained, and inconsidera-
tionof the accep~ance by the ' Trustee of the trust hereby created, of the
purchase and acceptance of the said bonds by the holders the reof, and of
One Dollar ($1.00) in hand paid by the Trustee upon the execution and
delivery of this indenture, the receipt whereof is hereby acknowledged,
the city, has executed and delivered this indenture and has gr~ed,
c bargained, sold, conveyed, mortgaged, pledged and set over, and by these
presents does grant, bargain, sel1, convey, mortgage, pledge and set over
unto the Trustee and its successors in said trust forever, subject to the
terms of this indenture, the following property situated in Harris County,
Texas, all and singular (which property is sometimes referred to herein as
the "trust estapetl ); to-wit:
Swimming Pool Properties
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A11 lands, buildings, bath houses, water mains, meters, meter
boxes, tools, fixtures, apparatus and equipment, and all other property,
both real, personal and mixed, attached to, connected with and constituting
the municipal swimming pool of the City of West University Place, Texas,
situated in the City of WestUniveTsi'ty Place in Harris County, Texas.
The real property upon which said swimming pool is 10cated, all of which
real property is a part of the swimming"poo1 properties mortgaged under the
terms of this trust indenture is more particularly described as fo110ws;" to-
wit:
Lots'l to 6, inclusive, and Lots 21 to 26, inc1usive~ all in
,Block 27 of Colonial Terrace, an addition to the City of Houston,
Harris County, Texas as shown on that certain plat of said Addi-
tion recorded in Vol. , , page " of the Map Records of
Harris County, Texas, all of said property now being located
within the corporate limits of the City of West University
Place, Texas;
together with all and singular the tenements, hereditaments and appurtenances
belonging or in anywise appertaining to the aforesaid properties orarry part
thereof.
TO HAVE AND TO. HOLD all and singular the said premises and pro-
perty, real, personal and mixed, with all and singular their revenues,
pents, issues, profits, privileges and appurtenances and all the estate,
right, title and interest of the city there'in and thereto, unto the
Trustee and its successors in trust forever;
IN TRUST NEVERTHELESS, subject to the provisions of this indenture
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for the equal and proportionate benefit, security and protection of all
holders of the bonds and interest coupons issued under and secured by
this indenture, without preference, priority or distinction as to lien
or otherwise of any bond or coupon over aIV other bond or coupon of the
series by reason of the date or dates or maturity thereof, or for any
other reason whatsoever so that each and 811 of said bonds shall have the
rights, lien and privileges under this indenture}
PROVIDED, HOWEVER, and these presents are upon the express
condition, that if the city, its successors and assigns, shall well and
truly payor cause to be paid unto the holders of said bonds the principal
and interest due thereon at the times and in the manner stipulated therein
and shall well and truly keep, perform and observe all the covenants and
conditions in said bonds and in this indenture expressed to be kept,
perf9rmed and observed by the city and shall pay to the Trustee all sums of
money due or to become du~ to it in accordance with the terms and provisions
thereof, then this indenture and the rights and estate hereby granted shall
cease, determine and be void, and the Trustee in such, case on demand of the
city, upon payment by the city to the Trustee of its reasonable fees, costs
and expenses, shal1 execute and deliver to the city such deeds and releases
as shall be requisite to discharge the lien hereof and to reconvey or
revest in the city the properties hereby conveyed or intended to be conveyed;
OTHERWISE, this indenture is to be and shall remain in full force and effect.
THIS INDENTURE FURTHER WITNESSETH that the city has agreed and
co~enanted and does hereby agree and covenant with the Trustee and the
respective ho1de~s from time to time of such bonds 'and coupons as follows,
to-wit:
ARTICLE I
Form, Authentication, Registration and Issuance of
Bonds
Section 1: The bonds and coupons attached thereto sha11 be in
substantially the forms, hereinbefore recited and shall be limited to the
aggregate principal amount of $40,000.00. AIl bonds to be secured hereby
shalJ:be signed by the Mayor of the city, shall be attested by the City
Secretary, shall have the corporate^ seal of the city impressed thereon, and
when so signed and sealed, the bonds shall be submitted to the Attorney
Gener~ of the State of Texas for approval and to the State Comptroller for
registration. After the said bonds have been approved by the Attorney General
and registered ~J the State Comptroller, they shall be delivered to the
Trustee for signature and authentication as herein provided.
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In case any officer or officers who shall have signed aIV of the
bonds shall cease to be such officer or officers of the city after delivery
of such bonds to the Trustee, but before the bonds so signed sha11 have been
actually authenticated and delivered to the purchasers thereof, such bonds
may nevertheless be authentica.ted and delivered as though the person or
persons who signed and sealed such bonds had not ceased to be such -officer
or officers of the city. ' '
The coupons to be attached,to the bonds shall be signed by the
facsimile signatures of the Mayor and City Secretary: in office ,at the time
of the preparation of the bonds, and delivery of such bonds thereafter shall
be valid for all purposes even though one or both of said officials shall
have ceased to hold office 8,t the time of deli very ~
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Section 2: Only such of the bonds as shall have endorsed thereon
the duly executed cerlificate of the Trustee sub~tantially i~ the form
hereinabove set forth shall be entitled to any l~en or benef~t her~under,
but such certificate of the Trustee upon any bond shall be conclus~ve
evidence that, such bond has been duly authenticated and delivered here-
under and.that the holder is entitled to the benefit of the trust hereby
cr~ated. Said bonds and interest coupons shall be transferrable by
deliveIY.
Section 3: In case any bond issued hereunder "Ii. th the coupons
appertaining shall become mutilated or be lost, stolen or destroyed prior
to the payinent thereof, a new bond, including coupons, of like tenor and
date and bearing the same number may at the discretion of the city and the
Trustee be executed, certified and delivered either in exchange for and
upon cancellation of the mutilated bond and its coupons, or in substitution
for the bond or coupons lost, stolen or destroyed, but such exchange or
substitution shall be made only upon receipt of satisfactory evidence of
the loss" theft, or destruction of such'bond and its coupons, proof of ,
OImership thereof, satisfactory indemnity to the Trustee and the city, and
payment of the cost of preparing such bond and coupons.
ARTICLE rr~
Special Covenants
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The city hereby covenants as follows:
Section 1: The city 1,s duly authorized under the laws of the State
of Texas to create and issue the bonds and to execute and. deliver this
indenture and to mortgage and pledge the property conveyed and mortgaged
hereunder and to pledge the revenues pledged hereunder, and all necessary
action on the part of the city and itsCommiss~ioners for the creation and
issue of the bonds and the execution and delivery of this indenture has been
duly and effectively taken, and the bonds in the hands' of the: holders thereof
are and will be valid and enforceable obligations of the city in accordance
with their' terms.
Section 2: The city is lawfully seized and possessed of the trust
estate, free and clear of all liens or encumbrances; it has a good right and
lawful aut ho ri ty to mortgage and pledge the, trust estate as provided in this
indenture; and it w.i..ll warrant and defend unto the Trustee, its respective
successors and assigns, for the benefit of the holders for the time being of
the bonds, the trust estate and the lien and interest of the Trustee thereon
and therein under'this indenture, against all claims and demands of any
persons whomsoever.
