HomeMy WebLinkAboutOrdinance 20301-07-2012THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER AND WISE
CITY OF FORT WORTH
On the 24th day of July, 2012, 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,
Kelly Allen-Gray,
Joel Burns,
Tom Higgins,
Sarah Fullenwider,
Mary J. Kayser,
Lena Ellis,
Mayor
Councilmernbers,
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 kv!6 introduced an ordinance and moved its passage. The motion
was seconded by Councilmember, 3..�O The Ordinance was read by the City Secretary. The
motion, carrying with it the passage of the ordinance prevailed by a vote of YEAS, Q NAYS.
The ordinance as passed is as follows:
ORDINANCE NO. 20301-07-2012
TWENTY-THIRD SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE REFUNDING BONDS, SERIES 2012, IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $40,000,000;
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, WISE AND PARKER
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
two 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
SUPPICIllent", "Nineteenth SUPPICIllent", "Twentieth Supplement ", "Twenty -First Supplement"
and "Twenty-Second 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 201011, the City of Fort Worth, Texas Water and
Sewer System Revenue Bonds, Series 2010C and the City of Fort Worth, Texas Water and
Sewer System Revenue Refunding and Improvement Bonds, Series 2011 were issued, and (11)
the City entered into two respective [SDA 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 1.997 Bonds, Series 1998 Bonds, Series 2000 Bonds, Series 2000B
Bonds, Series 2001 Bonds and Series 2004 Bonds are no longer outstanding, and the aforesaid
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, Series 2010C Bonds and Series 2011 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; arid
WHEREAS, the Previously Issued Parity Bonds are secured by a first lien on and pledge
of the Pledged Revenues of the System; and
Pledged
the City Council finds that the outstanding obligations described in
Schedule I attached to this Twenty-Third 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 -Third Supplement for the purpose of refunding all or a portion of the outstanding
obligations described in Schedule I attached to this Twenty -Third Supplement to realize a net
present value savings is a public purpose; 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 -Third
Supplement, subject to the parameters described in this Twenty -Third Supplement.
NOW, THEREFORE, BE I'1 ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORM' WORTH, TEXAS:
SECTION 1. DEFINITIONS. That in addition to the definitions set forth in the
preamble of this Twenty -Third Supplement, the terms used in this Twenty -Third 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 -Third Supplement. Any
references in this Twenty -Third Supplement to the "FORM OF BOND" shall be to the form of
the Bonds as set forth in Exhibit B to this Twenty -Third 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 $40,000,000 for the purpose of (i) refunding the Refunded
Obligations and (ii) paying the costs of issuance of the Bonds. The :Bonds shall be designated as
the "City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series
2012 ". The Bonds are authorized pursuant to Chapter 1207 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, 2026, 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
Representative to enter into and carry out the Purchase Agreement with the Underwriters, in
substantially the form attached to this Twenty- Third 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
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Section. In the Purchase Agreement, the Authorized Representative shall determine, based upon
advice provided by the City's financial advisors, that acceptance of the purchase price for the
Bonds is in the best interests of the City. The authority of an Authorized Representative to
execute the Purchase Agreement shall expire at 5:00 p.m. on Monday, December 31, 2012. 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, 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 -Third 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 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,
sate, 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, produce a yield) at a rate
greater than 6.00% per annum, and (iii) the Bonds shall not be sold 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 Twenty -Third Supplement, 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. Any finding or determination of the Authorized Representative
relating to the issuance and sale of the Bonds and the execution of the Purchase Agreement in
connection therewith shall have the same force and effect as if such determination had been
made by the City Council.
(d) Savings Threshold. As a condition to the issuance of the Bonds, 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
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result in the minimum savings threshold established in this Twenty -Third 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 -Third 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, the Assistant City Managers
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 1.202.004, 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(4), Texas Government Code.
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 NORM OF BOND shall be revised to reflect any optional redemption
of the Bonds, to the extent provided in the Purchase Agreement.
(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-Third 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.
(11) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Twenty-Third 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
d,
mailing ,a] I ate for the notice, the date of redemption, the redemption price, the name of the Paying
Agent/Registrar and the address at which the Bond may be redeemed including a contact person
and telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar to the registered
owners of the Bonds shall include a CUSIP number relating to each amount paid to such
registered owner.
