HomeMy WebLinkAboutOrdinance 19159-05-2010ORDINANCE NO 19159-05-2010
NINETEENTH SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND- SALE qF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 2010A,
IN THE AGGREGATE PRINC]PAL AMOUNT OF $40 000 000•
APPROVING THE SALE OF THE BONDS TO THE TEXAS WATER DEVELOPMENT
BOARD 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 Financing Program for the purpose of providing a financing structure for
revenue supported indebtedness of the System, and
WHEREAS, said Program was established pursuant to the terms of a 'Master Ordinance
Establishing the Crty of Fort Worth, Texas Water and Sewer System Revenue Financing
Program (the 'Master Ordinance"); and
WHEREAS, unless otherwise defined herein, terms used herein shall have the meaning
given in the Master Ordinance and
WHEREAS, the Master Ordinance authorizes revenue supported indebtedness to be
issued, incurred or assumed pursuant to the terms of supplemental ordinances (any such
ordinance being 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" "Seventeenth Supplement" and 'Eighteenth
Supplement respectively and the 'Prior Supplements" collectively) pursuant to which (i) the
City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Serves 1991A
and Series 1991B, the Crty 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, Series 1996 the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 1997 the Crty of Fort Worth, Texas Water
and Sewer System Revenue Refunding and Improvement Bonds, Series 1998, the City of Fort
Worth, Texas Water and Sewer System Revenue Bonds, Series 2000 the City of Fort Worth,
Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2000B the
City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2001 the City of
Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series
2003 the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series
2003A, the City of Fort Worth, Texas Water and Sewer System Auction Rate Revenue Bonds,
Series 2004 the Crty of Fort Worth, Texas Water and Sewer System Revenue Refunding and
Improvement Bonds, Series 2005 the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2005A, the City of Fort Worth, Texas Water and Sewer
System Revenue Bonds, Serves 2007 the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2008, and the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2009 were issued, (ii) the City of Fort Worth, Texas Water and Sewer
System Revenue Refunding Bonds, Series 2010 were authorized to be issued, and are anticipated
to be delivered on May 27 2010 and (iii) 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 Series 1991A Bonds, Series 1991B Bonds, Series 1993 Bonds,
Series 1996 Bonds, Series 1997 Bonds and Series 2004 Bonds are rio longer are outstanding, and
the aforesaid Series 1998 Bonds, Series 2000 Bonds, Series 2000B Bonds, Series 2001 Bonds,
Series 2003 Bonds, Series 2003A Bonds, Series 2005 Bonds, Series 2005A Bonds, Series 2007
Bonds, Series 2008 Bonds, Series 2009 Bonds, and (in anticipation of being delivered prior to
the delivery of the bonds hereinafter authorized) Series 2010 Bonds are hereinafter referred to as
the 'Previously Issued Parity Bonds and
W AREAS, the Swap Agreements entered into pursuant to the terms of the Fourth
Supplement by their respective terms have expired, and the City has no further obligations
thereunder and
WHEREAS, the Previously Issued Parity Bonds are secured by a first lien on and pledge
of the Pledged Revenues of the System, and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
Chapter 1502, Texas Government Code, and other applicable laws, for the purpose of extending
and improving the City's combined water and sewer system, to-wit, extending and improving the
water system, as further described in this Nineteenth Supplement; and
2
WHEREAS, the Texas Water Development Board ("TWDB or the 'Board"), has
committed to purchase the bonds hereinafter authorized pursuant to Subchapter 1 of Chapter 15
Texas Water Code; and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
Chapter 1502, Texas Government Code, for the purposes set forth above.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCII. OF THE CITY
OF FORT WORTH, TEXAS
SECTION 1 DEFII~]ITIONS. That in addition to the definitions set forth in the
preamble of this Nineteenth Supplement, the. terms used in this Nineteenth Supplement (except
m the FORM OF BOND) and not otherwise defined shall have the meanings given in the Master
Ordinance, the Prior Supplements or to Exhibit A to this Nineteenth Supplement. Any
references in this Nineteenth Supplement to the 'FORM OF BOND" shall be to the form of the
Bonds as set forth m Exhibit B to this Nineteenth 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 an
Authorized Denomination The Bonds are hereby authorized to be issued in the aggregate
pnnc~pal amount of $40 000,000 for the purpose of (i) extending and improving the City's
combined water and sewer system, to-wit, extending and improving the water system, and (ii)
paying the costs of issuance of the Bonds. The Bonds shall be designated as the "City of Fort
Worth, Texas Water and Sewer System Revenue Bands, Series 2010A"
Section 3 DATES AND MATURITIES INTEREST RATES That the Bonds shall be
dated May 15 2010 shall be in any Authorized Denomination, shall be numbered consecutively
from R 1 upward, shall bear interest from their date of delivery in the manner described in the
FORM OF BOND at the rates per annum, and shall mature on February 15 in each of the years
and in the amounts, respectively as set forth in the following schedule:
YEARS PRINCIPAL, AMOUNTS ($)
2011 1 810 000
2012 1 810 000
2013 1 810 000
2014 1 810 000
2015 1 810 000
2016 1 820 000
2017 1 840 000
2018 1 860 000
2019 1 890,000
2020 1 920 000
2021 1,955 000
.2022 1 995 000
2023 2,035 000
2024 2,080 000
2025 2,125 000
2026 2,175 000
2027 2,225 000
2028 2,285 000
2029 2,340 000
2030 2,405 000
lINTEREST RATES (%~
0 00
0 00
0 00
0 00
0 36
0 80
1 11
1.35
1 55
1 74
1 84
1 97
2.09
2.18
2.26
2.35
2 43
251
2 56
2.62
Interest on the Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-
day months. The pnncipal 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 (a) Optional Redemption. That the City reserves the right to
redeem the Bonds maturing on and after February 15 2021 in whole or in part m pnncipal
amounts of $5 000 or any integral multiple thereof, and if in part, in inverse order of maturity on
August 15 2020 or on any date thereafter at the redemption price of par If less than all of the
Bonds are to be redeemed by the City the City shall determine the maturity or maturities and the
amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot Bonds,
or portions thereof, within such maturity or maturities and in such principal amounts, for
redemption.