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Reference is here made for all' purposes to the prov~s~ons of that
certain deed executed by E. C. Fantham et a1 on December, 28, 1932 and
recorded in Vol. 916, page 350 of the Deed Records of Harris County, Texas,
which instrument conveyed to the City of 'West Un?-versity Place, upon certain
terms and conditions, the real property described above. The city represents,
covenants and agrees that it will comply with all of the terms and provisions
set out in said Deed and will not 'suffer default to be made in any of said
terms and conditions so long as same are applicable to said real property
above described.
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Section 3: The city will not avail itself of the provisions of the
Federal Bankruptcy Act or avail i tl;lelf of the provisions of arr;r similar
federal or state bankruptcy or debt readjustment act, now or hereafter
existing, in such manner that the liability of the city to pay the bonds
secured hereby in accordance with their tenns and in accordance with the
terms of. this indenture will be in an;ywi.se affected or impaired.
Section 4: The city will not create or voluntarily permit to be
created ny debt, lien or charge which would be on a parity with or prior to
the lien of this indenture on the trust estate or any part thereof or on
the income to be derived f~om the trust estate and from the operation of the
city's municipal S~'1.g pool or any part thereof; and -will not do or omit to
suffer to be done or omitted to be done any matter' or thing whatsoever whereby
the lien of this indenture' or the priority of such lien or the bonds hereby
secuJ;'ed might or could be lost or impaired; and that it will payor cause to
be paid or will make adeqUate provision for the satisfaction and discharge of
all lawful claims and demands for labor, materials, supplies or' other objects
which if unpaid might by law. be given precedence to or an equality with this
, indenture as 'a lien or charge upon the trust estate or any part thereof of
the 'income and profits thereof; provided that nothing in this section shall
require the city to pay, discharge or make provision for any such lien,
charge, claim or demand so long 0 as tb3 validity thereof shall be by it in
good faith contested, unless thereby, in the opinion of the Trustee, the
trust estate or some material part thereof 'Will be lost, forfeited or
materially endangered.
The provisions of this section are subject to the exception that
if, prior to the payment of all of the bonds, it shall be found desirable
to refund. part of said bonds under the' provisions of any law then available,
said bonds may be refunded (with the consent of the holders thereof, unless
the bonds so refunc;ed are then oppional for redemption and provision for the
call and redemption thereof is duly made) and the refunding bonds so issued
shall enjoy complete equality of lien with the portion of the bonds which is
not refunded, and the refunding bonds in like principal amount shall continue
to enjoy in all, respects the lien and right to security under this indenture
enjoyed by the bonds refunded thereby, including the priorities enjoyed by
such refunded bonds; provided, however, that if such bonds are refunded in
such manner that the interest rate of the bonds is increased or the refunding
bonds mature at a date earlier than the maturity date of any of the- bonds not
refunded, then such bonds may not be ;refunded without the consent of the
holders of the unrefunded portion of the bonds, to be evidenced as provided
in Section 1 of Article X hereof. The Trustee shall, subject to the pro-
visions of this section, authenticate and deliver any refunding l:;>onds so
authorized, upon the written order of the.Mayor of the city and upon receipt
by the Trustee of: '.
(a) A certified copy of the ordinance of the
City Commission of the City of Weet University Place
autliorizing the issuance of such refunding ,bonds;
(b) A copy of an opinion of . the Attorney General of
..the State of Texas approving the validity of stich
refunding bonds, if such opinion shall then be
r~quired by the laws of Texas;
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(c) A Certificate by the State Comptroller evidencing registration
of such refunding bonds in his office, if such registration shall then
be required by the laws of Texas;
(d) The outstanding bonds authorl. ed to be refunded thereby, in
principal amount equal to that of the boiids to be authenticated, which
outstanding bonds shall be presented to the Trustee to be delivered,
either by the Trustee or through the State Comptroller, in exchange for
the refunding bonds and simultaneous cancellation and retirement,
provided however, that in lieu of, outstanding bonds properly cal1Led for
redemption or then matured it shall be sufficient if the proceeds of the
sale of the refunding bonds, together with other funds available for
such purpose, in an amount sufficient to redeem or pay a like principal
amount of such outstanding bonds so called for redemption or matured:,
including all accrued interest and redemption premiums, shall have been
deposited with the Trustee, or deposited to the Trusteets satisfaction
wi.th the paying agent for such outstanding bonds, to be ,held solely for
the' payment of such bonds, accrued interest and redemption premiums;
(e) If required by the Trustee, and opinion by counsel acceptable
to the Trustee that such refunding bonds have been legally authorized and,
upon delivery thereof pursuant to t he terms of this section, will have
become effectively subrogated to the rights of the bonds' refunded thereby
and entitled to be secured by the lien of this indenture.
All bonds received by the Trustee in exchange for refunding bonds and all
bonds redeemed and paid upder the provisions of this section shall be by
the Trustee cancelled and delivered to the City Treasurer of said city.
s.~~~'R.:imL.5_; The city will cause this indenture and any and all
supplemental indentures and instruments of further assurance at all times
to be recorded and filed in sllch manner and in such places as may in the
opinion of counsel for the Trustee be required by law: in order fully to
preserve and protect the righ,!:-s of the bondholders and,the Trustee here-
under, and upon the request of the Trustee it will furnish to the Trustee
promptly after the execution and deliveIY of this indenture an opinion, of
cOilllsel satisfactory to the Trustee stating that in the opinion of such
counsel this indenture has been properly recorded and filed so as, to make
effective the lien intended to be created thereby, and reciting the details
of such action, or stating that in the opinion of such counsel no such
action is necessary to make such lien effective.
Q.~-'~LtJ~Qn....Q..1 The city will, from the date its swimming pool is placed
in operation to March 1, 1965, deliver water to the swimming pool at a price
not to eexceed fifteen cents (lS~) perthousand gallons regardless of whether
said swimming pool, during said period, is owned and operated by the city or
whether said swimming pool is being operated by the Trustee in accordance
with the provisions of this indenture, or by a purchaserof said facilities
pursuant to foreclosure proceedings who may be operating said swimmiI).g pool
properties under the franchise herein provided for.
S~ctiol').__l.t The City w.i..ll from time to time promptly pay and discharge
, all taxes., assessments and other goverrnnental charges, the lien whereof would
be prior to the, lien hereof, lawfully imposed upon the trust estate o'r any
part thereof or upon the income and proceeds thereof, so that the lien of
this indenture and the priority of such lien shall at "all time be wholly
preserved at the cost of the city and without expense to the Trustee or the
holders of the bonds', provided," however, that nothing in this section con-
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tained shall require the city to payor discharge any' such tax, assessment
or governmental charge so long as the validity thereof be by it in good
faith contested, unless thereby in the opinion of the Trustee or its
counsel the trust estate or some material part thereof will be lost,
forfeited or materially endangered.