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Section l CHAR-ACTERISTICS OF THE BONDS, bd
Authentication. Conversion and Exchan e� That the City ubaD keep or cause to be kept at the
designated corporate trust otUoo of B0&F, N&, d/b/u Bank of Tox4x' N.A. (the "Paying
Agent/Registrar"), books or nzourdx for the registration of the transfer, conversion arid exchange
of the Bonds (the "Registration Books"), and the City hereby appoints the Paying
&geN/Regiatraruu its registrar and transfer agent 10 keep such books orrecords and make such
registrations of trunmƒe,a` conversions and exchanges under such reasonable regulations as the
City and the Paying /\gcnt/I{cgiutrur may prescribe; and the Paying Agent/Registrar shall nuoko
such registrations, buomh:ro` conversions and exchanges as herein provided. The Paying
Agent/Registrar sbal| obtain arid record in the Registration Books the address oF the owner m[
each Bond to which payments with respect to the Bonds xhu|i be mailed, as herein provided; but
it uhu|| he the duty of each owner to notify the Paying Agent/Registrar in wThioA of the address
io which payments sbu)| be nnui)ed` and such interest payments xbu|| not be mailed unless such
notice has been given. The City shall have the right 10 inspect u1 the Designated Trust Office the
llcgiubudoo Books during regular business hours of the Paying }\gcot/8Legictrar` but otherwise
the Paying Agent/Registrar shall keep the Registration Books confidential and, un]cux other-wise
required by |uv/, shall not pen-nit their inspection by any other entity. Except as otherwise
provided in the FORM OF BOND, the owner nfeach Bond requesting u conversion, transfer,
exchange and delivery of such Bond xhuU pay the Paying Agent/Registrar's standard or
customary fees and charges for making such registration, transfer, conversion, exchange and
delivery ofu substitute Bond nr Bonds. Registration of assignments, transfers, conversions and
exchanges of Bonds shall hc made io the manner provided and with the effect stated in the in the
FORM OF BOND. Each substitute Bond shall bear letter and/or number to distinguish it from
each other Bond. An authorized representative of the Paying /\g*ot/Kegistraroba||, before the
delivery of any such Bond, date and manually sign the "flaying Agent/Registrar's Authentication
Certificate" in the form set forth iothe FORM (}F BOND (the "Authentication Certificate"), and,
except as provided below, no such Bond xboU he deemed to be issued or Outstanding unless the
/\utbcndcuLioo CediDou\o is so executed; however, the foregoing notwith standing, the
Authentication Certificate need not be executed if any such Bond is accompanied bymuexecuted
"Connp\zoUc/a Registration Cudi6ou1e" in the form sot forth in the yUKM OF BOND. The
Paying Agent/Registrar promptly obul| cancel all paid Bonds and Bonds surrendered for
conversion and exchange. No additional ordinances, orders, or resolutions need be passed or
adopted by the govecoing body of the City or any other body or person so as to u000rup|isb the
foregoing conversion and exchange of any Bond or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in
the manner prescribed herein. Pursuant Lo Chapter l3Uh, the duty nf conversion and exchange of
Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution
of the Authentication CediUou1e` the converted arid exchanged Bond ahu|| be valid,
iouonk:utuh|e, and enforceable in the same manner and with the xunuc effect as the Bonds vvbicb
initially were issued and delivered pursuant to tbiaTv/euty'TNrd Supplement, approved by the
Attorney General, and registered by the Comptroller of Public Accounts. As of the date this
Twenty-Third Supplement is approved by the City, the Designated Trust Office is the Austin,
Texas corporate trust office ofUmnkofToxas`N.A.
(b) Payment of Bonds and Interest. The City 600bv further appoints the Paying
to act as the paying agent for paying the principal o[ premium, if any, and
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interest on the Bonds, all as provided in this Twenty -Third 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 (1) 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 mariner and to the effect as required or indicated, in the FORM
OF BOND. The Bonds initially issued and delivered pursuant to this Twenty -Third 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 -Third Supplement the Paying Agent /Registrar shall execute the Authentication
Certificate.
(d) Substitute Paying 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 - Third
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 -Third Supplement.
Upon any change in the Paying Agent/Registrar, the previous Paying Agent /Registrar promptly
shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated
and appointed by the City_ Upon any change in the Paying Agent/Registrar, the City promptly
will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each owner of
the Bonds, by United States mail, first -class postage prepaid, which notice also shall give the
address of the new Paying Agent/Registrar. By accepting the position and performing as such,
each .Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Twenty -
Third Supplement, and a certified copy of this Twenty -Third 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 -Third Supplement, shall be, respectively, substantially as set
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forth in Exhibit B, with such appropriate variations, omissions, or insertions as are permitted or
required by this Twenty-Third 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-Third 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
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.
9
Section 10. RESERVE FUND. That no deposits *bu|\ be made to the credit of the
Reserve Fund, as provided in Section 12(b) of this Twenty-Third Supplement.
Section ]l. DNVESIMENIS. That on the extent a reserve fund for the Bonds iocreated
after their deUvnry, ru000y in the Reserve Fund created under this Twenty-Third Supplement
shall not be invested in securities with an average aggregate weighted maturity of greater than
seven years. The value o[ the Reserve Fund, in addition to the annual determination described in
the Master Ordinance, shall be established at the time or times v/dbdraw/m|o are made therefrom.