(b) General Notice. Notice of any redemption of Bonds shall be given in the following
manner to-wit, (i) a wntten notice of such redemption shall be given to the registered owner of
each Bond or a portion thereof being called for redemption not more than sixty (60) days nor less
than thirty (30) days prior to the date fixed for such redemption by depositing such notice in the
United States mail, first-class postage prepaid, addressed to each such registered owner at the
address shown on the Registration Books of the Paying Agent/Registrar and (ii) at least thirty
(30) days prior to the date fixed for such redemption, a notice of such redemption shall ether be
published one time or posted electronically on the websrte of a financial journal or publication of
general circulation in the United States of America or the State of Texas which carries as a
regular feature notices of redemption of municipal bonds, provided, however that the failure to
send, mail, or receive such notice described in clause (i) above, or any defect therein or in the
sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the
redemption of any Bond, as publication or posting of notice as described in clause (ii) above
shall be the only notice actually required in connection with or as a prerequisite to the
redemption of any Bonds. By the date fixed for any such redemption due provision shall be
made by the City with the Paying Agent/Registrar for the payment of the required redemption
price for the Bonds or the portions thereof which are to be so redeemed. If such notice of
redemption is given, and if due provision for such payment is made, all as provided above, the
Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be
redeemed prior to their scheduled maturities, and shall not be regarded as being outstanding
except for the right of the owner to receive the redemption price from the Paying Agent/Registrar
out of the funds provided for such payment. The Paying Agent/Registrar shall record in the
Registration Books all such redemptions of pnncipal of the Bonds or any portion thereof, If a
portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same matunty
date, bearing interest at the same rate, in any Authorized Denomination at the written request of
the owner and in an aggregate principal amount equal to the unredeemed portion thereof, will be
issued to the owner upon the surrender thereof for cancellation, at the expense of the City all as
provided in this Nineteenth Supplement. The matunties of Bonds to be called for redemption
shall be determined by the City The Bonds or portions to be redeemed within each such
maturity shall be selected by lot or other customary random method selected by the Paying
Agent/Registrar (provided that a portion of a Bond may be redeemed only in an Authorized
Denomination). The City shall give written notice to the Paying Agent/Registrar of any such
redemption of Bonds at least sixty (60) calendar days (or such shorter penod as is acceptable to
the Paying Agent/Registrar) prior to such redemption.
(c) Additional Notice. (i) In addition to the manner of providing notice of redemption of
Bonds as set forth above, the Paying Agent/Registrar shall give notice of redemption of Bonds
by United States mail, first-class postage prepaid, at least thirty (30) days prior to a redemption
date to the MSRB and to any national information service that disseminates redemption notices.
In addition, in the event of a redemption caused by an advance refunding of the Bonds, the
Paying AgentlRegistrar shall send a second notice of redemption to the persons specified in the
immediately preceding sentence at least thirty (30) days but not more than ninety (90) days pnor
to the actual redemption date. Any notice sent to the MSRB or such national information
services shall be sent so that they are received at least two (2) days prior to the general mailing or
publication date of such notice. The Paying Agent/Registrar shall also send a notice of
prepayment or redemption to the owner of any Bond who has not sent the Bonds in for
redemption sixty (60) days after the redemption date.
(ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Nineteenth Supplement, shall contain a descnption of the Bonds to be redeemed including
the complete name of the Bonds, the series, the date of issue, the interest rate, the maturity date,
the CUSIP number if any the amounts called for redemption, the publication and mailing date
for the notice, the date of redemption, the redemption price, the name of the Paying
AgentlRegistrar and the address at which the Bond may be redeemed including a contact person
and telephone number
(iii) All redemption payments made by the Paying Agent/Registrar to the registered
owners of the Bonds shall include a CUSIP number relating to each amount paid to such
registered owner
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 'Paying
Agent/Registrar"), books or records for the registration of the transfer conversion and exchange
of the Bonds (the 'Registration Books"), and the City hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
registrations of transfers, conversions and exchanges under such reasonable regulations as the
City and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registraz 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/Registraz in wntmg 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 Paying AgentlRegistraz but otherwise
the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise
required by law shall not permit 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 Paying Agent/Registraz'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 in the in the
FORM OF BOND Each substitute Bond shall beaz a letter and/or number to distinguish rt from
each other Bond. An authorized representative of the Paying Agent/Registraz shall, before the
delivery of any such Bond, date and manually sign the 'Paying Agent/Registraz's Authentication
Certificate" in 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" in the form set forth in the FORM OF BOND The Paying
Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and
exchange No additional ordinances, orders, or resolutions need be passed or adopted by the
governing body of the City or any other body or person so as to accomplish the foregoing
conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registraz shall
provide for the printing, execution, and delivery of the substitute Bonds in 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/Registraz 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 initially were issued and delivered
pursuant to this Nineteenth Supplement, approved by the Attorney General, and registered by the
Comptroller of Public Accounts. As of the date this Nineteenth 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
AgentlRegistrar to act as the paying agent for paying the pnncipal of, premium, if any and
interest on the Bonds, all as provided in this Nineteenth Supplement. The Paying
Agent/Registrar shall keep proper records of all payments made by the City and the Paying
Agent/Registrar with respect to the Bonds.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred
and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the
characteristics, (vi} shall be signed, sealed, executed and authenticated, (vii) the principal of and
interest on the Bonds shall be payable, and (viii) shall be administered and the Paying
AgentlRegistrar 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 Nineteenth Supplement are
not required to be, and shall not be, authenticated by the Paying Agent/Registraz but on each
substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this
Nineteenth Supplement the Paying AgentJRegistraz shall execute the Authentication Certificate.
(d) Substitute Paying Agent/Re istrar The City covenants with the owners of the 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 Agent/Registrar for the Bonds under this Nineteenth
Supplement, and that the Paying Agent/Registraz 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 right to, and may at its option, change the Paying
Agent/Registraz upon not less than one hundred and twenty (120) days written notice to the
Paying Agent/Registraz, to be effective not later than sixty (60) days prior to the next pnncipal or
interest payment date after such notice. In the event that the entity at any time acting as Paying
Agent/Registraz (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 Nineteenth 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 Agent/Registraz designated
and appointed by the City Upon any change in the Paying Agent/Registrar the City promptly
will cause a written notice thereof to be sent by the new Paying Agent/Registraz 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 AgentlRegistraz By accepting the position and performing as such,
each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Nineteenth
Supplement, and a certified copy of this Nineteenth Supplement shall be delivered to each
Paying Agent/Registrar
(e) DeliverXProcedures. (1) The Paying Agent(Regrstrar for the Bonds shall act as the
closing agent for the delivery of the Bonds to the TWDB and rn connection therewith, the
Paying Agent/Registrar understands the Bonds are to be delivered m installments to the TWDB
using the book-entry only system provided by DTC
(2) The City agrees to cause to be delivered to the Paying Agent/Registrar one (1) initial
Bond for each maturity numbered R 1 through R 20 (the `Initial Bonds") and registered to the
TWDB following the approval by the Attorney General of the State of Texas and the registration
by the Comptroller of Public Accounts. Additionally the City shall cause to be deposited with
the Pa}nng Agent/Registrar asufficient inventory of definitive Bonds to be completed and
delivered by the Paying AgentlRegistrar to DTC m exchange for each Initial Bond when and as
payment for the Bonds occurs by the TWDB
(3) The Bonds shall be delivered, in whole or in part, in numerical order beginning with
Bond No R 1 upon payment by the TWDB of the principal amount of the Bonds to be delivered
(less any administrative fee of the TWDB), as specified by the TWDB Such initial installment
delivery of Bonds shall be accomplished by the delivery to DTC, for the account of the TWDB,
of a definitive Bond or Bonds in the appropriate principal amount or amounts, registered in the
name of Cede & Co as nominee of DTC With each installment delivery the Paying
Agent/Registrar shall complete the Authentication Certificate on each definitive Bond delivered
to DTC by noting thereon the date of its registration and delivery and having an authorized
oiTicer execute such Bond on behalf of the Paying Agent/Registrar Simultaneously with the
issuance of definitive Bonds to the DTC, the Paying Agent/Registrar shall cancel Initral Bonds of
like maturities and principal amounts.
