HomeMy WebLinkAboutOrdinance 19801-07-2011THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON AND WISE
CITY OF FORT WORTH
On the 26th day of July, 2011, the City Council of the City of Fort Worth, Texas, met in
regular, open, public meeting in the City Council Chamber in the City Hall, and roll was called of the
duly constituted members of the City Council, to -wit:
Betsy Price,
Salvador Espino,
W.B. "Zim" Zimmerman
Danny Scarth,
Frank Moss,
Jungus Jordan,
Dennis Shingleton,
Kathleen Hicks,
Joel Burns,
Tom Higgins
Sarah Fullenwider,
Marty Hendrix,
Lena Ellis,
Mayor
Councilmembers,
Interim City Manager,
City Attorney,
City Secretary,
Chief Financial Officer
thus constituting a quorum present; and after the City Council had transacted certain business, the
following business was transacted, to -wit:
Councilmember J6 � introduced an ordinance and moved its passage. The motion
was seconded by Councilmember feiQjrta . The Ordinance was read by the City Secretary. The
motion, carrying with it the passage of the ordinance prevailed by a vote of I YEAS, Q NAYS.
The ordinance as passed is as follows:
ORDINANCE NO. 19801 -07 -2011
TWENTY- SECOND SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE REFUNDING AND IMPROVEMENT BONDS,
SERIES 2011, IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $180,000,000;
DELEGATING TO THE DESIGNATED CITY OFFICIALS THE AUTHORITY TO EFFECT
THE SALE OF THE BONDS; ENACTING OTHER PROVISIONS RELATING TO THE
SUBJECT; AND DECLARING AN IMMEDIATE EFFECTIVE DATE
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON AND WISE
CITY OF FORT WORTH
WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer "), a "home -rule"
city operating under 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 twenty
one 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
M &C 17337 (726201 1 ) — Ordinance No. 19801 -07 -201 1
Supplement ", "Nineteenth Supplement ", "Twentieth Supplement" and "Twenty -First
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 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 and the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series
2O10C 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 1991 A Bonds, Series 1991 B Bonds, Series 1993 Bonds,
Series 1996 Bonds, Series 1997 Bonds, Series 1998 Bonds, Series 2000 Bonds, Series 2000B
Bonds and Series 2004 Bonds are no longer are outstanding, and the aforesaid Series 2001
Bonds, Series 2003 Bonds, Series 2003A Bonds, Series 2005 Bonds, Series 2005A Bonds, Series
2007 Bonds, Series 2008 Bonds, Series 2009 Bonds, Series 2010 Bonds, Series 2010A Bonds,
Series 2010B Bonds and Series 2010C Bonds are hereinafter referred to as the "Previously
Issued Parity Bonds "; and
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 City Council finds that the outstanding obligations described in
Schedule I attached to this Twenty- Second Supplement are eligible to be refunded to achieve a
debt service savings; and
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WHEREAS, the City Council finds that the issuance of the bonds authorized by this
Twenty- Second Supplement in part for the purpose of refunding all or a portion of the
outstanding obligations described in Schedule I attached to this Twenty- Second Supplement to
realize a net present value savings is a public purpose; and
WHEREAS, the bonds authorized by this Twenty- Second Supplement are to be issued in
part for the purpose of extending and improving the City's combined water and sewer system, as
further described in this Ordinance; and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City
Council delegates to the City Manager, any Assistant City Manager and the Chief Financial
Officer of the City the authority to effect the sale of the bonds authorized by this Twenty- Second
Supplement, subject to the parameters described in this Twenty- Second Supplement.
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 Twenty- Second Supplement, the terms used in this Twenty- Second 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 Twenty- Second Supplement.
Any references in this Twenty- Second Supplement to the "FORM OF BOND" shall be to the
form of the Bonds as set forth in Exhibit B to this Twenty- Second 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 an aggregate
principal amount not to exceed $180,000,000 for the purpose of (i) extending and improving the
System, (ii) refunding the Refunded Obligations, 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 Refunding and Improvement Bonds, Series 2011 ". The Bonds are
authorized pursuant to Chapter 1207, Chapter 1371, Chapter 1502 and other applicable laws of
the State of Texas.
Section 3. DELEGATION OF SALE OF BONDS; PARAMETERS. (a) Maximum
Maturity of Bonds. That the Bonds shall be sold as fully registered bonds, without interest
coupons, numbered consecutively from R -1 upward, payable to the respective initial registered
owners of the Bonds, or to the registered assignee or assignees of the Bonds, in any Authorized
Denomination, maturing not later than February 15, 2035, payable serially or otherwise on the
dates, in the years and in the principal amounts, and dated, all as set forth in the Purchase
Agreement.