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^ Section 8: The city will maintain, preserve and keep the
trust' estate in a ,state of good repair, working order and condition and
will not, dispose of the trust estate in whole or in part except in the
manner and upon the terms provided in Article VII hereof.
pection 9: The City will duly and. punctually keep, observe ,
and perform each and every term, covenant, and. corulition on iys part to be
kept, observed and performed, contained in this indenture, aild will
punctually perform all duties with reference to the trust estate required
by the Constitution and laws of the State of Texas, including particularly
the making and collecting of such reasonable ahd sufficient rates and
charges from all customeh3 for the use of said sw:i.mm:ing pool facilities"
as will be fully sUfficient to meet all the reqhirements of this indenture,
and including the proper segregatio~ and application of the revenues of
said swimming pool, it being expressly hereby covenanted and ggreed that
such rates and c'harges will be so fixed that the revenues derived therefrom
will be sufficient at all times to pay for all operating, maintenance,
depreciati.on, replacement, betterment, and interest charges and to provide
an interest and sinking fund sufficient to pay all indebtedness outstanding
against the trust estate and fully to carry out all of the agreements
contained in this indenture.
ARTICLE III.
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Accounts and llecords.
Section I: The city shall keep full and proper books of
record and account, in which full, true and proper entries will be made of
all dealings, business and affairs ,of the city which in any way affect or
pertain to the operation of the trust estate and the city's mUnicipal
swimming pool and will furnish to the Trustee and to such bondholders as
may request such statement, at least once eveIY six mont~ and at such
other times as the Trustee my reasonably request, statements 'in reasonable
detail showing the earnings ahd expenditures of the city's . municipal
s"Wi.:mming pool, including the trust estate, and the application of funds in
the Revenue Fund hereinafter established, for the preceding six months
period. Said city will also furnish to the Trustee from time to time such
other data a,s to the properties and equiprlleJ).t comprising a part of the
trust estate, as the Trustee shall reasonably request.
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As soon after the close of each operatirgyear as lIJi3.Y reasonably
be done, said city 1'Vi.11 fUrnish to the Trustee and to all 'bondholders who
may so request full audits and rt?Ports covering the- operations of. the
city's municipal swimming pool, including the 'trust estate, for the
preceding operating year, and showing the earnings' and expenses of the
properties and the disposition made of all revenues for said operating
year, the amounts available for the purposes set forth in Article V hereof,
and, in such detail as the Trustee may request, the assets, liabilities and
financial condition of the city's municipal swimming pool at the close of
such operating year.
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Insurance.
Section 1: The city covenants and agrees thaj:, at all times it will
insure and keep insured all properties subject to ,the lien hereof which are
. of a character usually insured by companies operating like properties, in
good andmesponsible insurance companies, against risks customarily insured
against by companies engaged in a similar business, and in the same manner
and to the same extent, all loss tnerefrom (except any single loss which
does not exceed $2,500) being payable to the Trustee as its interests shall
appear, by the customaIY mortgage or trustee clauses to be attached to or
inserted in the policies. The city shall furnish to the Trustee a list of
such policies, showing the character of the insurance, the property and risk
covered, the name of the insurance company, and other pertinent details, and
shall keep the ~rustee fully informed of any change in or addition to such
list. Upon the written request of the Trustee such policies will be
deposited with it. The Trustee, subject to the provisions of Article VIII
hereof, shall be under no obligation or duty to obtain any such schedule and
shall have "not duty or responsibility with respect to the sufficiency or
effec~ of any of such policies of insurance, the renewal thereof" or the
responsibility of the insurers, or with respect to any such schedule or the
matters sho'V'ffi therein, except to display any such schedule to any holder of
bonds desiring to inspect the same.
In case of loss or damage to any of the insured property, the pro-
ceeds of any such insurance on any one loss amounting to not more than
$2,500 shall either be promptly applied by the city to the repair or
replacement of the property destroyed or damaged, or otherwise to the
improvement of the mortgaged property, or if not so applied within one
year of the pate of receipt thereof by the , ci ty, such proceeds shall be
deposited in the Reserve Account created by Article V hereof. In any case
where the proceeds of any such insurance. shall amount to a sum in excess
of $2,500 on ac,count of any one loss, all such moneys shall be promptly
deposited with the Trustee and shall be paid out from time to time to the
city upon written request of the Mayor and accompanied by a certified copy
of the resolution of the City Commission directing such request, and .
specifying that certain expenditures have been made or incurred in repaitfu~
or replacing the property so impaired or <destroyed, and the amount thereof,
and requesting the payment by the Trustee to the city of an amount not in
excess of the amount of such expenditures. If in the judgment of the City
Commission and of a recognized public utility engineer selected by the city'
and approved by the Trustee, the interests of the city and the bondholders
willi be best served through the application of all or part of such insurance
proceeds to improvements to the mortgaged. property which, do not constitute
the repair or replacement of the property for the destruction orimpa:trment
of which the insurance proceeds are so paid, the amount of such proceeds may
be' applied by the city to the making of such improvements, and payment
thereof shall be made to the city by the Trustee as expended in the manner
provided in the last preceding sentence hereof. The Trustee m..ay in its
discretion require such additional proof of the matteil'!S certified in such
resolution as it may consider necessary or desirable. Any insurance pro-
ceeds not so paid out by the Trustee 1,nthin a period of two years from the
date of the receipt thereof shall be used for the redemption of as, many bonds
as may be redeemed wi th the amount available and the city agrees that it will
take such steps as may be necessary to call such bonds for redemption pursuant
to the procedure therefor herein established. If no bonds are then redeemable,
such proceeds shall be deposited in the Bond Reserve Account hereinafter
established. '
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Any adjustment of any loss under any policy of insurance mcQe by the city
may be consented to by the Trustee without investigation as to the fairness
thereof. ,The paomnents of premiums for all insurance policies required under ~
the provisions ~f'~this section shall be, considered to be a maintenance and ',I I
ope~ation expense within the provisions of Article V hereof. ~
ARTICLE V.
Application of Revenues.
Section 1: From a.m after the issuance of any of the bonds all of
the city's municipal swimming pool, including the trust estate and. including
all additions and extensions to such properties which may be made while any
of the bonds remain outstanding (all of 'Which properties and facilities are in
this and the following sections of, this indenture sometimes referred "to as
"the swimming pool") shall be operated on' the basis of a.n operating year
commencing on January 1 and ending on December 31 of each year.
Section 2: All revenues of every nature received through the operation
of the swimming pool shall be deposited as ~received in a special fund or
account to be known as "City of ;West University Place Swimming Pool Revenue
Fund" and which is hereinafter in thisOindenture referred to as the
"Revenue Fundtt. The revenue Fund shall be deposited from t:iJne to time in
such bank or banks as may be selected for such purpose by the City cOrmnission,
and such bank or banks are hereinafter collectively referred to as the
"depositary". The bank or banks in which the Revenue Fund is kept on
deposit shall always be a bank or banks located in the City of Houston ";']
unless there is no bank in the City ~f Houston qualified and Vli.lling to
serve as de.positary, in which case the depositary may be any bank or banks,
in the State 'of Texas. The city shall advise the Trustee of the names of
the bank or banks initially selected as depositary and shall thereafter
promptly advise the Trustee of all changes which are made in the depositary
banks. If for any reason, in its sole discretion, the'Trustee shall
disapprove the appointment of any banj( for such purpose and shall so advise
the city, "the city shall promptly appibint some other bank or banks which meet
with the approval of the Trustee.
