HomeMy WebLinkAboutOrdinance 22967-10-2017 ORDINANCE NO. 22967-10-2017
THIRTY-FIRST SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 2017B, IN THE
AGGREGATE PRINCIPAL AMOUNT OF $63,000,000; 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, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer"), a "home-rule" city
operating under a home-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 City 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 thirty
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", "Eighteenth Supplement", "Nineteenth
Supplement", "Twentieth Supplement", "Twenty-First Supplement", "Twenty-Second
Supplement", "Twenty-Third Supplement", "Twenty-Fourth Supplement", "Twenty-Fifth
Supplement", "Twenty-Sixth Supplement", "Twenty-Seventh Supplement", "Twenty-Eighth
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Supplement", "Twenty-Ninth Supplement" and "Thirtieth Supplement" respectively, and the
"Prior Supplements", collectively)pursuant to which(i) the City of Fort Worth, Texas Water and
Sewer System Revenue Refunding Bonds, Series 1991A and Series 1991B,the City of Fort Worth,
Texas Water and Sewer System Revenue Refunding Bonds, Series 1993, the City of Fort Worth,
Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1996, the
City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds,
Series 1997, the City 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 City 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, Series 2007, the City of Fort Worth, Texas Water and
Sewer System Revenue Refunding Bonds, Series 2008, the City of Fort Worth, Texas Water and
Sewer System Revenue Bonds, Series 2009, the City of Fort Worth, Texas Water and Sewer
System Revenue Refunding Bonds, Series 2010, the City of Fort Worth, Texas Water and Sewer
System Revenue Bonds, Series 2010A, the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2010B, the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2010C,the City of Fort Worth,Texas Water and Sewer System Revenue Refunding
and Improvement Bonds, Series 2011, the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2012, the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2014, the City of Fort Worth, Texas Water
and Sewer System Revenue Bonds, Series 2015, the City of Fort Worth, Texas Water and Sewer
System Revenue Refunding and Improvement Bonds,Series 2015A,the City of Fort Worth,Texas
Water and Sewer System Revenue Bonds, Series 2015B,the City of Fort Worth, Texas Water and
Sewer System Revenue Refunding and Improvement Bonds, Series 2016, the City of Fort Worth,
Texas Water and Sewer System Revenue Bonds, Series 2017 and the City of Fort Worth, Texas
Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2017A were issued,
and (ii) the City entered into two respective ISDA Master Agreements (referred to herein as the
"Swap Agreements"),one with Lehman Brothers Special Financing Inc.,and the other with GBDP,
L.P.; and
WHEREAS,the aforesaid Series 1991A Bonds, Series 1991B Bonds, Series 1993 Bonds,
Series 1996 Bonds, Series 1997 Bonds, Series 1998 Bonds, Series 2000 Bonds, Series 2000B
Bonds, Series 2001 Bonds, Series 2003 Bonds, Series 2003A Bonds, Series 2004 Bonds, Series
2005 Bonds, Series 2005A Bonds and Series 2007 Bonds are no longer Outstanding, and the
aforesaid Series 2008 Bonds, Series 2009 Bonds, Series 2010 Bonds, Series 2010A Bonds, Series
2010B Bonds, Series 2010C Bonds, Series 2011 Bonds, Series 2012 Bonds, Series 2014 Bonds,
Series 2015 Bonds, Series 2015A Bonds, Series 2015B Bonds, Series 2016 Bonds, Series 2017
Bonds and Series 2017A Bonds are hereinafter referred to as the'Previously Issued Parity Bonds";
and
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WHEREAS, 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 authorized by this Thirty-First Supplement are to be issued for the
purpose of extending and improving the City's combined water and sewer system, as further
described in this Thirty-First Supplement; and
WHEREAS, the Texas Water Development Board ("TWDB" or the "Board"), has
committed to purchase the bonds hereinafter authorized pursuant to Subchapters G and H of
Chapter 15,Texas Water Code.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS:
Section 1. DEFINITIONS. That in addition to the definitions set forth in the preamble of
this Thirty-First Supplement,the terms used in this Thirty-First Supplement(except in the FORM
OF BOND)and not otherwise defined shall have the meanings given in the Master Ordinance,the
Prior Supplements or in Exhibit A to this Thirty-First Supplement. Any references in this Thirty-
First Supplement to the "FORM OF BOND" shall be to the form of the Bonds as set forth in
Exhibit B to this Thirty-First 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 principal amount
of $63,000,000 for the purpose of (i) extending and improving the City's combined water and
sewer system, (ii) funding a reserve fund for the Bonds, and (iii) paying the costs of issuance of
the Bonds. The Bonds shall be designated as the "City of Fort Worth, Texas Water and Sewer
System Revenue Bonds,Series 2017B". The Bonds are authorized pursuant to Chapter 1502 and
other applicable laws of the State of Texas. The extensions and improvements to the System are
solely for projects that are part of the State Water Plan.
Section 3. DATES AND MATURITIES; INTEREST RATES. That the Bonds shall be
dated November 1, 2017, shall be in any Authorized Denomination, shall be numbered
consecutively from R-1 upward (other than the Initial Bond, as defined in Section 5(e)(2)below),
shall bear interest from their date of delivery in the manner described in the FORM OF BOND at
the rates per annum, payable on February 15, 2018, and on each August 15 and February 15
thereafter until maturity or prior redemption, and shall mature on February 15 in each of the years
and in the amounts, respectively, as set forth in the following schedule:
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YEARS PRINCIPAL AMOUNTS ($) INTEREST RATES (%)
2018 3,495,000 0.580
2019 3,980,000 0.630
2020 4,000,000 0.690
2021 4,030,000 0.780
2022 4,060,000 0.890
2023 4,095,000 1.000
2024 4,135,000 1.090
2025 4,180,000 1.200
2026 4,230,000 1.280
2027 4,285,000 1.360
2028 4,345,000 1.500
2029 4,415,000 1.670
2030 4,495,000 1.820
2031 4,580,000 1.970
2032 4,675,000 2.050
Interest on the Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-
day months. The principal of and interest on the Bonds shall be payable to the registered owner
of any such Bond in the manner provided and on the dates stated in the FORM OF BOND.
