HomeMy WebLinkAboutOrdinance 17802-09-2007`~'i'°J
ORDINANCE NO. 17802-09-2007
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM
SUBORDINATE LIEN REVENUE BONDS, SERIES 2007A;
AND ORDAINING OTHER MATTERS RELATED THERETO
THE STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
WHEREAS, the City Council of the City of Fort Worth, Texas (the "City" or the "Issuer")
adopted an ordinance on October 17, 1989 (the "Subordinate Lien Revenue Bond Ordinance")
authorizing the issuance of City of Fort Worth, Texas Water and Sewer System Subordinate Lien
Revenue Bonds, Series 1989, in the aggregate principal amount of $33,300,000 (the "Series 1989
Subordinate Lien Obligations"); and
WHEREAS, the City reserved the right in the Subordinate Lien Revenue Bond Ordinance to
issue obligations payable from a lien on the "Pledged Revenues" of the combined Water and Sewer
System on a parity with the Series 1989 Subordinate Lien Obligations; and
WHEREAS, pursuant to such reservation of authority, the City heretofore has issued its City
of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1991, in the
aggregate principal amount of $16,155,000 (the "Series 1991 Subordinate Lien Obligations"), its City
of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1992, in the
aggregate principal amount of $12,000,000 (the "Series 1992 Subordinate Lien Obligations"), its City
of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1995, in the
aggregate principal amount of $18,880,000 (the "Series 1995 Subordinate Lien Obligations"), its City
of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1996, in the
aggregate principal amount of $17,120,000 (the "Series 1996 Subordinate Lien Obligations"), its City
of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1998, in the
aggregate principal amount of $60,980,000 (the "Series 1998 Subordinate Lien Obligations"), its City
of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1999, in the
aggregate principal amount of $38,000,000 (the "Series 1999 Subordinate Lien Obligations"), its City
of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1999A, in the
aggregate principal amount of $61,750,000 (the "Series 1999A Subordinate Lien Obligations"),its City
of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2001, in the
aggregate principal amount of $8,080,000 (the "Series 2001 Subordinate Lien Obligations"), its City of
Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2002, in the
aggregate principal amount of $34,310,000 (the "Series 2002 Subordinate Lien Obligations"), its City
of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2005, in the
aggregate principal amount of $7,890,000 (the "Series 2005 Subordinate Lien Obligations"),its City of
Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2005A in the
aggregate principal amount of $11,500,000 (the "Series 2005A Subordinate Lien Obligations"), and its
City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2005B,
in the aggregate principal amount of $64,520,000 (the "Series 2005B Subordinate Lien Obligations");
and
WHEREAS, the Series 1989 Subordinate Lien Obligations, the Series 1991 Subordinate Lien
Obligations, the Series 1992 Subordinate Lien Obligations and the Series 1995 Subordinate Lien
Obligations no longer are outstanding; and
WHEREAS, the Series 1996 Subordinate Lien Obligations, the Series 1998 Subordinate Lien
Obligations, the Series 1999 Subordinate Lien Obligations, the Series 1999A Subordinate Lien
Obligations, the Series 2001 Subordinate Lien Obligations, the Series 2002 Subordinate Lien
Obligations, the Series 2005 Subordinate Lien Obligations, the Series 2005A Subordinate Lien
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Obligations and the Series 2005B Subordinate Lien Obligations are hereinafter referred to as the
"Previously Issued Subordinate Lien Obligations"; and
WHEREAS, the lien on and pledge of the Pledged Revenues securing the Previously Issued
Subordinate Lien Obligations is subordinate to the lien on and pledge of the Pledged Revenues securing
other outstanding obligations of the City similarly secured; and
WHEREAS, the City deems it necessary and advisable to issue bonds on a parity with the
Previously Issued Subordinate Lien Obligations;
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
Chapter 1502, Texas Government Code, and other applicable laws, for the purpose of extending and
improving the City's combined water and sewer system, to-wit, extending and improving the sewer
system, as further described in this Ordinance; and
WHEREAS, the Texas Water Development Board has committed to purchase the bonds
hereinafter authorized pursuant to Subchapter J of Chapter 15, Texas Water Code.; and
WHEREAS, concurrently with the adoption of this Ordinance, the City is adopting an
ordinance authorizing the sale of City of Fort Worth, Texas Water and Sewer System Subordinate Lien
Revenue Bonds, Series 2007B, in the aggregate principal amount of ~ `~ `~lo~b~b (the "Series 2007B
Obligations"), for the purpose of extending and improving the City's combined water and sewer
system, to-wit, extending and improving the water system; and
WHEREAS, the Series 2007B Obligations shall be on a parity with the bonds hereinafter
authorized, and the Texas Water Development Board has committed to purchase the Series 2007B
Obligations pursuant to Subchapter J of Chapter 15, Texas Water Code.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,
TEXAS:
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Section 1. BONDS AUTHORIZED. That the City's bonds (the "Obligations") are hereby
authorized to be issued in the aggregate principal amount of $~=T ~, b~ for the purpose of
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extending and improving the City's combined water and sewer system, to-wit: extending and improving
the City's sewer system. The Obligations shall be designated as the "City of Fort Worth, Texas Water
and Sewer System Subordinate Lien Revenue Bonds, Series 2007A".
