HomeMy WebLinkAboutOrdinance 19131-04-2010~ ,;..
THE STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
On the 27th day of Apnl, 2010 the Crty Council of the City of Fort Worth, Texas, met in
regular open, public meeting m the City Council Chamber in the Crty Hall, and roll was called
of the duly constituted members of the City Council, to-wit.
Mike Moncnef,
Salvador Espino,
W.B Zim Zimmerman
Danny Scarth,
Frank Moss,
Jungus Jordan,
Carter Burdette,
Kathleen Hicks,
Joel Burns,
Dale A. Fisseler
David Yett,
Marty Hendrix,
Lena Ellis,
Mayor
Councilmembers,
Crty Manager
Crty Attorney
Crty Secretary
Chief Financial Officer
thus constituting a quorum present; and after the City Council had transacted certain business,
the following business was transacted, to-wit
Councilmember SGtr~ introduced an ordinance and moved its passage. The motion
was seconded by Councilmember 'f~C.~'s' The Ordinance was read by the Crty Secretary The
motion, carrying with rt the passage of the ordinance prevailed by a vote of ~ YEAS, Q NAYS
The ordinance as passed is as follows
ORDINANCE NO 14131 -(~-2010
EIGHTEENTH SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE REFUNDING BONDS, SERIES 2010
IN THE AGGREGATE PRINCIPAL AMOUNT OF $98 855 040•
APPROVING THE EXECUTION OF AN ESCROW AGREEMENT AND OTHER
INSTRUMENTS RELATED TO THE ISSUANCE OF THE BONDS REPEALING ALL
ORDINANCES IN CONFLICT HEREWITH, AND PROVIDING THAT THIS ORDINANCE
SHALL BE IN FORCE AND EFFECT FROM AND AFTER THE DATE OF ITS PASSAGE
THE STATE OF TEXAS
COUNTIES OF TARRANT DENTON AND WISE
CITY OF FORT WORTH
WHEREAS, the City of Fort Worth, Texas (the City" or the 'Issuer"), a 'home-rule" city
operating under ahome-rule charter adopted pursuant to Section 5 of Article XI of the Texas
Constitution, with a population according to the latest federal decennial census of in excess of 50 000
has established and currently owns and operates a combined waterworks and sanitary sewer system
(the "System') and
WHEREAS, the City heretofore has established the City of Fort Worth, Texas Water and
Sewer System Revenue Financnng Program for the purpose of provndnng a financnng structure for
revenue supported indebtedness of the System, and
WHEREAS sand Program was established pursuant to the terms of a 'Master Ordinance
Estabinslung the City of Fort Worth, Texas Water and Sewer System Revenue Financnng Program
(the 'Master Ordinance"), and
WHEREAS unless othenwnse defined herenn, terms used herenn shall have the meaning graven
nn the Master Ordinance; and
WHEREAS, the Master Ordinance authorizes revenue supported ndebtedness to be nssued,
incurred or assumed pursuant to the terms of supplemental ordnnances (any such ordnnance benng a
Supplement")• and
WHEREAS, pursuant to the terms of the Master Ordinance, the City has adopted seventeen
Supplements (designated as the 'First Supplement" Second Supplement" 'Third Supplement"
'Fourth Supplement" 'Fifth Supplement" "Sixth Supplement" Seventh Supplement" 'Eighth
Supplement" 'Ninth Supplement" "Tenth Supplement" 'Eleventh Supplement" 'Twelfth
Supplement" 'Thirteenth Supplement" 'Fourteenth Supplement" 'Fifteenth Supplement" 'Sixteenth
Supplement" and Seventeenth Supplement" respectively and the 'Pnor Supplements" collectively)
pursuant to vi+hich (i) the City of Fort Worth, Texas Water and Sewer System Revenue Refunding
Bonds, Series 1991A and Series 1991B, the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 1993 the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Serves 1996 the Crty of Fort Worth, Texas Water and
Sewer System Revenue Refunding and Improvement Bonds, Serves 1997 the City of Fort Worth,
Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Senes 1998, the City
of Fort Worth, Texas Water and Sewer System Revenue Bonds, Serves 2000 the City ofFort Worth,
Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Serves 2000B, the City
of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2001 the City ofFort Worth,
Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Serves 2003 the Crty
of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Senes 2003A, the City of
Fort Worth, Texas Water and Sewer System Auction Rate Revenue Bonds, Senes 2004 the City of
Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Senes
2005 the Crty of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Senes
2005A, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Serves 2007 the
City ofFort Worth, Texas Water and Sewer System Revenue Bonds, Senes 2008 and the City ofFort
Worth, Texas Water and Sewer System Revenue Bonds, Senes 2009 were issued, and (ii) the City
entered into two respective ISDA Master Agreements (referred to herein as the Swap Agreements"),
one with Lehman Brothers Special Financing Inc and the other with GBDP L.P and
WHEREAS the aforesaid Senes 1991A Bonds, Serves 1991B Bonds, Serves 1993 Bonds,
Serves 1996 Bonds, Senes 1997 Bonds and Serves 2004 Bonds are no longer are outstanding, and the
aforesaid Serves 1998 Bonds, Senes 2000 Bonds, Serves 2000B Bonds, Serves 2001 Bonds, Senes
2003 Bonds, Senes 2003A Bonds, Serves 2005 Bonds, Series 2005A Bonds, Senes 2007 Bonds,
Serves 2008 Bonds and Senes 2009 Bonds are hereinafter referred to as the 'Previously Issued Panty
Bonds and
WHEREAS, the Swap Agreements entered into pursuant to the terms of the Fourth
Supplement by their respective terms have expired, and the Crty has no further obligations thereunder
and
WHEREAS, the Previously Issued Panty Bonds are secured by a first lien on and pledge of
the Pledged Revenues of the System, and
WHEREAS, rt is deemed advisable and to the best interest of the City and the City Council of
the City has determined, to refund the outstanding obligations of the Crty described in Schedule I
attached to this Eighteenth Supplement (the 'Refunded Bonds") to achieve a debt sernce savings; and
WHEREAS, the bonds hereinafter authonzed are to be issued and delivered pursuant to
Chapter 1207 Texas Govenunent Code, for the purposes set forth above.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS
SECTION 1 DEFINITIONS That m addition to the definitions set forth in the preamble of
this Eighteenth Supplement, the terms used in this Eighteenth Supplement (except m the FORM OF
BOND) and not otherwise defined shall have the meanings given in the Master Ordinance, the Pnor
Supplements or in Exhibit A to this Eighteenth Supplement. .Any references in this Eighteenth
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Supplement to the "FORM OF BOND" shall be to the form of the Bonds as set forth in Exhibit B to
this Eighteenth Supplement.
Section 2 BONDS AUTHORIZED That there shall be authorized to be issued, sold, and
delivered hereunder the Bonds, payable to the respective initial registered owners thereof, or to the
registered assignee or assignees of the Bonds or any portion or portions thereof, in the denomination
of $5 000 or any integral multiple thereof (an Authorized Denomination') The Bonds are hereby
authorized to be issued in the aggregate principal amount of $198 855 000 for the purpose of (i)
refunding the Refunded Bonds, and (ii) pa}nng the costs of issuance of the Bonds. The Bonds shall be
designated as the "City of Fort Worth, Tegas Water and Sewer System Revenue Refunding
Bonds, Series 2010"
Section 3 DATES AND MATURITIES INTEREST RATES That the Bonds shall be
dated April 15 2010 shall be in any Authorized Denorrunation, shall be numbered consecutively from
R 1 upward, shall bear interest at the rates per annum, and shall mature on February 15 in each of the
years and in the amounts, respectively as set forth in the following schedule
AGGREGATE
PRINCII'AL INTEREST
YEARS AMOUNTS ($1 RATES. (%)
2011 9 735 000 '-I o 0
2012 10,240 000 `t 0 0
2013 10 775 000 S d o
2014 9 830 000
2015 10 340 000
2016 10 875 000
2017 11 43 5 000
2018 12,035 000 ,j 0 0
2019 8 040 000 y ~ p
2020 5 550 000 y 2 r
Interest on the Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months. The principal of and interest on the .Bonds shall be payable to the registered owner of any
such Bond in the manner provided and on the dates stated in the FORM OF BOND
Section 4 REDEMPTION That the Bonds are not subject to redemption prior to their
scheduled maturities.