Section 4. REDEMPTION. (a) Optional Redem tion. That the City reserves the right to
redeem the Bonds maturing on and after February 15, 2029, in whole or in part and, if in part, in
inverse order of maturity, in principal amounts of $5,000 or any integral multiple thereof, on
February 15, 2028, or on any date thereafter, at the redemption price of par plus accrued interest
to the redemption date. If less than all of the Bonds within a maturity are to be redeemed,the City
shall direct the Paying Agent/Registrar to call 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 Bonds, or portions thereof, within such maturity or maturities and
in such principal amounts, for redemption; provided, however, 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 City and the securities depository. 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 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 Thirty-First Supplement. The City shall give written notice to the Paying Agent/Registrar of
any redemption of Bonds at least sixty(60) calendar days (or such shorter period as is acceptable
to the Paying Agent/Registrar)prior to such redemption.
(b) General Notice. Notice of any 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 sixty(60) days nor less
than thirty'(30) days prior to the date fixed for such redemption by depositing such notice in the
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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 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;
and provided, further, that if the TWDB is the owner, registered or beneficial, of 100% of the
Outstanding Principal Amount of the Bonds at the time of redemption,publication of notice of the
redemption of the Bonds as provided in clause(ii) above is not required. 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 principal of the Bonds or any portion
thereof.
(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
Agent/Registrar 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 prior
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 Thirty-First Supplement, shall contain a description 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, 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 Agent/Registrar 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.
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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 BOKF, NA (the "Paying Agent/Registrar"), books or records
for the registration of the ownership, 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 ownership, transfers,
conversions and exchanges under such reasonable regulations as the City and the Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers,conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain
and record in the Registration Books the address of the owner of each Bond to which payments
with respect to the Bonds shall be mailed,as herein provided;but it shall be the duty of each owner
to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed
or, in the case of TWDB, to provide wiring instructions in the event TWDB chooses to have such
payments wire transferred to its designated account, and such payments shall not be mailed unless
such notice has been given. The City shall have the right to inspect at the Designated Trust Office
the Registration Books during regular business hours of the Paying Agent/Registrar,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 aconversion, transfer, exchange and
delivery of such Bond shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such registration, transfer, conversion, exchange and delivery of a substitute
Bond or Bonds. Registration of assignments,transfers, conversions and exchanges of Bonds shall
be made in the manner provided and with the effect stated in the FORM OF BOND. Each
substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. An
authorized representative of the Paying Agent/Registrar shall, before the delivery of any such
Bond, date and manually sign the "Paying Agent/Registrar'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; however,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/Registrar 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/Registrar, and, upon the execution of the Authentication Certificate, the converted and
exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the
same effect as the Bonds which initially were issued and delivered pursuant to this Thirty-First
Supplement, approved by the Attorney General, and registered by the Comptroller of Public
Accounts. As of the date this Thirty-First Supplement is approved by the City, the Designated
Trust Office of the Paying Agent/Registrar is its Austin, Texas corporate trust office.
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of,premium,if any, and interest
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on the Bonds, all as provided in this Thirty-First 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) shall be payable as to
principal and interest, and(viii)shall be administered and the Paying Agent/Registrar and the City
shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the
manner and to the effect as required or indicated, in the FORM OF BOND. The Bonds initially
issued and delivered pursuant to this Thirty-First Supplement are not required to be, and shall not
be, authenticated by the Paying Agent/Registrar,but on each substitute Bond issued in conversion
of and exchange for any Bond or Bonds issued under this Thirty-First Supplement the Paying
Agent/Registrar shall execute the Authentication Certificate.
(d) Substitute Payng_Agent/Registrar._ 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 Thirty-First
Supplement, and that the Paying Agent/Registrar will be one entity. Such entity may be the City,
to the extent permitted by law, or a bank, trust company, financial institution, or other agency, as
selected by the City. The City reserves the right to, and may, at its option, change the Paying
Agent/Registrar upon not less than one hundred and twenty(120)days written notice to the Paying
Agent/Registrar, to be effective not later than sixty (60) days prior to the next principal or interest
payment date after such notice. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or
otherwise cease to act as such, the City covenants that promptly it will appoint a competent and
legally qualified entity to act as Paying Agent/Registrar under this Thirty-First 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/Registrar 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/Registrar to each owner of the Bonds,by United
States mail, first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar
shall be deemed to have agreed to the provisions of this Thirty-First Supplement, and a certified
copy of this Thirty-First Supplement shall be delivered to each Paying Agent/Registrar.
(e) Delivery Procedures. (1) The Paying Agent/Registrar for the Bonds shall act as the
closing agent for the delivery of the Bonds to the TWDB, and in connection therewith,the Paying
Agent/Registrar understands the Bonds are to be delivered 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 numbered T-1 (the "Initial Bond") and registered to the TWDB following the approval
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thereof by the Attorney General of the State of Texas and the registration thereof by the
Comptroller of Public Accounts. Immediately after the delivery of the Initial Bond to the Paying
Agent/Registrar, the Paying Agent/Registrar shall cancel the Initial Bond and issue in exchange
thereof Bonds in the form of a separate single fully-registered Bond for each of the maturities
thereof registered in the name of Cede & Co., as nominee of the DTC, as described in Section 3
and Section 28 hereof. Proceeds from the Bonds will be held in escrow and disbursed to the City
in accordance with procedures approved by the TWDB.
Section 6. FORM OF BONDS. (a)Form of Bonds. That the form of all Bonds issued and
delivered pursuant to this Thirty-First Supplement, 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 Initial Bond, as well as the specific language of the Initial Bond, shall be
substantially as set forth in Exhibit B,with such appropriate variations, omissions, or insertions as
are permitted or required by this Thirty-First Supplement.