Investments shall hc sold promptly when necessary to prevent any default in connection with the
Bonds. Earnings derived from the investment of moneys *n deposit in the various Funds and
/\ccnuAS xhv|| he credited to the Fund or Account from vvhiob cuuoeyo used 1n acquire auob
investment shall have come.
Section 12. FLOW OF FUNDS. That all monies inthe System Fund not required for
paying Operating Expenses Joirino each month uboO be applied by the City, on or before the |0tb
day of the following mmutb` c000noocinA 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 ervice Fund ' To the credit of the Debt Service Fund, inthe following order of
priority, to-wit:
(1) such amounts, 6ennxkuU in approximately equal novndzk/ bmtu\oeo1x`
commencing dur /n� the month in which the Bonds are delivered, or the month thereafter
if delivery is coxdn uUc, the 10(h day thereof, as will be yu[Gcicn1` ivgciber with other
amounts, if any, in the Dch\ Service Fund uvui|uh|o for such purpose, to pay the interest
scheduled to come due on the Bonds on the next succeeding interest payment date; and
(7) such amounts, deposited in approximately equal monthly installments,
commencing during the oxnzth which shall be the later to occur of, (i) the twelfth month
before the first maturity date of the Qoudm` or (ii) the ux)u|b in which the Bonds are
delivered, or the month thereafter ifdelivery is made after the l0dz day thereof, as will be
ou0boitnL together with other amounts, if any, in the I)eh1 Service Fund available for
such purpose, to pay the principal (including mandatory sinking fund redemption
payments, if any) scheduled tm mature or come due on the Bonds onthe next succeeding
principal payment date or mandatory sinking fund redemption date, as the case may be.
(b) Reserve Fund. Acting io accordance with the provisions ofthe Master Ordinance,
opooidou||y, vvidhno1 limitation, Section 7tbcreof, it ix 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 ahu|| not he required to make deposits \o the credit of the Reserve Fund with respect 10
the Bonds.
Section ll PAYMENT OF BONDS. That on or before the first scheduled interest
payment date, and on or before each interest payment date and pbooiou) payment date thereafter
v/bUe any Bond is Outstanding and unpaid, the City shall make available to the Paying
/\goot/}logimbur, out of the Debt Service Fund (and the Reserve Fund, if occoxoury) onouicx
10
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-Third 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 1d I (c) of the Code-,
(d) to refrain from taking any action which would otherwise result in the Bonds
being treated as "specified private activity bonds" within. the meaning of section 141(b)
of the Code;
(e) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Bonds, other than investment property
acquired with --
(I ) 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 1.1.48 -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 Linder 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
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 pen-nitted 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.
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Section 15. ADDITIONAI, FEDERAL INCOME TAX COVENANTS; WRITTEN
PROCEDURES. (a) 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.
(b) Written Procedures. Unless superseded by another action of the City, to ensure
compliance with the covenants contained herein regarding private business use, remedial actions,
arbitrage and rebate, the City hereby adopts and establishes the instructions attached hereto as
Exhibit C as its written procedures.
Section 16. AMENDMENT OF TWENTY-THIRD 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-Third
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-Third 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 home by any of the Outstanding Bonds;
(3) Reduce the amount of the principal payable on the Outstanding Bonds;
(4) Modify the tern-is 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 at], 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-Third 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 during City, once each calendar
y Z�
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.
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(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 -Third Supplement shall be deemed to be amended in
accordance with such amendment, and the respective rights, duties and obligations under this
Twenty -Third Supplement of the City and all the owners of then Outstanding Bonds shall
thereafter be determined, exercised and enforced hereunder, subject in all respects to such
amendment.
(e) Revocation of Consent. That any consent given by the owners of a Bond pursuant to
the provisions of this Section shall be irrevocable for a period of six (6) months from the date of
the first publication of the notice provided for in this Section, and shall be conclusive and
binding upon all future owners of the same Bond during such period. Such consent may be
revoked at any time after six (6) months from the date of the first publication of such notice by
the owner who gave such consent, or by a successor in title, by filing written notice thereof with
the Paying Agent /Registrar and the City, but such revocation shall not be effective if the owners
of at least a majority in Outstanding Principal Amount of the :Bonds have, prior to the attempted
revocation, consented to and approved the amendment.
(f) Amendments Not Requiring Bondholder Consent. The foregoing provisions of this
Section notwithstanding, the City by action of the City Council may amend this Twenty -Third
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 -Third
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-Third
Supplement, or in regard to clarifying matters or questions arising under this Twenty -
Third Supplement, as are necessary or desirable and not contrary to or inconsistent with
this Twenty -Third 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 -Third Supplement in any
other respect whatever, provided that such modification shall be, and be expressed to be,
14
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 -Third 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 -Third 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 -Third Supplement;
(7) To snake such changes, modifications or amendments as may be necessary or
desirable in order to obtain or maintain the granting of a rating on the Bonds by a Rating
Agency or to obtain or maintain a Credit Agreement or a Credit Facility issued in support
of the Bonds; and
(8) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the Bonds, in
order, to the extent permitted by law, to facilitate the economic and practical utilization of
interest rate swap agreements, foreign currency exchange agreements, or similar type of
agreements with respect to the Bonds.
