(A)Subject to, and in full compliance with, all requirements of law applicable to this trust or to the trustees thereof:
(1)The trustees, in the manner hereinafter set forth, shall do, or cause to be done, all things which are incidental, necessary, proper or convenient to carry fully into effect the purposes enumerated in Section 3 of this instrument, with the general authority hereby given being intended to make fully effective the power of the trustees under this instrument; and, to effectuate the purposes, the trustees are specifically authorized (but their general powers not limited hereby, notwithstanding any specific enumeration or description) in a lawful manner:
(a)To enter in and conduct and execute, apply for, purchase, or otherwise acquire franchises, property (real or personal), contracts, leases, rights, privileges, benefits, choses in action, or other things of value, and to pay for the same in cash, with bonds or evidence of indebtedness, or otherwise;
(b)To own, hold, manage, and in any manner to convey, lease, assign, liquidate, dispose of, compromise, or realize upon, any property, contract, franchise, right, privilege, benefit, choses in action, or other things of value, and to exercise any and all power necessary or convenient with respect to the same;
(c)To guarantee, acquire, hold, sell, transfer, assign, encumber, dispose of, and deal in, the stocks, bonds, debentures, shares or evidences of interest or indebtedness in or of any sovereignty, government, municipality, corporation, association, trusteeship, firm or individual, and to enter into and perform any lawful contract in relation thereto, and to exercise all rights, powers and privileges in relation thereto, the same extent as a natural person might or could do; and the foregoing shall include (without limitation by reason of enumeration) the power and authority to guarantee or assume or to contract to guarantee or assume, out of distributive funds of the trust, the payment of any part or all of the principal of and/or interest on any bonded indebtedness of the beneficiary municipality during any part or all of the term of any such bonded indebtedness, and to fully perform any such contract.
(d)To enter into, make and perform contracts of every lawful kind or character, including (but not limited to) management contracts, with any person, firm, association, corporation, trusteeship, municipality, government, or sovereignty; and, subject to applicable provisions of division (B) of this section, without limit as to amount, to draw, make, accept, endorse, assume, guarantee, discount, execute and issue promissory notes, drafts, bills of exchange, acceptances, warrants, bonds, debentures, and any other negotiable or nonnegotiable or transferable or nontransferable instruments, obligations, and evidences or unsecured or secured indebtedness, and if secured by mortgage, deed of trust, or otherwise, secured by all or any part or parts of the property of the trust, and to pledge all or any part of the income of the trusts, in the same manner and to the same extent as a natural person might or could do.
(B)Notwithstanding anything in this instrument appearing to be to the contrary, the trustees shall not incur any indebtedness or obligation whatsoever which shall be secured by any property or interest in property leased or licensed to the trustees by the beneficiary municipality which property or interest in property shall have been acquired by the beneficiary municipality by the expenditure of any of its funds, or which shall be secured by any of the revenues of any such property or any part thereof, until first there shall have been submitted to all of the qualified electors of the beneficiary municipality, at an election held for that purpose, the question of the incurring of such secured indebtedness or obligation, and the same shall have been approved by a majority of the electors voting on such question at the election. For the conducting of such an election, the trustees hereby are authorized to make all necessary or proper provisions, among which shall be required the following:
(1)They shall cause to be prepared a ballot setting forth the amount of indebtedness or obligation proposed to be incurred, the property and/or revenues proposed to be mortgaged and/or pledged as security therefor, and the purpose or purposes for which such indebtedness or obligation is proposed to be incurred; and
(2)Notice of any such election shall be published, and any such election shall be held, in substantially the same manner as shall then be provided by law for municipal elections on similar questions; provided, however, that the foregoing provisions of this division (B) shall not be applicable to the following:
(a)Any pledge of the trust revenues for the purpose of guaranteeing or assuming any bonded indebtedness of the beneficiary municipality;
(b)Any indebtedness incurred for the refunding of any outstanding indebtedness of the trust if the principal amount of the indebtedness being incurred for such purpose shall not exceed the amount of the indebtedness being refunded plus costs and expenses necessarily incidental to the issuance and sale of such refunding bonds; or
(c)Any indebtedness not to exceed $50,000 incurred in any one calendar year for the purpose of making improvements or repairs to, or replacements of, operating and revenue-producing portions of the trust estate, and paying costs and expenses necessarily incidental to the issuance and sale of the bonds; and provided further, that any election held by the beneficiary municipality at which the approval of the incurring of indebtedness by the authority or the trustees thereof shall be the proposition submitted, or shall be included in the proposition submitted, and approved, shall operate to comply with the requirements of this division (B).