(b)Printing Bond Counsel Opinion and Statement of Insurance. The printer of the Bonds
is hereby authorized to print on the Bonds the form of bond counsel's opinion relating to the Bonds,
and is hereby authorized to print 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. ESTABLISHMENT 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 structure 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 Thirty-First 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 Parity 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 are 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) Pledge of Pledged Revenues. 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. The
owners of the Bonds shall never have the right to demand payment out of funds raised or to be
raised by ad valorem taxation, or from any other source other than specified in this Ordinance or
the Master Ordinance.
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(b) Perfection of Lien. 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 security interest in 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 security 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 the Reserve Fund shall be funded with proceeds of
the Bonds, in the amount described in the Letter of Instructions executed in accordance with the
provisions of Section 23(c) of this Thirty-First Supplement.
Section 11. INVESTMENTS. That money in the Reserve Fund created under this Thirty-
First 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, in 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
(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 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 principal (including mandatory sinking fund redemption payments, if
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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. On the date of delivery of the Bonds to the TWDB, the City shall
deposit to the credit of the Reserve Fund the amount described in the Letter of Instructions
executed in accordance with the provisions of Section 23(c) of this Thirty-First Supplement.
Thereafter, when and so long as the Reserve Fund Obligations in the Reserve Fund are not less
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 principal payment date thereafter
while any Bond is Outstanding and unpaid, the City shall make available to the Paying
Agent/Registrar, out of the Debt Service Fund (and the Reserve Fund, if necessary) monies
sufficient to pay such interest on and such principal amount of the Bonds, as shall become due on
such dates, respectively, at its stated maturity or by redemption prior to stated maturity. The
Paying Agent/Registrar shall cancel or 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
is not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than ten percent(10%)of the proceeds
of the Bonds or the projects financed or refinanced therewith(less amounts deposited to a
reserve fund, if any)are used for any"private 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 Thirty-First Supplement or any underlying arrangement,directly or
indirectly, secure or provide for the payment of more than ten percent (10%) of the debt
service on the Bonds, 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 for a "private business use" which is
"related" and not "disproportionate",within the meaning of section 141(b)(3) of the Code,
to the governmental use;
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(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 meaning of section 149(b) of the Code;
(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 for a reasonable temporary period, of
up to three (3) years, 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 the least of maximum annual debt
service on the Bonds, 125 percent of average annual debt service on the Bonds, or
ten percent of the proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds,as may be necessary, so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, 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
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
ninety percent(90%) of the 'Excess Earnings",within the meaning of section 148(f)of the
Code and to pay to the United States of America, not later than sixty (60) days after the
Bonds have been paid in full, one hundred percent (100%) of the amount then required to
be paid as a result of Excess 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
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the covenants contained herein are intended to assure compliance with the Code and any
regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In
the event that regulations or rulings are hereafter promulgated which modify or expand provisions
of the Code,as applicable to the Bonds,the Issuer will not be required to comply with any covenant
contained herein to the extent that such failure to comply, in the opinion 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 are
authorized to execute any certificates or other reports required by the Code and any regulations or
rulings promulgated thereunder, 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 America, 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. ADDITIONAL FEDERAL INCOME TAX COVENANTS; WRITTEN
PROCEDURES. (a) Allocation of, and Limitation on, Expenditures for the Project. 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 herein as a "Project") by allocating proceeds to expenditures within
eighteen (18) months of the later of the date that (a) the expenditure on a Project is made or (b)
each such Project is completed. The foregoing notwithstanding, the City shall not expend such
proceeds or investment earnings more than sixty(60)days after the later of(a)the fifth anniversary
of the date of delivery of the Bonds or (b) the date the Bonds are retired, unless the City obtains
an opinion of nationally-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.
(b) Disposition of Project. The City covenants that the property financed or refinanced
with the proceeds of the Bonds 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 personal property and disposed of in the ordinary course of
business shall not be treated as a transaction resulting in the receipt of cash or other compensation.
For purposes of this Section, the City shall not be obligated to comply with this covenant if it
obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply
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will not adversely affect the excludability for federal income tax purposes from gross income of
the interest.
(c) Form 8038-G. The City will cause to be filed a Form 8038-G, consistent with the
requirements of section 149(e) of the Code.
(d) Written Procedures. Until superseded by another action of the City, the written
procedures to ensure compliance with the covenants contained herein regarding private business
use, remedial actions, arbitrage and rebate approved by the City on December 13, 2016, apply to
the issuance of the Bonds, and are incorporated by reference into this Thirty-First Supplement.
Section 16. AMENDMENT OF THIRTY-FIRST SUPPLEMENT. (a) Approval of
Bondholders Required. 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 Thirty-First
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 Thirty-First 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) Notice of Amendment. That if at any time the City shall desire to amend this Thirty-
First Supplement under this Section, the City shall cause notice of the proposed amendment to be
published in a financial newspaper or journal published in the City of New York,New York, and
a newspaper of general circulation in the City, 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 Designated Trust Office of the Paying
Agent/Registrar for inspection by all owners of the Bonds. Such publication is not required,
however, if notice in writing is given to each owner of the Bonds.
(c) Effectiveness of Consent and Approval. That whenever at any time not less than thirty
(30) days, and within one (1) year, from the date of the first publication of said notice or other
service of written notice the City 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
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thereof on file with the Paying Agent/Registrar, the City Council of the City may pass such
amendment in substantially the same form.
(d) Amendment Effective. That upon the passage of any such amendment pursuant to the
provisions of this Section, this Thirty-First Supplement shall be deemed to be amended in
accordance with such amendment, and the respective rights, duties and obligations under this
Thirty-First 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) Revocation of Consent. 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 written notice thereof with the Paying
Agent/Registrar and the City, but such revocation shall not be effective if the owners of at least a
majority in Outstanding Principal Amount of the Bonds have, prior to the attempted revocation,
consented to and approved the amendment.