Section 3: , The money in the Revenue Fund shall be used first from
day to day and month to month to' pay the current expenses of operating,
maintaining and repairing the swimming pool, including the cost of insurance,
the purchase of supplies, the payment of salaries and the payment of all
other expenses properly incurred in operating and maintaining the sw.imming
pool and keeping it in good repair and operating condition. In the event
that at any t:iJne hereafter taxes of any nature shall be lawfully imposed on
the swimining pool or any part thereof or any income or revenues thereof by' the'
United States of: America or any governmental body or taxing subdivision other
than the City of West University Place, and such taxes are paid under the
provisions of, Section 6, Article II hereof, all such payments shall be made.
from the Revenue Fund as an expense of maintenance and operation under the
provisions of ,this section.
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Se.Q...tiQnJ.L,Lo After the costs of maintenance and operation have been
paid from the' Revenue Fund as provided in the last preceding section of this
article, the next available money therein shall be used for, and are hereby
pledged to the payment of principal of and interest on the bonds and the
accumulation of a reserve fund for such purpose, and the oi ty shall cause
to be Paid to the Trustee in due season in each year such amo~ts as will be
fully sufficient promptly to pay all principal or and tnterest on the bonds,
which will bee orne due during such year.
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The payments which are made to the Trustee for current
principal and interest shall be increased in each year by an amount
equivalent to 20% of the total payments so otherwise to be made to the
Trustee in such year. Such additional payments shall be held by the
Trustee in an account to be known as the "West University Place
Municipal Swimming Pool First Mortgage Revenue Bond Reserve Account"
(hereinafter referred to as the "Reserve Account") and shall be used by~
the Trustee solely for the payment of principal of and interest on the
bonds falling due at any time as to which there would be a default if money
in the Reserve Account were not used for such purpose. The additional
payments shall continue to be made into the Reserve Account until such
time as there sha!l be in that account (as distinguished from the fund
held by the-Trustee for the payment of'principal and interest falling
due during the current year) money fully sufficie~t to pay all principal
of and interest on the bonds which,wi.ll become due during the twenty-
,four (24) months immediately succeeding the close of the current oper-
ating year, and shall be thereafter made into the Reserve Account at
all time when it "shall be necessary in order to keep the money in the
Reserve Account up to such minimum.
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The payments required to be made to the Trustee in this
section shall be made as nearly as possible in equal monthly installments
in each year ,and shall be made on the twentieth day of each month, except
that when the twentieth day of any month shall be a Sunday or a holiday
the payment shall be made on the next preceding secular day.
The first operating year shall consist of the period
elapsing between the date of the delivery of the first of the bonds
delivered hereunder and December 31 next sudceeding, and the payments
herein required to be made to the various funds during such operating
year shall be made proportionately in such manner 'as to place therein
the full amounts required for such year. All money receivedoby the city
as accrued interest on the bonds at the date of delivery shall be paid
to the Trustee under the provisions of this' paragraph, to be used for
the payment of interest first falling due on the bonds.
Section 5: All money held in the Revenue Fund and the
Reserve Account shall be held as trust accounts for the benefit of the
holders of the bonds and shall at all times be adequately secured by or,
as to money in the Reserve Account, invested in, United States Government
bonds or other marketable securities eligible as security for the deposit
of trust funds under regulations of the Board of Governors of the Federal
Reserve System, or by indemnity bonds of surety, companies qualified as
surety for Un:!.ted States Government deposits. All securities and indem-
nity bonds so standing as security for the money in such funds, shall be
approved by the city. The city shall make a monthly report to the Trustee
specifyiQg the amounts held in each of the two funds on deposit in the
depositary and listing the securities and indemnity bonds standing as
security for such deposits and the Trustee may, but need not, require such
additions and substitutions to be made in such securities and indemnity
bonds as in its opinion is necessary to protect the interests of the
holders of the bonds.
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ARTICLE,VI,
Possession of Mortgaged Property.
Section 1: While not in default in the payment ,of principal of and
interest on any of the bonds secured hereb,y, or in respect of any of the
covenants, agreements -or conditions in this indenture contained, the ci:ty
shall be permitted and suffered to possess, use and enjoy the trust estate
and all property and appurtenances, franchises and rights conveyed by this
indenture (except money or property, if any, expressly required to be
deposited with the Trustee) and to receive and use the revenues, rents, issues,
income, produce and profits thereof with power in"the ordinary course of
business freely and without. let. or hindrance on the part of the Trustee or of
the holders of the bonds, to use and consume supplies; to alter, repair,
dismantle and change the position of any of its buildings and structures, or
other property whatsoever (provided that no such, 'change shall impair t.he lein
of this i.lidenture upon any such building, structures, or other property);
to replace and renew any of its equipment, machinery or other property; and to
acquire any and all rights under choses in action and contracts.
Section' 2 : The ci ty from time to time while in possession of the
trust estate 'shall be suffered and permitted without any release from or
action by the Trustee to sell, exchange or otherwise dispose of, free from
the lien of this indenture, (1) any: of' its equipment, machinery,' fixtures,
apparatus, appliances, tools',implement'S:,' orother"chattels:at'any: time sub-~
to the lien hereof which may have become worn out or unserviceable, disused,
undesirable or unnecessary for use in the conduct of its ,business, replacing
the same by, or substituting for the same, other property of equal va;Lue to
the city, which shall forthwith become, without further action, subject to
the lien of this indenture, and (2) any materials, merchandise, equipment
and supplies in the ordi.liary cours and conduct of its business;, provided,
however, that upon the sale or other disposition of such property to the
value of $1,000.00 or more in anyone calendar month, the city shall cause
to be filed with the Trustee a certificate describing such property, stating
that such property has bee.ome worn out, unserviceable, undesirable or
unnecessary for use in the conduct of its properties and that such disposition
thereof will -not inipair the operating integrity of the properties, and stating
also the consideration received from such sale or other disposition thereof
and the use made of such consideration.
ARTICLE VII
Defaults and Remedies.
Section I: For the purpose of this indenture the following events
are hereby defined as and are declared to.be "events of defaultn:
(a) Default in the due and punctual payment of any interest on
any of the bonds and the continuance thereof for a period o/ninety
(90) days after written notice thereof by the Trustee to each member
of the ci.::ty GGmmission of the City of West University Place, stating
tha t payment has been demanded and default made.
, (b) Default in the due and punctual payment of the principal
of any of the bonds at maturity thereof and the continuance thereof for a
period of ninety (90) days after written notice thereof by the Trustee to
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each member of the City Commission of 'the City of West University Place,
stating that payment has been demanded and default made. '
(c) Default in the performance or observance of any other of the
covenants, agreements orcohditions ontbe p~rt of the city to be kept,
observed and performed contained in this inden~ure' or irt the ,bonds,_ and
continuation of ,such default for a period of ninety '(90) days af'terwritten
notice' thereof by the, Trustee to each member of theCityCommissiQnof the
City of West University Place.
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(d) The institution of bankruptcy proceeqings, either voluntary
or involuntary, under any: state or federal statut~, whereby the city's duty
to carry out all 'of the covenants and agreements in this indenture contained
might be in aqywise affected.
, Any notice herein provided ~o be given to a member of the City
comrnisEiion and,the City Secretary, shall be. deemed sufficiently given if sent
by registered mail wi. th postage prepaid to ~he persQnto be. notified, ,
addressed to him at the City Hall in the City of West University Place.
The Trustee may give any such notice in its discretion and shall give such
notice if requested so to do by the holders of not'less tl~an 20% in princi-
p~ amount of ,the ,bonds at the time outst~dirig.
;.