Section 5 CHARACTERISTICS OF THE BONDS (a) Registration. Transfer, Conversion
and Exchange: Authentication. That the City shall keep or cause to be kept at the designated
corporate trust office of Wells Fargo Bank, National Association (the 'Pa}nng AgentlRegistraz"),
books or records for the registration of the transfer conversion and exchange of the Bonds (the
'Registration Baoks"), and the City hereby appoints the Paying Agent/Registrar as nts registrar and
transfer agent to keep such books or records and make such registrations of transfers, conversions
and exchanges under such reasonable regulations as the City and the Paying Agent/Registrar may
prescribe; and the Pa}nng Agent/Registrar shall make such registrations, transfers, conversions and
exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration
Books the address of the owner of each Bond to which payments with respect to the Bonds shall be
mailed, as herein provided, but rt shall be the duty of each owner to notify the Paying Agent/Registrar
m writing of the address to which payments shall be mailed, and such interest payments shall not be
mailed unless such notice has been given. The City shall have the nght to inspect at the Designated
Trust Office the Registration Books during regular business hours of the Pa}nng Agent/Registrar but
otherwise the Paying AgentlRegistrar shall keep the Registration Books confidential and, unless
otherwise required by law shall not pernnit their inspection by any other entity Except as otherwise
provided in the FORM OF BOND the owner of each Bond requesting a conversion, transfer
exchange and delivery of such Bond shall pay the Pa}nng Agent/Registrar's standard or customary
fees and charges for making such registration, transfer conversion, exchange and delivery of a
substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of
Bonds shall be made in the manner provided and with the effect stated m the m the FORM OF
BOND Each substitute Bond shall bear a letter andlor number to distinguish rt from each other
Bond. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any
such Bond, date and manually sign the 'Pa}nng Agent/Registrar's Authentication Certificate" m the
form set forth in the FORM OF BOND (the Authentication Certificate'), and, except as provided
below no such Bond shall be deemed to be issued or Outstanding unless the Authentication
Certificate is so executed, the foregoing notwithstanding, the Authentication Certificate need not be
executed if any such Bond is accompanied by an executed 'Comptroller's Registration Certificate" m
the form set forth in the FORM OF BOND The Paying Agent/Regnstrar promptly shall cancel all
paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders,
or resolutions need be passed or adopted by the govenung body of the City or any other body or
person so as to accomplish the faregomg conversion and exchange of any Bond or portion thereof,
and the Paying Agent/Registrar shall provide for the pnntmg, execution, and delivery ofthe substitute
Bonds m the manner prescribed herein. Pursuant to Chapter 1206 the duty of conversion and
exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar and, upon the
execution of the Authentication Certificate, the converted and exchanged Bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the Bonds which
imtially were issued and delivered pursuant to this Eighteenth Supplement, approved by the Attorney
General, and registered by the Comptroller of Public Accounts. As of the date this Eighteenth
Supplement is approved by the City the Designated Trust Office is the Fort Worth, Texas corporate
trust office of Wells Fargo Bank, National Association.
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the pa}nng agent for paying the pnncipal of, premium, if any and interest on
the Bonds, all as provided m this Eighteenth Supplement. The Pa}nng AgentlRegistrar shall keep
proper records of all payments made by the City and the Paying Agent/Registrar vvnth respect to the
Bonds.
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(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the pnncipal of and interest on such Bonds to be payable only to the registered owners
thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned,
(iv) maybe converted and exchanged for other Bonds, (v) shall have the charactenstics, (vi) shall be
signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be
payable, and (viii) shall be admumstered and the Paying Agent/Registrar and the City shall have certain
duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the
effect as required or indicated, in the FORM OF BOND The Bonds initially issued and delivered
pursuant to this Eighteenth Supplement are not required to be, and shall not be, authenticated by the
Paying Agent/Registrar but on each substitute Bond issued in conversion of and exchange for any
Bond or Bonds issued under this Eighteenth Supplement the Paying Agent/Registrar shall execute the
Authentication Certificate
(d) Substitute Paying AgentlRe isgi tray The City covenants with the owners ofthe Bonds that
at all times while the Bonds are Outstanding a competent and legally qualified entity shall act as and
perform the services of Paying AgentlRegistrar for the Bonds under this Eighteenth Supplement, and
that the Paying Agent/Registrar will be one entity Such entity may be the City to the extent
permitted by law or a bank, trust company financial institution, or other agency as selected by the
City The City reserves the nght to, and may at its option, change the Paying Agent/Registrar upon
not less than one hundred and twenty (120) days written notice to the Paying Agent/Registrar to be
effective not later than sixty (b0) days prior to the next principal or interest payment date after such
notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by
merger acquisition, or other method) should resign or otherwise cease to act as such, the City
covenants that promptly it will appoint a competent and legally qualified entity to act as Paying
AgentlRegistrar under this Eighteenth Supplement. Upon any change in the Paying Agent/Registrar
the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a
copy thereof), along with all other pertinent books and records relating to the Bonds, to the new
Paying AgentlRegistrar designated and appointed by the City Upon any change in the Paying
Agent/Registrar tlae City promptly will cause a written notice thereof to be sent by the new Paying
AgentlRegistrar to each owner of the Bonds, by United States mail, first-class postage prepaid, which
notice also shall give the address of the new Paying Agent/Registrar By accepting the position and
perforrrung as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of
this Eighteenth Supplement, and a certified copy of this Eighteenth Supplement shall be delivered to
each Paying AgentlRegistrar
Section 6 FORM OF BONDS (a) Form of Bonds. That the form of all Bonds, including
the form of the Authentication Certificate, the form of Assignment, and the form of the Comptroller's
Registration Certificate to be attached only to the Bonds initially issued and delivered pursuant to this
Eighteenth Supplement, shall be, respectively substantially as set forth in Exhibit B, with such appro-
pnatevariations, orrussions, or insertions as are permitted or required by this Eighteenth Supplement.
(b) Pnntung Bond Counsel O~punion and Statement of Insurance. The punter of the Bonds is
hereby authorized to print on the Bonds the form of bond counsel's opinion relating to the Bonds, and
us hereby authorized to print on the Bonds an appropriate statement of insurance fixrnished by a
municipal bond insurance company providing municipal bond insurance, of any covering all or any
part of the Bonds.
Section 7 ESTABLISHMENT OF FINANCING PROGRAM AND ISSUANCE OF
PARITY OBLIGATIONS That by adoption of the Master Ordunance the City has establushed the
City of Fort Worth, Texas Water and Sewer System Revenue Financing Program for the purpose of
providing a financung structure for revenue supported undebtedness of the System. The Master
Ordinance is untended to establush a master plan under which revenue`supported debt of the System
can be incurred. Thus Eighteenth Supplement provudes for the authonzatuon, ussuance, sale, deluvery
form, characteristics, provisuons of payment and redemptuon, and security of the Bonds, which are a
serves of Panty Obligations. The Master Ordunance us unconporated hereon by reference and as such
made a part hereof for all purposes, except to the extent modified and supplemented hereby and the
Bonds are hereby declared to be Panty Obligations under the Master Ordunance. The Cuty hereby
detenrnnes that it will have sufficuent funds to meet the financial obligatuons of the System, including
sufficuent Pledged Revenues to satisfy the Annual Debt Servuce Requirements of the System and to
meet all financual oblugations of the City relating to the System.
Sectuon 8 PLEDGE (a) That the Bonds are and shall be secured by and payable from a first
luen on and pledge of the Pledged Revenues, and the Pledged Revenues are further pledged to the
establushment and maintenance of the Debt Sernce Fund, and to the Reserve Fund to the extent
hereinafter provuded. The Bonds are and will be secured by and payable only from the Pledged
Revenues, and are not secured by or payable from a mortgage or deed of trust on any propertues,
whether real, personal, or mixed, constituting the System.
(b) Chapter 1208 applues to the ussuance of the Bonds and the pledge of the Pledged
Revenues granted by the City under subsectuon (a) of thus Section, and such pledge is therefore valid;
effective, and perfected. If Texas law is amended at any tome while the Bonds are outstanding and
unpaud such that the pledge of the Pledged Revenues granted by the City us to be subject to the filing
requurements of Chapter 9 then in order to preserve to the regustered owners of the Bonds the
perfectuon of the security unterest in saud pledge, the Cuty agrees to take such measures as ut
determunes are reasonable and necessary under Texas law to comply with the applicable provusuons of
Chapter 9 and enable a filing to perfect the security unterest un saud pledge to occur
Sectuon 9 DEBT SERVICE FUND ACCOUNTS That wuth respect to the Bonds no specual
account need be established to facilutate the payment of debt sernce on the Bonds.
Sectuon 10 RESERVE FUND That deposits to the credut of the Reserve Fund shall be
made un the manner described un Sectuon 12(b) of thus Eighteenth Supplement.
Section 11 INVESTMENTS That money in the Reserve Fund created under this
Eighteenth Supplement shall not be invested in securities with an average aggregate weighted
maturity of greater than seven years. The value of the Reserve Fund, in addition to the annual
determination described in the Master Ordinance, shall be established at the time or tunes withdrawals
are made therefrom. Investments shall be sold promptly when necessary to prevent any default in
connection with the Bonds. Earnings derived from the investment of moneys on deposit in the
various Funds and Accounts shall be credited to the Fund or Account from which moneys used to
acquire such investment shall have come.
Section 12. FLOW OF FUNDS That all monies in the System Fund not required for paying
Operating Expenses dunng each month shall be applied by the City on or before the 10th day of the
following month, commencing during the months and in the order of pnonty with respect to the
Funds and Accounts that such applications are hereinafter set forth in this Section.