Section 2. DATE AND MATURITIES. That the Obligations shall be dated ,
2007, shall be in the denomination of X5,000 each, or any integral multiple thereof, shall be numbered
consecutively from R-1 upward, and shall mature on the maturity date, in each of the years, and in the
amounts, respectively, as set forth in the following schedule:
MATURITY DATE: MARCH 1
AGGREGATE AGGREGATE
PRINCIPAL PRINCIPAL
YEARS AMOUNTS ($) YEARS AMOUNTS (~)
2008 2018
2009 2019
2010 2020
2011 2021
2012 2022
2013 2023
2014 2024
2015 ~ 2025
2016 2026
2017 2027
The Texas Water Development Board ("TWDB") will purchase the Obligations in the manner
described in Section 27 of this Ordinance.
Section 3. RIGHT OF PRIOR REDEMPTION. The City reserves the right to redeem the
Obligations maturing on and after March 1, 2018 on March 1, 2017, or on any date thereafter, in whole
or in part, and if in part, in inverse order of maturity, for the principal amount thereof and accrued
interest thereon to the date fixed for redemption, and without premium.
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At least 30 days prior to the date fixed for any such redemption a written notice of such
redemption shall be given to the registered owner of each Obligation or a portion thereof being called
for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each
such registered owner at his address shown on the registration books of the Paying Agent/Registrar.
By the date fixed for any such redemption due provision shall be made by the City with the Paying
Agent/Registrar for the payment of the required redemption price for the Obligations or the portions
thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption.
If such written notice of redemption is given, and if due provision for such payment is made, all as
provided above, the Obligations, or the portions thereof which are to be so redeemed, thereby
automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest after the
date fixed for their redemption, and shall not be regarded as being outstanding except for the right of
the registered owner to receive the redemption price plus accrued interest to the date fixed for
redemption from the PayingAgent/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
Obligations or any portion thereof. If a portion of any Obligation shall be redeemed a substitute
Obligation or Obligations having the same maturity date, bearing interest at the same rate, in any
denomination or denominations in any integral multiple of $5,000, 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
City, all as provided in this Ordinance.
Section 4. INTEREST. That the Obligations shaIl bear interest at the following rates per
annum:
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maturities 2008, % maturities 2018,
maturities 2009, % maturities 2019,
maturities 2010, % maturities 2020,
maturities 2011, % maturities 2021,
maturities 2012, % maturities 2022,
maturities 2013, % maturities 2023,
maturities 2014, % maturities 2024,
maturities 2015, % maturities 2025,
maturities 2016, % maturities 2026,
maturities 2017, % maturities 2027,
Interest on the Obligations shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months. Said interest shall be payable to the registered owner of any such Obligation in the manner
provided and on the dates stated in the FORM OF BOND.
Section 5. CI IARACTERISTICS OF THE OBLIGATIONS. (a) That the City shall keep or
cause to be kept at the designated corporate trust office in Fort Worth, Texas (the "Designated Trust
Office") of Wells Fargo Bank, National Association, or such other bank, trust company, financial
institution, or other agency named in accordance with the provisions of (~ of this Section hereof (the
"Paying Agent/Registrar") books or records of the registration and transfer of the Obligations (the
"Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and
transfer agent to keep such books or records and make such transfers and registrations under such
reasonable regulations as the City and the Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of
the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books
the address to which payments with respect to the Obligations owned by any such registered owner
thereof shall be mailed as herein provided. The City or its designee shall have the right to inspect the
Registration Books during regular business hours of the Paying Agent/Registrar at its Designated Trust
Office, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and,
unless otherwise required by law, shall not permit their inspection by any other entity. Registration of
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each Obligation may be transferred in the Registration Books only upon presentation and surrender
thereof to the Paying Agent/Registrar at its Designated Trust Office for transfer of registration and
cancellation, together with proper written instruments of assignment, in form and with guarantee of
signatures satisfactorytothe PayingAgent/Registrar, evidencingthe assignment thereof, or anyportion
thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of such
assignee or assignees to have the Obligation or any such portion thereof registered in the name of such
assignee or assignees. Upon the assignment and transfer of any Obligation or any portion thereof, a
new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided.
(b) The entity in whose name any Obligation shall be registered in the Registration Books at
any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or
not such Obligation shall be overdue, and the City and the Paying Agent/Registrar shall not be affected
by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and
interest on any such Obligation shall be made only to such registered owner. All such payments shall
be valid and effectual to satisfy and discharge the liability upon such Obligation to the extent of the sum
or sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for
paying the principal of and interest on the Obligations, and to act as its agent to exchange or replace
Obligations, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records
of all payments made by the City and the Paying Agent/Registrar with respect to the Obligations, and
of all exchanges of such Obligations, and all replacements of such Obligations, as provided in this Ordi-
nance.