Notice of any such amendment may be published by the City in the manner described in clause
(b) of this Section; provided, however, that the publication of such notice shall not constitute a
condition precedent to the adoption of such amendatory ordinance and the failure to publish such
notice shall not adversely affect the implementation of such amendment as adopted pursuant to
such amendatory ordinance.
(g) Eli ibilit toApproval 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 sarne 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.
15
(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 he enforceable by anyone, and shall he entitled to all the benefits of this Twenty -
Third Supplement equally and proportionately with any and all other Bonds duly issued under
this Twenty -Third Supplement.
(e) Statutory Authority. In accordance with Chapter 1205, this Section of this Twenty -
Third 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 - Third
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 2012, financial information and operating data with respect to the City of
the general type described in Exhibit D hereto. Any financial statements so to be provided shall
be (1) prepared in accordance with the accounting principles described in Exhibit D 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.
16
(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 of any of the following
events with respect to the Bonds, in a tirnely manner not in excess of ten Business Days after the
occurrence of the event:
I. Principal and interest payment delinquencies;
2. Non - payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701 -TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other
than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material; and
14. Appointment of a successor Paying Agent /Registrar or change in the narne
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, or if Jurisdiction has been assumed by
leaving the City Council and official or officers of the City in possession but subject to the
supervision and orders of a court or governmental authority, or the entry of an order confirming a
plan of reorganization, arrangement or liquidation by a court or governinental authority having
supervision or jurisdiction over substantially all of the assets or business of the City.
(c) Limitations Disclaimers, and Amendments. (1) 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-Third 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 unplied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or to update any information
provided in accordance with this Section or otherwise, except as expressly provided herein. The
City does not make any representation or warranty concerning such information or its usefulness
to a decision to invest in or sell Bonds at any future date.
(iii) UNDER, NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR. ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER. NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(1v) No default by the City in observing or performing its obligations under this Section
shall comprise a breach of or default under this Twenty-Third Supplement for purposes of any
other provision of this Twenty-Third 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 MSR_B, 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,
18
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 -Third 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 -THIRD 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 -
Third 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 -Third Supplement
by the City and the covenants and agreements set 'forth in this Twenty -Third 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 -Third Supplement.
Section 20. SEVERABILITY OF INVALID PROVISIONS. That if any one or more of
the covenants, agreements, or provisions herein contained shall be held contrary to any express
provisions of law or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements, or provisions shall be null and void and shall be deemed separable from the
remaining covenants, agreements, or provisions and shall in no way affect the validity of any of
the other provisions hereof or of the Bonds issued hereunder.
Section 21. PAYMENT AND PERFORMANCE ON BUSINESS DAYS. That, except
as provided to the contrary in the FORM OF BOND, whenever under the terms of this Twenty-
Third 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 -
THIRD 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-
19
Third 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-Third Supplement or
any covenant, condition, stipulation, promise, agreement, or provision herein contained. This
Twenty-Third 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 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 Twenty-Third
Supplement, 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 Twenty-Third Supplement. 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 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 redemption date set forth in the Purchase Agreement, all in accordance with
the applicable provision,-, 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 Treasurer, 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-Third 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
20
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-Third 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
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-J'hird Supplement, substitute Bonds will
be duly delivered as provided in this Twenty-Third 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-Third Supplement is hereby
declared to be an Event of Default:
(1) the failure to make payment of the principal of any Bond when the same
becomes due and payable-, or
(11) 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
2r
of the registered oxmcru of the Bonds, including, but riot limited to, Ueir prospect or
ability to be repaid in accordance with this Twenty-Third Supplement, and the
continuation thereof for u period of sixty (o0) days after notice of such default ia given bv
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 thoroof, including, but not limited to, u
trustee or trustees \bcrctbr` may proceed uQuiuxt the City` or any ot§oiu|` officer or
onnpioyoeottbcCityinihtirod]oialcapacity,fbrtbopurposoo[prn1codoguudoufbroing
the rights of the registered owners under this Twenty-Third Supplement, by mandamus or
other suit, action or special proceeding in equity or at law, in any ooud of competent
jurisdiction, for any relief permitted by |ux/, including the specific performance ofany
covenant oc agreement contained herein, or thereby to enjoin ooyuotcxdbipgdbu1nnuybe
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 shul be instituted and maintained for
the equal benefit ofall registered owners o[ Bonds then Outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy obui he cumulative
and aho|| 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-Third Supplement, the right to u000lorute the debt
evidenced by the Bonds shall not be available as u remedy under this Twenty-Third
Supplement. _
(ii) The exercise of any remedy herein conferred or reserved shall not bodeemed
a waiver of any other available remedy.