(b) Delegation of Authority. It is in the best interests of the City for the Bonds to be sold
through a negotiated sale. The City Manager is hereby authorized to designate the senior
managing underwriter for the Bonds. The City Council authorizes each Authorized
M&C 17337 (7/26/2011) —Ordinance No. 19801 -07 -2011
Representative to enter into and carry out the Purchase Agreement with the Underwriters, in
substantially the form attached to this Twenty- Second Supplement. The Bonds shall be sold to
the Underwriters at the price, and subject to the terms and conditions as set forth in the Purchase
Agreement, as determined by the Authorized Representative pursuant to subsection (d) of this
Section. The authority of an Authorized Representative to execute the Purchase Agreement shall
expire at 5:00 p.m. on Friday, December 30, 2011. Any finding or determination made by an
Authorized Representative relating to the issuance and sale of the Bonds and the execution of the
Purchase Agreement shall have the same force and effect as a finding or determination made by
the City Council.
(c) Pricing of Bonds. In accordance with Chapter 1207 and Chapter 1371, the City
Council authorizes each Authorized Representative to act on behalf of the City in selling and
delivering the Bonds and carrying out the other procedures specified in this Twenty- Second
Supplement, including determining and fixing the date of the Bonds, any additional or different
designation or title by which the Bonds shall be known, the aggregate principal amount of the
Bonds sold, the date of delivery of the Bonds sold, the price at which the Bonds will be sold, the
years in which the Bonds will mature, the principal amount of Bonds to mature in each of such
years, that portion of the Bonds, if any, to be issued for the improvement and extension of the
System and the principal amount of any Bonds issued for such purpose, that portion of the
Bonds, if any, to be issued for the refunding of the Refunded Obligations and the principal
amount of any Bonds issued for such purpose, that portion of the Bonds, if any, to be issued as
capital appreciation bonds and the maturity amount of any Bonds issued as capital appreciation
bonds, the rate or rates of interest to be borne by or accrue on each maturity, the interest payment
periods, the dates, price, and terms upon and at which the Bonds shall be subject to redemption
prior to maturity at the option of the City, as well as any mandatory sinking fund redemption
provisions, and all other matters relating to the issuance, sale, and delivery of the Bonds, and the
refunding of the Refunded Obligations, including, without limitation, obtaining a municipal bond
insurance policy in support of the Bonds, all of which shall be specified in the Purchase
Agreement; provided, that (i) the price to be paid for the Bonds shall not be less than 95% of the
aggregate original principal amount of the Bonds, plus accrued interest, if any, from the date of
their delivery, (ii) none of the Bonds shall bear interest (or, in the case of any Bond issued as a
capital appreciation bond, producing a yield) at a rate greater than 6.00% per annum, and (iii) the
Bonds shall not be sold for the purpose of refunding the Refunded Obligations unless the
refunding of the Refunded Obligations results in achieving the minimum net present value debt
service savings threshold described in subsection (d) of this Section. The Bonds of each maturity
shall bear or accrue interest calculated on the basis of a 360 -day year composed of twelve 30 -day
months from the dates specified in the FORM OF BOND set forth in this Ordinance, to their
respective dates of maturity at the rates set forth in the Purchase Agreement. Interest on the
Bonds shall be payable on the dates set forth in the Purchase Agreement, until the maturity or
prior redemption of the Bonds. The amount of the savings to be realized from the refunding of
the Refunded Obligations, on both a gross and a present value basis, shall be set forth in a
certificate (further described in subsection (d) of this Section) to be executed by the Chief
Financial Officer of the City. The determination of the Authorized Representative to cause the
Bonds to be issued for either the improving and extending of the System or the refunding of the
Refunded Obligations, or for both purposes, shall have the same force and effect as if such
determination had been made by the City Council.
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(d) Savings Threshold. As a condition to the issuance of the Bonds for the purpose of
refunding all or any of the Refunded Obligations, the refunding of the aggregate principal
amount of the Refunded Obligations must produce (i) a net present value savings, calculated in
accordance with GASB Statement No. 7, of at least three and one -half percent (3.50 %), and (ii) a
positive gross savings. The principal amount of Bonds issued to refund Refunded Obligations,
and the Refunded Obligations to be refunded, shall be specifically identified in the Purchase
Agreement. An Authorized Representative may elect not to refund any of the obligations listed
in Schedule I, but in no event shall the Bonds be issued if the refunding of the aggregate
principal amount of the obligations selected for refunding does not result in the minimum--
savings threshold established in this Twenty- Second Supplement being met. On or before the
date of delivery of the Bonds, the Chief Financial Officer of the City shall execute and deliver to
the City Council a certificate stating that the savings threshold established in this Twenty- Second
Supplement have been met. The certificate shall specifically state both the net present value
savings and the gross savings realized by the City as a result of refunding the Refunded
Obligations. The determination of an Authorized Representative relating to the issuance and sale
of Bonds to refund Refunded Obligations as provided in the Purchase Agreement shall have the
same force and effect as a determination made by the City Council.
(e) General. The City Council authorizes the City Manager and the Chief Financial
Officer of the City to provide for and oversee the preparation of a preliminary and final official
statement in connection with the issuance of the Bonds, and to. approve the preliminary and final
official statement and deem the preliminary official statement final, and to provide it to the
Underwriters, in compliance with the Rule. 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. Proceeds from the sale of the
Bonds shall be used in the manner described in a letter of instructions executed by or on behalf
of the City, provided, that proceeds representing accrued interest on the Bonds shall be deposited
to the credit of the Debt Service Fund and proceeds representing premium received in connection
with the sale of the Bonds shall be used in a manner consistent with the provisions of Section
1201.042(d), Texas Government Code, including, without limitation, for improving and
extending the System.