(a) Debt Service Fund To the credit of the Debt Service Fund, in the following order of
prionty to-wit
(1) such amounts, deposited in approximately equal monthly installments,
commencing dunng the month in which the Bonds are delivered, or the month thereafter if
delivery is made after the 10th day thereof, as will be sufficient, together with other amounts,
if any in the Debt Service Fund available for such purpose, to pay the interest scheduled to
come due on the Bonds on the next succeeding interest payment date; and
(2) such amounts, deposited in approximately equal monthly installments,
commencing dunng the month which shall be the later to occur of, (i) the twelfth month
before the first matunty date of the Bonds, or (ii) the month inwhich-the Bonds are delivered,
or the month thereafter if delivery is made after the 10th day thereof, as will be sufficient,
together with other amounts, if any in the Debt Service Fund available for such purpose, to
pay the pnncipal (including mandatory sinking fund redemption payments, if any) scheduled
to mature or come due on the Bonds on the next succeeding principal payment date or
mandatory sinking fund redemption date, as the case may be.
(b) Reserve Fund. Actnng in accordance wrath the provisions of the Master Ordinance,
specifically without limitation, Section 7 thereof, it is not necessary for the Bonds to be secured by
the Reserve Fund established for the benefit of the owners of Panty Obingations, and therefore the
City shall not be required to make deposits to the credit of the Reserve Fund with respect to the
Bonds.
Section 13 PAYMENT OF BONDS That on or before the first scheduled interest payment
date, and on or before each interest payment date and principal payment date thereafter while any
Bond is Outstanding and unpaid, the City shall make available to the Paying Agent/Registrar out of
the Debt Service Fund (and the Reserve Fund, if necessary) monies sufficient to pay such interest on
and such pnncipal amount of the Bonds, as shall become due on such dates, respectively at matunty
or by redemption pnor to matunty The Paying Agent/Registrar shall destroy all paid Bonds and
furnish the City with an appropnate certificate of cancellation or destruction.
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Section 14 COVENANTS REGARDING TAX EXEMPTION That the Issuer covenants
to refrain from any action which would adversely affect, or to take such action as to ensure, the
treatment of the Bonds as obligations described in section 103 of the Code, the interest on which is
not includable in the gross income of the holder for purposes of federal income taxation. In
furtherance thereof, the Issuer covenants as follows
(a) to take any action to assure that no more than ten percent (10%) of the proceeds
of the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if
any) are used for any 'pnvate business use as defined in section 141(b)(6) of the Code or if
more than ten percent (10%) of the proceeds are so used, that amounts, whether or not
received by the Issuer with respect to such pnvate business use, do not, under the terms of
this Eighteenth Supplement or any underlying arrangement, directly or indirectly secure or
provide for the payment of more than ten percent (10%) of the debt service on the Bonds, nn
contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the 'pnvate business use"
described in subsection (a) hereof exceeds five percent (5%) of the proceeds of the Bonds or
the projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of five percent (5%) is used fora "pnvate business use" which ns 'related
and not "disproportionate within the meaning of section 141(b)(3) of the Code, to the
govenunental use,
(c) to take any action to assure that no amount which is greater than the lesser of
$5 000 000 or five percent (5%) of the proceeds of the Bonds (less amounts deposited mto a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state
or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which.would otherwise result nn the Bonds being
treated as "specified pnvate activity bonds within the meaning of section 141(b) ofthe Code;
(e) to refrain from taking any action that would result in the Bonds being 'federally
guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from usnng any portnon of the proceeds of the Bonds, directly or
nndirectly to acquire or to replace funds wlnnch were used, directly or indirectly to acquire
investment property (as defined in section 148(b)(2) of the Code) w}nich produces a materially
higher yield over the tenrn of the Bonds, other than nnvestment property acquired wrath
(1) proceeds of the Bonds invested for a reasonable temporary penod until
such proceeds are needed for the purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt sernce fund, within the meaning of
section 1 148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement fund
to the extent such amounts do not exceed ten percent of the proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as maybe necessary so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, sectnon 149(d) of the Code (relating to advance refirndings) and
(h) to pay to the United States of America at least once dunng each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
ninety percent (90%) of the 'Excess Eanungs" within the meaning of sectnon 148(f) of the
Code and to pay to the United States of America, not later than sixty (60) days after the
Bonds have been paid in full, one hundred percent (100%) of the amount then required to be
paid as a result of Excess Earrings under sectnon 148(f) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the teen
'proceeds includes disposition proceeds" as defined in the Treasury Regulations and, in the case of
a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended pnor to
the date of the issuance of the Bonds. It is the understanding of the Issuer that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U S Department of the Treasury pursuant thereto In the event that regulations
or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to
the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent
that such failure to comply in the opinion ofnationally-recognized bond counsel, will not adversely
affect the exemption from federal income taxation of interest on the Bonds under section 103 of the
Code. In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional
requirements to the extent necessary in the opinion of nationally-recognized bond counsel, to
preserve the exemption from federal income taxation of interest on the Bonds under section 103 of
the Code. In furtherance of the foregoing, the Mayor the City Manager any Assistant City Manager
and the Chief Financial Officer of the City may execute any certificates or other reports required by
the Code and to make such elections, on behalf of the City which may be permitted by the Code as
are consistent with the purpose for the issuance of the Bonds In order to facilitate compliance with
the above clause (h), a 'Rebate Fund is hereby established by the City for the sole benefit of the
United States of Amenca, and the Rebate Fund shall not be subject to the claim of any other person,
including without limitation the registered owners of the Bonds. The Rebate Fund ns established for
the additional purpose of compliance with section 148 of the Code.
Section 15 ALLOCATION OF AND LIMITATION ON EXPENDITURES FOR THE
PROJECT DISPOSITION OF PROJECT (a) That the City covenants to account for on its books
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and records the expenditure of proceeds from the sale of the Bonds or the Refunded Bonds and any
investment earnings thereon to be used for the improvement and extension of the System (referred to
in this Section as a 'Project') by allocating proceeds to expenditures within eighteen (18) months of
the later of the date that (a) the expenditure on a Project is made or (b) each such Project is
completed. The foregoing notwithstanding, the City shall not expend such proceeds or investment
earnings more than sixty (60) days after the later of (a) the fifth anniversary of the date of delivery of
the Bonds or (b) the date the Bonds are retired, unless the City obtains an opinion of nationally-
recognizedbond counsel substantially to the effect that such expenditure will not adversely affect the
tax-exempt status of the Bonds. For purposes of this Section, the City shall not be obligated to
comply with this covenant if it obtains anopinion ofnationally-recognized bond counsel to the effect
that such failure to comply will not adversely affect the excludability for federal income tax purposes
from gross income of the interest.
(b) The City covenants that the property constituting a Project will not be sold or otherwise
disposed in a transaction. resulting in the receipt by the City of cash or other compensation, unless the
City obtains an opimon ofnationally-recognized bond counsel substantially to the effect that such sale
or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes oftlus
Section, the portion of the property compnsing personal property and disposed of in the ordinary
course of business shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes of this Section, the City shall not be obligated to comply with this
covenant if it obtains an opimon ofnationally-recognized bond counsel to the effect that such failure
to comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
Section 16 AMENDMENT OF EIGHTEENTH SUPPLEMENT (a) That the owners ofa
ma~onty in Outstanding Pnncipal Amount of the Bonds shall have the right from time to time to
approve any amendment to this Eighteenth Supplement which may be deemed necessary or desirable
by the City provided, however that nothing herein contained shall permit or be construed to permit
the amendment of the terms and conditions in this Eighteenth Supplement or in the Bonds so as to
(1) Make any change in the maturity of any of the Outstanding Bonds,
(2) Reduce the rate of interest borne by any of the Outstanding Bonds;
(3) Reduce the amount of the principal payable on the Outstanding Bonds,
(4) Modify the teens of payment of pnncipal of, premium, if any or interest on the
Outstanding Bonds or impose any conditions with respect to such payment,
(5) Affect the nghts of the owners of less than all of the Bonds then Outstanding;
(6) Amend this clause (a) of this Section, or
(7) Change the minimum percentage of the pnncipal amount of Bonds necessary for
consent to any amendment;
unless such amendment or amendments shall be approved by the owners of all of the Bonds then
Outstanding.
10
(b) That if at any time the Crty shall desire to amend the Eighteenth Supplement under this
Section, the City shall cause notice of the proposed amendment to be published m a financial
newspaper or journal published m the Crty of New York, New York, and a newspaper of general
circulation in the Crty once dunng each calendar week for at least two (2) successive calendar weeks.
Such notice shall bnefly set forth the nature of the proposed amendment and shall state that a copy
thereof is on file at the principal office of the Paying Agent/Registrar for inspection by all owners of
the Bonds. Such publication is not required, however if notice m writing is given to each owner of
the Bonds.