(d) Each Obligation may be exchanged for fully registered bonds in the manner set forth
herein. Each Obligation issued and delivered pursuant to this Ordinance, to the extent of the unpaid
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or unredeemed principal amount thereof, may, upon surrender thereof at the Designated Trust Office
of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered
owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives,
with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered
owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without
interest coupons, in the form prescribed in the FORM OF BOND, in the denomination of $5,000 or
any integral multiple thereof (subject to the requirement hereinafter stated that each substitute
Obligation shall have a single stated maturity date), as requested in writing by such registered owner or
such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed
principal amount of any Obligation or Obligations so surrendered, and payable to the appropriate
registered owner, assignee, or assignees, as the case may be. If a portion of any Obligation shall be
redeemed prior to its scheduled maturity as provided herein, a substitute Obligation or Obligations
having the same maturity date, bearing interest at the same rate, in the denomination or denominations
of any integral multiple of $5,000 at the 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 surrender
thereof for cancellation. If any Obligation or portion thereof is assigned and transferred, each bond
issued in exchange therefor shall have the same principal maturity date and bear interest at the same
rate as the Obligation for which it is being exchanged. Each substitute Obligation shall bear a letter
and/or number to distinguish it from each other Obligation. The Paying Agent/Registrar shall
exchange or replace Obligations as provided herein, and each fully registered bond or bonds delivered
in exchange for or replacement of any Obligation or portion thereof as permitted or required by any
provision of this Ordinance shall constitute one of the Obligations for all purposes of this Ordinance,
and may again be exchanged or replaced. It is specifically provided, however, that any Obligation
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delivered in exchange for or replacement of another Obligation prior to the first scheduled interest
payment date on the Obligations (as stated on the face thereof) shall be dated the same date as such
Obligation, but each substitute bond so delivered on or after such first scheduled interest payment date
shall be dated as of the interest payment date preceding the date on which such substitute bond is de-
livered, unless such substitute bond is delivered on an interest payment date, in which case it shall be
dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute
bond the interest on the Obligation for which it is being exchanged has not been paid, then such
substitute bond shall be dated as of the date to which such interest has been paid in full. On each
substitute bond issued in exchange for or replacement of any Obligation issued under this Ordinance
there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate (the
"Authentication Certificate"), in the form set forth in the FORM OF BOND. An authorized
representative of the Paying Agent/Registrar shall, before the delivery of any such substitute
Obligation, date such substitute Obligation in the manner set forth above, and manually sign and date
the Authentication Certificate, and no such substitute Obligation shall be deemed to be issued or out-
standing unless the Authentication Certificate is so executed. The Paying Agent/Registrar promptly
shall cancel all Obligations surrendered for exchange or replacement. No additional ordinances, orders,
or resolutions need be passed or adopted by the City Council or any other body or person so as to
accomplish the foregoing exchange or replacement of any Obligation or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds
in the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of
exchange or replacement of any Obligations as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of the Authentication Certificate, the exchanged or replaced
Obligation shall be valid, incontestable, and enforceable in the same manner and with the same effect
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as the Obligations which originally were delivered pursuant to this Ordinance, approved by the
Attorney General, and registered by the Comptroller of Public Accounts. Neither the City nor the
Paying Agent/Registrar shall be required (1) to issue, transfer, or exchange any Obligation during a
period beginning at the opening of business 30 days before the day of the first mailing of a notice of
redemption of Obligations and ending at the close of business on the day of such mailing, or (2) to
transfer or exchange any Obligation so selected for redemption in whole when such redemption is
scheduled to occur within 30 calendar days.
(e) All Obligations issued in exchange or replacement of any other Obligation or portion there-
of (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest
on such Obligations to be payable only to the registered owners thereof, (ii) maybe redeemed prior
to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other
Obligations, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of
and interest on the Obligations shall be payable, all as provided, and in the manner required or
indicated, in the FORM OF BOND.
(f) The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges
for making transfers of Obligations, but the registered owner of any Obligation requesting such transfer
shall pay any taxes or other governmental charges required to be paid with respect thereto. The
registered owner of any Obligation requesting any exchange shall pay the Paying Agent/Registrar's
reasonable and standard or customary fees and charges for exchanging any such Obligation or portion
thereof, together with any taxes or governmental charges required to be paid with respect thereto, all
as a condition precedent to the exercise of such privilege of exchange, except, however, that in the case
of the exchange of an assigned and transferred Obligation or Obligations or any portion or portions
thereof in any integral multiple of $5,000, and in the case of the exchange of the unredeemed portion
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of an Obligation which has been redeemed in part prior to maturity, as provided in this Ordinance,
such fees and charges of the Paying Agent/Registrar will be paid by the City. In addition, the City
hereby covenants with the registered owners of the Obligations that it will pay (i) the reasonable and
standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to
the payment of the principal of and interest on the Obligations, when due, and (ii) the fees and charges
of the Paying Agent/Registrar for services with respect to the transfer or registration of Obligations
solely to the extent above provided, and with respect to the exchange of Obligations solely to the
extent above provided.
(g) The City covenants with the registered owners of the Obligations that at all times while the
Obligations are outstanding the City will provide a competent and legally qualified bank or trust
company to act as and perform the services of Paying Agent/Registrar for the Obligations under this
Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and
may, at its option, change. the Paying Agent/Registrar upon not less than 60 days written notice to the
Paying Agent/Registrar. 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 to act as Paying Agent/Registrar under this Ordinance
a competent and legally qualified national or state banl~ing institution which shall be a corporation
organized and doing business under the laws of the United States of America or of any state, authorized
under such laws to exercise trust powers, subject to supervision or examination by federal or state
authority, and whose qualifications are substantially similar to the previous Paying Agent/Registrar.