Section 4. REDEMPTION. (a) Optional Redemption. That the Bonds may be subject to
redemption prior to their scheduled maturities at the option of the City, on the dates and in the
manner provided in the Purchase Agreement. Should the Purchase Agreement provide for the
redemption of the Bonds, if less than all of the Bonds are to be redeemed by the City, the City
shall determine the maturity or maturities and the amounts to be redeemed and shall direct the
Paying Agent/Registrar to call by lot Bonds, or portions of Bonds, within a maturity and in the
principal amounts for redemption; provided, that during any period in which ownership of the
Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than
all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the
particular Bonds shall be selected in accordance with the arrangements between the City and the
securities depository. The FORM OF BOND shall be revised to reflect any optional redemption
of the Bonds, to the extent provided in the Purchase Agreement.
M&C 17337 (7/26/2011) -Ordinance No. 19801-07-2011
(b) Mandatory Redemption. Should the Purchase Agreement provide for the mandatory
sinking fund redemption of the Bonds, the terms and conditions governing any mandatory
sinking fund redemption and the payment of mandatory sinking fund payments shall be set forth
therein, and the FORM OF BOND shall be revised to reflect any mandatory sinking fund
redemption of the Bonds, to the extent provided in the Purchase Agreement.
(c) General Notice. Notice of any redemption of Bonds shall be given in the following
manner, to -wit, 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
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. 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. 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 Twenty- Second Supplement. The
maturities of Bonds to be called for redemption shall be determined by the City. The Bonds or
portions to be redeemed within each such maturity shall be selected by lot or other customary
random method selected by the Paying Agent/Registrar (provided that a portion of a Bond may
be redeemed only in an Authorized Denomination). The City shall give written notice to the
Paying Agent/Registrar of any such redemption of Bonds at least sixty (60) calendar days (or
such shorter period as is acceptable to the Paying Agent/Registrar) prior to such redemption.
(d) 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.
M&C 17337 (7/26/2011) —Ordinance No. 19801 -07 -2011 6
(ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Twenty- Second 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, if any, the amounts called for redemption, the publication and
mailing date for the notice, the date of redemption, the redemption price, the name of the Paying
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.
Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration Transfer
Conversion and Exchange• Authentication. That the City shall keep or cause to be kept at the
designated corporate trust office of Wells Fargo Bank, National Association (the "Paying
Agent/Registrar "), books or records for the registration of the transfer, conversion and exchange
of the Bonds (the "Registration Books "), and the City hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
registrations of transfers, conversions and exchanges under such reasonable regulations as the
City and the Paying Agent/Registrar may prescribe; and the Paying Agent/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, and such interest 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 a conversion, 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 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
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M &C 17337 (7/26/2011) —Ordinance No. 19801 -07 -2011
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 Twenty- Second Supplement, approved by the
Attorney General, and registered by the Comptroller of Public Accounts. As of the date this
Twenty- Second Supplement is approved by the City, the Designated Trust Office is the Fort
Worth, Texas corporate trust office of Wells Fargo Bank, National Association.
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of, premium, if any, and
interest on the Bonds, all as provided in this Twenty- Second Supplement. The Paying
Agent/Registrar shall keep proper records of all payments made by the City and the Paying
Agent/Registrar with respect to the Bonds.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred
and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the
characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and
interest on the Bonds shall be payable, and (viii) shall be administered and the Paying
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 Twenty- Second
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 Twenty- Second Supplement the Paying Agent/Registrar shall execute the
Authentication Certificate.
(d) Substitute Paving• 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 Twenty -
Second 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 Twenty -
Second 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
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M&C 17337 (7/26/2011) — Ordinance No. 19801-07-2011
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 Twenty- Second Supplement, and a certified copy of this
Twenty- Second Supplement shall be delivered to each Paying Agent/Registrar.
Section 6. FORM OF BONDS. (a) Form of Bonds. That the form of all Bonds,
including the form of the Authentication Certificate, the form of Assignment, and the form of the
Comptroller's Registration Certificate to be attached only to the Bonds initially issued and
delivered pursuant to this Twenty- Second Supplement, shall be, respectively, substantially as set
forth in Exhibit B, with such appropriate variations, omissions, or insertions as are permitted or
required by this Twenty- Second 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 Twenty- Second 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.
(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
M &C 17337 (7/26/2011) -Ordinance No. 19801 -07 -2011
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 no deposits shall be made to the credit of the
Reserve Fund, as provided in Section 12(b) of this Twenty- Second Supplement.
Section 11. INVESTMENTS. That to the extent a reserve fund for the Bonds is created
after their delivery, money in the Reserve Fund created under this Twenty- Second 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 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.