(f) Amendments Not Requiring Bondholder Consent. The foregoing provisions of this
Section notwithstanding, the City by action of the City Council may amend this Thirty-First
Supplement without the consent of any owner of the Bonds or any other Parity Obligations, solely
for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Thirty-First
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 Thirty-First
Supplement, or in regard to clarifying matters or questions arising under this Thirty-First
Supplement, as are necessary or desirable and not contrary to or inconsistent with this
Thirty-First 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 Thirty-First Supplement in any other
respect whatsoever, 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 Thirty-First 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 in order to allow the owners of the Bonds to thereafter avail themselves of a book-
entry system for payments, transfers and other matters relating to the Bonds, which
changes, modifications or amendments are not contrary to or inconsistent with other
provisions of this Thirty-First 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 Thirty-First 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) Eligibility to Approve Amendment. 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) Delivery of Substitute Bonds. That in the event any Outstanding Bond is damaged, mutilated,
lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, 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. Application for replacement of damaged, mutilated, lost, stolen, or
destroyed Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or
destruction of a Bond, the applicant for a replacement bond shall furnish to the City and to the
Paying Agent/Registrar such security or 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
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every case of damage or mutilation of a Bond, the applicant shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) PUMent without Replacement Bond. 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 authorize the payment of the same(without surrender thereof except in the case of a damaged
or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is
furnished as above provided in this Section.
(d) Costs of Replacement Bond. 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 Thirty-First Supplement
equally and proportionately with any and all other Bonds duly issued under this Thirty-First
Supplement.
(e) Statutory Authority. In accordance with Chapter 1206,this Section of this Thirty-First
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 Thirty-First 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 (1)within six months after the end of each Fiscal
Year ending in or after 2017, financial information and operating data with respect to the City of
the general type described in Exhibit C hereto, and (2) if not provided as part of the financial
information and operating data, annual financial statements of the City, when and if available.
Any financial statements so to be provided shall be(1)prepared in accordance with the accounting
principles described in Exhibit C hereto, or such other accounting principles as the City 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 twelve(12)months
after the end of each Fiscal Year ending in or after 2017. If audited financial statements are not
available by the end of the twelve (12) month period, then the City shall provide notice that the
audited financial statements are not available, shall provide unaudited financial information
containing the information described in the tables referenced in Exhibit C hereto under the heading
"Annual Financial Statements and Operating Data"by the required time,and shall provide audited
financial statements for the applicable Fiscal Year to the MSRB, when and if the audited financial
statements become 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
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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.
(b) Disclosure Event Notices. The City shall notify the MSRB of any of the following
events with respect to the Bonds, in a timely manner not in excess of ten Business Days after the
occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
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, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City,other than
in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement
relating to any such actions,other than pursuant to its terms,if material; and
14. Appointment of a successor Paying Agent/Registrar or change in the name
of the Paying Agent/Registrar, if material.
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 subsection (a). As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership
or similar event" means the appointment of a receiver, fiscal agent or similar officer for the City
in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal
law in which a court or governmental authority has assumed jurisdiction over substantially all of
the assets or business of the City, or if jurisdiction has been assumed by leaving the City Council
and official or officers of the City in possession but subject to the supervision and orders of a court
or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by a court or governmental authority having supervision or jurisdiction
over substantially all of the assets or business of the City.
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(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 Thirty-First
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
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED 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 Thirty-First Supplement for purposes of any other
provision of this Thirty-First 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 Thirty-First 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
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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. THIRTY-FIRST 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 Thirty-First
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 Thirty-First Supplement by the City
and the covenants and agreements set forth in this Thirty-First 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 Thirty-
First Supplement.
Section 20. SEVERABILITY 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 remaining
covenants, agreements, or provisions and shall in no way affect the validity of any of the other
provisions hereof or of the Bonds issued hereunder.
Section 21. PAYMENT AND PERFORMANCE ON BUSINESS DAYS. That,except as
provided to the contrary in the FORM OF BOND, whenever under the terms of this Thirty-First
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 may be, 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 THIRTY-FIRST
SUPPLEMENT. That with the exception of the rights or benefits herein expressly conferred,
nothing expressed or contained herein or implied from the provisions of this Thirty-First
Supplement or the Bonds is intended or should be construed to confer upon or give to any person
other than the City, the Holders, and the Paying Agent/Registrar, any legal or equitable right,
remedy, or claim under or by reason of or in respect to this Thirty-First Supplement or any
covenant, condition, stipulation, promise, agreement, or provision herein contained. This Thirty-
First Supplement, the Bonds and all of the covenants, conditions, stipulations, promises,
agreements, and provisions hereof and thereof 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.
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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. The Bonds have been purchased by the TWDB
pursuant to its Resolution No. 15-091, adopted on July 23, 2015 ("TWDB Resolution No. 15-
091"). The Initial Bond shall be registered in the name of the Texas Water Development Board.
The Private Placement Memorandum prepared in connection with the sale of the Bonds to the
TWDB in substantially the form attached to this Thirty-First Supplement is approved. The City
has determined, based upon the advice provided by its financial advisors, that acceptance of the
purchase price for the Bonds is on terms advantageous to, and in the best interests of, the City.
(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 City 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 its financial
advisor (the "Letter of Instructions").
(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.
(e) Escrow Fund. By agreeing to the purchase the Bonds, the TWDB agrees that the bond
proceeds shall be deposited pursuant to the Letter of Instructions into the Project Fund and/or the
escrow fund established in the Escrow Agreement between the City and BOKF,NA, and that the
procedures set forth in Section 5(e) of this Thirty-First Supplement satisfy TWDB Resolution 15-
091.
(f) Investment of Bond Proceeds. Proceeds from the sale of the Bonds shall be held at a
designated state depository or other properly chartered and authorized institution in accordance
with Chapter 2256, Texas Government Code, and Chapter 2257, Texas Government Code.