(c) That whenever at any time not less than thirty (30) days, and within one year from the
date of the first publication of said notice or other sernce of wntten notice the Crty shall receive an
instrument or instruments executed by the owners of at least a ma~onty m Outstanding Principal
Amount ofthe Bonds then Outstanding, which instrument or instruments shall refer to the proposed
amendment described m said notice and which specifically consent to and approve such amendment in
substantially the form of the copy thereof on file with the Paying Agent/Registrar the Crty Council of
the Crty may pass such amendment m substantially the same form.
(d) That upon the passage of any such amendment pursuant to the provisions of this Section,
this Eighteenth Supplement shall be deemed to be amended in accordance with such amendment, and
the respective nghts, duties and obligations under this Eighteenth Supplement of the City and all the
owners of then Outstanding Bonds shall thereafter be detemm~ed, exercised and enforced hereunder
subject m all respects to such amendment.
(e) That any consent given by the owners of a Bond pursuant to the provisions oftlus Section
shall be irrevocable for a penod of six (6) months from the date of the first. publication of the notice
provided for m this Section, and shall be conclusive and binding upon all future owners of the same
Bond dunng such penod. Such consent may be revoked at any time after six (6) months from the
date of the first publication of such notice by the owner who gave such consent, or by a successor in
title, by filing written notice thereof with the Paying Agent/Registrar and the City but such revocation
shall not be effective if the owners of at least a majority in Outstanding Pnncipal Amount of the
Bonds have, prior to the attempted revocation, consented to and approved the amendment.
(f) The foregoing provisions of this Section notwithstanding, the Crty by action of the City
Council may amend this Eighteenth Supplement without the consent of any owner of the Bonds or
any other Panty Obligations, solely for any one or more of the following purposes
(1) To add to the covenants and agreements of the City m this Eighteenth Supplement
contained, other covenants and agreements thereafter to be observed, grant additional rights
or remedies to the owners of the Bonds or to surrender restrict or limit any nght or power
herein reserved to or conferred upon the City
(2) To make such provisions for the purpose of curing any ambiguity or curing,
correcting or supplementing any defective provision contained in this Eighteenth Supplement,
11
or in regard to clarifying matters or questions ansing under this Eighteenth Supplement, as are
necessary or desirable and not contrary to or inconsistent with this Eighteenth Supplement
and which shall not adversely affect the interests of the owners of the Bonds then
Outstanding;
(3) To modify any of the provisions of this Eighteenth Supplement in any other
respect whatever provided that such modification shall be, and be expressed to be, effective
only after the Bonds Outstanding at the date of the adoption of such modification shall cease
to be Outstanding;
(4) To make such amendments to this Eighteenth Supplement as may be required, in
the opimon of Bond Counsel, to ensure compliance with sections 103 and 141 through 150 of
the Code and the regulations promulgated thereunder and applicable thereto
(5) To make such changes, modifications or amendments as may be necessary or
desirable in order to allow the owners of the Bonds to thereafter avail themselves of a book
entry system for payments, transfers and other matters relating to the Bonds, which changes,
modifications or amendments are not contrary to or inconsistent with other provisions of this
Eighteenth Supplement and which shall not adversely affect the interests of the owners of the
Bonds,
(6) To make such changes, modifications or amendments as are pernitted by Section
18(c)(vi) of this Eighteenth Supplement;
(7) To make such changes, modifications or amendments as may be necessary or
desirable in order to obtain or maintain the granting of a rating on the Bonds by a Rating
Agency or to obtain or maintain a Credit Agreement or a Credit Facility issued in support of
the Bonds, and
(8) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the Bonds, in order
to the extent permitted bylaw to facilitate the economic and practical utilization of interest
rate swap agreements, foreign currency exchange .agreements, or similar type of agreements
with respect to the Bonds.
Notice of any such amendment maybe published by the City in the manner described in clause (b) of
this Section, provided, however that the publication of such notice shall not constitute a condition
precedent to the adoption of such amendatory ordinance and the failure to publish such notice shall
not adversely affect the implementation of such amendment as adopted pursuant to such amendatory
ordinance.
(g) Ownership of the Bonds shall be established by the Registration Books maintained by
the Paying Agent/Registrar in its capacity as registrar and transfer agent for the Bonds.
Section 17 DAMAGED MUTILATED LOST STOLEN, OR DESTROYED BONDS (a)
That in the event any Outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying
Agent/Registrar shall cause to be panted, executed, and delivered, a new bond of the same principal
i2
amount, maturity and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in
replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall
be made to the Paying Agent/Registrar In every case of loss, theft, or destruction of a Bond, the
applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such
security or indemmty as may be required by them to save each of them harmless from any loss or
damage with respect thereto Also, in every case of loss, theft, or destruction of a Bond, the
applicant shall fizrnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of
the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or
mutilation of a Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the
Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall
have matured, and no default has occurred which is then continuing in the payment ofthe pnricipal of,
premium, if any or interest on the Bond, the City may authorize the payment of the same (without
surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement
Bond, provided secunty or indemmty is furnished as above provided in this Section.
(d) Pnor to the issuance of any replacement bond, the Paying Agent/Registrar shall charge
the owner of such Bond with all legal, panting, and other expenses in connection therewith. Every
replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond
is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether the lost,
stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of this Eighteenth Supplement equally and proportionately with any and all
other Bonds duly issued under this Eighteenth Supplement.
(e) In accordance with Chapter 1206, this Section of this Eighteenth Supplement shall
constitute authonty for the issuance of any such replacement bond without necessity of further action
by the City Council of the City or any other body or person, and the duty of the replacement of such
bonds is hereby authorized and imposed upon the Paying Agent/Registrar and the Paying
AgentlRegistrar shall authenticate and deliver such bonds in the form and manner and with the effect,
as provided in Section 5(a) of this Eighteenth Supplement for Bonds issued in exchange for other
Bonds.
Section 18 CONTINUING DISCLOSURE UNDERTAKING (a) Annual Reports. (i)
That the City shall provide annually to the MSRB within six months after the end of each Fiscal Year
ending in or after 2010 financial information and operating data with respect to the City of the
general type described in Exhibit C hereto Any financial statements so to be provided shall be (1)
prepared in accordance with the accounting principles described in Exhibit C hereto, or such other
accounting principles as the City maybe required to employ from time to time pursuant to state law
or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is
completed within the period dunng which they must be provided. If the audit of such financial
13
statements ns not complete wnthun such period, then the City shall provide unaudited financial
statements within such period and shall provide audited financial statements for the applicable Fiscal
Year to the MSRB when and of the audit report on such statements becomes available.
(ii) If the Cnty changes its Fiscal Year it will notify the MSRB of the change (and of the date
of the new Fiscal Year end) prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section. The financial information
and operating data to be provided pursuant to this Section may be set forth nn full nn one or more
documents or may be included by specific reference to any document (including an official statement
or other offering document, of rat ns available from the MSRB) that theretofore has been provided to
the MSRB or filed with the SEC Filings shall be made electromcally nn such format as ns prescribed
by the MSRB
(b) Material Event Notices. The City shall notify the MSRB, nn a timely manner of any of
the following events with respect to the Bonds, if such event ns material vvnthnn the meaning of the
federal secuntnes laws
1 Pnncnpal and interest payment delnnquencnes,
2 Non-payment related defaults;
3 Unscheduled draws on debt sernce reserves reflecting financial difficultnes;
4 Unscheduled draws on credit enhancements reflecting financnal dnfficultnes,
5 Substrtutnon of credit or lnqundnty providers, or them failure to perform,
6 Adverse tax opnmons or events affectnng the tax-exempt status of the Bonds,
7 Modnficatnons to nghts of holders of the Bonds,
8 Bond calls,
9 Defeasances,
10 Release, substitution, or sale of property securing repayment of the Bonds,
and
11 Ratnng changes.
The Crty shall notify the MSRB, nn a tamely manner of any failure by the City to provide financial
nnformatnon or operating data nn accordance with subsection (a) of this Section by the tame required
by such subsection.
(c) Limitations. Disclaimers, and Amendments. (i) The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an obligated person wrath respect to the Bonds within the meamng of the Rule, except that
the Crty in any event will gave notice of any deposit made in accordance wrath this Eighteenth
Supplement or applicable law that causes Bonds no longer to be outstanding.
(ii) The provisions of thus Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall gave any benefit or any legal or
equitable right, remedy or claim hereunder to any other person. The City undertakes to provide only
the financial information, operating data, financial statements, and notices whiich rat has expressly
agreed to provide pursuant to thus Section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's financial results,
condition, or prospects or to update any information provided in accordance wrath thus Section or
14
otherwise, except as expressly provided herein. The City does not make any representation or
warranty concerning such information or its usefulness to a decision to invest nn or sell Bonds at any
future date.