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 Obligations, to the new Paying Agent/Registrar designated and appointed
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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 registered owner of the
Obligations, 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 Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(h) The Obligations issued in exchange for the Obligations initially issued to the purchaser
specified herein shall be initially issued in the form of a separate single fully registered Obligation for
each of the maturities thereof. Upon initial issuance, the ownership of each such Obligation shall be
registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York
("DTC"), and except as provided in subsection (i) hereof, all of the outstanding Obligations shall be
registered in the name of Cede & Co., as nominee of DTC.
With respect to Obligations registered in the name of Cede & Co., as nominee of DTC, the
Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other org~n;7ations on
whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance and
settlement of securities transactions among DTC Participants or to any person on behalf ofwhom such
a DTC Participant holds an interest in the Obligations. Without limiting the immediately preceding
sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to
any ownership interest in the Obligations, (ii) the delivery to any DTC Participant or any other person,
other than a registered owner of Obligations, as shown on the Registration Books, of any notice with
respect to the Obligations, or (iii) the payment to any DTC Participant or any other person, other than
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a registered owner of Obligations, as shown in the Registration Books of any amount with respect to
principal of or interest on the Obligations. Notwithstanding any other provision of this Ordinance to
the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the
person in whose name each Obligation is registered in the Registration Books as the absolute owner
of such Obligation for the purpose of payment of principal and interest with respect to such
Obligation, for the purpose of registering transfers with respect to such Obligation, and for all other
purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the
Obligations only to or upon the order of the registered owners, as shown in the Registration Books
as provided in this Ordnance, or their respective attorneys duly authorized in writing, and all such
payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect
to payment of principal of and interest on the Obligations to the extent of the sum or sums so paid.
No person other than a registered owner, as shown in the Registration Books, shall receive a Obligation
evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this
Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that
DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions
in this Ordinance with respect to interest checks being mailed to the registered owner at the close of
business on the record date, the words "Cede & Co." in this Ordinance shall refer to such new nominee
of DTC. In connection with the initial establishment of the foregoing book-entry system with DTC,
the Issuer heretofore has executed a "Blanket Letter of Representations" prepared by DTC in order
to implement the book-entry system described above.
(i) In the event that the Issuer deterir~.ines that DTC is incapable of discharging its
responsibilities described herein and in the representation letter of the Issuer to DTC or that it is in
the best interest of the beneficial owners of the Obligations that they be able to obtain certificated
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Obligations, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Obligations to such successor securities depository or (ii) notify DTC and DTC Participants
of the availability through DTC of Obligations and transfer one or more separate Obligations to DTC
Participants having Obligations credited to their DTC accounts. In such event, the Obligations shall
no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as
nominee of DTC, but may be registered in the name of the successor securities depository, or its
nominee, or in whatever name or names registered owners transferring or exchanging Obligations shall
designate, in accordance with the provisions of this Ordinance. The foregoing notwithstanding, for
so long as TWDB is an owner of any outstanding Obligation, the City will not discontinue the DTC
book-entry system without the consent of TWDB.
(j) Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Obligation is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to
principal of and interest on such Obligation and all notices with respect to such Obligation shall be
made and given, respectively, in the manner provided in the representation letter of the Issuer to DTC.
(k) The Paying Agent/Registrar shall complete the "Date of Delivery" on each installment of
Obligations initially delivered to the TWDB, upon the satisfaction of the conditions described in
Section 27 of this Ordinance.
Section 6. FORM OF OBLIGATIONS. That the form of all Obligations, including the form
of the Authentication Certificate, the Form of Assignment, and the form of the Comptroller's Registra-
tion Certificate to accompany the Obligations on the initial delivery thereof, shall be, respectively,
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substantially as set forth in Exhibit A to this Ordinance, with such appropriate variations, omissions,
or insertions as are permitted or required by this Ordinance.
Section 7. DEFINITIONS. That the definitions set forth in the Master Ordinance are hereby
incorporated by reference and made a part hereof for all purposes. In addition, as used in this Ordi-
nance, the following terms shall have the meanings set forth below, unless the text hereof specifically
indicates otherwise:
(a) The term "Additional Obligations" shall mean the revenue bonds, notes or other obligations
which the City reserves the right to issue in the future on a parity with the Previously Issued
Subordinate Lien Obligations and the Obligations, as provided in this Ordinance.
(b) The term "MAC" shall mean the Municipal Advisory Council of Texas.
(c) The term "Master Ordinance" shall mean the Ordinance establishing the City's Water and
Sewer System Revenue Financing Program, adopted on December 10, 1991.
(d) The term "MSRB" shall mean the Municipal Securities Rulemaking Board.
(e) The term "NRMSIR" shall mean each person whom the SEC or its staff has determined
to be a nationally recognized municipal securities information repositorywithin the meaning of the Rule
from time to time.
(~ The term "Obligations" shall mean the City of Fort Worth, Texas Water and Sewer System
Subordinate Lien Revenue Bonds, Series 2007A, authorized by this Ordinance.