'Wherever "bondsH are referred to in this article the term shall be
understood to mean not only all outstanding bonds of the issue of $40,000.00
originally secured hereby, but also all outstanding refunding bonds, which
maybe' issued under the provisions of this inderiture in such manner as to be
entitled to the security of this indentur~ on an equality ,with the bonds of
said Original issue.
Section 2: Upon the happening of any event of defaUlt as defined
in Section 1 of this article, the Trustee shall, but only upon the written
reqllestof the, holders of , not less than 60% in principal amount of the bonds
then outstanding l;1ereunder, and upon being~ndemnified' to its satisfaction,
by notice in Vfriting to the Mayor and to the City Secretary to be se.nt as
pro.vided in Sect:i,onl hereof, declare the principal of all bonds then out-
standj,ng hereunder to be due and payable inimediately, and upon any such
dec:J..arationthe f!aid principal shllllbecome' and be due, and payable innnediately,
anything in this 'indenture or in the s'aid bOhds to the contrary notwithstanding.
This provision, however, is subject to the condition that if any time after the
principal of said bonds, shall have been declare"d due and payable and before
any sale of the trust estate shall have' been made, all arrears of interest
upon all such bonds, wi. th ,interest upon all past due installments of interest
at the rate borne by the bOIlds, and all past due principal of the bonds, ,
together with the reasonable charges and expenses of the 'l'rUstee, its agents,
attorneys and counsel, shall be paid by the city and after all other defaults
which may have occurred'shall have ,been reinediedorcured to the satisfa.ction
of the Trustee, then and. in every such case, the holders of 66% in principal
~out.ltof the bonds then outstanding may , by notice in writing' given ,to the
Trustee, and to the Mayor and City Secretary in the manner provided in
Section I of ,this article, waive such default and its cOn.seql1~i].G~l;l, and
..rescind suchdecl~ration, but no such waiver or, rescission shall extend to or
affect any subsequent default or impair or exhaust any right or power
consequent, thereon.
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Section 3: Upon the happening of 'any event of default as ~efined
in Section 1 of this article, the Trustee personally or by its attorney or
agent, may to the extent permitted by law enter into and upon and take
possession of all the trust estate and each and every part thereof and
exclude the city or its agents, servants and employees wholly therefrom,
and have,. hold, use, operate, manage and control the same end each and
eveIjT part fuereof, and in the name of the city or otherwise, as it shall
deem best, conduct the business thereof and exercise ,the franchises per-
taining thereto and all the rights and powers ,of the city and use all of
the then existing property, materials, current supplies, stores, and other
assets for that purpose, and at the expense of the trust estate from time
to time maintain, restore, insure, and keep insured, the properties, equip-
ment and apparatus provided or required for use in connection with such
business, and likewise from time to time, at th.e expense of the trust,
estate, make all such necessary or proper repairs, renewals and replace-
mentsand all such useful alterations, additions, betterments and improve-
ments as to it may seem judicious, and collect and receive all tolls,
earnings" income, rents, issues, profits and revenues of the same and of
ever.1 part thereof, and after deducting therefrom the expenses of opera-:-
tion and all expenses incurred hereunder and all other proper outlays
herein authorized, and all payments which may be made as just and reasonable
compensation for its own seJ:.'Vices, and for the services of its attorneys,
agents and assistants, the Trustee shall apply the rest and residue of the
moneys received by the Trustee as follovvs:
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(a) In case the principal of none of th~ bonds shall have become
due, to the payment of the interest in default, in order of the maturity of
the installments of such interest, with interest on the overdue installments
thereof at the same rates, respectively, as were borne by the bonds on which
such interest shall be in default, such payments to be made ratably to the
parties entitled thereto without discrimination or preference.
(b) In case the principal of any of the bonds shall have become
due by declaration or otherwise, first to the payment of the interest in
default, in order of the maturity of the installments thereof, with
interest on overdue installlments thereof at the, same rates, respectively,
as were borne by the bonds on which such interest shall be in def aul t, and
next to the payment of the principal of all bondS then due, such payments
to be made ratably to the parties entitled thereto 'without discrimination
or preference.
In case all of such payments, ana. payment of whatever may be payable for any
other' purpose required by ,any provision of this indenture, shall have been
made in full and no suit to foreclose or enforce this indenture shall have
been begun or sale made as hereinafter provid,ed, and upon compliance with
all other provisions of this indenture as to which the city shall be in
default, the Trustee after making such provision as to. it may seem advisable
for the payment of the next maturing installment of interest to fall due upon
the bonds, s hall restore the possession of the 'trust estate (other than any
cash at the time required to be hel9. by the Trustee hereunder) to the city.
Section 1u Upon the happening of any event of default as defined
in Section 1 of this article" if the principal of aJl of the bonds outstand-
ing hereunder shall have been properly declared due and payal?le as provided'" II]
in Section 2 of this article, and whether or not the remedies authorized by
Section 3 of this article shall have been pursued in whole or in part, the
Trustee may cause this indenture to be foreclosed and the trust estate to be
sole, and may proceed to protect and enforce the rights of the Trustee and
the bondholders hereunder in such manner as counsel f or the Trustee shall
advise, whether for the specific performance of any covenant, condition,
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agreement or undertaking herein contained, or in aid of the execution of any
power herein granted, C or for the enforcement of such other appropriate legal
or equitable remedies as may in the opinion of such counsel be more effectual
.to protect and enforce the rights aforesaid. The Trustee shall take a.r.w such
action or- actions if requested so to do by the holders of at least 60% in
principal amount of the bonds then outstanding hereimder.
Section 5: Upon the happening of any event of default as defined
in Section 1 of this article, and if the principll of all of the outstanding
bonds shall have been declared due and payable as provided in Section 2 of
this article, then and in every such case, and whether or not the remedies
authori~ed by Section 3 of this article shall have been pursued in whole or
in part" the Trustee shall, but only upon the written request of the holders
of not les13 than 60% in principal amount of the bonds then outstanding
hereunder, with or wathout entry, sell to the highest bidder the trust
estate and ,all right, title, interest, claim and demand thereto and', the
right of redemption thereof , at any such place or places, and at such time
or times and upori such notice and terms as the Trustee may f:ix:and specify
and as .may be required by law. In case of such sale of any of the property
subject to this indenture, notice of such sale shall first be given by
publication in at least one daily newspaper published in the city, in which
the sale is to be made, at least once a week for four successive weeks next
preceding such sale and by the giving of any other: notices which may be
required by law, and upon such sale the Trustee may make and deliver to the
purchaser':'or purchasers a good and sufficient deed or deeds for the same,
which sale shall be a perpetual bar both at law and in equity against the
city and all persons and corporation lawfully claiming or to claim by,
through or under it. Notpurchaser at any such sale shall be bound to see to
the application of the purchase money or to inquire as to the authori~.atiori,
necessity, expediency or regularity 9f any such sale. Nevertheless, the city
if so requested by the Trustee, shall ratify and confirm any sale or sales by
the executing and delivering to: the Trustee or to such purchaser or purchasers
all such instruments as may be necessary or in the judgment of the Trustee
proper for the purposes which may be designated in such- request.
Such notice of sale shall state that the city has granted to the
purchase of the mortgaged property a franchise for the operation thereof for
a period of twenty years dating from such purchase.