(ini) UNDER NO CIRCUMSTANCES SHALL THE CITY BE.LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON IN CONTRACT OR
TORT FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM. ANY BREACH BY
THE CITY WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART OF ANY
COVENANT SPECIFIED IN THIS SECTION BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON IN CONTRACT OR TORT FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIlVIITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE
(iv) No default by the City nn obsernng or performnng rts obligations under this Section shall
comprise a breach of or default under this Eighteenth Supplement for purposes of any other provision
of this Eighteenth Supplement. Nothing in thus Section ns intended or shall act to dnsclanm, wanve, or
otherwise lnmit the duties of the City under federal and state secuntnes laws.
(v) Should the Rule be amended to obligate the Cnty to make filnngs wrath or provnde notices to
entntnes other than the MSRB the City agrees to undertake such obingation nn accordance wrath the
Rule as amended.
(vi) The provisions of this Section may be amended by the Cnty from time to tame to adapt to
changed circumstances that arse from a change in legal requirements, a change in law or a change in
the identity nature, status, or type of operatnons of the City but only if (1) the provisions of this
Section, as so amended, would have permitted an underwater to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking unto account any amendments or
interpretations of the Rule since such offering as well as such changed cnrcumstances and (2) either
(a) the Holders of a majority in aggregate pnncnpal amount (or any greater amount required by any
other provision of this Enghteenth Supplement that authorizes such an amendment) ofthe outstanding
Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the interest of
the holders and beneficial owners of the Bonds. If the City so amends the provisions of this Section,
rat shall include with any amended financial information or operating data next provided rn accordance
with subsection (a) of this Sectnon an explanatnon, in narrative form, of the reason for the amendment
and of the impact of any change in the type of financial informatnon or operatnng. data so provided.
Sectnon 19 EIGHTEENTH SUPPLEMENT TO CONSTITUTE A CONTRACT EQUAL
SECURITY That in consideration of the acceptance of the Bonds, the issuance of whnch is
authorized hereunder by those who shall hold the same from tame to time, thus Enghteenth
Supplement shall be deemed to be and shall constitute a contract between the City and the Holders
from tame to tame of the Bonds and the pledge made in this Eighteenth Supplement by the City and
the covenants and agreements set forth in this Eighteenth Supplement to be performed by the City
shall be for the equal and proportionate benefit, security and protection of all Holders, without
preference, priority or distinctnon as to secuaty or otherwise of any of the Bonds authorized
hereunder over any of the others by reason of time of nssuance, sale, or maturity thereof or otherwise
15
for any cause whatsoever except as expressly provided in or permitted by this Eighteenth
Supplement.
Section 20 SEVERABILITY OF INVALID PROVISIONS That if any one or more ofthe
covenants, agreements, or provisions herein contained shall be held contrary to any express provisions
of law or contrary to the policy of express law though not expressly prohibited, or against public
policy or shall for any reason whatsoever be held invalid, then such covenants, agreements, or
provisions shall be null and void and shall be deemed separable from the remaining covenants,
agreements, or provisions and shall in no way affect the validity of any of the other provisions hereof
or of the Bonds issued hereunder
Section 21 PAYMENT AND PERFORMANCE ON BUSINESS DAYS That, except as
provided to the contrary in the FORM OF BOND whenever under the terms of this Eighteenth
Supplement or the Bonds, the performance date of any provision hereof or thereof, including the
payment of principal of or interest on the Bonds, shall occur on a day other than a Business Day then
the performance thereof, including the payment of pnncipal of and interest on the Bonds, need not be
made on such day but may be performed or paid, as the case maybe, on the next succeeding Business
Day with the same force and effect as if made on the date of performance or payment.
Section 22 LIlVIITATION OF BENEFITS WITH RESPECT TO THE EIGHTEENTH
SUPPLEMENT That with the exception of the rights or benefits herein expressly conferred, nothing
expressed or contained herein or implied from the provisions of this Eighteenth Supplement or the
Bonds is intended or should be construed to confer upon or give to any person other than the City
the Holders, and the Paying Agent/Registrar any legal or equitable right, remedy or claim under or
by reason of or in respect to this Eighteenth Supplement or any covenant, condition, stipulation,
promise, agreement, or provision herein contained. This Eighteenth Supplement and all of the
covenants, conditions, stipulations, promises, agreements, and provisions hereof are intended to be
and shall be for and inure to the sole and exclusive benefit of the City the Holders, and the Paying
Agent/Registrar as herein and therein provided.
~ c~~~ 1~(a-.~~,~f-~ ~~
Section 23 SALE OF BONDS That the sale of the Bonds to ~~~~ and associates
the 'Purchasers'), at a price of par and accrued interest on the Bonds to the date of delivery plus
o ~ ~~ premium in the amount of $ is authorized, ratified and confirmed. The Bonds were sold
1 ~ i pursuant to the teens of a 'Notice of Sale and Bidding Instructions" 'Official Bid Form and
1 ~-(~ ~~ 'Official Statement" the use of these documents, a true and correct copy of each document being
attached to this Eighteenth Supplement, is approved. The City Council hereby finds, determines and
declares that the Bonds were sold to the highest bidder at teens that were the most advantageous
reasonably obtained. One Bond in the pnncipal amount maturing on each maturity date as set out in
Section 3 of this Eighteenth Supplement shall be delivered to the Purchasers, and the Purchasers shall
have the right to exchange such certificates as provided in Section 5 of this Eighteenth Supplement
without cost. The City Council hereby ratifies the use of the 'Preliminary Official Statement"
prepared in connection with the sale of the Bonds. The City Council hereby authorizes the payment
of the fee of the Office of the Attorney General of the State of Texas for the examination of the
proceedings relating to the issuance of the Bonds, in the amount determined in accordance with the
provisions of Section 1202 004 Texas Government Code.
16
~2~ 2 (~, S S( ~'3
Section 24 REASONS FOR REFUNDING That the City hereby finds that the issuance of
the Bonds for the purpose of refunding the Refunded Bonds to realize a net present value savings is a
public purpose. The refunding of the Refunded Bonds produces (i) a net resent value savings of
"~"" and (ii) a gross savings of $ e e n ed Bonds shal be cane or
~'~ ~ ~ 9 d~ redemption on the redemption date or dates set forth in Schedule I, at the applicable redemption price
0~ b (p~ to the date fixed for redemption as provided in Schedule I. The City Manager or the designee thereof
shall take such actions as are necessary to cause the required notice of redemption to be given in
accordance with the terms of each ordinance for the Refunded Bonds called for redemption.
Section 25 ESCROW AGREEMENT That the Crty Manager of the City is hereby
authorized and directed to execute, the City Secretary is authonzed to attest, and the City Attorney is
authorized to approve as to fonn, on behalf of the City the Escrow Agreement covering the use of
the moneys to be deposited in accordance with the teens thereof, for the benefit of the holders of the
Refunded Bonds being retired with the proceeds from the sale of the Bonds, the form of which being
in substantially the form attached to this Eighteenth Supplement.
Section 26 FURTHER PROCEDURES That the Mayor the City Manager any Assistant
Cit Mana er the ,the City Secretary or any Assistant City Secretary and all
other officers, employees, and agents of the Crty and each of them, shall be and they are hereby
expressly authorized, empowered and directed from time to time and at any time to do and perform
all such acts and things and to execute, acknowledge and deliver in the name and under the corporate
seal and on behalf of the Crty all such instruments, whether herein mentioned, as may be necessary or
h ovr ~ ~ desirable in order to carry out the terms and provisions of this Eighteenth Supplement and the Bonds,
~c,t./ including, but not limited to, conforming documents to receive the approval of the Texas Attorney
General and to receive ratings from municipal bond rating agencies.
~ Section 2? APPROVAL AND REGISTRATION OF BONDS That the City Manager of
the Crty is hereby authonzed to have control of the Bonds and all necessary records and proceedings
pertaining to the Bonds pending their delivery and their investigation, examination and approval by
the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the Bonds, said Comptroller ofPublic Accounts
(or a deputy designated in venting to act for said Comptroller) shall manually sign the Comptroller's
Registration Certificate accompanying the Bonds, and the seal of said Comptroller shall be unpressed,
or placed in facsimile, on each such certificate.