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(b) Reserve Fund. Acting in accordance with the provisions of the Master Ordinance,
specifically, without limitation, Section 7 thereof, it is not necessary for the Bonds to be secured
by the Reserve Fund established for the benefit of the owners of Parity Obligations, and therefore
the City shall not be required to make deposits to the credit of the Reserve Fund with respect to
the Bonds.
Section 13. PAYMENT OF BONDS. That on or before the first scheduled interest
payment date, and on or before each interest payment date and principal payment date thereafter
while any Bond is Outstanding and unpaid, the City shall make available to the Paying
Agent/Registrar, out of the Debt Service Fund (and the Reserve Fund, if necessary) monies
sufficient to pay such interest on and such principal amount of the Bonds, as shall become due on
such dates, respectively, at maturity or by redemption prior to maturity. The Paying
Agent/Registrar shall destroy all paid Bonds and furnish the City with an appropriate certificate
of cancellation or destruction.
Section 14. COVENANTS REGARDING TAX - EXEMPTION. That the Issuer
covenants to refrain from any action which would adversely affect, or to take such action as to
ensure, the treatment of the Bonds as obligations described in section 103 of the Code, the
interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than ten percent (10 %) of the
proceeds of the Bonds or the projects financed therewith (less amounts deposited to a
reserve fund, if any) are used for any "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 Twenty- Second 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;
(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;
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(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
until such proceeds are needed for the purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148 -1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed ten percent of the proceeds of the
Bonds;
(g) to otherwise 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
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
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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, the Chief Financial Officer
of the City and the City Treasurer may execute any certificates or other reports required by the
Code and to make such elections, on behalf of the City, which may be permitted by the Code as
are consistent with the purpose for the issuance of the Bonds. In order to facilitate compliance
with the above clause (h), a "Rebate Fund" is hereby established by the City for the sole benefit
of the United States of 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. (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
and subsection (b) below 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 will not adversely affect the excludability for federal income tax purposes from
gross income of the interest.
Section 16. AMENDMENT OF TWENTY- SECOND 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 Twenty- Second
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 Twenty- Second 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;
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(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 the
Twenty- Second 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 principal 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 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 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 Twenty- Second Supplement shall be deemed to be amended
in accordance with such amendment, and the respective rights, duties and obligations under this
Twenty- Second 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.
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(f) Amendments Not Requiring Bondholder Consent. The foregoing provisions of this
Section notwithstanding, the City by action of the City Council may amend this Twenty- Second
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 Twenty- Second
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 Twenty- Second
Supplement, or in regard to clarifying matters or questions arising under this Twenty -
Second Supplement, as are necessary or desirable and not contrary to or inconsistent with
this Twenty- Second 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 Twenty- Second Supplement in any
other respect whatever, provided that such modification shall be, and be expressed to be,
effective only after the Bonds Outstanding at the date of the adoption of such
modification shall cease to be Outstanding;
(4) To make such amendments to this Twenty- Second 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;
(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 Twenty- Second 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 Twenty- Second 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
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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) Ehizibilily to Approval 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 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) Payment 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 Twenty -
Second Supplement equally and proportionately with any and all other Bonds duly issued under
this Twenty- Second Supplement.
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(e) Statutory Authority. In accordance with Chapter 1206, this Section of this Twenty.
Second 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 Twenty- Second
Supplement for Bonds issued in exchange for other Bonds.
Section 18. CONTINUING DISCLOSURE UNDERTAKING. (a). Annual Reports: (i)
That the City shall provide annually to the MSRB, within six months after the end of each Fiscal
Year ending in or after 2011, financial information and operating data with respect to the City of
the general type described in Exhibit C hereto. Any financial statements so to be provided shall
be (1) prepared in accordance with the accounting principles described in Exhibit C hereto, or
such other accounting principles as the City may be required to employ from time to time
pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such
statements and the audit is completed within the period during which they must be provided. If
the audit of such financial statements is not complete within such period, then the City shall
provide unaudited financial statements within such period and shall provide audited financial
statements for the applicable Fiscal Year to the MSRB, when and if the audit report on such
statements becomes available.
(ii) If the City changes its Fiscal Year, it will notify the MSRB of the change (and of the
date of the new Fiscal Year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section. The
financial information and operating data to be provided pursuant to this Section may be set forth
in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB)
that theretofore has been provided to the MSRB or filed with the SEC. Filings shall be made
electronically, in such format as is prescribed by the MSRB.
(b) Disclosure Event Notices. The City shall notify the MSRB, in a timely manner not in
excess of ten Business Days after the occurrence of the event, of any of the following events with
respect to the Bonds:
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;
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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 (b) 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,
leaving the City Council and official or officers of the City Lin in possession but subject
l 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.
(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 Twenty- Second 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 be or
any legal or equitable right, remedy, or claim hereunder to an other
undertakes to provide only the financial information, operating data, financial statements, Ca d
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.