(g) The term "Previously Issued Subordinate Lien Obligations" shall have the same meaning
given said term in the preamble to this Ordinance.
(h) The term "Prior Lien Bonds" shall mean the Parity Obligations and any bonds hereafter
issued on a parity therewith pursuant to the terms of the Master Ordinance.
(i) The term "Prior Lien Obligations" shall mean the Prior Lien Bonds and any System
Obligations.
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(j) The term "Required Reserve Amount" shall mean, with respect to Subordinate Lien
Obligations, an amount equal to the greater of (i) 50% of the average Annual Debt Service
Requirements of the Subordinate Lien Obligations then Outstanding or (ii) 37.5% of the Annual Debt
Service Requirements of the Subordinate Lien Obligations to be Outstanding in the Year during which
such Annual Debt Service Requirements are scheduled to be the greatest.
(k) The term "Rule" shall mean SEC Rule 15c2-12, as amended from time to time.
(1) The term "SEC" shall mean the United States Securities and Exchange Commission.
(m) The term "Series 2007B Obligations" shall mean the City of Fort Worth, Texas Water and
Sewer System Subordinate Lien Revenue Bonds, Series 2007B, authorized concurrently with the
adoption of this Ordinance.
(n) The term "SID" shall mean any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state
information depository within the meaning of the Rule from time to time.
(o) The term "Subordinate Lien Obligations" shall mean the Obligations, the Previously Issued
Subordinate Lien Obligations, the Series 2007B Bonds and any Additional Obligations.
(p) The term "Subordinate Lien Revenue Bond Ordinance" shall have the same meaning given
said term in the preamble to this Ordinance.
(q) The term "System" shall mean and include the City's combined existing water and sewer
system, together with all future extensions, improvements, enlargements, and additions thereto, and
all replacements thereof; provided that, notwithstanding the foregoing, and to the extent now or
hereafter authorized or permitted by law, the term System shall not include any water or sewer facilities
which are declared by the City not to be a part of the System and which are acquired or constructed
by the City with the proceeds from the issuance of "Special Facilities Bonds", which are hereby defined
as being special revenue obligations of the City which are not secured by or payable from the Pledged
Revenues as defined herein, but which are secured by and payable solely from special contract revenues
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or payments received from any other legal entity in connection with such facilities; and such revenues
or payments shall not be considered as or constitute Gross Revenues of the System, unless and to the
extent otherwise provided in the ordinance or ordinances authorizing the issuance of such "Special
Facilities Bonds".
(r) The term "System Obligations" shall mean (a) the line of credit securing the Water and
Sewer System Commercial Paper Notes, Series A, and (b) any obligations of the City hereafter issued
or incurred by the City secured by a lien on and pledge of the Pledged Revenues superior to the
Subordinate Lien Obligations but subordinate to the Prior Lien Bonds.
(s) The term "TWDB" shall mean the Texas Water Development Board, or any successor
agency thereto.
(t) The terms "Year" and "Fiscal Year" shall mean the regular fiscal year used by the City in
connection with the operation of the System, which may be any twelve consecutive months period
established by the City.
Section 8. MASTER ORDINANCE. That the provisions of the Master Ordinance are hereby
incorporated by reference; and by approving this Ordinance and by issuing the commitment to
purchase the Obligations as described in the preamble to this Ordinance, TWDB shall be deemed to
have accepted such provisions and such provisions shall apply and govern the Previously Issued
Subordinate Lien Obligations, the Obligations, the Series 2007B Obligations, and any Additional
Obligations hereafter issued on a parity therewith, including, without limitation, the use of Reserve
Fund Obligations (as defined in the Master Ordinance) to provide for the Required Reserve Amount.
Section 9. PLEDGE. (a) That the Obligations are and shall be secured by and payable from
a lien on and pledge of the Pledged Revenues; provided, however, that said lien on and pledge of the
Pledged Revenues shall be junior and subordinate to the lien on and pledge of the Pledged Revenues
to the Prior Lien Obligations. In addition, the Pledged Revenues are further pledged to the establish-
ment and maintenance of the Debt Service Fund and the Subordinate Lien Reserve Fund as hereinafter
provided. The Obligations are and will be secured by and payable only from the Pledged Revenues in
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the manner described above, and are not secured by or payable from a mortgage or deed of trust on
any properties, whether real, personal, or mixed, constituting the System.
(b) Chapter 1208, Texas Goverrunent Code, applies to the issuance of the Obligations 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
Obligations 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, Texas Business & Commerce Code, then
in order to preserve to the registered owners of the Obligations 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, Texas Business & Commerce Code
and enable a filing to perfect the security interest in said pledge to occur.
Section 10. DEBT SERVICE FUND. That for the sole purpose of paying the principal of
and interest on all Subordinate Lien Obligations, as the same come due, there has been created, and
established and maintained on the books of the City, the Debt Service Fund. Monies in said Fund shall
be maintained at an official depository bank of the City.
Section 11. RESERVE FUND. That thexe has been created, and established and maintained
on the books of the City, a separate fund to be entitled the "City of Fort Worth, Texas Water and
Sewer System Revenue Bonds Subordinate Lien Reserve Fund" (hereinafter called the "Subordinate
Lien Reserve Fund"). Monies in the Subordinate Lien Reserve Fund shall be used solely for the
purpose of retiring the last of any Subordinate Lien Obligations as they become due or paying principal
of and interest on any Subordinate Lien Obligations when and to the extent the amounts in the Debt
Service Fund axe insufficient for such purpose. Reserve Fund Obligations shall be maintained in the
Subordinate Lien Reserve Fund in amounts equal to the Required Reserve Amount.