Section 28 DTC REGISTRATION That the Bonds initially shall be issued and delivered in
such manner that no physical distribution of the Bonds will be made to the public, and The Depository
Trust Company ("DTC"), New York, New York, initially will act as depository for the Bonds. DTC
has represented that it is a limited purpose trust company incorporated under the laws of the State of
New York, a member of the Federal Reserve System, a clearing corporation within the meaniing of
the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A of
the Securities Exchange Act of 1934 as amended, and the City accepts, but in no way verifies, such
representations. The Bonds initially authorized by this Eighteenth Supplement shall be delivered to
and registered in the name of CEDE & CO the nominee of DTC It is expected that DTC will hold
the Bonds on behalf of the Purchasers and their respective participants. So long as each Bond is
registered in the name of CEDE & CO the Paying Agent/Registrar shall treat and deal with DTC the
17
same m all respects as if rt were the actual and beneficial owner thereof. It is expected that DTC will
maintain a book-entry system which will identify ownership of the Bonds m integral amounts of
$5 000 with transfers of ownership being effected on the records of DTC and its participants
pursuant to rules and regulations established by them, and that the Bonds uitially deposited vv~th DTC
shall be immobilized and not be further exchanged for substitute Bonds except as hereinafter
provided. The City is not responsible or liable for any functions of DTC, will not be responsible for
paying any fees or charges with respect to its services, will not be responsible or liable for
maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any
interests or rights of the beneficial owners of the Bonds. It shall be the duty of the DTC Participants,
as defined in the Official Statement herein approved, to make all arrangements with DTC to establish
thus book-entry system, the beneficial ownership of the Bonds, and the method of paying the fees and
charges of DTC The City does not represent, nor does it in any way covenant, that the initial book
entry system established with DTC will be maintained in the future Notwithstanding the initial
establishment of the foregoing book-entry system with DTC, if for any reason any of the originally
delivered Bonds is duly filed with the Paying AgentlRegistrar with proper request for transfer and
substitution, as provided for in this Eighteenth Supplement, substitute Bonds will be duly delivered as
provided in this Eighteenth Supplement, and there will be no assurance or representation that any
book-entry system will be maintained for such Bonds. To effect the establishment of the foregoing
book-entry system, the Crty has executed and filed with DTC the 'Blanket DTC Letter of
Representations in the form provided by DTC to evidence the City's intent to establish said book
entry system.
Section 29 DEFAULT AND REMEDIES (a) Events of Default. That each of the
following occurrences or events for the purpose of this Eighteenth Supplement is hereby declared to
be an Event of Default•
(i) the failure to make payment of the principal of any of the Bonds when the same
becomes due and payable, or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City the failure to perform which materially adversely affects the rights of
the registered owners of the Bonds, including, but not limited to, their prospect or ability to
be repaid in accordance with this Eighteenth Supplement, and the continuation thereof for a
period of sixty (60) days after notice of such default is given by any registered owner to the
City
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any registered
owner or an authorized representative thereof, including, but not limited to, a trustee or
trustees therefor may proceed against the City or any official, officer or employee ofthe City
in their official capacity for the purpose of protecting and enforcing the nghts of the
registered owners under this Eighteenth Supplement, by mandamus or other suit, action or
special proceeding in equity or at law in any court of competent }unsdiction, for any relief
permitted bylaw including the specific performance of any covenant or agreement contained
18
herein, or thereby to enjoin any act or thing that maybe unlawful or in violation of any right
of the registered owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all registered owners of Bonds then Outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity provided, however that notwithstanding any other provision of
this Eighteenth Supplement, the nght to accelerate the debt evidenced by the Bonds shall not
be available as a remedy under this Eighteenth Supplement.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy
(iii) By accepting the delivery of a Bond authorized under this Eighteenth
Supplement, such registered owner agrees that the certifications required to effectuate any
covenants or representations contained in this Eighteenth Supplement do not and shall never
constitute or give rise to a personal or pecuniary liability or charge against the officers,
employees or members of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer agent,
or employee of the City shall be charged personally by the registered owners with any
liability or be held personally liable to the registered owners under any term or provision of
this Eighteenth Supplement, or because of any Event of Default or alleged Event of Default
under this Eighteenth Supplement.
Section 30 USE OF PROCEEDS That the proceeds from the sale of the Bonds shall be
used in the manner described in the letter of instructions executed by the City or by its financial
advisor on behalf of the City The foregoing notwithstanding, proceeds representing accrued interest
on the Bonds, if any shall be deposited to the credit of the Debt Service Fund, and proceeds
representing prerruum on the Bonds, if any shall be used in a manner consistent with the provisions of
Section 1201 041(d), Texas Government Code.
Section 31 PREAMBLE That the preamble to this Eighteenth Supplement is hereby
incorporated by reference, and is to be considered a part of the operative text of this Eighteenth
Supplement.
Section 32. RULES OF CONSTRUCTION That for all purposes of this Eighteenth
Supplement, unless the context requires otherwise, all references to designated Sections and other
subdivisions are to the Sections and other subdivisions of t}us Eighteenth Supplement. The words
'herein 'hereof' and 'hereunder" and other words of similar import refer to this Eighteenth
19
Supplement as a whole and not to any particular Section or other subdivision. Except where the
context otherwise requires, terms defined m this Eighteenth Supplement to impart the singular
number shall be considered to include the plural number and vice versa. References to any named
person means that party and its successors and assigns. References to any constitutional, statutory or
regulatory provision means such provision as rt exists on the date this Eighteenth Supplement is
adopted by the City and any future amendments thereto or successor provisions thereof. All
ordinances and resolutions or parts thereof m conflict herewith are hereby repealed.
Section 33 IlVINIEDIATE EFFECT That this Eighteenth Supplement shall be effective
immediately from and after its passage m accordance with the provisions of Section 1201 028, Texas
Government Code, and rt is accordingly so ordained.
SIGNED AND SEALED THIS 27TH DAY OF APRIL, 2010
Mayor
City of Fort Worth,
~~
City Secretary
APPROVED AS TO FORM AND LEGALITY
City Attorney
' (SEAL) ~
\,
,~~
,~
r
c~
~~ i
~,
20
SCHEDULE I
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM
SUBORDINATE LIEN REVENUE BONDS, SERIES 1998, dated March 1 1998,
all bonds maturing on March 1 m each of the years 2011 through 2418 m the
following principal amounts.
2011 $3,250 400
2012 $3,390 000
2013 $3 540 000
2014 $3 695 000
2015 $3 860 000
2016 $4 03 5 000
2017 $4,215 000
2018 $4 405 000
aggregating $30,390 000 in principal amount, REDEMPTION DATE June 28, 2010
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM
SUBORDINATE LIEN REVENUE BONDS, SERIES 1999 dated July 1 1999 all
bonds maturing on March 1 in each of the years 2011 through 2019 in the following
principal amounts
2011 $1 945 000
2012 $2,030 000
2013 $2,120 000
2014 $2,215 000
2015 $2,310 000
2016 $2,415 000
2017 $2,525 000
2018 $2,640 000
2019 $2,765 000
aggregating $20 965 000 m principal amount; REDEMPTION DATE June 28, 2010
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM
SUBORDINATE LIEN REVENUE BONDS, SERIES 1999A, dated December 1
1999 all bonds maturing on March 1 in each of the years 2011 through 2020 in the
following principal amounts.
2011 $3 015 000
2012 $3 150 000
2013 $3,295 000
2014 $3 445 000
2015 $3 610 000
2016 $3 785 000
2017 $3 970 000
2018 $4 170 000
2019 $4,375 000
2020 $4,595 000
aggregating $37 410 000 m pnncipal amount; REDEMPTION DATE. June 28, 2010
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE
REFUNDING AND IlVIPROVEMENT BONDS, SERIES 2000B, dated October 15
2000 all bonds matunng on February 15 in each of the years 2011 through 2020
inclusive, in the following pnncipal amounts
2011 $2, 515 000
2012 $2,645 000
2013 $2,785 000
2014 $1 43 5 000
2015 $1 520 000
2016 $1 610 000
2017 $1 700 000
2018 $1 800 000
2019 $1 900 000
2020 $2,005 000
aggregating $19 915 000 in principal amount; REDEMPTION DATE August 15
2010
The redemption pace for all of the obligations described above is par plus accrued interest to the date
fixed for redemption.
EXHIBIT A
That, as used m this Eighteenth Supplement, the following terms shall have the meanings set
forth below unless the text hereof specifically indicates otherwise
Authentication Certnficate" shall have the mearing gnven said term m Section 5(a) of the
Eighteenth Supplement.
Authorized Denomination" shall have the meamng given sand tenor m Section 2 of the
Eighteenth Supplement.
'Bonds means the Serves 2010 Bonds.
'Business Day" means a day other than a Sunday Saturday a legal holiday or a day onwhich
banknng institutions m the city where the Designated Trust Office of the Paying AgentlRegistrar is
located are authorized by law or executive order to close.
'Chapter 9" means Chapter 9 Texas Business & Commerce Code.
"Chapter 1206 means Chapter 1206 Texas Government Code
'Chapter 1207" means Chapter 1207 Texas Government Code.
'Chapter 1208 means Chapter 1208, Texas Government Code.
'Designated Trust Office means the cnty so designated in Section 5(a) of the Eighteenth
Supplement.
'DTC shall have the meaning given said term m Sectnon 28 of the Eighteenth Supplement.
'Eighteenth Supplement" means the ordinance authorizing the issuance of the Bonds.
'Eighth Supplement" means the ordinance authorizing the issuance of the Serves 2000B
Bonds.
'Eleventh Supplement means the ordinance authorizing the issuance of the Serves 2003A
Bonds.
'Escrow Agreement" shall mean the Escrow Agreement between the City and the escrow
agent named therein, executed and delivered in connection with the refunding of the Refunded Bonds.
'Fifteenth Supplement" means the ordinance authonzmg the issuance of the Series 2007
Bonds.