M&C 17337 ( 7/26/2011) —Ordinance No. 19801-07-2011 is
(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 Twenty- Second Supplement for purposes of any
other provision of this Twenty- Second 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 Twenty- Second Supplement that
authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a
person that is unaffiliated with the City (such as nationally recognized bond counsel) determines
that such amendment will not materially impair the interest of the holders and beneficial owners
of the Bonds. If the City so amends the provisions of this Section, it shall include with any
amended financial information or operating data next provided in accordance with subsection (a)
of this Section an explanation, in narrative form, of the reason for the amendment and of the
impact of any change in the type of financial information or operating data so provided.
Section 19. TWENTY- SECOND 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 Twenty -
Second 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 Twenty- Second
Supplement by the City and the covenants and agreements set forth in this Twenty- Second
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 Twenty- Second Supplement.
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M&C 17337 (7/26/2011) — Ordinance No. 19801-07-2011
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 Twenty -
Second 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 TWENTY -
SECOND 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 Twenty -
Second 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 Twenty- Second
Supplement or any covenant, condition, stipulation, promise, agreement, or provision herein
contained. This Twenty- Second Supplement and all of the covenants, conditions, stipulations,
promises, agreements, and provisions hereof are intended to be and shall be for and inure to the
sole and exclusive benefit of the City, the Holders, and the Paying Agent/Registrar as herein and
therein provided.
Section 23. ESCROW AGREEMENT. That, if Bonds are issued for the purpose of
refunding the Refunded Obligations, concurrently with the delivery of the Bonds, the Chief
Financial Officer of the City shall cause to be deposited with the Escrow Agent, from the
proceeds from the sale of the Bonds and other available moneys of the City, all as described in
the letter of instructions referred to in Section 3(e) of this Ordinance, an amount sufficient to
provide for the refunding of the Refunded Obligations in accordance with Chapter 1207. For this
purpose, the City Council authorizes the City Manager or any Assistant City Manager and the
City Secretary to execute the Escrow Agreement, in substantially the form and substance
attached to this Ordinance. The City Council authorizes the City Manager, any Assistant City
Manager, the Chief Financial Officer of the City and the City Treasurer, and each of them, to
take any action necessary to obtain the securities to be held by the Escrow Agent in accordance
with the terms of the Escrow Agreement.
Section 24. REDEMPTION OF REFUNDED OBLIGATIONS. That, if Bonds are
issued for the purpose of refunding the Refunded Obligations, the City Council determines that,
subject to the delivery of the Bonds, the Refunded Obligations shall be called for redemption at
the redemption price of par plus accrued interest to the date fixed for redemption, on the
M&C 17337 (7/26/2011) -Ordinance No. 19801 -07 -2011 20
redemption dates set forth in the Purchase Agreement, all in accordance with the applicable
provisions of the proceedings authorizing the issuance of the Refunded Obligations. The City
Manager or his designee shall take such actions necessary to cause the required notice of
redemption to be given in accordance with the terms of the proceedings for the Refunded
Obligations called for redemption.
Section 25. 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 Twenty- Second Supplement and the Bonds, including, but not limited to,
conforming documents to receive the approval of the Texas Attorney General and to receive
ratings from municipal bond rating agencies.
Section 26. 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 27. 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 Bonds initially
authorized by this Twenty- Second Supplement 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
21
M &C 17337 (7/26/2011) -Ordinance No. 19801 -07 -2011
defined in the Official Statement herein approved, to make all arrangements with DTC to
establish this book -entry system, the beneficial ownership of the Bonds, and the method of
paying the fees and charges of DTC. The 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 Twenty- Second Supplement, substitute Bonds
will be duly delivered as provided in this Twenty- Second Supplement, and there will be no
assurance or representation that any book - entry system will be maintained for such Bonds.- To.
effect the establishment of the foregoing book -entry system, the City has executed and filed with
DTC the "Blanket DTC Letter of Representations" in the form provided by DTC to evidence the
City's intent to establish said book -entry system.
Section 28. DEFAULT AND REMEDIES. (a) Events of Default. That each of the
following occurrences or events for the purpose of this Twenty- Second 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) 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 Twenty- Second Supplement, and the
continuation thereof for a period of sixty (60) days after notice of such default is given by
any registered owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the registered owners under this Twenty- Second 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.
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M &C 17337 (7/26/2011) - Ordinance No. 19801-07-2011
(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 Twenty- Second Supplement, the right to accelerate the debt
evidenced by the Bonds shall not be available as a remedy under this Twenty- Second
Supplement.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Twenty- Second
Supplement, such registered owner agrees that the certifications required to effectuate
any covenants or representations contained in this Twenty- Second 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 Twenty- Second Supplement, or because of any Event of Default or
alleged Event of Default under this Twenty- Second Supplement.
Section 29. PREAMBLE. That the preamble to this Twenty- Second Supplement is
hereby incorporated by reference, and is to be considered a part of the operative text of this
Twenty- Second Supplement.