(C)No contract for the purchase, construction or installation of physical facilities shall be made except in full accordance with any bidding and/or bonding requirements then applicable to like contracts made by the beneficiary municipality.
(D)The trustees shall collect and receive all property, money, rents, and income of all kinds belonging to or due the trust estate, and shall use the same solely for the purposes, and the furtherance of the purposes, set forth in Section 3 of this instrument, and not otherwise.
(E)The trustees shall take and hold title to all property at any time belonging to the trust in the names of the trustees or in the name of the authority, and shall have and exercise exclusively the management and control of the same, for the use and benefit of the beneficiary municipality, as provided herein, in the execution of the purposes of this trust; and the right of the trustees to manage, control and administer the said trust, its property, assets and business, shall be absolute and unconditional and free from any direction, control or management by the beneficiary municipality or any person or persons whatsoever.
(F)The trustees may employ such agents, servants and employees as they deem necessary, proper or convenient for the execution of the purposes of this trust, and prescribe their duties and fix their compensation; provided, that, if and so long as the government of the beneficiary municipality shall be administered by a city manager under authority of statute or charter, the person who currently shall be employed as city manager of the beneficiary municipality shall be employed as general manager of the authority, with all powers of administration of the authority’s property and affairs, under supervision of the trustees of the authority, as such city manager shall have in relation to municipal property and affairs under supervision of the governing body of such municipality.
(G)The trustees may contract for the furnishing of any services or the performance of any duties that the trustees deem necessary, proper or convenient to the execution of the purposes of the trust, and shall pay for the same as they see fit to provide in such a contract.
(H)The trustees, by resolution, may divide the duties of the trustees hereunder, delegating all or any part of such duties to one or another of the trustees as they deem proper; but, where a specific duty is not so delegated, a majority of the trustees must act for the authority.
(I)The trustees shall, in the name of the trust as hereinabove set forth, or in their names as trustees, bring any suit or action which, in their judgment, shall be necessary or proper to protect the interests of the trust, or to enforce any claim, demand or contract for the trust or for the benefit of the trust; and they shall defend, in their discretion, any action or proceeding against the trust or the trustees or agents, servants or employees thereof. And the trustees are expressly authorized, in their discretion, to bring, enter, prosecute or defend any action or proceeding in which the trust shall be interested, and to compromise any such action or proceeding and discharge the same out of the trust property and assets; and the trustees also are expressly authorized to pay or transfer out of the trust property or assets such money or property as shall be required to satisfy any judgment or decree rendered against them as trustees, or against the trust, together with all costs, including court costs, counsel and attorney’s fees, and also to pay out of the trust property and assets such sums of money, or transfer appropriate property or assets of the trust, for the purpose of settling, compromising, or adjusting any claim, demand, controversy, action or proceeding, together with all costs and expenses connected therewith; and all such expenditures and transfers shall be treated as proper expenses of executing the purposes of this trust.
(J)No bond shall be required of the trustees, or any of them, unless they shall deem the same proper and shall provide therefor by resolution.
(K)All proceedings of the trustees shall be taken in public meeting only, and the trustees shall make, or cause to be made, a written record of all of their proceedings. All records of the trust shall be kept in the office of the City Clerk of the beneficiary municipality and shall be subject to inspection during customary business hours as are public records of the beneficiary municipality.
(L)At their first meeting, the trustees shall designate the principal office of the trust; and they also shall designate the time and place for regular meetings of the trustees. The time and place of regular meetings shall not be changed unless at a meeting where all incumbent trustees are present. No notice shall be required for the holding of regular meetings of the trustees. Special meetings may be held upon such call as shall be fixed by resolution of the trustees adopted at a meeting where all incumbent trustees are present. The trustees shall cause to be filed, in all places where this instrument is recorded, a certificate designating the principal office of the trust and the time and place of regular meetings of the trustees; and any changes therein shall be filed for record in like manner.