(4) To the extent that there is an installment delivery of Bonds representing a partial
amount of the principal amount due and payable on the Bonds in a year the Paying
Agent/Reg~strar shall cause a definitive Bond to be issued and delivered to DTC in the amount
advanced and shall indicate on the Principal Advancement Ledger on the Initial Bond the partial
amount advanced for such maturity the date of advancement, and the principal amount
remaining to be advanced. The date of advancement shall be rndicated on the definitive Bond as
its Registration Date. The Initial Bond, to be held in escrow by the Paying Agent/Registrar shall
represent the portion of the undelivered principal amount yet to be advanced. Upon each
additional advancement of funds, the Paying Agent/Registrar shall note on the Principal
Advancement Ledger of the Initial Bond the addrtional amount advanced, the date of the
additional advancement, and the remaining undelivered principal amount. Simultaneously the
Paying Agent shall issue and deliver to DTC a definitive Bond for the additional amount
advanced. Once the entire principal amount for a particular maturity has been advanced through
the issuance of multiple, definitive Bonds, the Paying Agent shall cancel the Initial Bond for
such maturity
(5) With each installment delivery of Bonds to the DTC for the account of the TWDB,
the Paying AgentiRegistrar shall complete (i) a receipt for such delivery duly executed and
dated, identifying the amount paid and the principal amount of definitive Bonds delivered to
DTC in substantially the form attached hereto as Exhibit B and (ii) a No Litigation Certificate,
and forward one copy of such receipt and No Litigation Certificate to the TWDB and to bond
counsel.
(6) The City agrees to notify the Paying Agent/Registraz and the TWDB of any litigation
pending or threatened restraining or enjoining the issuance and delivery of the Bonds or in any
manner questioning the proceedings or authority for issuance of the Bonds. Upon such notice,
the Paying Agent/Registraz will cease to deliver any Bonds unless advised by both the City and
the TWDB that deliveries of the Bonds may be reinstated.
(7) The Paying Agent/Registrar shall cause the proceeds of the sales received from each
installment delivery of the Bonds to be immediately transmitted to the City for deposit to the
credit of the Project Fund, in accordance with instructions received by the City
(S) The Paying AgentlRegistrar shall not be liable for any act done or step taken or
omitted by it or any mistake of fact or law except for its negligence or default or failure in the
performance of any obligation imposed upon it by this Nineteenth Supplement as closing agent.
The Paying Agent/Registrar shall not be responsible in any manner for any proceedings in
connection with the Bonds or recitals contained therein.
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 Nineteenth Supplement, shall be, respectively substantially as set forth
in Exhibit B, with such appropriate vaziations, omissions, or insertions as are permitted or
required by this Nineteenth Supplement.
(b) Printing Bond Counsel Opinion and Statement of Insurance. The printer of the Bonds
is hereby authorized to print on the Bonds the foam of bond counsel's opinion relating to the
Bonds, and is hereby authorized to pent on the Bonds an appropriate statement of insurance
furnished by a municipal bond insurance company providing municipal bond insurance, if any
covering all or any part of the Bonds.
Section 7 ESTABLISI<EVVIENT OF FINANCING PROGRAM AND ISSUANCE OF
PARITY OBLIGATIONS That by adoption of the Master Ordinance the City has established
the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program for the
purpose of providing a financing structwre for revenue supported indebtedness of the System.
The Master Ordinance is intended to establish a master plan under which revenue supported debt
of the System can be incurred. This Nineteenth Supplement provides for the authorization,
issuance, sale, delivery form, characteristics, provisions of payment and redemption, and
security of the Bonds, which are a series of Panty Obligations. The Master Ordinance is
incorporated herein by reference and as such made a part hereof for all purposes, except to the
extent modified and supplemented hereby and the Bonds aze hereby declared to be Parity
Obligations under the Master Ordinance. The City hereby determines that it will have sufficient
funds to meet the financial obligations of the System, including sufficient Pledged Revenues to
satisfy the Annual Debt Service Requirements of the System and to meet all financial obligations
of the City relating to the System.
Section 8 PLEDGE. (a) That the Bonds are and shall be secured by and payable from a
first lien on and pledge of the Pledged Revenues, and the Pledged Revenues are further pledged
to the establishment and maintenance of the Debt Service Fund, and to the Reserve Fund to the
extent hereinafter provided. 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
properties, whether real, personal, or mixed, constituting the System.
(b) Chapter 1208 applies to the issuance of the Bonds and the pledge of the Pledged
Revenues granted by the City under subsection (a) of this Section, and such pledge is therefore
valid, effective, and perfected. If Texas law is amended at any time while the Bonds are
outstanding and unpaid such that the pledge of the Pledged Revenues granted by the City is to be
subject to the filing requirements of Chapter 9 then in order to preserve to the registered owners
of the Bonds the perfection of the secunty interest m said pledge, the City agrees to take such
measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of Chapter 9 and enable a filing to perfect the secunty interest in said
pledge to occur
Section 9 DEBT SERVICE FUND ACCOUNTS That with respect to the Bonds no
special account need be established to facilitate the payment of debt service on the Bonds.
Section 10 RESERVE FUND That deposits to the credit of the Reserve Fund shall be
made m the manner described in Section 12(b) of this Nineteenth Supplement.
Section 11 INVESTMENTS That money in the Reserve Fund created under this
Nineteenth 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 times
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 during 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 priority 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, m the following order of
priority to-wit
(1) such amounts, deposited in approximately equal monthly installments,
commencing during 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
10
(2) such amounts, deposited in approximately equal monthly installments,
commencing during the month which shall be the later to occur of, (i) the twelfth month
before the first maturity date of the Bonds, or (ii) the month m 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 principal (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. Beginning on the 10th day of the month following the
delivery of the Bonds to the purchasers thereof, and continuing for sixty (60) months
thereafter the City shall deposit to the credit of the Reserve Fund an amount equal to
1/60 of the Required Reserve Amount for the Bonds. Thereafter when and so long as the
Reserve Fund Obligations in the Reserve Fund are not Iess than the Required Reserve
Amount, no deposits need be made to the credit of the Reserve Fund. When and if the
Reserve Fund at any time contains less than the Required Reserve Amount due to any
other cause or condition then, subject and subordinate to making the required deposits to
the credit of the Debt Service Fund, commencing with the month during which such
deficiency occurs, such deficiency shall be made up from the next available Pledged
Revenues or from any other sources available for such purpose, in monthly installments
of not less than 1/12 of the Required Reserve Amount, in the manner provided in the
Master Ordinance.