Section 12. PROJECT FUND. (a) That there is hereby created, established and maintained
on the books of the City, a separate fund to be entitled the "City of Fort Worth, Texas Water and
Sewer System Series 2007A Subordinate Lien Revenue Bonds Project Fund" (hereinafter called the
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"Project Fund"). Monies in the Project Fund shall be maintained at an official depository bank of the
City.
(b) Except as otherwise provided in Section 15(a) hereof, the proceeds of the Obligations shall
be deposited into the Project Fund and used by the City for payment of the costs of extending and
improving the System, and the payment of costs associated therewith, including any costs for engi-
neering, financing, financial consultation, administrative, auditing and legal expenses.
(c) Any surplus proceeds, including the investment earnings derived from the investment of
monies on deposit in the Project Fund, from the Obligations remaining on deposit in the Project Fund
after completing the improvements and extensions to the System and upon the completion of the final
accounting as described in Section 22(c) hereof, shall be transferred to the Debt Service Fund to
redeem, in inverse order of maturity, the Obligations owned by TWDB. The foregoing notwithstand-
ing, it is further provided, however, that any interest earnings on monies on deposit in the Project Fund
which are required to be rebated to the United States of .America pursuant to Section 25 hereof in
order to prevent the Obligations from being arbitrage bonds shall be transferred to the "Rebate Fund"
hereinafter established and shall not be considered as interest earnings for purposes of this subsection.
(d) If required by TWDB as a condition to the purchase of the Obligations, the City
Manager or the designee thereof may approve, execute and deliver an appropriate escrow agreement
or establish an appropriate trust and agency fund on the books of the City. In either case, proceeds
of the Obligations required to be deposited under an escrow agreement or into a trust and agency fund
shall be disbursed in accordance with the TWDB Rules Relating to Financial Programs or as otherwise
authorized and directed by TWDB.
Section 13. DEPOSITS OF PLEDGED REVENUES; INVESTMENTS. (a) That the
Pledged Revenues shall be deposited in the Debt Service Fund and the Subordinate Lien Reserve Fund
when and as required by this Ordinance.
(b) That money in either the Debt Service Fund, the Subordinate Lien Reserve Fund or the
Project Fund may, at the option of the City, be invested in Eligible Investments; provided that all such
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deposits and investments shall have a par value (or market value when less than par) exclusive of
accrued interest at all times at least equal to the amount of money credited to such Funds, and shall be
made in such manner that the money required to be expended from any Fund will be available at the
proper time or times; and provided, further, that Eligible Investments shall consist of only those
investments permitted by the Public Funds Investment Act (Chapter 2256, Texas Government Code)
and the City's investment policy. Money in the Subordinate Lien Reserve Fund shall not be invested
insecurities maturing later than the final maturity of the Subordinate Lien Obligations secured thereby.
Such investments shall be valued in terms of current market value as of the last day of each Year,
except that direct obligations of the United States (State and Local Government Series) in book-entry
form shall be continuously valued at their par or face principal amount. Such investments shall be sold
promptly when necessary to prevent any default in connection with any Subordinate Lien Obligations.
Section 14. FUNDS SECURED. That money in all such Funds, to the extent not invested,
shall be secured in the manner prescribed by law for securing funds of the City.
Section 15. DEBT SERVICE REQUIREMENTS. (a) That promptly after the delivery of
any installment of the Obligations the City shall cause to be deposited to the credit of the Debt Service
Fund any accrued interest received from the sale and delivery thereof, and any such deposit shall be
used to pay part of the interest next coming due on the Obligations.
(b) That in addition to all amounts heretofore required to be deposited to the credit of the
Debt Service Fund, the City shall transfer from the Pledged Revenues and deposit to the credit of the
Debt Service Fund the amounts, at the times, as foIlows:
(1) such amounts, deposited in approxunately equal monthly installments on or before
the 25th day of each month hereafter, commencing with the month during which the
Obligations are delivered, or the month thereafter if delivery is made after the 25th day thereof,
as will be sufficient, together with other amounts, if any, then on hand in the Debt Service
Fund and available for such purpose, to pay the interest scheduled to accrue and come due on
the Obligations on the next succeeding interest payment date; and
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(2) such amounts, deposited in approximately equal monthly installments on or before
the 25th day of each month hereafter, commencing with the month during which the
Obligations are delivered, or the month thereafter if delivery is made after the 25th day thereof,
as will be sufficient, together with other amounts, if any, then on hand in the Debt Service
Fund and available for such purpose, to pay the principal scheduled to mature and come due
on the Obligations on the next succeeding principal payment date.