(iii) By accepting the delivery of Bond authorized under this Twenty-Third
Supplement, such registered ' owner agrees that the certifications required to effectuate
any covenants or rep,cscuLuLouV contained in this Twenty-Third Supplement do riot and
shall never constitute nr give dac k`upersonal or pecuniary liability orcharge against \bc
officers, employees or members ofthe City or the City Council.
(iv) None of the members of the City Council, nor any other official o,officer,
agent, or employee of the City, shall be charged personally by the registered owners with
any liability, or be bc|d personally liable to the registered owners under any term or
provision of this Twenty-Third Supplement, or because of any Event of Default or
alleged Event of Default under this Twenty-Third Supplement.
22
Section 29. PRE-AMBLE. That the preamble to this Twenty-Third Supplement is hereby
incorporated by reference, and is to be considered a part of the operative text of' this Twenty-
Third Supplement.
Section 30. RULES OF CONSTRUCTION. That for all purposes of this Twenty-Third
Supplement, unless the context requires otherwise, all references to designated Sections and
other subdivisions are to the Sections and other subdivisions of this Twenty-Third Supplement.
The words "herein", "hereof" and "hereunder" and other words of similar import refer to this
Twenty-Third Supplement as a whole and not to any particular Section or other subdivision.
Except where the context otherwise requires, terms defined in this Twenty-Third 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-Third Supplement is adopted by the
City and any future amendments thereto or successor provisions thereof. All ordinances and
resolutions or parts thereof in conflict herewith are hereby repealed.
Section 31. IMMEDIATE EFFECT. That this Twenty-Third 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 24TH DAY OF JULY, 2012.
� 0 L_1-1j_j
APPROVED AS TO FORM AND LEGALITY:
z�
City Attorney
Signalure Page — Ordinance Authorizing Issuance o . cries 2012 Water & Sewer System Revenue Refunding Bonds _ /S
23
CITY UF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE REFUNDING AND
IMPROVEMENTBONDS, SERi£82O05,dntedDeuembex \}.2004' bonds maturing oo February |5bu each ofthe
years 2015 through 2025, i-n the following principal amounts:
2015
S2'325,000
2016
$2.*45`000
2017
*2,570.008
2018
$2`700.000
2019
S2'840.000
2020
$2`985.000
2021
S3.l35.000
2022
$9.300.000
2029
*3,465.000
2824
0.645.000
2025
83.820,000
Redemption Price: par plus accrued interest m the date of redemption; Redemption Date: February 15, 2014
Schedule I
EXHIBIT A
That, as used in this Twenty-Third 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-Third 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 2012 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.
"Designated Trust Office" means the city so designated in Section 5(a) of the Twenty-
Third Supplement.
"DT'C" shall have the meaning given said term in Section 27 of the Twenty-Third
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.
"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.
A-1
"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 -Third Supplement.
"Previously Issued Parity Bonds" means 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, the Series 2010C Bonds and the Series 2011 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 -Third
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 -Third 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.
"Series 2003 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2003, authorized by the Tenth Supplement.
"Series 2003A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2003A, authorized by the Eleventh Supplement.
A -2
"Series 2005 Bonds" memos the City of Fort Worth' Texas Wxux and Sewer 3youer
Revenue Refunding and lnuyrovement Bonds, Series 2005` authorized by the Thirteenth
Supplement.
"Series 205A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2005A, authorized by the Fourteenth Supplement.
"Scdoo 2007 Bonds" means the City of Fort. Worth, 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 2O0Q, authorized 6v the Sixteenth Supplement.
"Series 2009 Bonds" means the City of Fort Worth, Texas Water and Sevvoc System
Revenue Bonds, Series 2009, authorized by the Seventeenth Supplement.
"Series 2010 Bonds" means the City of Fort Worth, Texas Wokx and Sewer Systoun
Revenue Refunding Bonds, Series 20|0, authorized by the Eighteenth Supplement.
"Series 20lOA Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 20l OA, authorized hythe Nineteenth Supplement.
"Series 20100 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2Ol0B, authorized by the Twentieth Supp|crueoL
"Series 2010C Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 20l0C` authorized hv the Iwenty-FiotSupplement.
"Series 2811 I)onds" oneaom the City of Fort VVuUb, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2811, authorized by the Twenty-Second
Supplement.
"Scdcm 2012 Bonds" cneuno the City of Fort Worth, Texas VVute, and Sewer System
Revenue Refunding Bonds, Series 2O|2, authorized by the Twenty-Third Supplement.
"Seventeenth Suyp|ennco\" nocnus the ordinance authorizing the issuance of the Series
2009 Bonds.
"Seventh Supplement" cao the ordinance tbor the uau 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
"Tenth Supplement" means the ordinance authorizing the issuance of the Series 2003
"Term Bonds" means those Bonds, if any, idcotd5#j iu the Twenty-Third Supplement as
"term bonds".