Section 24. PROJECT FUND. (a) Protect Fund Created. That there is hereby created,
established and maintained on the books of the City, a separate fund to be entitled the "City of Fort
Worth, Texas Water and Sewer System Series 2017B Revenue Bonds Project Fund" (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 in Section 12 hereof, the proceeds
of the Bonds shall be deposited pursuant to the Letter of Instructions into the Project Fund and/or
the escrow fund specified in the Escrow Agreement(the"Escrow Fund")pursuant to Section 23(e).
Amounts disbursed to the City from the Escrow Fund pursuant to the Escrow Agreement shall be
deposited by the City to the Project Fund and used by the City for payment or reimbursement to
the City of the costs of extending and improving the System, and the payment or reimbursement
to the City of costs associated therewith, including any costs for engineering, financing, financial
consultation, administrative, auditing and legal expenses. Amounts in the Project Fund shall be
20
timely and expeditiously used to pay or reimburse such costs, in compliance with applicable
federal and Texas law.
(c) Surplus Proceeds. Any surplus proceeds, including the investment earnings derived
from the investment of monies on deposit in the Escrow Fund or the Project Fund, from the Bonds
remaining on deposit in the Escrow Fund or 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, unless the Executive Administrator of TWDB approves the
use of such surplus proceeds to pay eligible costs of improving or extending the System by funding
projects that are part of the State Water Plan.
Section 25. ADDITIONAL COVENANTS. That in connection with the sale of the Bonds
to the TWDB, the City covenants as follows:
(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 may be required by TWDB, as further addressed in subsection
(h) of this Section.
(b) Audits. For so long as the State of Texas owns any of the Bonds, the City 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 maintained by the City and made available, on request, 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 City for improvements and extensions to the System which were
financed by the issuance of the Bonds.
(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 City 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 parties
arising from the sampling, analysis, transport, storage, treatment,recycling, and disposition of any
contaminated sewage sludge, contaminated sediments, and/or contaminated media that may be
21
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 Determination. 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 in the project financed with the proceeds of the Bonds. The
City may 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).
0) No Purchase of TWDB Bonds. The City agrees that neither it nor any related party to
the City will purchase, as an investment or otherwise, bonds issued by TWDB including, without
limitation, bonds issued by TWDB, the proceeds of which were used by TWDB to purchase the
Bonds.
(k) Compliance with Federal Contracting_Law. The City acknowledges that it has a legal
obligation to comply with any applicable requirements of federal law relating to contracting with
disadvantaged business enterprises, and the City shall report to the TWDB the amount of Bond
proceeds, if any, that were used to compensate historically underutilized businesses that worked
on the project, in accordance with 31 TAC § 363.1312.
(1) Compliance with State Contracting Law. The City acknowledges that it has a legal
obligation to comply with any applicable requirements of Texas law relating to contracting with
historically underutilized businesses.
(m) Records and Accounts. The City shall maintain current,accurate and complete records
and accounts in accordance with generally accepted accounting principles necessary to
demonstrate compliance with the legal and contractual provisions set forth in the financing
agreement entered into by and between the City and the TWDB with respect to the Bonds
consistent with TWDB Resolution No. 15-091 (the "Financing Agreement").
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 City
Secretary, and all other officers, employees,and agents of the City, and each of them, shall be and
they are hereby expressly authorized, empowered and directed from time to time and at any time
to do and perform all such acts and things and to execute, acknowledge and deliver in the name
and under the corporate seal and on behalf of the City all such instruments, whether herein
mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this
Thirty-First 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
22
rating agencies, the execution of a Financing Agreement, and the execution of the No Litigation
Certificate. The City Council authorizes the payment of the fee of the Office of the Attorney
General of the State of Texas for the examination of the proceedings relating to the issuance of the
Bonds, in the amount determined in accordance with the provisions of Section 1202.004, Texas
Government Code.
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 initially shall be issued and delivered
in such manner that no physical distribution of the Bonds will be made to the public, and The
Depository Trust Company("DTC"),New York,New York, initially will act as depository for the
Bonds. DTC has represented that it is a limited purpose trust company incorporated under the
laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under Section 17A of the Securities Exchange Act of 1934, as amended, and the City
accepts, but in no way verifies, such representations. The definitive Bonds authorized by this
Thirty-First Supplement and issued in exchange for the Initial Bond pursuant to Section 5(e)(2)
shall be delivered to and registered in the name of CEDE & CO., the nominee of DTC. 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 a book-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 City is not responsible or liable for any functions of
DTC, will not be responsible for paying any fees or charges with respect to its services, will not
be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its
participants, or protecting any interests or rights of the beneficial owners of the Bonds. It shall be
the duty of the DTC Participants, as defined in the Private Placement Memorandum 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 City does
not represent nor covenant that the initial book-entry system established with DTC will be
maintained in the future. Notwithstanding the initial establishment of the foregoing book-entry
system with DTC, if for any reason any of the originally delivered Bonds is duly filed with the
Paying Agent/Registrar with proper request for transfer and substitution, as provided for in this
Thirty-First Supplement, substitute Bonds will be duly delivered as provided in this Thirty-First
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
23
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 Thirty-First Supplement is hereby declared
to be an Event of Default:
(i) the failure to make payment of the principal of any Bond when the same
becomes due and payable; or
(ii) except as provided in Section 18(c)(iv) of this Thirty-First Supplement,default
in the performance or observance of any other covenant, agreement or obligation of the
City, the failure to perform which materially, adversely affects the rights of the registered
owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in
accordance with this Thirty-First Supplement, and the continuation thereof for a period of
sixty (60) days after notice of such default is given by any registered owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner (including specifically TWDB) or an authorized representative thereof,
including, but not limited to,a trustee or trustees therefor,may proceed against the City, or
any official, officer or employee of the City in their official capacity, for the purpose of
protecting and enforcing the rights of the registered owners under this Thirty-First
Supplement, by mandamus or other suit, action or special proceeding in equity or at law,
in any court of competent jurisdiction, 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 in equity; provided, however, that notwithstanding any other
provision of this Thirty-First Supplement,the right to accelerate the debt evidenced by the
Bonds shall not be available as a remedy under this Thirty-First Supplement.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
24
(iii) By accepting the delivery of a Bond authorized under this Thirty-First
Supplement, such registered owner agrees that the certifications required to effectuate any
covenants or representations contained in this Thirty-First Supplement do not and shall
never constitute or give rise to a personal or pecuniary liability or charge against the
officers, employees or members of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the registered owners with
any liability, or be held personally liable to the registered owners under any term or
provision of this Thirty-First Supplement, or because of any Event of Default or alleged
Event of Default under this Thirty-First Supplement.