Section 13 PAYMENT OF BONDS That on or before the first scheduled interest
payment date, and on or before each interest payment date and pnncipal 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 principal amount of the Bonds, as shall become due on
such dates, respectively at maturity or by redemption prior to maturity The Paying
Agent/Registrar shall destroy all paid Bonds and furnish the City with an appropriate certificate
of cancellation or destruction.
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 xs 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 private business use,
do not, under the terms of this Nineteenth Supplement or any underlying arrangement,
11
directly or indirectly secure or provide for the payment of more than ten percent (10%)
of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the 'private business use"
described in subsection (a) hereof exceeds 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 'private business use" which
is 'related" and not "disproportionate" within the meaning of section 141(b)(3) of the
Code, to the governmental use,
(c) to take any action to assure that no amount which is greater than the lesser of
$5 000 000, or five percent (5%) of the proceeds of the Bonds (less amounts deposited
into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other
than state or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds
being treated as "specified private activity bonds" within the meaning of section 141(b)
of the Code;
(e) to refrain from taking any action that would result in the Bonds being
'federally guaranteed within the meamng of section 149(b) of the Cade;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly to acquire or to replace funds which were used, directly or indirectly to
acquire investment property (as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Bonds, other than investment property
acquired with
(1) proceeds of the Bonds invested far a reasonable temporary period
until such proceeds are needed for the purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1 148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed ten percent of the proceeds of the
Bonds,
(g) to otherwise restnct the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary so that the Bonds do not othervvise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings), and
(h) to pay to the United States of America at least once during each five-year
penod (beginning on the date of delivery of the Bonds) an amount that is at least equal to
ninety percent (90°l0) of the 'Excess Earnings" within the meaning of section 148(f) of
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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 Earnings under section 148(f) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands
that the term '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 prior 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 wrth any covenant contained herein
to the extent that such failure to comply in the opinion of nationally-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 is
established for the additional purpose of compliance with section 148 of the Code.
Section 15 ALLOCATION OF AND LIlvIITATION ON, EXPENDITURES FOR THE
PROJECT DISPOSITION OF PROJECT (a) That the City covenants to account for on its
books and records the expenditure of proceeds from the sale of the 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 erghteen (18) months of the
Later of the date that (a) the expenditure on a Project is made ar (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-recognized bond 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 an opinion of nationally-
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.
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(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 opinion of nationally-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 of this Section, the portion of the property comprising
persona! 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 rt obtains an opinion of nationally-
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 NINETEENTH SUPPLEMENT (a) That the owners
of a majority in Outstanding Principal Amount of the Bonds shall have the right from time to
time to approve any amendment to this Nineteenth 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 Nineteenth 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 terms of payment of principal of, premium, if any or interest on the
Outstanding Bonds or impose any conditions with respect to such payment;
(5) Affect the rights 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 principal 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.
(b) That if at any time the City shall desire to amend the Nineteenth Supplement under
this Section, the City shall cause notice of the proposed amendment to be published in a financial
newspaper or journal published m the City of New York, New York, and a newspaper of general
circulation in the Crty once during each calendar week for at least two (2) successive calendar
weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state
that a copy thereof is on file at the principal office of the Paying Agent/Registrar for inspection
by all owners of the Bonds. Such publication is not requu-ed, however if notice m wasting 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 service of written notice the Crty shall
receive an instrument or instruments executed by the owners of at least a majority in Outstanding
Principal Amount of the Bonds then Outstanding, which instrument or instruments shall refer to
the proposed amendment described in said notice and which specifically consent to and approve
such amendment in substantially the form of the copy thereof on file with the Paying
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Agent/Registrar the City Council of the City may pass such amendment in substantially the
same form.
(d) That upon the passage of any such amendment pursuant to the provisions of this
Section, this Nineteenth Supplement shall be deemed to be amended in accordance with such
amendment, and the respective rights, duties and obligations under this Nineteenth Supplement
of the City and all the owners of then Outstanding Bonds shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such amendment.
(e) That any consent given by the owners of a Bond pursuant to the provisions of this
Section shall be irrevocable for a period of six (6) months from the date of the first publication of
the notice provided for in this Section, and shall be conclusive and binding upon all future
owners of the same Bond during such period. 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 wntten 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 Principal 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 City by action of the
City Council may amend this Nineteenth 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 Crty in this Nineteenth
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 right 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 Nineteenth
Supplement, or in regard to clarifying matters or questions arising under this Nineteenth
Supplement, as are necessary or desirable and not contrary to or inconsistent with this
Nineteenth 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 Nineteenth 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 Nineteenth Supplement as may be
required, in the opinion of Bond Counsel, to ensure compliance with sections 103 and
141 through 150 of the Code and the regulations promulgated thereunder and applicable
thereto,
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(5) To make such changes, modifications or amendments as may be necessary or
desirable m 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 Nineteenth 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 permitted by
Section 18(c)(vi) of this Nineteenth 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 by law 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 may be 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 ~s damaged, mutilated, lost, stolen, or destroyed, the
Paying AgentlRegistrar shall cause to be panted, executed, and delivered, a new bond of the
same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen, or
destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement 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
AgentlRegistrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of a Bond, the applicant shall furnish 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 Pa}nng
Agent/Registrar for cancellation the Bond so damaged or mutilated.
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(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 of the
principal of, premium, if any or interest on the Bond, the City may authonze the payment of the
same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provided security or indemnity is furnished as above provided in
this Section.
(d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall
charge the owner of such Bond with all legal, printing, and other expenses in connection
therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of
the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the
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 Nineteenth Supplement equally and
proportionately with any and all other Bonds duly issued under this Nineteenth Supplement.
(e) In accordance with Chapter 1206, this Section of this Nineteenth Supplement shall
constitute authority 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 Agent/Registrar shall authenticate and deliver such bonds in the form and manner
and with the effect, as provided in Section 5(a) of this Nineteenth 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 m accordance with the accounting principles described in Exhibit C hereto, or
such other accounting principles as the City may be 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 during which they must be provided. If
the audit of such financial statements is not complete within 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 if the audit report on such
statements becomes available.