Section 30. RULES OF CONSTRUCTION. That for all purposes of this Twenty -
Second Supplement, unless the context requires otherwise, all references to designated Sections
and other subdivisions are to the Sections and other subdivisions of this Twenty- Second
Supplement. The words "herein ", "hereof' and "hereunder" and other words of similar import
refer to this Twenty- Second Supplement as a whole and not to any particular Section or other
subdivision. Except where the context otherwise requires, terms defined in this Twenty- Second
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 "City Manager" include any person acting in the capacity of City Manager,
whether on an interim or permanent basis. References to any constitutional, statutory or
regulatory provision means such provision as it exists on the date this Twenty- Second
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.
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M&C 17337 (7/26/2011) - Ordinance No. 19801 -07 -2011
Section 31. IMMEDIATE EFFECT. That this Twenty- Second 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.
SIGNED AND SEALED THIS 26TH DAY OF JULY, 2011.
(SEAL) ;
APPROVED AS TO FORM AND LEGALITY:
City Atto ey
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M&C 17337 (7/26/2011) - Ordinance No. 19801 -07 -2011
EXHIBIT A
That, as used in this Twenty- Second 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
Twenty- Second Supplement.
"Authorized Denomination" means Bonds in a denomination of $5,000 or any integral
multiple thereof.
"Authorized Representative" means the City Manager, any Assistant City Manager and
the Chief Financial Officer of the City, acting individually but not collectively.
"Bonds" means the Series 2011 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 1207" means Chapter 1207, Texas Government Code.
"Chapter 1208" means Chapter 1208, Texas Government Code.
"Chapter 1371" means Chapter 1371, 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 Twenty -
Second Supplement.
"DTC" shall have the meaning given said term in Section 27 of the Twenty- Second
Supplement.
"Eighteenth Supplement" means the ordinance authorizing the issuance of the Series
2010 Bonds.
"Eleventh Supplement" means the ordinance authorizing the issuance of the Series
2003A Bonds.
A -1
"Escrow Agent" means the financial institution acting in such capacity under the terms of
the Escrow Agreement.
"Escrow Agreement" means the escrow agreement between the City and the Escrow
Agent, in respect to the refunding of the Refunded Obligations.
"Fifteenth Supplement" means the ordinance authorizing the issuance of the Series 2007
Bonds.
"Fourteenth Supplement" means the ordinance authorizing the issuance of the Series
2005A Bonds.
"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.
"Ninth Supplement" means the ordinance authorizing the issuance of the Series 2001
Bonds.
"Paying Agent/Registrar" means the financial institution specified in Section 5(a) of the
Twenty- Second Supplement.
"Previously Issued Parity Bonds" means the Series 2001 Bonds, the Series 2003 Bonds,
the Series 2003A Bonds, the Series 2005 Bonds, the Series 2005A Bonds, the Series 2007
Bonds, the Series 2008 Bonds, the Series 2009 Bonds, the Series 2010 Bonds, the Series 2010A
Bonds, the Series 2010B Bonds and the Series 2010C Bonds.
"Purchase Agreement" means the bond purchase agreement between the City and the
Underwriters, in respect to the sale and delivery of the Bonds.
"Refunded Obligations" means those obligations listed in Schedule I to the Twenty -
Second Supplement to be refunded with the proceeds of the Bonds in accordance with the
provisions of the Purchase Agreement.
"Registration Books" shall have the meaning given said term in Section 5(a) of the
Twenty- Second Supplement.
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Series 2001 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2001, authorized by the Ninth Supplement.
A -2
"Series 2003 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2003, authorized by the Tenth Supplement.
"Series 2003A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2003A, authorized by the Eleventh Supplement.
"Series 2005 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2005, authorized by the Thirteenth
Supplement.
"Series 2005A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2005A, authorized by the Fourteenth Supplement.
"Series 2007 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2007, authorized by the Fifteenth Supplement.
"Series 2008 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2008, 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.
"Seventeenth Supplement" means the ordinance authorizing the issuance of the Series
2009 Bonds.
Bonds.
Bonds.
Bonds.
"Seventh Supplement" means the ordinance authorizing the issuance of the Series 2000
"Sixteenth Supplement" means the ordinance authorizing the issuance of the Series 2008
"Sixth Supplement" means the ordinance authorizing the issuance of the Series 1998
A -3
Bonds. "Tenth Supplement" means the ordinance authorizing the issuance of the Series 2003
"Term Bonds" means those Bonds, if any, identified in the Twenty- Second Supplement
as "term bonds ".
Bonds. "Thirteenth Supplement" means the ordinance authorizing the issuance of the Series 2005
"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.
Bonds. "Twenty- Second Supplement" means the ordinance authorizing the issuance of the
"Underwriters" means the investment banking firms listed in the Purchase Agreement,
with the firm named in Section 3(b) of the Twenty- Second Supplement acting as the duly
authorized representative of the Underwriters.
A-4
NO.