"Thirteenth Supplement" means the ordinance authorizing the issuance of the Series 2005
"Tvvco\iedz Supplement" nneaux the onJiuonoc authorizing the iouuooco of the Series
2010B Bonds.
"Twenty-First Supplement" o/eaux the ordinance authorizing the issuance of the Series
2010C Bonds.
"Twenty-Qecond Supplement" means the ordinance authorizing the issuance of the Series
2011 Bonds.
"Twenty-Third Supplement means the ordinance authorizing the issuance ofthe Bonds.
"Underwriters" zuruns the iovembocot banking fiona listed in the Purchase Agreement,
with the firm designated by the City Manager in accordance with the authority granted by
Section 3(b) nf the Twenty-Third Supplement acting asthe duly authorized representative ofthe
NO. R-_
EXHIBIT B
FORM OF BOND:
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER AND WISE
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE
REFUNDING BOND, SERIES 2012
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP
% 5 2012
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT, DENTON, PARKER 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
DOLLARS
and to pay interest thereon from the delivery date specified above, on February 15, 2013 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, 2013, such interest is payable semiannually on each
August 15 and February 15 following such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this
Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at
maturity, or at redemption prior to maturity, at the designated corporate trust office in Austin,
Texas (the "Designated Trust Office"), of BOKF, NA, dJb/a Bank of Texas, N.A., which is the
"Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by
the Paying Agent/Registrar to the registered owner hereof on each interest payment date by
check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on,
and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance
of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such
purpose as hereinafter provided; and such check or draft shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment
date, to the registered owner hereof, at its address as it appeared on the last Business Day of the
month next preceding each such date (the "Record Date") on the Registration Books kept by the
Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or upon
the redemption of this Bond prior to maturity as provided herein shall be paid to the registered
B-1
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 EVEN -[' 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 finds for the payment of such interest
have been received from the Issuer. Notice of the Special Record Date and of the scheduled
payment date of the past due interest ( "Special Payment Date ", which shall be 15 days after the
Special Record Date) shall be sent at least five business days prior to the Special Record Date by
United States mail, first class postage prepaid, to the address of each registered owner appearing
on the registration books of the Paying Agent /Registrar at the close of business on the last
business day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Designated Trust Office of the Paying Agent /Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due. Notwithstanding the foregoing, during any period in which
ownership of the Bonds is determined only by a book entry at a securities depository for the
Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be
made in accordance with existing arrangements between the 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 ,
2012, aggregating $ (herein sometimes called the "Bonds "), issued for the purpose of
(1) refunding the Refunded Obligations (as defined in the Bond Ordinance), and (ii) paying the
costs of issuance associated with the Bonds. The Bonds shall be issued in any denomination or
denominations in any integral multiple of $5,000 (an "Authorized Denomination "). All
capitalized 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, 2023 may be
redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, on
February 15, 2022, 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
KIN
are to be redeemed, the particular Bonds o[ such maturity and bearing such interest rate shall be
selected in accordance with the arrangements between the Issuer and the securities depository.
'THE BONDS are also sub ject to mandatory redemption in part by lot pursuant to the
terms of the Bond Ordinance, on February 15 in each of the year 20__ through 20__ with
respect to Bonds maturing February � J5 , 20_, in the [bUowi og years and in the [bUow/
og
amounts, at a price equal to the principal amount thereof and uoorumi and unpaid interest to the
date of redemption, without premium:
Year
*Pinat Maturity
Principal Amount (S)
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 u sinking fund redemption
payment, each annum sbddug fund payment for such Bond oba|) he reduced by the amount
obtained by multiplying the principal amount of Bonds xo purchased or redeemed by the ratio
o
which each remaining annual sinking fund redemption payment for such Bonds bears to the total
remaining sinking fund payments, an d b y rounding each such puyu�o L to the nearest $5, 000
integral; provided, that during any period in which ownership of the Bonds is determined only by
u book entry at o securities depository for the Bonds, the particular Bonds to he oa||cd for
mandatory redemption shall be selected in accordance with the arrangements between the Issuer
and the securities depository.
NOTICE OF any such redemption vfBonds xba| he given in the following manner, to-
wit, a written notice of such redemption shall be given k) the registered owner o[ each Bond oru
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 obovvo on the
Registration Books of the Paying Agent/Registrar. Any notice so nuni\rd shall be conclusively
presumed to have been duly given notwithstanding whether one or more registered onm`ccm may
have failed to have received such notice. By the date fixed for any such redemption due
provision shall be noudo by the laane, with the Paying Agent/Registrar for the payment of the
required redemption price for this Bond or the portion hereof which is to he so redeenucd. 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
uutmouuiioa\ly mhuU be redeemed prior to its scheduled maturity, and xbu|| not be regarded as
being outstanding except for the right of the registered ov/oor 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 ofprincipal amount
of this Bond or any portion hereof. |fa portion of any Bond shall beredeerneda substitute Bond
or Bonds having the same maturity date, bearing interest utthe xunoe 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
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 (1) 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
MIE
qualifications are substantially similar to the previous Paying Agent /Registrar it is replacing, and
promptly will cause written notice thereof to be mailed to the registered owners of the Bonds.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds,, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to 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, subiect 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 maiority 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.