(ii) If the City 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
in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB)
that theretofore has been provided to the MSRB or filed with the SEC Filings shall be made
electronically in such format as is prescribed by the MSRB
1'1
(b) Material Event Notices. The City shall notify the MSRB in a timely manner of any
of the following events with respect to the Bonds, if such event is material within the meaning of
the federal securities laws:
1 Principal and interest payment delinquencies,
2. Non-payment related defaults,
3 Unscheduled draws on debt service reserves reflecting financial
difficulties,
4 Unscheduled draws on credit enhancements reflecting financial
difficulties;
5 Substitution of credit or liquidity providers, or their failure to perform,
6 Adverse tax opinions or events affecting the tax-exempt status of the
Bonds,
7 Modifications to rights of holders of the Bonds,
8 Bond calls,
9 Defeasances,
1 Q Release, substitution, or sale of property securing repayment of the Bonds,
and
11 Rating changes.
The City shall notify the MSRB in a timely manner of any failure by the City to provide
financial information or operating data in accordance with subsection (a) of this Section by the
time 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 with respect to the Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit made in accordance with
this Nineteenth Supplement or applicable law that causes Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give 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 which it has expressly agreed to provide pursuant to this 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 with this Section or 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 in or sell Bonds at any future date.
(iii) 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
18
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 in observing or performing its obligations under this Section
shall comprise a breach of or default under this Nineteenth Supplement for purposes of any other
provision of this Nineteenth Supplement. Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide
notices to entities other than the MSRB, the City agrees to undertake such obligation in
accordance with the Rule as amended.
(vi) The provisions of this Section may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law
or a change in the identity nature,. status, or type of operations of the City but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the Holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Nineteenth Supplement that authorizes
such an amendment) of the 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, it shall include with any amended
financial information or operating data next provided in accordance with subsection (a) of this
Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided.
Section 19 NINETEENTH SUPPLEMENT TO CONSTITUTE A CONTRACT
EQUAL SECURITY That in consideration of the acceptance of the Bonds, the issuance of
which is authorized hereunder by those who shall hold the same from time to time, this
Nineteenth Supplement shall be deemed to be and shall constitute a contract between the City
and the Holders from time to time of the Bonds and the pledge made in this Nineteenth
Supplement by the City and the covenants and agreements set forth in this Nineteenth
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 distinction as to security
or otherwise of any of the Bonds authorized hereunder over any of the others by reason of time
of issuance, sale, or maturity thereof or otherwise for any cause whatsoever except as expressly
provided in or permitted by this Nineteenth Supplement.
Section 20 SEVERABII.ITY OF INVALID PROVISIONS That if any one or more of
the 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
19
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 m the FORM OF BOND whenever under the terms of this
Nineteenth 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 principal 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. LIMITATION OF BENEFITS WITH RESPECT TO THE NINETEENTH
SUPPLEMENT That rurth the exception of the rights or benefits herein expressly conferred,
nothing expressed or contained herein or implied from the provisions of this Nineteenth
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 nght,
remedy or claim under or by reason of or in respect to this Nineteenth Supplement or any
covenant, condition, stipulation, promise, agreement, or provision herein contained. This
Nineteenth 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.
Section 23 SALE OF BONDS USE OF PROCEEDS. (a) Sale to TWDB That the
Bonds are hereby sold to TWDB for the price of par less an origination fee of $880 196 The
Bonds have been purchased by the TWDB pursuant to rts Resolution No 08-15 adopted on
February 25 2008 as amended by Resolution No 10-15 adopted on February 17 2010 The
Bonds initially delivered shall be registered in the name of the Texas Water Development Board.
The Bonds shall be delivered in installments, in the manner set forth m Section 5(e) of this
Nineteenth Supplement.
(b) Notice from TWDB of Sale of Bonds. It is the intent of the parties to the sale of the
Bonds that if TWDB ever determines to sell all or a part of the Bonds, it shall notify the Crty at
least 60 days prior to the sale of the Bonds of the decision to so sell the Bonds.
(c) Proceeds. 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 on behalf of the City by rts
financial advisor
(d) Payment by Wire Transfer Payment of amounts due and owing on the Bonds to the
TWDB shall be made by wire transfer at no expense to the TWDB, as provided in the FORM
OF BOND
Section 24 PROJECT FUND (a) Project Fund Created. That there is hereby created,
established and maintained on the books of the City a separate fund to be entitled the 'Crty of
Fort Worth, Texas Water and Sewer System Series 2010A Revenue Bonds Project Fund
20
(hereinafter called the 'Project Fund'). Monies in the Project Fund shall be maintained at an
official depository bank of the City
(b) Use of Funds. Except as otherwise may be provided m Section 12 hereof, the
proceeds of the Bonds shall be deposited into the Prolect Fund and used by the City for payment
of the costs of extending and improving the System, and the payment of costs associated
therewith, including any costs for engineering, financing, financial consultation, administrative,
auditing and legal expenses.
(c) Surplus Proceeds. Any surplus proceeds, including the investment earnings derived
from the investment of monies on deposit in the Project Fund, from the Bonds remaining on
deposit in the Project Fund after completing the improvements and extensions to the System and
upon the completion of the final accounting as described in Section 25(c) hereof, shall be
transferred to the Debt Service Fund to redeem, in inverse order of maturity the Bonds owned by
TWDB
Section 25 ADDITIONAL COVENANTS That in connection with the sale of the
Bonds to the TWDB the City covenants as follows
1(a) Compliance with the Texas Water Development Board's Rules and Regulations.
The City covenants to comply with the rules and regulations of the TWDB, and to maintain
insurance on the System in such amount as maybe required by TWDB
(lb) Audits. For so long as the State of Texas owns any of the Bonds, the Crty shall mail
a copy of the audit required by the Master Ordinance to the TWDB In addition, monthly
operating statements for the System shall be delivered to the TWDB as long as the State of Texas
owns any of the Bonds, and the monthly operating statement shall be in such detail as requested
by the Development Fund Manager of the TWDB until this requirement is waived thereby
(c} Final Accounting. The City shall render a final accounting to the TWDB in reference
to the total cost incurred by the Crty for improvements and extensions to the System which were
financed by the issuance of the Bonds, together with a copy of 'as built" plans of such
improvements and extensions upon completion.
(d) Defeasance. That should the City exercise its right under the Master Ordinance to
effect the defeasance of the Bonds, the City agrees that it will provide the TWDB with written
notice of any such defeasance.
(e) Segregation of Funds. The City covenants that proceeds of the Bonds shall remain
separate and distinct from other sources of funding from the date of the TWDB commitment
through costing and final disbursement.
(f) Environmental Indemnity Proceeds from the Bonds shall not be used by the City
when sampling, testing, removing, or disposing of contaminated soils and/or media at the project
site. To the extent permitted by law the Crty agrees to indemnify hold harmless, and protect the
TWDB from any and all claims, causes of action, or damages to the person or property of third
21
parties arising from the sampling, analysis, transport, storage, treatment, and disposition of any
contaminated sewage sludge, contaminated sediments, and/or contaminated media that may be
generated by the City its contractors, consultants, agents, officials, and employees as a result of
activities relating to the project funded with proceeds of the Bonds.