'Fourteenth Supplement" means the ordinance authonzmg the issuance of the Series 2005A
Bonds.
A-1
'Master Ordinance" means the 'Master Ordinance establishing the City of Fort Worth Texas
Water and Sewer System Revenue Financing Program passed by the City on December 10 1991
'MSRB means the Municipal Securities Rulemaking Board.
'Ninth Supplement" means the ordinance authorizing the issuance of the Serves 2001 Bonds.
'Paying Agent/Registrar" means the financial institution specified m Section 5(a) of the
Eighteenth Supplement.
'Previously Issued Panty Bonds" means the Serves 1998 Bonds, the Serves 2000 Bonds, the
Series 2000B Bonds, the Serves 2001 Bonds, the Series 2003 Bonds, the Serves 2003A Bonds, the
Serves 2005 Bonds, the Series 2005A Bonds, the Serves 2007 Bonds, the Serves 2008 Bonds and the
Serves 2009 Bonds.
'Purchasers means the entity or entities identified in Section 23 of the Eighteenth
Supplement.
'Refunded Bonds means those bonds identified in Schedule I attached to this Ordinance.
'Registration Books" shall have the meaning given said teen in Section 5(a) of the Eighteenth
Supplement.
'Rule means SEC Rule 15c2-12, as amended from time to time
SEC" means the United States Securities and Exchange Commission.
Serves 1998 Bonds means the City ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Serves 1998, authorized by the Sixth Supplement.
Serves 2000 Bonds means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Serves 2000 authorized by the Seventh Supplement.
Serves 2000B Bonds means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Serves 2000B authorized by the Eighth Supplement.
Serves 2001 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2001 authorized by the Ninth Supplement.
Serves 2003 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Serves 2003 authorized by the Tenth Supplement.
Serves 2003A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2003A, authorized by the Eleventh Supplement.
A-2
"Serves 2005 Bonds" means the Crty ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2005 authorized by the Thirteenth Supplement.
Senes 2005A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Senes 2005A, authorized by the Fourteenth Supplement.
"Senes 2007 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Senes 2007 authorized by the Fifteenth Supplement.
Senes 2008 Bonds means the Crty ofFort Worth, Texas Water and Sewer System Revenue
Refunding Bonds, Serves 2008 authorized by the Sixteenth Supplement.
Senes 2009 Bonds means the City ofFort Worth, Texas Water and Sewer System Revenue
Bonds, Serves 2009 authorized by the Seventeenth Supplement.
Senes 2010 Bonds means the Crty ofFort Worth, Texas Water and Sewer System Revenue
Refunding Bonds, Serves 2010 authorized by the Eighteenth Supplement.
Seventeenth Supplement" means the ordinance authorizing the issuance of the Series 2009
Bonds.
Bonds.
Bonds.
bonds
Bonds.
Seventh Supplement" means the ordinance authorizing the issuance of the Serves 2000
Sixteenth Supplement" means the ordinance authorizing the issuance of the Senes 2008
Sixth Supplement" means the ordinance authorizing the issuance of the Serves 1998 Bonds.
'Tenth Supplement" means the ordinance authorizing the issuance ofthe Serves 2003 Bonds.
'Tenn Bonds" means those Bonds, if any identified m the Eighteenth Supplement as 'teen
'Thirteenth Supplement" means the ordinance authorizing the issuance of the Senes 2005
A-3
EXHIBIT B
NO
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT DENTON AND WISE
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE
REFUNDING BOND SERIES 2010
MATURITY DATE INTEREST RATE DATED DATE CUSII'
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT DENTON AND WISE COUNTIES, TEXAS (the "Issuer"), hereby prorruses to pay to
or to the registered assignee hereof (either being hereinafter called the
'registered owner") the principal amount of
and to pay interest thereon from the dated date specified above, on August 15 2010 and serruannually
on each February 15 and August 15 thereafter to the maturity date specified above, at the interest rate
per annum specified above, except that if the Pa}nng Agent/Registrar's Authentication Certificate
appearing on the face of this Bond is dated later than August 15 2010 such interest is payable
serruannually on each February 15 and August 15 following such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable m lawful money of the
United States of America, without exchange or collection charges. The principal oftlus Bond shall be
paid to the registered owner hereof upon presentation and surrender of this Bond at maturity at the
designated corporate trust office m Fort Worth, Texas (the 'Designated Trust Office"), of Wells
Fargo Bank, National Association, which is the 'Paying Agent/Registrar" for this Bond. The payment
of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof
on each interest payment date by check or draft, dated as of such interest payment date, drawn by the
Pa}nng Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance
authonzmg the issuance of this Bond (the 'Bond Ordinance') to be on deposit with the Paying
AgentlRegistrar for such purpose as hereinafter provided, and such check or draft shall be sent by the
Paying Agent/Registrar by Umted States mail, first-class postage prepaid, on each such interest
payment date, to the registered owner hereof, at its address as it appeared on the last Business Day of
the month next preceding each such date (the 'Record Date") on the Registration Books kept by the
Paying Agent/Registrar as hereinafter described. Any accrued interest due at matunty or upon the
redemption of this Bond prior to matunty as provided herein shall be paid to the registered owner
upon presentation and surrender of this Bond for redemption and payment at the Designated Trust
B-1
Office of the Paying Agent/Regnstrar The Issuer has covenanted nn the Bond Ordinance that on or
before each principal payment date, interest payment date, and accrued interest payment date for this
Bond nt will make available to the Paying Agent/Registrar from the 'Debt Service Fund created by
the ordinance establishing the Cnty of Fort Worth, Texas Water and Sewer System Revenue Financing
Program (the 'Master Ordinance"), the amounts required to provide for the payment, in immediately
available funds, of all principal of and interest on the Bonds, when due.
IN THE EVENT of anon-payment of interest on a scheduled payment date, and for 30 days
thereafter anew record date for such interest payment (a Special Record Date") will be established
by the Paying Agent/Regnstrar if and when funds for the payment of such interest have been received
from the Issuer Notice of the Special Record Date and of the scheduled payment date of the past
due interest ("Special Payment Date" whuch shall be 15 days after the Special Record Date) shall be
sent at least five business days prior to the Special Record, Date by Urited States mail, first class
postage prepaid, to the address of each registered owner appearing on the registration books of the
Paying Agent/Registrar at the close of business on the last business day next preceding the date of
mailing of such notice.
IF THE DATE for the payment of the principal of or interest on thus Bond shall be a Saturday
Sunday a legal holiday or a day on which banking nnstntutions m the City where the Designated Trust
Office of the Paying Agent/Registrar islocated are authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day which is not such a Saturday Sunday
legal holiday or day on which banking institutions are authorized to close; and payment on such date
shall have the same force and effect as if made on the original date payment was due.
Notwithstanding the foregoing, during any period m which ownership of the Bonds is deternined
only •by a book entry at a securities depository for the Bonds, any payment to the securities
depository or its nominee or registered assigns, shall be made nn accordance with existing
arrangements between the Board and the securities depository
THIS BOND ns one of a series of bonds of like tenor and effect except as to number pnncnpal
amount, interest rate, and maturity dated as of the dated date specified above, aggregating
$98 855 000 (herein sometimes called the 'Bonds'), issued for the purpose of (i) refunding the
Refunded Bonds (as defined in the Bond Ordinance) and (ii) paying the costs of issuance associated
with the Bonds. The Bonds shall be issued m any denomination or denominations in any integral
multiple of $5 000 (an Authorized Denonnination') All capitalized terms not defined herein shall
have the same meaning as given said terms m the Master Ordinance or the Bond Ordinance.