Section 30. PREAMBLE. That the preamble to this Thirty-First Supplement is hereby
incorporated by reference, and is to be considered a part of the operative text of this Thirty-First
Supplement.
Section 31. RULES OF CONSTRUCTION. That for all purposes of this Thirty-First
Supplement, unless the context requires otherwise, all references to designated Sections and other
subdivisions are to the Sections and other subdivisions of this Thirty-First Supplement. The words
"herein", "hereof' and "hereunder" and other words of similar import refer to this Thirty-First
Supplement as a whole and not to any particular Section or other subdivision. Except where the
context otherwise requires, terms defined in this Thirty-First Supplement to impart the singular
number shall be considered to include the plural number and vice versa. References to any named
person means that party and its successors and assigns. References to any constitutional, statutory
or regulatory provision means such provision as it exists on the date this Thirty-First Supplement
is adopted by the City and any future amendments thereto or successor provisions thereof. All
ordinances and resolutions or parts thereof in conflict herewith are hereby repealed.
Section 32. IMMEDIATE EFFECT. That this Thirty-First Supplement shall be
effective immediately from and after its passage in accordance with the provisions of Section
1201.028, Texas Government Code, and it is accordingly so ordained.
[Execution Page Follows]
25
ADOPTED AND EFFECTIVE , 2017
ayor,
City of Fort , Texas
sistant City Secretary U ......
APPROVED AS TO FORM AND LEGALITY:
* 2
City Atto
Signature Page—Ordinance Authorizing/ssuance of Series 2017B
Water and Sewer System Revenue Bonds
EXHIBIT A
That, as used in this Thirty-First 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
Thirty-First Supplement.
"Authorized Denomination" means Bonds in a denomination of $5,000 or any integral
multiple thereof.
"Bonds" means the Series 2017B 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.
"Chapter 1502" means Chapter 1502, Texas Government Code.
"Designated Trust Office" means the city so designated in Section 5(a) of the Thirty-First
Supplement.
"DTC" shall have the meaning given said term in Section 28 of the Thirty-First
Supplement.
"Eighteenth Supplement" means the ordinance authorizing the issuance of the Series 2010
Bonds.
"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 Series
2010A Bonds.
"No Litigation Certificate" means a certificate executed by a Designated Financial Officer
certifying that no litigation has been filed or, to the best knowledge of the Designated Financial
A-1
Officer, threatened,pertaining to, affecting or contesting the issuance, delivery,payment, security
or validity of any proposed delivery of the Bonds.
"Official Statement" means the document prepared by or on behalf of the City in
connection with offering the Series 2017A Bonds for sale and describing certain characteristic and
key information regarding the Bonds, the System, and the City.
"Paying Agent/Registrar" means the financial institution specified in Section 5(a) of the
Thirty-First Supplement.
"Previously Issued Parity Bonds" means the Series 2008 Bonds, the Series 2009 Bonds,
the Series 2010 Bonds, the Series 2010A Bonds,the Series 2010E Bonds,the Series 2010C Bonds,
the Series 2011 Bonds, the Series 2012 Bonds, the Series 2014 Bonds, the Series 2015 Bonds, the
Series 2015A Bonds, the Series 2015B Bonds, the Series 2016 Bonds, the Series 2017 Bonds and
the Series 2017A Bonds.
"Registration Books" shall have the meaning given said term in Section 5(a) of the Thirty-
First Supplement.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Series 2008 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2008, authorized by the Sixteenth Supplement.
"Series 2009 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2009, authorized 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.
"Series 2010A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2010A, authorized by the Nineteenth Supplement.
"Series 2010B Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2010B, authorized by the Twentieth Supplement.
"Series 2010C Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2010C, authorized by the Twenty-First Supplement.
"Series 2011 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2011, authorized by the Twenty-Second
Supplement.
"Series 2012 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2012, authorized by the Twenty-Third Supplement.
A-2
"Series 2014 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2014, authorized by the Twenty-Fourth
Supplement.
"Series 2015 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2015, authorized by the Twenty-Fifth Supplement.
"Series 2015A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2015A, authorized by the Twenty-Sixth
Supplement.
"Series 2015B Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2015B, authorized by the Twenty-Seventh Supplement.
"Series 2016 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2016, authorized by the Twenty-Eighth
Supplement.
"Series 7017 Ronck" meant the City of Fort Worth Texac Water And Sewer Svctem
Revenue Bonds, Series 2017, authorized by the Twenty-Ninth Supplement.
"Series 2017A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2017, authorized by the Thirtieth
Supplement.
"Seventeenth Supplement"means the ordinance authorizing the issuance of the Series 2009
Bonds.
"Sixteenth Supplement" means the ordinance authorizing the issuance of the Series 2008
Bonds.
"State Water Plan" means the State's comprehensive water plan prepared, developed,
formulated and approved by the Texas Water Development Board pursuant to Subchapter C of
Chapter 16, Texas Water Code.
"Term Bonds" means those Bonds, if any, identified in the Thirty-First Supplement as
"term bonds".