Section 6: In the event of any sale, whether made under the
power of sale hereby granted and conferred or under or by virtue of
judicial proceedings or of a judgment or decree of foreclosure and sale, the
whole of the trust estate shall be sold in one lot and as an entirely, unless
such sale as an entirely is impossible or impracticable by reason of some
statute or otherwise.
, Section 7: The Trustee may from time to time adjourn any sale
to be made by it hereunder by announcement at the time and place of such
adjourned sale, and. without further notice or publication except as other-
wise required by law may make such sale at the time and place to which the
same may be so adjourned.
See+'; onth In Case an event of default as defined in Section 1
of this article ,occurs, and if all of the bonds outstanding hereunder shall
have been declared d~ and payable as provided in Section 2 hereof ,and in
case a bill in equity shall be filed or any other judicial proceeding
commenced to enforce any right of the Trustee or of the bondholders under
this i~denture or otherwise, then as a matter of righj;, the Trustee shall
be ent~ tIed to the appointment of a receiver of the trust estate and of the
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earnings, income or revenues, rents, issues and profits thereof with such
powers as the court making such appointment may confer.
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Section 9: In Case the Trustee shall have proceeded to enforce
any rights under this indenture by foreclosure, sale, or otherwise, and
such 'Droceedings shall have been discontinued or appealed, or shall have
been determined adversely to the Trustee, then and in eveIY such case, the
city and the Trustee shall be restored to their former respective positions
and rights hereunder in respect of the trust estate, and all rights,
remedies and powers of the trustees and the bondholders shall continue as
though no such proceedings had been taken.
Section 10: In case of any such sale of the trust estate" any
bondholder or bondholders or committee of bondholders, or Trustee, may bid
for and purchase such property and upon compliance with the tenns ~f sale
may hold, retain possession and dispos~ of such property as t he absolute
right of the purchaser or purchasers without fur:ther accountability and
shall be entitled, for the purposes of making settlement or payment for
the property purchased, to use and apply any b~nds hereby secured and any
interest thereon due and unpaid, whether or not such interest be evidenced
by coupons, by. presenting such bonds and coupons in order that there may be
credited thereon the sum. apportionable and applioable_ thereto out of the
net proceeds of such sale, and thereupon such purchaser or purchasers shall
be credited on account of such purchase price payable by him or them with
the sum apportionable and applicable out of such net proceeds to the payment
of or as credit on the bonds and coupons so presented.
SA~t.i on 11. The proceeds of any judicial or otper sale of the
trust estate, together with any funds at the time held by the Trustee and
not otherwise appropria~ed, shall be applied by the Trustee as follows:
First: To the payment of the costs, expenses, fees and other
charges of such sale and a reasonable compensation to the Trustee, its
agents and attorneys, and to the discharge of all expenses and liabilities
incurre,d and. advances or disbursements made by the Trustee hereunder.
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Second: Any surplus then remaining to the payment of the whole
amount then due or unpaid upon the bonds issued' hereunder and then out-
standing for principal and interest, with interest on overdue principal
and overdue installments of ~nterest at the same rates, respectively, as
were borne by the bonds whereof the principal or installments 'of interest
maybe overdue, and in case such proceeds shall be insufficient to pay in
full-the whole amount so due and unpaid, then to the payment of such
principal and interest ratably according to the aggregate amount due on all
bonds then outstanding "Wi. thout preference or priority o.t' principal over
interest or of interest over principal.
Third: Any surplus then remaining to the city or whomsoever
shall be lawfully entitled thereto.
Sect; on 1?! In case o.t; a sale under any of: the foregoing provi-
sions of this article, whether made under the power of sale herein granted,
or under or by virtue of judicial proceedings, the principal of all bonds
issued hereunder and then outstanding, if not previously due, shall
innnediately thereupon become due and payable, anything' in said bonds or in
this indenture to the contrary notwithstanding.
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Section 13: The remedies herein conferred upon or reserved
to the Trustee or to the holders of bonds hereby secured are not intended
to be exclusive of arw other remedy, but each remedy herein provided shall
be cumulative and shall be in addition to eveIY other remedy given here-
under or now or hereafter exist.ing, and every power and remedy hereby
given to the Trustee or to the holders of bonds issued hereunder may be
execised from time to time as often as may be deemed expedient. No delay
or omission of,the Trustee or of any holder of bonds issued hereunder to
exercise any power or right arising from any default hereunder shall impair
any such right or power (unless the exercise of such right or' power shall
become barred by law) or shall be construed to be a waiver of ani such
default or to be acquiescence therein.
Section 14:, Anything in this indenture contained notwi th-
standing, the holders of 60% in principal amount of t:b...e bonds hereby
secured and then outstanding, shall hc;we the right by an instrument or
instruments in writing delivered to the Trustee to direct and control the
Trustee as to the method of taking any and all proceedings for any sale of
any or all of the trust estate, or for the foreclosure of this indenture,
or for the appointment of a receiver, and may at any time cause any pro-
ceedings authorized by the terms hereof to be so taken or to be discontinued
or delayed, prov:Lded~ however, that such holders shall not be ~ntitled to
cause the Trustee to take arv proceedings which in its opinion would be
unjustly prejudicial to non-assenting bondholders.
Section 15: No holder of any bond or coupon issued hereunder
shall have any right as such holder to institute any suit, action or pro-
ceeding fo r the foreclosure of this indenture or for the execution of any
trust hereunder or for the appointment of a receiver or for any other
remedy hereUnder, all rights of action hereunder being vested exclusively
in the Trustee, uhless and until such holder shall have previously given
to the Trustee written notice of a default hereunder and of the continuance
thereof, and also unless the holders of the requisite principal amount of
the bonds then outstanding shall have made written request upon the Trustee
and shall have afforded it a reasonable opportunity to institute such
action, suit or proceeding in its own name, and unless the Trustee shall
have been offered reasonable indemnity satisfactory to "them against the
costs, expen.ses and liabilities to be incurred therein or thereby ,a:htle the
Trustee for thirty (30) days after receipt of such notification, request or
offer of indemnity shall have failed to institute any such action, suit or
proceeding, it being understood and intended that no one or more holders of
the bonds shall have, the right in any manner whate'Wer by his or their action
to affect, disturb or prejudice the lien of this indenture or to enforce
any right hereunder except in the manner herein provided and for the equal
benefit of all holders of ,such outstandi:qg bonds.
Section 16: In arv suit or action by the Trustee arising under
this indenture or on all or any of the bonds or coupons issued' hereunder,
the Trustee shall not be required to produce such bonds or coupons, but
shall be entitled in all things to maintain any such suit or ac~ion without
their production.
Section 17: If~. covenant, agreement, waiver or part thereof
in this article or elsewhere in this indenture contained be forbidden by
any pertinent law, or under any pertinent law be effective to render this
indenture invalid or unenforceable or to impair the lien hereof, then each
such covenant, agreement, waiver or part thereof shall itself be and is
hereby declared to be wholly ineffective and this indenture shall be
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construed as if the same were not included herein.
The Trustee.
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ARTICLE VIII.
Section 1: The Trustee accepts the trust herein created, but only
upon the terms and conditions set fo rth in this Article VIII.