(g) Environmental Determnnation. In connection with the project financed with the
Bonds, the City agrees to implement any environmental determination issued by the Executive
Administrator of TWDB to satisfy the environmental review requirements set forth in 31 Texas
Administrative Code 371
(h) Insurance. The City agrees that it will maintain insurance on the System in an
amount sufficient to protect TWDB s interest nn the project financed with the proceeds of the
Bonds. The City may not self-insure in respect to satisfying this covenant.
(i) Water Conservation Program. The City has implemented or will implement an
approved water conservation program in compliance with 31 Texas Administrative Code
371 71(a}(2)(F)
Section 26 FURTHER PROCEDURES That the Mayor the City Manager any
Assistant City Manager the Chief Financial Officer of the City the City Secretary or any
Assistant Crty Secretary and all other officers, employees, and agents of the City and each of
them, shall be and they are hereby expressly authonzed, 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 City all such instruments,
whether herein mentioned, as may be necessary or desirable in order to carry out the teams and
provisions of this Nineteenth Supplement and the Bonds, 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 27 APPROVAL AND REGISTRATION OF BONDS. That the City Manager
of the City is hereby authorized 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 of Public Accounts (or a deputy designated in writing to act for said Comptroller)
shall manually sign the Comptroller's Registration Certificate accompanying the Bonds, and the
seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate.
Section 28. DTC REGISTRATION That the Bonds nmtially 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 meaning of the New York Uniform Commercial Code, and a
~~
clearing agency registered under Section 17A of the Secuntnes Exchange Act of 1934 as
amended, and the City accepts, but in no way verifies, such representatnons. The Bonds initially
22
authorized by this Nineteenth 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 TWDB So long as each Bond is registered in the name of CEDE & CO the Paying
Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and
beneficial owner thereof. It is expected that DTC will maintain abook-entry system which will
identify ownership of the Bonds in 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 initially deposited with DTC shall be immobilized and not be further
exchanged for substitute Bonds except as hereinafter provided. The Crty 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 nghts 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 this book-entry
system, the beneficial ownership of the Bonds, and the method of paying the fees and charges of
DTC The Crty does not. represent, nor does rt in any way covenant, that the initial book-entry
system established with DTC will be maintained m 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 Nineteenth Supplement, substitute Bonds will be
duly delivered as provided in this Nineteenth 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 City 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 Nineteenth 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, ageement or
obligation of the City the failure to perform which matenally adversely affects the nghts
of the registered owners of the Bonds, including, but not limited to, their prospect or
ability to be repaid m accordance with this Nineteenth 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
23
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and m every case, any
registered owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor may proceed against the Crty or any official, officer or
employee of the City in their official capacity for the purpose of protecting and enforcing
the rights of the registered owners under this Nineteenth Supplement, by mandamus or
other suit, action or special proceeding in equity or at law many court of competent
~urisd~ction, for any relief permitted by law including the specific performance of any
covenant or agreement contained herein, or thereby to enjoin any act or thing that may be
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 m equity provided, however that notwithstanding any
other provision of this Nineteenth Supplement, the right to accelerate the debt evidenced
by the Bonds shall not be available as a remedy under this Nineteenth 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 Nineteenth
Supplement, such registered owner agrees that the certifications required to effectuate
any covenants or representations contained in this Nineteenth 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 Crty 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 Nineteenth Supplement, or because of any Event of Default or alleged
Event of Default under this Nineteenth Supplement.
Section 30 PREAMBLE. That the preamble to this Nineteenth Supplement is hereby
incorporated by reference, and is to be considered a part of the operative text of this Nineteenth
Supplement.
24
Section 31 RULES OF CONSTRUCTION That for all purposes of this Nineteenth
Supplement, unless the context requires otherwise, all references to designated Sections and
other subdivisions are to the Sections and other subdivisions of this Nineteenth Supplement.
The words 'herein" 'hereof' and hereunder" and other words of similar import refer to this
Nineteenth Supplement as a whole and not to any particulaz Section or other subdivision. Except
where the context otherwise requires, terms defined m this Nineteenth Supplement to impart the
smgulaz 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
Nineteenth 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 32. IlVIlVIEDIATE EFFECT That this Nineteenth Supplement shall be
effective immediately from and after its passage in accordance with the provisions of Section
1201 028, Texas Government Code, and rt is accordingly so ordained.
SIGNED AND SEALED THIS 18TH DAY OF MA.~ZO10
G
Mayor v
City of Fort Worth, T~
~/~
City Secretary
(SEAL)
APPROVED AS TO FORM AND LEGALITY
City Attorney
25
EXhID3IT A
That, as used in this Nineteenth Supplement, the following terms shall have the meanings
set forth below unless the text hereof specifically indicates otherwise•
Authentication Certificate" shall have the meaning given said term in Section 5(a) of the
Nineteenth Supplement.
Authorized Denomination means Bonds in a denomination of $5 000 or any integral
multiple thereof.
'Bonds means the Serves 2010A Bonds.
'Business Day" means a day other than a Sunday Saturday a legal holiday or a day on
which banking institutions in the city where the Designated Trust Office of the Paying
Agent/Registrar 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 1208 means Chapter 1208, Texas Government Code.
'Designated Trust Office means the city so designated in Section 5(a) of the Nineteenth
Supplement.
'DTC" shall have the meaning given said term in Section 29 of the Nineteenth
Supplement.
'Eighteenth Supplement" means the ordinance authorizing the issuance of the Series
2010 Bonds.
'Eighth Supplement means the ordinance authorizing the issuance of the Series 2000B
Bonds.
'Eleventh Supplement" means the ordinance authorizing the issuance of the Series
2003A Bonds.
'Fifteenth Supplement" means the ordinance authorizing the issuance of the Series 2007
Bonds.
'Fourteenth Supplement" means the ordinance authorizing the issuance of the Series
2005A Bonds.
Al
'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.
'Nineteenth Supplement" means the ordinance authorizing the issuance of the Bonds.
'Ninth Supplement" means the ordinance authorizing the issuance of the Series 2001
Bonds.
'Paying AgentJRegistrar" means the financial mstrtution specified in Section S(a) of the
Nineteenth Supplement.
'Previously Issued Parity Bonds" means the Series 1998 Bonds, the Series 2000 Bonds,
the Series 2000B Bonds, the Series 2001 Bonds, the Series 2003 Bonds, the Series 2403A
Bonds, the Series 2005 Bonds, the Serves 2005A Bonds, the Series 2007 Bonds, the Series 2008
Bonds, the Series 2009 Bonds and the Series 2010 Bonds.
'Registration Books" shall have the meaning given said term in Section 5(a) of the
Nineteenth Supplement.
`Rule" means SEC Rule 15c2 12, as amended from time to time.
SEC" means the United States Securities and Exchange Commission.
Series 1998 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 1998, authorized by the Sixth Supplement.