B -5
CITY OF FORT WORTH, TEXAS
By
ATTEST:
City Secretary, City of Fort Worth, Texas
Mayor, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY: (SEAL)
City Attorney, City of Fort Worth, Texas
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
PAYING AGENT /REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed
Registration Certificate of the Comptrotler 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 originalty was approved by the Attorney General of the State of "Texas and
registered by the Comptroller of Public Accounts of the State of Texas.
Dated
BOKF, NA, d /b /a Bank of Texas, N.A.,
Paying Agent /Registrar
G
Authorized Signatory
M
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
Z�
a member firm of the New York Stock
Exchange or a corm-nercial bank or trust
company.
NOTICE: The signature(s) above must
correspond with the name of the Registered
Owner as it appears upon the front of this Bond
in every particular, without alteration or
enlargement or any change whatsoever.
1-M
EXHIBIT C
WRITTEN PROCEDURES
RELATING TO CONTINUING COMPLIANCE
WITH FEDERAL TAX COVENANTS
These procedures, together with any federal lax certifications, provisions included in the
authorizing document (the "Ordinance') with respect to the issuance and sale qf'Obligations (as
defined below), letters of instructions and✓or memoranda from bond counsel and any
attachments thereto (the "Closing Documents'), are intended to assist the Issuer in complying
with federal guidelines related to the issuance of any tax-exempt debt such as the Bonds (the
"Obligations').
A. Arbitrage Compliance. Federal income tax laws generally restrict the ability to earn
arbitrage in connection with the Obligations. The Responsible Person (as defined below) will
review the Closing Documents periodically (at least once a fiscal year) to ascertain if an
exception to arbitrage compliance applies.
Procedures applicable to Obligations issued for construction and acquisition purposes.
With respect to the investment and expenditure of the proceeds of the Obligations that are issued
to finance public improvements or to acquire land or personal property, the Issuer's Chief
Financial Officer and City Treasurer (such officers, together with other employees of the Issuer
who report to such officers, are, collectively, the "Responsible Person") will:
Instruct the appropriate person who is primarily responsible for the construction,
renovation or acquisition of the facilities financed or refinanced with the
Obligations (the "Project") that (1) binding contracts for the expenditure of at least
5% of the proceeds of the Obligations are entered into within six months of the
date of closing of the Obligations (the "Issue Date") and that (11) the Project must
proceed with due diligence;
2. Monitor that at least 85% of the proceeds of the Obligations to be used for the
construction, renovation or acquisition of the Project are expended within three
years of the Issue Date;
Monitor the yield on the investments purchased with proceeds of the Obligations
and restrict the yield of such investments to the yield on the Obligations after
three years of the Issue Date;
4. Monitor all amounts deposited into a sinking fund or funds pledged (directly or
indirectly) to the payment of the Obligations, such as the interest and sinking fund
or debt service fund, to assure that the maximum amount invested within such
applicable fund at a yield higher than the yield on the Obligations does not exceed
an amount equal to the debt service on the Obligations in the succeeding twelve-
month period plus a carryover amount equal to one-twelfth of the principal and
interest payable on the Obligations for the immediately preceding twelve-month
period; and
M
5. Ensure that no more than 50% of the proceeds of the Obligations are invested in
an investment with a guaranteed yield for four years or more.
Procedures applicabic_to Obl] ations with a debt service reserve fund. In addition to the
foregoing, if the Issuer issues Obligations that are secured by a debt service reserve fund, the
Responsible Person will assure that the maximum amount of any reserve fund for the Obligations
invested at a yield higher than the yield on the Obligations will not exceed the lesser of (1) 10%
of the principal amount of the Obligations, (2) 125% of the average annual debt service on the
Obligations measured as of the Issue Date, or (3) 100% of the maximum annual debt service on
the Obligations as of the Issue Date.
Procedures applicable to Escrow Accounts for RefundjDg Issues. In addition to the
jS S
foregoing, if the Issuer issues Obligations and proceeds are deposited to an escrow fund to be
administered pursuant to the terms of an escrow agreement, the Responsible Person will:
Monitor the actions of the escrow agent to ensure compliance with the applicable
provisions of the escrow agreement, including with, respect to reinvestment of
cash balances-,
2. Contact the escrow agent on the date of redemption of obligations being refunded
to ensure that they were redeemed; and
3. Monitor any unspent proceeds of the refunded obligations to ensure that the yield
on any investments applicable to such proceeds are invested at the yield on the
applicable obligations or otherwise applied.