EXHIBIT B
FORM OF BOND:
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT, DENTON AND WISE
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE
REFUNDING AND IMPROVEMENT BOND, SERIES 2011
MATURITY DATE INTEREST RATE DATED DATE CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT, DENTON AND WISE COUNTIES, TEXAS (the "Issuer "), hereby promises to pay
to , or to the registered assignee hereof (either being hereinafter
called the "registered owner ") the principal amount of
and to pay interest thereon from the dated date specified above, on February 15, 2012 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, 2012, 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 Fort
Worth, Texas (the "Designated Trust Office "), of Wells Fargo Bank, National Association,
which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall
be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment
date by check or draft, dated as of such interest payment date, drawn by the Paying
Agent/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
Gal
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
Issuer has covenanted in the Bond Ordinance that on or before each principal payment date,
interest payment date, and accrued interest payment date for this Bond it will make available to
the Paying Agent/Registrar, from the "Debt Service Fund" created by the ordinance establishing
the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program (the
"Master Ordinance "), the amounts required to provide for the payment, in immediately available
funds, of all principal of and interest on the Bonds, when due.
IN THE EVENT of 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 execu-
tive order to close, then the date for such payment shall be the next succeeding day which is not
such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due. Notwithstanding the foregoing, during any period in which ownership of
the Bonds is determined only by a book entry at a securities depository for the Bonds, any
payment to the securities depository, or its nominee or registered assigns, shall be made in
accordance with existing arrangements between the Board and the securities depository.
THIS BOND is one of a series of bonds of like tenor and effect except as to number,
principal amount, interest rate, maturity, and right of prior redemption, dated as of the dated date
specified above, aggregating $ (herein sometimes called the 'Bonds "), issued for the
purpose of (i) improving and extending the System (as defined in the Master Ordinance), (ii)
refunding the Refunded Obligations (as defined in the Bond Ordinance), 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 $5,000 (an "Authorized Denomination "). All
capitalized terms not defined herein shall have the same meaning as given said terms in the
Master Ordinance or the Bond Ordinance.
THE OUTSTANDING BONDS maturing on and after February 15, 202 may be
redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, on
February 15, 202 or on any date thereafter, at the redemption price of the principal amount of
the Bonds called for redemption, and without premium; provided, that during any period in
which ownership of the Bonds is determined only by a book entry at a securities depository for
the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate
LIM
are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be
selected in accordance with the arrangements between the Board and the securities depository.
THE BONDS are also subject to mandatory redemption in part by lot pursuant to the
terms of the Bond Ordinance, on February 15 in each of the years 20_ through 20_, inclusive,
with respect to Bonds maturing February 15, 20_, in the following years and in the following
amounts, at a price equal to the principal amount thereof and accrued and unpaid interest to the
date of redemption, without premium:
Year
* Final Maturity
Principal Amount ($)
To the extent, however, that Bonds subject to sinking fund redemption have been previously
purchased or called for redemption in part and otherwise than from a sinking fund redemption
payment, each annual sinking fund payment for such Bond shall be reduced by the amount
obtained by multiplying the principal amount of Bonds so purchased or redeemed by the ratio
which each remaining annual sinking fund redemption payment for such Bonds bears to the total
remaining sinking fund payments, and by rounding each such payment to the nearest $5,000
integral; provided, that during any period in which ownership of the Bonds is determined only by
a book entry at a securities depository for the Bonds, the particular Bonds to be called for
mandatory redemption shall be selected in accordance with the arrangements between the Issuer
and the securities depository.
NOTICE OF any such redemption of Bonds shall be given in the following manner, to-
wit, 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. 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 auto-
matically 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. If a portion of any Bond shall be redeemed a substitute Bond or Bonds
having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any Authorized Denomination at the written request of the registered owner,
and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to
the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all
as provided in the Bond Ordinance. The years of maturity of the Bonds called for such
B -3
redemption shall be selected by the Issuer. The Bonds or portions thereof redeemed within a
maturity shall be selected by lot or other customary random method selected by the Paying
Agent/Registrar (provided that a portion of a Bond may be redeemed only in an Authorized
Denomination).
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in the denomination of any Authorized Denomination. As provided in the Bond
Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees
hereof, be assigned, transferred, converted into and exchanged for a like aggregate amount of
fully registered Bonds, 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 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, whose
qualifications are substantially similar to the previous Paying Agent/Registrar it is replacing, and
promptly will cause written notice thereof to be mailed to the registered owners of the Bonds.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
B-4
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)
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.
(SEAL)
CITY OF FORT WORTH, TEXAS
B -5
Mayor, City of Fort Worth, Texas
ATTEST:
City Secretary, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney, City of Fort Worth, Texas
B -6
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE:
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the
proceedings adopted by the Issuer as described in the text of this Bond; and that this Bond has
been issued in exchange for or replacement of a bond, bonds; or a portion of a bond or bonds of
an issue which originally was approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts of the State of Texas.
Dated
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Paying Agent/Registrar
LIM
Authorized Signatory
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE:
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
(SEAL)
Comptroller of Public Accounts of the
State of Texas
B -7
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, 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 a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
:19:1
NOTICE: The signature(s) above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration
or enlargement or any change whatsoever.
Exhibit C
to Twenty- Second
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Twenty- Second
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
2011 Bonds; and
Excerpts from the Annual Financial Report", as set forth in Appendix B to the
Official Statement
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to above.