Series 2000 Bands" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2000 authorized by the Seventh Supplement.
"Series 2000B Bonds means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2000B, authorized by the Eighth
Supplement.
Serves 2001 Bands" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2001 authorized by the Ninth Supplement.
Series 2003 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2003 authorized by the Tenth Supplement.
Series 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
Series 2005 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2005 authorized by the Thirteenth
Supplement.
Series 2005A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Senes 2005A, authonzed by the Fourteenth Supplement.
Senes 2007 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2007 authorized by the Fifteenth Supplement.
Series 2008 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2008, authonzed by the Sixteenth Supplement.
Series 2009 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2009 authonzed by the Seventeenth Supplement.
Series 2010 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2010 authorized by the Eighteenth Supplement.
Senes 2010A Bonds means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2010A, authonzed by the Nineteenth Supplement.
Seventeenth Supplement" means the ordinance authorizing the issuance of the Series
2009 Bonds.
Seventh Supplement" means the ordinance authorizing the issuance of the Senes 2000
Bonds.
Bonds.
Bonds.
Sixteenth Supplement" means the ordinance authorizing the issuance of the Senes 2008
Sixth Supplement" means the ordinance authorizing the issuance of the Series 1998
'Tenth Supplement" means the ordinance authorizing the issuance of the Senes 2003
Bonds.
'Term Bonds" means those Bonds, if any identified in the Nineteenth Supplement as
'term bonds"
'Thirteenth Supplement" means the ordinance authorizing the issuance of the Series 2005
Bonds.
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 BOND SERIES 2010A
MATURITY DATE INTEREST RATE DATE OF DELIVERY CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT DENTON AND WISE COUNTIES, TEXAS (the 'Issuer"), hereby promises to pay
to , or to the registered assignee hereof (ether being hereinafter
called the 'registered owner") the principal amount of
and to pay interest thereon from the date of delivery specified above, on August 15 2010 and
semiannually on each February 15 and August 15 thereafter to the maturity date specified above,
or to the date of redemption prior to maturity at the interest rate per annum specified above,
except that if the Paying Agent/Registraz's Authentication Certificate appearing on the face of
this Bond is dated later than August 15 2010, such interest is payable semiannually on each
February 15 and August 15 following such date.
THE PRINCIl'AL OF AND INTEREST ON this Bond are payable m lawful money of
the United States of America, without exchange or collection charges. The principal of this
Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at
maturity or at redemption prior to maturity at the designated corporate trust office in 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 Paying
Agent/Registraz on, and payable solely from, funds of the Issuer required by the ordinance
authorizing 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 United States mail, first-class postage prepaid, on each such
interest payment date, to the registered owner hereof, at its address as rt 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/Registraz as hereinafter described. Any accrued
B-~
interest due at maturity or upon the redemption of this Bond prior to maturity as provided herein
shall be -paid to the registered owner upon presentation and surrender of this Bond for
redemption and payment at the Designated Trust Office of the Paying Agent/Registrar The
foregoing notwithstanding, so long as the Texas Water Development Board ("TWDB') is the
registered owner of 100% in aggregate principal amount of the Bonds then outstanding, payment
of principal of the Bonds shall be made thereto by wire transfer at no expense to the TWDB
The Issuer has covenanted in the Bond Ordinance that on or before each principal payment date,
interest payment date, and accrued interest payment date for this Bond it will make available to
the Paying Agent/Registrar, from the 'Debt Service Fund" created by the ordinance establishing
the City 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/Registrar if and when funds for the payment of such interest
have been received from the Issuer Notice of the Special Record Date and of the scheduled
payment date of the past due interest ("Special Payment Date" which shall be 15 days after the
Special Record Date) shall be sent at least five business days prior to the Special Record Date by
United States mail, first class postage prepaid, to the address of each 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 this Bond shall be a
Saturday Sunday a legal holiday or a day on which banking institutions in the City where the
Designated Trust Office of the Paying Agent/Registrar islocated are authorized by law or execu-
tive 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 in which ownership of
the Bonds is determined 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 in
accordance with existing arrangements between the Board and the securities depository
THIS BOND is one of a series of bonds of like tenor and eiTect except as to number
principal amount, interest rate, maturity and right of prior redemption, dated as of May 15 2010
aggregating $40 00 000 (herein sometimes called the 'Bonds'), issued for the purpose of (i)
extending and improving the City's combined water and sewer system, to-wit, extending and
improving the water system, and (ii) paying the costs of issuance associated with the Bonds. The
Bonds shall be issued in any denomination or denominations in any integral multiple of $5 000
(an Authorized Denomination'). All capitalized teens not defined herein shall have the same
meaning as given said teens in the Master Ordinance or the Bond Ordinance.
THE OUTSTANDIlVG BONDS maturing on and after February 15 2021 may be
redeemed prior to their scheduled maturities, at the option of the Issuer in whole, or in part, and
if in part, in inverse order of maturity on August 15 2020 or on any date thereafter at the
redemption price of the principal amount of the Bonds called for redemption, and without
B-2
premium, provided, that during any period in which ownership of the Bonds is determined only
by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the
same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such
maturity and bearing such interest rate shall be selected in accordance with the arrangements
between the Board and the securities depository
NOTICE OF any such redemption of Bonds shall be given in the following manner to-
wit, (i) a written notice of such redemption shall be given to the registered owner of each Bond
or a portion thereof being called for redemption not more than 60 days nor less than 30 days
pnor to the date fixed for such redemption by depositing such notice in the United States mail,
first-class postage prepaid, addressed to each such registered owner at his address shown on the
Registration Books of the Paying AgentlRegistrar and (ii) at least 30 days prior to the date fixed
for such redemption, a notice of such redemption shall either be published one time or posted
electronically on the website of a financial journal or publication of general circulation in the
United States of America or the State of Texas which carries as a regular feature notices of
redemption of municipal bonds, provided, however that the failure to send, mail, or receive such
notice described in clause (i) above, or any defect therein or in the sending or mailing thereof,
shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond,
as publication or posting of notice as described in clause (ii) above shall be the only notice
actually required in connection with or as a prerequisite to the redemption of any Bonds. By the
date fixed for any such redemption due provision shall be made by the Issuer with the Paying
Agent/Registrar for the payment of the required redemption price for this Bond or the portion
hereof which is to be so redeemed. If such notice of redemption is given, and if due provision
for such payment is made, all as provided above, this Bond or the portion hereof which is to be
so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity and shall
not be regarded as being outstanding except for the right of the registered owner to receive the
redemption price from the Paying AgentlRegistrar out of the funds provided for such payment.