Procedures applicable to all Tax- Exempt Obligations. For all Issuances of Obligations,
the Responsible Person will:
Maintain any official action of the Issuer (such as a reimbursement resolution)
stating the Issuer's intent to reimburse with the proceeds of the Obligations any
I acquisition 1011 OF
amount expended prior to the Issue Date for the acquisition, renovation
construction of the facilities;
2. Ensure that the applicable information return (e.g., Form 8038-G, 8038-GC, or
any successor forms) is timely filed with the Internal Revenue Service (the
"IRS"); and
3. Assure that, unless excepted from rebate and yield restriction Linder section 148(0
of the Code, excess investment earnings are computed and paid to the U.S.
goverru,nent at such time and in such manner as directed by the IRS (1) at least
every five years after the Issue Date and (ii) within 30 days after the date the
Obligations are retired.
B. Private Business Use. Generally, to be tax-exempt, only an insignificant amount of the
proceeds of each issue of Obligations can. benefit (directly or indirectly) private businesses, The
C-2
Responsible Person will review the Closing Documents periodically (at least once ufioca year)
for the purpose ofdetermining that the use of the Project does not violate provisions of federal
tax law that pertain to private business use. In addition, the Responsible Persons will:
I)nye|op procedures or a "hacking syxenu" to identify all property fiouoccd with
tax-exempt debt;
2. Monitor and record the date on which the Project is aubsouoMa1|y complete and
available to be used for the purpose intended;
3. Monitor and record whether, at any time the Obligations are outstanding, any
person, other than the Issuer, the employees nfthe lunuec the agents nfthe Issuer
or rnccnbera of the general public, has any contractual right (such as o |ouoe'
purchase, management or other service agreement) with respect to any portion of
the Pr Project-,
`
4. Monitor and record whether, at any bnuo the Obligations are outstanding, any
person, other than the Issuer, the employees o[ the Issuer, the agents of the Issuer
oz members uf the general public, has u right to use the output ufthe Project (e.g.,
water, gas, electricity);
5. Monitor and record whether, at any time the Obligations are outstanding, any
person, other than the Issuer, the employees ofthe Issuer, the agents o[ the Issuer
nr members u[the general public, has ahuhi 10 use the Project to couduo\ or to
direct the conduct of research-,
k Monitor and record whether, at any time the Obligations are outstanding, any
person, other than the Issuer, has a narniugzight for the Project or any other
contractual right granting an intangible benefit;
7. Monitor and record whether, at any time the Obligations are outstanding, the
Project is sold or otherwise disposed of, and
Q. Take such action as is necessary to rcnediu{o any Dd|uro to rnuiniun compliance
with the covenants 0001uood in the [)njioaocn rt\u1cd to the public use of the
C� Record Retention. The Ilcspousih1c Person will couiutuio or cause to be maintained all
records relating 0o the investment and expenditure nfthe proceeds nf the Obligations and the use
of the facilities fiounCedor refinanced thereby for a period ending three years after the complete
extinguishment of the ()bKguboox. If any portion of the Obligations is zobuudnd with the
proceeds of another series of tax-exempt Obligations, such records sbuU be maintained until the
three years after the refunding (}h)igudouu are completely extinguished. Such records can be
maintained in paper or electronic foirnat.
D. Each Responsible Person shall receive appropriate training
regarding the Issuer's uomuoduA system, contract intake system, facilities management and other
systems necessary to track the investment and expenditure of the proceeds and the use of the
Project financed or refinanced with the proceeds of the Obligations. The foregoing
notwithstanding, each Responsible Person shall report to the City Council whenever experienced
advisors and agents may be necessary to carry Out the purposes of these instructions for the
purpose of seeking City Council approval to engage or Utilize existing advisors and agents for
such purposes.
C-4
Exhibit D
to Twenty -Third
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Twenty -Third 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 l 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.
D -1
THE STATE OF TS}{A6
COUNTIES OFT&DFAMT,DBNTON, WISE AND PARK GK
CITY AFFURTYVORTB
1, Mary Kayser, City Secretary of the City of Fort Worth, io the State of Texas, dohereby
certify that } 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 24, 2012,
and of the o,diouuoo authorizing the issuance of Water and 8ev/or System Revenue Refunding
Bonds, Sodoo 2012, vvhiub was duly passed at said meeting, and that said copy is u Uno and
correct copy of said excerpt and the whole ofsaid ordinance. Said unccdnQwum open to the
public, and public notice of the time, okmn, and purpose of said nucedog was given, all as
required by Chapter 55l. Texas Government Code, as amended.
In 1eodoznny v/6creoL ] have set my buod and have hereunto affixed the seal of said (lLy
of Fort Worth, this 24th day of July, 2012.
City of Fort i orth, Texas