W
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON AND WISE
CITY OF FORT WORTH
I, Marty Hendrix, 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 July
26, 2011, and of the ordinance authorizing the issuance of Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2011, which was duly passed at said meeting, and
that said copy is a true and correct copy of said excerpt and the whole of said ordinance. Said
meeting was open to the public, and public notice of the time, place, and purpose of said meeting
was given, all as required by Chapter 551, Texas Government Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City
of Fort Worth, this 26th day of July, 2011.
r� "t��"
City Secretary o e
City of Fort Worth, Texas
(SEAL)
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION; Approved As Amended on 7/26/2011 - Ordinance No. 1980 i
DATE: Tuesday, July 26, 2011 REFERENCE NO.: G -17337
LOG NAME: 1311 WATERREVANDREFSALE
SUBJECT:
Adopt the Twenty- Second Supplemental Ordinance Authorizing the Issuance and Sale of City of Fort
Worth, Texas, Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2011, in an
Aggregate Principal Face Amount Not to Exceed $180,000,000.00, Delegating to the Designated City
Officials the Authority to Effect the Sale of the Bonds, Enacting Other Provisions Relating to the Subject
and Declaring an Immediate Effective Date (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt supplemental ordinance providing for the issuance of an aggregate principal amount not to
exceed $180,000,000.00, of the City of Fort Worth, Texas, Water and Sewer System Revenue Refunding
and Improvement Bonds, Series 2011;
2. Authorize the City of Fort Worth, Texas, Water and Sewer System Revenue Refunding and
Improvement Bonds, Series 2011, be sold within the parameters established in the ordinance;
3. Approve the execution of an escrow Agreement and other instruments related to the issuance of the
bonds; and
4. Approve the Purchase Agreement setting forth the terms and conditions for the purchase of the
Refunding and Improvement Bonds.
DISCUSSION:
Due to the strong appetite in the market for bond issues with strong credit and the record lows in interest
rates, the City's staff and Financial Advisors are recommending the following refunding opportunity within
the Water Department's debt structure. With the proposed refunding, the City is anticipating average
annual savings of approximately $500,000.00 for the years 2012 through 2023 resulting in a total
projected savings of $6,000,000.00, or over seven percent of the refunded principal amount. It is important
to note that no debt maturities were extended to achieve this savings so all outstanding debt being
refunded will still be paid off within the current maturity schedules.
The proposed debt issuance will include $100,000,000.00 in funds for new capital projects plus
approximately $80,000,000.00 for refunding selected outstanding obligations.
Proceeds for the new capital projects will be used to fund projects included in the Water and Wastewater
Capital Improvements Program during the next year. Those include major water transmission mains and
relocation, rehabilitation and replacement of existing infrastructure due to age and capacity constraints
and finally water and wastewater treatment plant upgrades and expansions to meet additional demands
Logname: 1311 WATERREVANDREF SALE Paue 1 of 3
and regulatory requirements. The issues that could be included in the proposed refunding are detailed
below.
Issue ;Par Amount ;Call Date
(000's)
2001 Water and Sewer System Revenue
Bonds
16,090
02/15/2012
2002 Water and Sewer System
Subordinate Lein Revenue Bonds 20,130 09/01/2012
_ ._ ... W W.W
2003 Water and Sewer System Revenue
Refunding and Improvement Bonds 32,610 02/15/2013
Total __._ ._..._ _.
68,830
Bonds that are not currently callable may only be considered defeased if funds are set aside in escrow in
an amount sufficient to service the debt until the call date and then retire the debt at that time. This is
known as an Advance Refunding. Because Advance Refundings can be complicated and are very
sensitive to movements in the market, staff is recommending that this refunding be done through a
negotiated sale. Based on previous interest in City debt and recommendations from the City's financial
advisors, the anticipated group of underwriters, or syndicate for this refunding will be comprised of the
following:
,'Firm
Role
;Allocation
JP Morgan Securities
!Senior Manager
25.0 percent
Barclays Capital
.Co- manager
112.5 percent
11-oop Capital Markets (M /WBE firm)
Co- manager
112.5 percent
Morgan Keegan
Co- manager
112.5 percent
Piper Jaffray
Co- manager
j12.5 percent
RBC Capital Markets
;Co- manager
12.5 percent
R W Baird
....
_.
Co- manager
�� .... _ _
-- '12.5 percent;
Proceeds from the sale of the bonds will be used to refund some or all of the debt issues listed above,
fund new capital projects and to pay issuance costs. It is anticipated that the closing and delivery of the
funds will occur in September, 2011.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that funding for the current annual debt service
payments is available from the current operating budget, as appropriated, of the Water and Sewer System
Debt Service Fund.
FUND CENTERS:
TO Fund /Account/Centers
FROM Fund /Account/Centers
Logname: 1311 WATERREVANDREFSALE Page 2 of 3
CERTIFICATIONS:
Submitted for City Manager's Office by.
Originating Department Head:
Additional Information Contact:
Karen Montgomery (6222)
Lena Ellis (8517)
James Mauldin (2438)
Logname: 1311 WATERREVANDREF SALE Page 3 of 3