The Paying Agent/Registrar shall record in the Registration Books all such redemptions of
principal amount of this Bond or any portion hereof. If a portion of any Bond shall be redeemed
a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in
any denomination or denominations in any Authonzed Denomination at the written request of
the registered owner and in an aggregate principal amount equal to the unredeemed portion
thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the
expense of the Issuer all as provided in the Bond Ordinance. The years of maturity of the Bonds
called for such redemption shall be selected by the Issuer The Bonds or portions thereof
redeemed within a maturity shall be selected by lot or other customary random method selected
by the Paying AgentlRegistrar (provided that a portion of a Bond may be redeemed only in an
Authorized Denomination).
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
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 into and exchanged for a like aggregate amount of
fully registered Bonds, withaut 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
may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in
B-3
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, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar
evidencing assignment of this Bond or any portion or portions hereof in any authorized
denomination to the assignee or assignees in whose name or names this Bond or any such portion
or portions hereof ~s or are to be registered. The form of Assignment printed or endorsed on this
Bond may be executed by the registered owner to evidence the assignment hereof, but such
method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the registered owner The one requesting such conversion and
exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and
charges for converting 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 foregoing 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 AgentlRegistrar will be paid by the Issuer The Paying
Agent/Registrar shall not be required (i) to make any such transfer conversion or exchange
during the period beginning at the opening of business 30 days before the day of the first mailing
of a notice of redemption and ending at the close of business on the day of such mailing, or (ii) to
transfer convert or exchange any Bonds so selected for redemption when such redemption is
scheduled to occur within 30 calendar days; provided, however such limitation of transfer shall
not be applicable to an exchange by the registered owner of an unredeemed balance of a Bond
called for redemption in part.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor whose
qualifications are substantially 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
transferring this Bond shall be modified to requue the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring 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 t}ns Bond, the Master
Ordinance and the Bond Ordinance constitute a contract between each registered owner hereof
and the Issuer
B-4
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 parity 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 majority m Outstanding
Principal Amount of the Bonds.
TIIE REGISTERED OWNER HEREOF shall never have the right to demand payment of
this 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 litho-
graphed 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 affixed to, panted, lithographed or impressed on this Bond.
CITY OF FORT WORTH, TEXAS
(SEAL)
By
Mayor City of Fort Worth, Texas
ATTEST
City Secretary City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
City Attorney City of Fort Worth, Texas
B-5
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts
of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the
proceedings adopted by the Issuer as described in the text of this Bond, and that this Bond has
been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of
an issue which originally was approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts of the State of Texas.
Dated WELLS FARGO BANK, NATIONAL ASSOCIATION,
Paying Agent/Registrar
By
Authorized
Signatory
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE
OFFICE OF COMPTROLLER
REGISTER NO
STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to validity and approved
by the Attorney General of the State of Texas and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
(SEAL)
Comptroller of Public Accounts of the
State of Texas
B-6
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, rncludmg zip code of Transferee)
the within Bond and all rights thereunder and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the
books kept for registration thereof, with full power of
substitution in the premises.
Dated.
Signature Guaranteed.
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-7
FORM OF PRINCIPAL ADVANCEMENT LEDGER
(To appear on Initial Bonds only)
PRINCIl'AL ADVANCEMENT LEDGER
Principal Amount Advanced Date Advanced Principal Amount Remamine
Exhibit C
to Nineteenth
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Nineteenth Supplement.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as 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 relating to the sale of the Series
2010 Bonds; 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 in the notes to the financial statements referred to in paragraph 1 above.
C1
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 minutes of the
regular open, public meeting of the City Council of the City of Fort Worth, Texas held on May
18, 2010, and of the ordinance authonzmg the Issuance of Water and Sewer System Revenue
Bonds, Series 2010A, 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 Clty
of Fort Worth, this 18th day of May 2010
Crt Secretary the
Y
Crty of Fort Worth, Texas
(SEAL)
City of Fort Worth, Texas
Mayor and Council Communication
DATE
COUNCIL ACTION: Approved on 5/18/2010 '`- Ord> No. 19159-05-2010
~.....
Tuesday May 18 2010
LOG NAME 1310 WSSR REV BONDS
REFERENCE NO G-16930
SUBJECT
Adopt the Nineteenth Supplemental Ordinance Authorizing the Issuance and Sale of City of Fort Worth
Texas Water and Sewer System Revenue Bonds Series 2010A, in the Aggregate Principal Amount of
$40 000 000 00 and Approving the Sale of the Bonds to the Texas Water Development Board
RECOMMENDATION
It is recommended that the City Council adopt the attached supplemental ordinance authorizing the
issuance of $40 000 000 00 Water and Sewer System Revenue Bonds, Series 2010A and sale to the
Texas Water Development Board
DISCUSSION
On March 19 2002 (M&C C-19013) the City Council authorized the City Manager to execute an
Engineering Agreement (Agreement) with Freese and Nichols Inc. (Freese and Nichols) for the update to
the Fort Worth Water System Master Plan The Water System Master Plan recommended that a facility
condition assessment be conducted at the North and South Holly Water Treatment Plants in order to
prioritize equipment and piping replacements that the combined plant output be expanded from 180
million gallons per day (MGD) to 200 MGD and that the North and South Holly Water Treatment Plants
transition from chlorine to ozone as the primary disinfectant in order to improve taste and odor control and
to meet future regulatory requirements
On June 19 2007 (M&C C-22199) City Council authorized the City Manager to execute an Agreement
with Freese and Nichols for the North and South Holly Water Treatment Plants Condition Assessment.
This assessment concluded that converting the North and South Holly Water Treatment Plants from
primary disinfection with chlorine to ozone will increase the ability to meet future water quality regulations
improve taste and odor control provide improved treatment and protection against cryptosporidium and
pharmaceuticals and increase the capacity of the combined plants.
The scope of work for the North and South Holly Water Treatment Plants Ozone Project consists of the
development of plans and specifications for installing raw water ozone disinfection facilities for both plants,
modification of South Holly Water Treatment Plant filters and filter backwash facilities and miscellaneous
hydraulic improvements.
Approval of this M&C and the attached nineteenth supplemental ordinance will allow the issuance of the
revenue bonds needed to fund the projects described above The City issued a Master Ordinance for the
Water Department in 1991 related to debt issuance Everytime the Water Department issues debt,
however a supplemental ordinance must be adopted which contains details specific to the debt being
issued This issuance would be the nineteenth supplemental ordinance since the Master Ordinance was
adopted
Logname. 1310 WSSR REV BONDS Page 1 of 2
FISCAL INFORMATION /CERTIFICATION
The Financial Management Services Director certifies that funding for the annual debt service payments
will be available from the current operating budget, as appropriated of the Water and Sewer Fund
FUND CENTERS
TO Fund/Account/Centers
CERTIFICATIONS
Submitted for City Manager's Office bv:
Originating Department Head.
Additional Information Contact:
FROM Fund/Account/Centers
Karen Montgomery (6222)
Lena E11is (8517)
James Mauldin (2438)
Logname• 1310 WSSR REV BONDS Page 2 of 2