"Thirtieth Supplement" means the ordinance authorizing the issuance of the Series 2017A
Bonds.
"Thirty-First Supplement" means the ordinance authorizing the issuance of the Series
2017B Bonds.
"Treasury Regulations"means all applicable temporary,proposed and final regulations and
procedures promulgated under the Code or promulgated under the Internal Revenue Code of 1954,
to the extent applicable to the Code.
"TWDB" or the "Board" means the Texas Water Development Board.
A-3
"Twentieth Supplement" means the ordinance authorizing the issuance of the Series 2010B
Bonds.
"Twenty-First Supplement" means the ordinance authorizing the issuance of the Series
2010C Bonds.
"Twenty-Second Supplement" means the ordinance authorizing the issuance of the Series
2011 Bonds.
"Twenty-Third Supplement" means the ordinance authorizing the issuance of the Series
2012 Bonds.
"Twenty-Fourth Supplement" means the ordinance authorizing the issuance of the Series
2014 Bonds.
"Twenty-Fifth Supplement" means the ordinance authorizing the issuance of the Series
2015 Bonds.
"Twenty-Cixth gnnnlement" mennc the orclinnnre mithnri7ina the iccnnn�.e of the Ceriec
1 1
2015A Bonds.
"Twenty-Seventh Supplement"means the ordinance authorizing the issuance of the Series
2015B Bonds.
"Twenty-Eighth Supplement" means the ordinance authorizing the issuance of the Series
2016 Bonds.
"Twenty-Ninth Supplement" means the ordinance authorizing the issuance of the Series
2017 Bonds.
A-4
EXHIBIT B
FORM OF BOND:
NO. R-_ $
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE
BOND, SERIES 2017B
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT, PENTON, PARKER, WTSE AND JOHNSON COTTNTTFS. TEXAS (the "Issuer").
hereby promises to pay to ,or to the registered assignee hereof(either being
hereinafter called the "registered owner")the principal amount of
DOLLARS
and to pay interest thereon from the delivery date specified above, on February 15, 2018 and
semiannually on each August 15 and February 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/Registrar's Authentication Certificate appearing on the face of this Bond
is dated later than February 15,2018, such interest is payable semiannually on each August 15 and
February 15 following such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in 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 Austin, Texas (the
"Designated Trust Office"), of BOKF, NA, 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/Registrar 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 Agent/Registrar 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 it appeared on the
last Business Day of the month next preceding each such date (the "Record Date") on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued
interest due at 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 or beneficial owner of 100%in aggregate principal amount of the Bonds then Outstanding,
B-1
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 avail-
able funds, of all principal of and interest on the Bonds, when due.
IN THE EVENT of a non-payment of interest on a scheduled payment date, and for 30
days thereafter, a new 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 is located are authorized by law or
executive order to close,then the date for such payment shall be the next succeeding day which is
not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due. Notwithstanding the foregoing, during any period 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 Issuer and the securities depository.
THIS BOND is one of a series of bonds of like tenor and effect except as to number,
principal amount, interest rate, maturity, and right of prior redemption, dated as of November 1,
2017, aggregating $63,000,000 (herein sometimes called the "Bonds"), issued for the purpose of
(i) extending and improving the System (as defined in the Bond Ordinance)through the financing
of projects that are part of the State of Texas' comprehensive water plan approved pursuant to
Subchapter C of Chapter 16, Texas Water Code(ii) funding a reserve fund for the Bonds, and(iii)
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 terms not defined herein shall have the same meaning as given
said terms in the Master Ordinance or the Bond Ordinance.
THE OUTSTANDING BONDS maturing on and after February 15, 2029 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 February 15, 2028, or on any date thereafter, at the
redemption price of the principal amount of the Bonds called for redemption, and without
premium. If less than all of the Bonds within a maturity are to be redeemed, the Issuer direct the
Paying Agent/Registrar to call 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 Bonds, or portions thereof, within such maturity or maturities and in such
B-2
principal amounts, for redemption;provided,however, 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 Issuer and the securities depository. If a portion of any Bond
shall be redeemed, a substitute Bond will be issued as provided in the Bond Ordinance.
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 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 his address shown on the Registration
Books of the Paying Agent/Registrar 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 send1 1. , mail, or receive such notice described in clause
kl) auuvc, UI ally UGICUL LIXIVI11 Ul 111 LIX JGllulllg UI lllalllllg UICIVU1, Jlidli 11UL a11GL:ril L LIM VQdlully UI
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; and provided, further, that if the TWDB is the
owner, registered or beneficial, of 100% of the Outstanding Principal Amount of the Bonds,
publication of notice of the redemption of the Bonds as provided in clause(ii)above is not required.
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 Agent/Registrar 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.
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, without interest coupons,payable to the appropriate registered owner, assignee
or assignees, as the case may be, having any authorized denomination or denominations as
requested in writing by the appropriate registered owner, assignee or assignees, as the case may
be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance
with the form and procedures set forth in the Bond Ordinance. Among other requirements for such
assignment and transfer, this Bond must be presented and surrendered to the Paying
Agent/Registrar at the Designated Trust Office, 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 is
or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed
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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
Agent/Registrar 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, 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 require 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 this Bond, the Master Ordinance and the
Bond Ordinance constitute a contract between each registered owner hereof and the Issuer.
THE BONDS are special obligations of the Issuer payable solely from and equally secured
by a first lien on and pledge of the Pledged Revenues of the System. The Issuer has reserved the
right, subject to the restrictions stated, and adopted by reference, in the Master Ordinance,to issue
additional 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)
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circumstances amendments must be approved by the owners of a majority in Outstanding Principal
Amount of the Bonds.
THE 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, attested by the imprinted or lithographed facsimile
signature of the City Secretary, and approved as to form and legality by the imprinted or
lithographed facsimile signature of the City Attorney, and the official seal of the Issuer has been
duly affixed to,printed, lithographed or impressed on this Bond.