Section 2: The recitals of fact herein and in said bonds contained
shall be taken as the statements of the city and the Trustee assumes no
responsibility for the correctness of. the same. The Trustee makes no
representations as to the value of the mortgaged and pledged property or any
part thereof, or as to the title of the city thereto, or as to the security
afforded thereby and hereby, or as to the validity of this indenture or of
the bonds or coupons issued hereunder, and the Trustee shall incur no
respons1bility in respect to such matters.
Section 3: The Trustee shall be under no duty to file or record or
cause to be filed or recorded this indenture or any instrument supplemental
the.teto' as a mortgage, conveyance or transfer of real or personal property
or otherwise, or to re-file or re-record or r~new the same, or to procure
any further, other or additional instruments of further assurance, or to
see to the deliveIY to it.of any personal property intended'to be mortgaged
or pledged hereunder, or to do any act which may be suitable to be done
for the better maintenance or continuance of the lien or security hereof,
or for giving nottce of the existence of such lien, or for extending or ~J
supplementing the' same or to see that any properly intended now or here-
after to be conveyed in trust hereunder is subjected to the lien hereof.
The Trustee shall not be liable for failure of the city to, insure or renew
insurance or for responsibilities of insurers, or for the amqunt of insurance
ca.rried by the city on any part of the trust estate, or for the failure of
the city to pay any tax or taxes in respect of the mortgaged and pl~dged
property, or any part thereof, or the income therefrom or otherwise; nor
shall the Trustee be under any duty in respect of any tax which may be
assessed against it or the owner/? of the bonds in respect of the mortgaged
and pledged property. '
Section 4: The Trustee may execute any of the trusts or powers
hereof and perform any duty hereunder, either itself or by or through its
attorneys, agents, or employees, and. it shall not be answerable or account-
able for any act, default, neglect or misconduct of any such attorneys,
agents or employees, if reasonable care has been exercise.d in the appoint-
ment and retention thereof, nor shall the Trustee be otherwise answerable
or accountable ,under any c1-rcumstances whatsoever, except for its own gross
negligence or pad faith.
Section 5: The Trustee shall be under no obligation or duty to
perform any act hereunder or to institute or defind any suit in respect
hereof, Unless properly indemnified to its satisfaction. The Trustee shall
not be required to take notice, or be deemed to have knowl~dge, of mry
default of the city hereunder and may conclusively assume that there has
been no such default unless and until it shall have been specifical~
notified in writing of such default, by the holders of the percentages in
principal amount of the bonds then outstanding hereinabove specified.
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Section 6: The Trustee shall not be bound to recognize any
pe rson as the holder of a bond unless and until his bond is submitted to
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such Trustee for inspection, if required, and his title thereto satis-
factorily established, if disputed.
Section 7: The Trustee shall be protected in acting upon
any notice, resolution, request, consent, order, certificate, report,
appraisal, opinion, bond, or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties.
The Trustee may consult with counsel (who maybe of counsel for the city
or for a bondholder), and with other experts , and the opinion of such
counselor other experts shall be full and complete authorization and
protection in respect of any action taken or suffered and in respect of any
determination made by it hereunder in good faith and in accordance with the
opinion of such counsel.
Section 8: The TrUstee shall not be obligated or liable to
allow to the city interest on any inihneys received by it hereunder.
Section 9: The city shall pay to the Trustee from time to time
a reasonable compensation for all services rel1;dered by it hereunder, and
also all its reasonable expenses, charges and other disbursements and those
of its attor.neys~ agents, and employees, incurred in and about the adminis-
tration and execution of the trusts hereby created. All payments so made
to the Trustee by way of compensation, rexpense's, charges and other dis-
bursements shall be regarded as a maintenance and operation expense and
paid from the Revenue Fund accordingly. ' In default of such payrrents by the
city and as security for such payment, the Trm.stee shall have a lien
therefor on the trust estate and the proceeds thereof prior to any rights
of the holders of the bonds and coupons.
Section l()): The Trustee and any successor to the Trustee may
resign and be discharged from the trust created by this indenture by
giving to the City Secretary notice in writing and by giving the bond-
holders notice through publication thereof at least once a week for three
successive calendar weeks, the first publication to be not less than
thirty and not more than sixty days prior to the effective date of such
resignation, in one newspaper published and having~eneral circulation
in the City of West University Place and in a financial newspaper or
journal published in the City of New York, New York, Each of such
notices shall specify the date on which such resignation is:to take effect.
Such resignation shall take effect on the day specified in such notice,
unless previously a successor Trustee shall have been appointed, either
by the bondholders or by the city as hereinafter provided, in which event
such resignation shall take effect immediately upon the appointment of
such successor Trustee.
Section 11: In case at any time the Trustee or any successor
Trustee shall resign, die, be dissolved, or be removed, or othenr.i.se shall
become disqualified to act or incapable of acting, or in case control of
the Trustee or of any successor Trustee or of its officers shall be taken
OVElr by any public officer or officers, a' successor Trustee may be
appointed by the holders of a majority in principal amount of the bonds
secured hereby and at the time outstanding, by an instrument or" concurrent
instruments in writing signed and duly acknowledged by such bondholders or
by their attorneys-in-fact duly authorized, and filed, one copy with the
retiring Trustee, and the other with the successor Trustee, notification
thereof being given to the City Secretary of the city by such successor
Trustee; but until a succeSSDr Trustee shall be so appointed by the bond-
holders as herein authorized the city by an instrument in vlriting duly
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authorized by resolution shall in such case appoint a successor to the
Trustee and the Trustee shall by, an instrument in writing in any such
case appoint a successur to the Trust~e.
If in a proper case no appointment of a successor Trustee
shall be made pursuant to the foregoing provisions of this article
wi thin six months after a vacancy shall have occurred in the office of
Trustee, the holder of any bond or the retir'ing Trustee may apply to any
court of competent jurisdiction to appoint a successor Trustee. Said
'court may thereupon after such notice, if any, as such court may deem
proper and prescribe, appoint a successor Trustee as the case may;:be.
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Section 12: Any notice, request 0 r other instrument required
by this indenture to be served on the city or se:q,t to the city shall,
unless otherwise iBxpressly provided, be considered to have been
sufficiently given when sent by registered mail to the Mayor and to the
City Se.cretary addressed to the City Hall in the City of West University
Place.
Section 1'3: The Trustee shall authenticate and turn over to the
city official then perfoJrnling the duties. of City Treasurer for delivery,
bonds in an aggregate principal amount riot to e:x;ceed $40..,000.00 when and
as directed t 0 do so u'pon written order of the city signed by its Mayor
and its City Secretary, which order shall specify the official to whom
the bonds are to be so delivered. '
ARTICIE IX.
F.ranchise
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Section 1: In the event that any sale of the trust estate shall
be made under any of the provisions of this indenture for the enforcement
of the lien of this indenture, the City of West University Place hereby
grants to the purchaser or purchasers at such sale a franchise to operate
the property so purchased for a term of twenty years dating from such
purchase, subject to all laws regulating same then in force. The pro-
perties so purchased, in the event they are operated by the purchaser
to such franchise, shall be operated, cond1b.cted and maintained in such
manner as to be a benefit to the City of West University Place and its
inhabitants, and such purchaser shall be pledged to render efficient
public service.