Section 1 G. RESERVE REQUIREMENTS. That the City covenants, subject to the covenants
set forth in Section 25 hereof relating to the tax-exempt status of the Obligations, that the Subordinate
Lien Reserve Fund shall be maintained in an amount no less than the Required Reserve .Amount
applicable to the outstanding Previously Issued Subordinate Lien Obligations, Obligations, the Series
20078 Obligations, and Additional Obligations, to be funded in the manner described below, if not
fully funded on the date of delivery of the Obligations. On or before the 25th day of each month
hereafter, commencing on the 25th day of the month of the initial delivery of the Obligations, or, if
the initial delivery of any of the Obligations occurs on or after the 25th day of such month, on the 25th
day of the month next succeeding such initial delivery, there shall be deposited into the Subordinate
Lien Reserve Fund,1 /60th of the Required Reserve Amount, until the Subordinate Lien Reserve Fund
contains the Required Reserve Amount. When and so long as the money and investments in the
Subordinate Lien Reserve Fund are not less than the Required Reserve Amount, no deposits need be
made to the credit of the Subordinate Lien Reserve Fund. When and if the Subordinate Lien Reserve
Fund at any time contains less than the Required Reserve Amount due to any cause or condition other
than the issuance of Additional Obligations, then, subject and subordinate to making the required
deposits to the credit of the Debt Service Fund, such deficiency shall be made up as soon as possible
from the next available Pledged Revenues, or from any other sources available for such purpose. The
City may, at its option, withdraw and use for any lawful purpose, all surplus in the Subordinate Lien
Reserve Fund over the Required Reserve Amount. The City hereby covenants that from available
moneys it shall deposit to the credit of the Subordinate Lien Reserve Fund such amounts as shall be
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necessary to maintain the Subordinate Lien Reserve Fund in an amount equal to the Required Reserve
Amount. For purposes of this Section 16, "Required Reserve Amount" shall have the same meaivng
given said term in the Master Ordinance, substituting "Subordinate Lien Obligations" for "Parity
Obligations", and the Reserve Fund may be funded with Reserve Fund Obligations, as recited in
Section 8 of this Ordinance.
Section 17. DEFICIENCIES; EXCESS PLEDGED REVENUES. (a) That if on any
occasion there shall not be sufficient Pledged Revenues to make the required deposits into the Debt
Service Fund and the Subordinate Lien Reserve Fund, then such deficiency shall be made up as soon
as possible from the next available Pledged Revenues, or from any other sources available for such
purpose.
(b) That, subject to making the required deposits to the credit of the Debt Service Fund and
the Subordinate Lien Reserve Fund when and as required by this Ordinance, or any ordinance
authorizing the issuance of Additional Obligations, the excess Pledged Revenues maybe used by the
City for any lawful purpose not inconsistent with the City's Charter.
Section 18. PAYMENT. That on or before 1, 200_, and semiannually on or before
each 1 and 1 thereafter while any of the Previously Issued Subordinate Lien
Obligations, the Obligations, the Series 2007B Obligations, or Additional Obligations are outstanding
and unpaid, the City shall make available to the Paying Agent/Registrar therefor, out of the Debt
Service Fund (and the Subordinate Lien Reserve Fund, if necessary) money sufficient to pay such
interest on and such principal of the Previously Issued Subordinate Lien Obligations, the Obligations
(if necessary), the Series 2007B Obligations, and Additional Obligations as shall become due and mature
on such dates, respectively, at maturity or by redemption prior to maturity. The Paying
Agent/Registrar shall destroy all paid Obligations and furnish the City with an appropriate certificate
of cancellation or destruction.
Section 19. FINAL DEPOSITS; DEFEASANCE OBLIGATIONS. (a) That any
Subordinate Lien Obligation shall be deemed to be paid, retired and no longer outstanding within the
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meaning of this Ordinance when payment of the principal of, redemption premium, if any, on such
Subordinate Lien Obligation, plus interest thereon to the due date thereof (whether such due date
be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to
be made in accordance with the terms thereof (including the giving of any required notice of
redemption), or (ii) shall have been provided for by irrevocably depositing with, or making available
to, a paying agent (or escrow agent) therefor, in trust and irrevocably set aside exclusively for such pay-
ment, (1) money sufficient to make such payment or (2) Defeasance Obligations, as hereinafter defined
in this Section, certified by an independent public accounting firm of national reputation, to mature
as to principal and interest in such amounts and at such times as will insure the availability, without rein-
vestment, ofsufficient money to make such payment, and all necessary and proper fees, compensation,
and expenses of such paying agent pertaining to the Subordinate Lien Obligations with respect to
which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction
of such paying agent. At such time as a Subordinate Lien Obligation shall be deemed to be paid
hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefit of this Ordinance or
a lien on and pledge of the Pledged Revenues, and shall be entitled to payment solely from such money
or Defeasance Obligations. For so long as the TWDB is an owner of any Subordinate Lien Obligation,
the City will provide to the Development Fund Manager of the TWDB written notice of the defeasance
of Subordinate Lien Obligations.
(b) That any moneys so deposited with a paying agent may, at the direction of the City, also
be invested in Defeasance Obligations, maturing in the amounts and times as hereinbefore set forth,
and all income from all Defeasance Obligations in the hands of the paying agent pursuant to this
Section which is not required for the payment of the Subordinate Lien Obligations, the redemption
premium, if any, and interest thereon, with respect to which such money has been so deposited, shall
be remitted to the City.