CITY OF FORT WORTH, TEXAS
By
Betsy Price, Mayor
ATTEST:
Mary J. Kayser, City Secretary,
APPROVED AS TO FORM AND LEGALITY: (SEAL)
Sarah Fullenwider, City Attorney
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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
Comptroller of Public Accounts of the
State of Texas
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed and attached 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 BOKF, NA,
Paying Agent/Registrar
By
Authorized Signatory
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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, including zip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the 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 NOTICE: The signature(s) above must
a member firm of the New York Stock correspond with the name of the Registered
Exchange or a commercial bank or trust Owner as it appears upon the front of this Bond
company. in every particular, without alteration or
enlargement or any change whatsoever.
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The Initial Bond shall be in the form set forth above, except that the form of the single fully
registered Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the headings "Interest Rate" and "Maturity
Date" shall be omitted; and
(ii) Paragraph one shall read as follows:
Registered Owner: Texas Water Development Board
Principal Amount: Sixty-Three Million and No/100 Dollars
THE CITY OF FORT WORTH, IN TARRANT, DENTON, PARKER, JOHNSON AND
WISE COUNTIES, TEXAS (the "Issuer")promises to pay to the Registered Owner named above,
or the registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each
of the years and in principal installments in accordance with the following schedule:
(Information to be inserted from schedule in Section 3 hereof)
and to pay interest thereon from the date of delivery specified above, on February 15, 2018 and
semiannually on each August 15 and February 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.
B-8
Exhibit C
to Thirty-First
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Thirty-First 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 in 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
gni 7 n Bcnd-1• .,,,a
"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 above.
C-1
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on IGN712017 -Ordinance Nos. 22967-10-2017, 2296840-
2017, & 22969-104017
DATE: Tuesday, October 17, 2017 REFERENCE NO.: G-19141
LOG NAME: 1317 WATER & SEWER- SERIES 2017B
SUBJECT:
Adopt Thirty-First Supplemental Ordinance Authorizing Issuance and Sale of City of Fort Worth, Texas
Water and Sewer System Revenue Bonds, Series 2017B, in the Aggregate Principal Amount of
$63,000,000.00 and Approving Sale of the Bonds to the Texas Water Development Board and Adopt
Appropriation Ordinances (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
1. It is recommended that the City Council adopt the attached supplemental ordinance authorizing the
issuance and sale of Water and Sewer System Revenue Bonds, Series 2017B, in the aggregate principal
amount of$63,000,000 and approving the sale of the bonds to the Texas Water Development Board;
2. Adopt the attached ordinance increasing estimated receipts and appropriations in the Water and Sewer
Bond 2017B Project Fund in the amount of$63,000,000.00 from proceeds of the sale of revenue bonds,
to make system improvements, pay costs of issuance of up to $165,000, and to make a transfer of up to
$2,363,549,74 to the Water& Sewer Debt Service Reserve Fund to fund the required reserve, with all
such amounts subject to reduction to conform to final figures reflected in bond closing documents; and
3. Adopt the attached ordinance, increasing estimated receipts and appropriations in the Water& Sewer
Debt Service Reserve Fund in the amount of$2,363,549.74 from transferred bond proceeds to fund the
required reserve, with such amount subject to reduction to conform to final figure reflected in bond closing
documents.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to approve issuance and sale of revenue
bonds to the Texas Water Development Board (TWDB) providing the second phase of the two-part
subsidized financing for implementation of the multi-phase Advanced Metering Infrastructure (AMI) Project
along with an automated leak detection system. Sale of these bonds is projected to close on November
21, 2017 and the proceeds will be used to pay for final phases of the project, funding a reserve fund for
the bonds, and paying the costs of issuance.
The planned project comes under the auspices of TWDB's State Water Implementation Revenue Fund for
Texas (SWIRFT) Program, which provides low-cost financial assistance for eligible projects. The
subsidized interest rates offered by the program are less than traditional debt-financing costs. The
estimated borrowing cost for this debt issuance is 1.52 percent.
In 1991, the City adopted a Master Ordinance establishing a Water and Sewer System Revenue
Financing Program for the Water Department. Each time the Water Department issues debt, a
supplemental ordinance must be adopted which contains details specific to the debt being issued. This
Logname: 1317 WATER SEWER- SERIES 2017B Page 1 of 2
issuance would be the thirty-first supplemental ordinance since the Master Ordinance was adopted.
The attached ordinances reflect the maximum appropriations for proceeds, costs of issuance, and reserve
fund. To the extent numbers at closing are less than those reflected in the ordinances, available
appropriation amounts will be reduced as needed to reflect final figures based on the closing documents
to ensure appropriations do not exceed actuals.
This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that this debt issuance is part of the Water& Sewer five-year Capital
Improvement Program. Funding for the annual debt service payments will be available from the current
operating budget, as appropriated, of the Water and Sewer Fund. Adoption of the appropriation ordinance
will provide the necessary budget approval to record the sale of the debt and the associated expenses,
contribution to the reserve fund and appropriations to capital projects.
FUND IDENTIFIERS (FIDs):
TO
Fund Department ccoun Project Program ctivity Budget Reference # mount
ID ID Year Chartfield 2
FROM
Fund Department ccoun Project JProgram ctivity Budget Reference # �mountl
ID ID Year Chartfield 2
CERTIFICATIONS:
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: Alex Laufer (2268)
Logname: 1317 WATER SEWER - SERIES 2017B Page 2 of 2
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Ronald P. Gonzales, Assistant 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 October 17 2017, and of the ordinance authorizing the issuance of Water and Sewer
System Revenue Bonds, Series 2017B, 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, elI��eof, I have set(�3 �iapd and have hereunto affixed the seal of said City
of Fort Worth, this � J day of_ {�% , 2017.
FoRr As istant City Secretary of t
�0. �0 City of Fort Worth,Texas
�L'XAS