ARTICLE X
Miscellaneous
Section 1: Any notice, request or other instrument required
by this indentur~ to be signed pr executed by bondholders may be' executed
by the execution' of any number of concurrent instrUments of similar
tenor, and may be' signed or executed by ,such bondholders in person or
by agent appointed in writing. f..s a condition for acting thereunder the
Trustee may' demand proof of the execution of any such instrunient' and of
the fact that any person cla~ing to be the owner of any of said bonds 1,--,11
is such owner and may further require the actual deposit of such bond
or bonds with the_ Trustee. The fact and date of _the execution of such
instrument may be-proven by the certificate of any officer in any
jurisdiction'who by the laws thereof is authorized to take acknowledge-
ments of deeds within such jurisdiction, that the person signing such
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instrument acknowledged before him the execution thereof, or may be
proven by any affidavit of a witness to such execution sworn to before
such officer.
The amount of bonds transferable by delivery held by any
person executing such instrument as, a bondholder and the fact, amount and
m.hl1bers of the bonds held by such person and the date of his holding the
same may be proven by, a certificate executed by any responsible trust
company, bank, bankers, or other depositary in a form approved by the
Trustee, showing that at the date therein mentioned such person had on
deposit'with such depositary the bonds described in such certificate;
provided, however, that at all time the Trustee may require the actual
deposit of such bond or bondsw:ith the Trustee.
Section 2: If the lien of this indenture shall be or shall
ever become ineffectual, invalid or unenforceable against any property
hereby mortgaged or pledged because of want of power or title in the city,
the inclusion of any such property described herein shall not in any
way affect or invalidate the mortgage or lien hereof against such
property as the city had the right to mortgage or pledge.
Section 3: No holder of bonds issued under this indenture
nor or any coupons representing interest on such bonds shall ever have
the right to demand payment of such bonds or coupons out of funds
raised by taxation.
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Section 4: Any request or consent of the holder of any
bonds secured hereby given for any of the purposes of this indenture shall
bind all future holders of the same bond or any bonds issued in exchange
therefor or in substitution thereof in respect of anything done or
suffered by the city or the Trustee in pursuance of such request or
consent.
ARTICLE XI.
Defeasance
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Section 1: When all of the bonds and coupons hereby
secured shall, have been paid or redeemed, or, all of the bonds having
become due by reason of maturity or proper call for redemption, the
city shall have provided for such payment or redemption by depositing
in cash with the Trustee the amount necessary for such payment or
redemption and shall also have paid, or caused to be paid, all sums
accrued and payable hereunder by the city, then and in that case the
city shall be entitled to have all of the trust estate revert to it and
have the estate, right, title and interest of the Trustee in respect
thereof cease, detennine and become void. Then, if the city shall so
request in writing, the Trustee upon the cancellation of all bonds and
coupons for the payment of which money shall not have been deposited in
accordance with the provisions of this indenture, shall at the cost and
efCPense of the city execute and deliver to the city proper instruments
acknowledging satisfaction of this indenture. Money deposited for the
payment of bonds and coupons under the provisions hereof shall be held
by the Trustee as a special trust fund for the account of the holder
or holders of such bonds and coupons and so far as necessary for such
purposes shall be applied to the payment of such bon ds and coupons
upon presentation and surrender thereof.
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IN vrrTNESS WHEREOF the City of' West University Place, Texas,
acting tJhrough and being duly authoriz-ed thereunto by its governing
body, the City connnission of the City of West University'Place, has
caused this indenture in three originals to be signed in its name
by Ralph B. Lee, its Mayor, and its corporate seal to be hereunto
affixed; and to be attested by Whitt Johnson, its City'Secretary, and
said The City National Bank of Houston, Houston, Texas, to exidence its
acceptance of the trusts hereby created, has c13.used its, corporate
name and seal to be hereunto affixed and this indenture to be signed
by
^ , its Vice President, and
to be countersigned and said seal to be attested by its Assistant
Secretary, all as of the day and year first above written.
CITY OF WEST UNIVERSITY PLACE, TEXAS
By
Mayor
ATTEST:
City SecretaIY
Witnesses as to City of 'West University Place:
THE CITY NATIONAL BANK OF IDU3TON
BY
Its Vice President
ATTESTi
Its Assistant SecretarY
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Witnesses as to The City National Bank of Houston:
STATE OF TEXAS
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cOJlJNTY OF HARRIS
BEFORE ME, the undersigned authority in and for Harris County,
Texas, on this day personaJ.ly appeared RALPH B. LEE, Mayor and WHITT
JOHNSON, City Secretary, respectively, of the City of West University
Place, Texas, known to me to, be the persons whose names are subscribed to
the foregoing instrument and known to me to be, respectively, the Mayor
anddity Secretary of the City of West University Place, a municipal
corporation, and each acknowledged to me that he executed the same for
the purposes and, consideration therein expressed and in the' capacity
therein stated as the act and deed of said City of 'West University Place,
Texas .
Q,
GIVEN under my hand and seal of office this
March, 1948.
day of
Notary Public in a!1d for Harris
County, Texa:..
STATE OF TEXAS
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COUNTY OF HARRIS
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BEFORE :ME, the undersigned authority in and for Harris
County, Texas, on this day personally appeared
Vice ~sident, and , Assistant Secreta~, respec-
tively of The City National Bank of Houston, Houston, Texas, known to me
to be the" persons whose names are subscribed to the foregoing instrument
and known to me to be, respectively, the Vice President and Assistant
Secretary of The City National Bank of Houston, Houston, Texas, a cprpora-
tion, ana. each acknowledged to me that he executed the same for the
purposes and consideration therein expressed and in the capacity therein
stated as the act and deed of said The City National Bank of Houston,
Houston, Texas.
"
GIVEN under my hand and seal of of!-,ice this
of Febr.uary, 194f~.
day
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Notary Public in and for Harris County,
Texas.
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Section 12: That in the event of judicial sale or other sale
of the properties encumbered by the indenture which is set out in the
preceding section hereof in order to enforce the payment of the
bonds secured thereby, the City of West University Place herein and
hereby grants to the purchaser or purchasers at any such sale which
may be so held under the provisions of such indenture the ,right,
privilege and franchise to operate the properties and facilities
so purchased for a tenn of twenty years 'dating from such purchase,
subject to all laws regulating same then in force, as is provided in
Article llll, Texas Revised Civil Statutes of 1925, as amended, it
, being the intent hereof to grant a franchise which s hall become
operative and effective only in the event that said mortgaged proper-
ties are sold under the provisions of said indenture.
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If the grantee during the life of this franchise shall fai~ to
furnish efficient public service or to maintain the properties in good
order, such failure or"refuSal shall subject the franchise and all
rights thereunder to forfeiture .at the suit of the city upon judicial
ascertainment of such facts, provided the city shall give the grantee
sixty days notice of the intention to institute such proceedings.
'When this franchise becomes effective by reason of sale as
hereinabove provided, if the grantee desires to aCc'ept and operate
under this franchise it shall file a written acceptance . thereof with
the City Secretary of the City of West University Place. '
Section 13: That 'all ordinances, resolutions and orders or
parts thereof in conflict herewith are, to the extent of such conflict,
hereby repealed.
Section 14: That if any section, provision or part hereof
shall be held'iJO be invalid or ineffective for any reason, the
remainder hereof shall nevertheless remain in full force and effect.
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ADOPl'ED AND APPROVED this 17th day of March, 1948.
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, City of West
ace, Texas.
(SEAL)
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