ALL BONDS OF THIS SERIES are nssuable solely as fully registered bonds, vv~thout interest
coupons, in the denomination of any Authorized Denomination. As provided in the Bond Ordinance;
this Bond may at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, converted unto and exchanged for a like aggregate amount of fully registered Bonds,
without interest coupons, payable to the appropriate registered owner assignee or assignees, as the
case may be, having any authorized denomination or denominations as requested in writing by the
appropriate registered owner assignee or assignees, as the case maybe, upon surrender of this Bond
to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set
forth in the Bond Ordinance Among other requirements for such assignment and transfer this Bond
must be presented and surrendered to the Paying Agent/Registrar at the Designated Trust Office,
B-2
together with proper instruments of assignment, inform and with guarantee of signatures satisfactory
to the Paying Agent/Registrar evidencing assignment of this Bond or any portion or portions hereof
in any authorized denorrunation to the assignee or assignees in whose name or names this Bond or any
such portion or portions hereof is or are to be registered. The form of Assignment punted or
endorsed on this Bond maybe executed by the registered owner to evidence the assignment hereof,
but such method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the registered owner The one requesting such conversion and exchange
shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for convert
ing and exchanging any Bond or portion thereof. In any circumstance, any taxes or governmental
charges required to be paid with respect thereto shall be paid by the one requesting such assignment,
transfer conversion or exchange, as a condition precedent to the exercise of such privilege. The fore-
going notwithstanding, in the case of the conversion and exchange of an assigned and transferred
Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying
Agent/Registrar will be paid by the Issuer
IN THE EVENT any Paying AgentlRegistrar for the Bonds is changed by the Issuer resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor whose qualifications are substan-
tially similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written
notice thereof to be mailed to the registered owners of the Bonds
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transfemng
this Bond shall be modified to require the appropriate person or entity to meet the requirements ofthe
securities depository as to registering or transfemng the book entry to produce the same effect.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Master Ordinance and the Bond Ordinance,
agrees to be bound by such terms and provisions, acknowledges that the Master Ordinance and the
Bond Ordinance are duly recorded and available for inspection in the official minutes and records of
the Issuer and agrees that the terms and provisions of this Bond, the Master Ordinance and the Bond
Ordinance constitute a contract between each registered owner hereof and the Issuer
THE BONDS are special obligations of the Issuer payable solely from and equally secured by
a first lien on and pledge of the Pledged Revenues of the System. The Issuer has reserved the right,
subject to the restrictions stated, and adopted by reference, in the Master Ordinance, to issue
additional panty revenue obligations which also may be made payable from, and secured by a first lien
on and pledge of, the Pledged Revenues. For a more complete description and identification of the
revenues and funds pledged to the payment of the Bonds, and other obligations of the Issuer secured
by and payable from the same source or sources as the Bonds, reference is hereby made to the Master
Ordinance and the Bond Ordinance.
THE ISSUER has reserved the right, subject to the restrictions stated, and adopted by
reference, in the Bond Ordinance, to amend the Bond Ordinance; and under some (but not all)
circumstances amendments must be approved by the owners of a ma~onty in Outstanding Principal
Amount of the Bonds.
B-3
THE REGISTERED OWNER HEREOF shall never have the right to demand payment ofthis
obligation out of any funds raised or to be raised by taxation.
IT IS HEREBY certified and covenanted that this Bond has been duly and validly authorized,
issued and delivered, and that all acts, conditions and things required or proper to be performed, exist
and be done precedent to or in the authorization, issuance and delivery of this Bond have been
performed, existed and been done in accordance with law
IN WITNESS WHEREOF this Bond has been signed with the imprinted or lithographed
manual or facsimile signature of the Mayor of the Issuer attested by the imprinted or lithographed
facsimile signature of the City Secretary and approved as to form and legality by the imprinted or
lithographed facsimile signature of the City Attorney and the official seal of the Issuer has been duly
\t,, ~ ~ ~"'~ffiiced to, printed, lithographed or impressed on this Bond.
~,
CITY OF FORT WORTH, TEXAS
1
(SEAL)
`' By
ATTI/S'~
City Secretary
APPROVED AS TO FORM AND LEGALITY
~~
City Attorney
B-4
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed of thus Bond ns not accompanied by an executed
Regnstratnon Certnficate of the Comptroller of Pubinc Accounts
of the State of Texas)
It ns hereby certnfied that thus Bond has been nssued under the provnsnons of the proceedings
adopted by the Issuer as described nn the text of thus Bond, and that this Bond has been issued nn
exchange for or replacement of a bond, bonds, or a portnon of a bond or bonds of an nssue which
ongnnally was approved by the Attorney General of the State of Texas and regnstered by the
Comptroller of Pubinc Accounts of the State of Texas.
Dated WELLS FARGO BANK, NATIONAL ASSOCIATION
Paynng Agent/Regnstrar
By
Authorized Signatory
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE
OFFICE OF COMPTROLLER
STATE OF TEXAS
REGISTER NO
I hereby certnfy that this Bond has been examined, certnfied as to validity and approved by the
Attorney General of the State of Texas and that this Bond has been regnstered by the Comptroller of
Pubinc Accounts of the State of Texas.
Witness my sngnature and seal thus,
(SEAL)
Comptroller of Public Accounts of the
State of Texas
B-5
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please pant or typewrite name and address, including zip code of Transferee)
the within Bond and all rights thereunder and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the wrtlun Bond on the
books kept for registration thereof, with full power of
substitution in the premises.
Dated
Signature Guaranteed
NOTICE Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company
NOTICE The signature(s) above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular without alteration or
enlargement or any change whatsoever
B-6
Ezhibit C
to Eighteenth
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to m Section 18 of this Eighteenth Supplement.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
m accordance wrth such Section areas specified (and included m the Appendix or under the headings
of the Official Statement referred to) below
Tables 1 through 15 contained in the Official Statement; and
'Excerpts from the Annual Financial Report" as set forth in Appendix B to the
Official Statement
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
m the notes to the financial statements referred to in paragraph 1 above.
C-1
THE STATE OF TEXAS
COUNTIES OF TARRANT DENTON AND WISE
CITY OF FORT WORTH
I, Marty Hendnx, City Secretary of the City of Fort Worth, in the State of Texas, do hereby
certify that I have compared the attached and foregoing excerpt from the rrunutes of the regular
open, public meeting of the City Council of the City of Fort Worth, Texas held on April 27 2010, and
of the ordinance authorizing the issuance of Water and Sewer System Revenue Refunding Bonds,
Senes 2010 which was duly passed at said meeting, and that said copy is a true and correct copy of
said excerpt and the whole of said ordinance Said meeting was open to the public, and public notice
of the time, place, and purpose of said meeting was given, all as required by Chapter 551 Texas
Government Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of
Fort Worth, this 27th day of April, 2010
f City Secretary o e
City of Fort Worth, Texas
i
' " ° (SEAL)
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 4/27/2010 -Ord. No. 19131-04-2010
~~
DATE Tuesday April 27 2010 REFERENCE NO G-16912
LOG NAME 1310 WATER REFUNDING
SUBJECT
Adopt the Eighteenth Supplemental Ordinance Authorizing the Issuance and Sale of City of Fort Worth
Texas, Water and Sewer System Revenue Refunding Bonds Series 2010 in the Aggregate Principal
Amount of Approximately $98 855 000 00 Approving the Execution of a Deposit Agreement and Other
Instruments Related to the Issuance of the Bonds Repealing All Ordinances in Conflict Herewith and
Providing that this Ordinance Shall Be in Force and Effect From and After the Date of Its Passage
RECOMMENDATION
It is recommended that the City Council
1 Adopt supplemental ordinance authorizing the issuance and sale of City of Fort Worth Texas Water
and Sewer System Revenue Refunding Bonds Series 2010 in the aggregate principal amount of
approximately $98 855 000 00
2. Approve the execution of a Deposit Agreement and other instruments related to the issuance of the
bonds and
3 Authorize approximately $98 855 000 00 City of Fort Worth Texas Water and Sewer System Revenue
Refunding Bonds Series 2010 be sold to ,the bidder offering the lowest true
interest rate of percent.
DISCUSSION
Bids for approximately $98 855 000 00 City of Fort Worth Texas Water and Sewer System Revenue
Refund Bonds Series 2010 were received today April 27 2010 at 10 00 a m A summary of the true
interest rates for the bids received by the City is attached..
With the City able to return to the competitive market with bond issuances and considering the condition of
the current market, staff is recommending the following refunding opportunity within the Water and Sewer
System debt structure With the proposed refunding the City is anticipating average annual savings of
$ for the years 2011 through 2020 resulting in a total savings of $ , or _ percent of
the refunded principal amount. It is important to note that no debt maturities were extended to achieve this
savings so all outstanding debt being refunded will still be paid off at the current maturity schedules.
The issues included in the proposed refunding are detailed below
(000's)
Amount
Issue Refunded
Water and Sewer SRLF Series 1998 30 390
Water and Sewer SRLF Series 1999 20 965
Logname• 1310 WATER REFUNDING Page 1 of 2
Water and Sewer SRLF Series 1999A
Water and Sewer Revenue Series 20006
Total
37 410
19,915
108,680
Similar to the City's GO bonds and Certificates of Obligation from 2009 the par amount of the bonds
approximately $98 855 000 00 and the principal needed $108 680 000 are different due to the bonds
being sold in the market at a premium This provides the investor with higher paying coupons and allows
the City to issue fewer bonds.
Proceeds from the sale of the bonds will be used to refund the callable debt issues listed above and to pay
issuance costs No reserve will be established for this issuance
The Water Department issues debt under the authority of a Master Ordinance However each issuance
requires a supplemental ordinance that spells out the details specific to that issuance The ordinance
under consideration today is the eighteenth supplemental ordinance
FISCAL INFORMATION /CERTIFICATION
The Financial Management Services Director certifies that funding for the current annual debt service
payments is available from the current operating budget, as appropriated of the Water and Sewer System
Debt Service Fund
FUND CENTERS
TO Fund/Account/Centers
FROM Fund/Account/Centers
CERTIFICATIONS
Submitted for City Manager's Office b~ Karen Montgomery (6222)
Originating Department Head
Lena Ellis (8517)
Additional Information Contact: James Mauldin (2438)
Logname: 1310 WATER REFUNDING
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