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(c) That the City covenants that no deposit will be made or accepted under clause (a) (ii) of this
Section and no use made of any such deposit which would cause such Subordinate Lien Obligations
to be treated as arbitrage bonds within the meaning of section 148 of the Code.
(d) That for the purpose of this Section, the term "Defeasance Obligations" shall mean (i)
direct, noncallable obligations of the United States of America, including obligations that are
unconditionally guaranteed by the United States of .America, (ii) noncallable obligations of an agency
or instrumentality of the United States of America, including obligations that are unconditionally
guaranteed or insured by the agency or instrumentality and that, on the date the City adopts or
approves proceedings authorizing the issuance of refunding bonds or, if such defeasance is not in
connection with the issuance of refunding bonds, on the date the City provides for the fiuzding of an
escrow to effect the defeasance of the Obligations, are rated as to investment quality by a nationally
recognized investment rating firm not less than .AAA or its equivalent, and (iii) noncallable obligations
of a state or an agency or a county, municipality, or other political subdivision of a state that have been
refunded and that, on the date the City adopts or approves proceedings authorizing the issuance of
refunding bonds or, if such defeasance is not in connection with the issuance of refunding bonds, on
the date the City provides for the funding of an escrow to effect the defeasance of the Obligations, are
rated as to investment quality by a nationally recognized investment rating firm not less than AAA or
its equivalent.
(e) That notwithstanding any other provisions of this Ordinance, all money or eligible securities
set aside and held in trust pursuant to the provisions of this Section for the payment of Previously
Issued Subordinate Lien Obligations, Obligations, Series 2007B Obligations, and Additional
Obligations, the redemption premium, if any, and interest thereon, shall be applied to and used for the
payment of such Previously Issued Subordinate Lien Obligations, Obligations, Series 2007B
Obligations, and Additional Obligations, the redemption premium, if any, and interest thereon.
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Section 20. ADDITIONAL OBLIGATIONS. (a) That the City shall have the right and
power at any time and from time to time and in one or more series or issues, to authorize, issue, and
deliver Prior Lien Obligations, in the manner and for the purposes described in the Master Ordinance.
(b) That the City shall have the right and power at any time and from time to time and in one
or more series or issues, to authorize, issue and deliver Additional Obligations, in accordance with law,
in any amounts, for purposes of extending, improving or repairing the System or for the purpose of
refunding any of the Previously Issued Subordinate Lien Obligations, Obligations, Series 2007B
Obligations, Additional Obligations or other obligations of the City incurred in connection with the
ownership or operation of the System. Such Additional Obligations, if and when authorized, issued
and delivered in accordance with this Ordinance, shall be secured by and made payable equally and
ratably on a parity with the Previously Issued Subordinate Lien Obligations, the Obligations, the Series
2007B Obligations, and all other outstanding Additional Obligations, from a lien on and pledge of the
Pledged Revenues.
(c) That the Debt Service Fund and the Subordinate Lien Reserve Fund established by this
Ordinance shall secure and be used to pay all Additional Obligations as well as the Previously Issued
Subordinate Lien Obligations, the Obligations, and the Series 2007B Obligations. However, each
ordinance under which Additional Obligations are issued shall provide and require that, in addition to
the amounts required by the provisions of this Ordinance and the provisions of any other ordinance
or ordinances authorizing Additional Obligations to be deposited to the credit of the Debt Service
Fund, the City shall deposit to the credit of the Debt Service Fund at least such amounts as are required
for the payment of all principal of and interest on said Additional Obligations then being issued, as the
same come due; and that the aggregate amount to be accumulated and maintained in the Subordinate
Lien Reserve Fund shall be increased (if and to the extent necessary) to an amount not less than the
Required Reserve Amount of all Previously Issued Subordinate Lien Obligations, Obligations, Series
2007B Obligations, and Additional Obligations which will be outstanding after the issuance and delivery
of the then proposed Additional Obligations; and that the required additional amount shall be so
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accumulated by the deposit in the Subordinate Lien Reserve Fund of all or any part of said required
additional amount in cash immediately after the delivery of the then proposed Additional Obligations,
or, at the option of the City, by the deposit of said required additional amount (or any balance of said
required additional amount not deposited in cash as permitted above) in monthly installments, made
on or before the 25th day of each month following the delivery of the then proposed Additional
Obligations, of not less than 1/60 of said required additional amount (or 1/60 of the balance of said
required additional amount not deposited in cash as permitted above).
(d) That all calculations of the Required Reserved Amount made pursuant to this Section shall
be made as of and from the date of the Additional Obligations then proposed to be issued.
Section 21. FURTHER REQUIREMENTS FOR ADDITIONAL OBLIGATIONS. That
Additional Obligations shall be issued only in accordance with this Ordinance, but notwithstandingany
provisions of this Ordinance to the contrary, no installment, Series or issue of Additional Obligations
shall be issued or delivered unless:
(a) The Mayor and the City Secretary of the City sign a written certificate to the effect that the
City is not in default as to any covenant, condition or obligation in connection with all outstanding
Prior Lien Obligations, Previously Issued Subordinate Lien Obligations, Obligations, Series 2007B
Obligations, and Additional Obligations, and the ordinances authorizing same, and that the Debt
Service Fund and the Subordinate Lien Reserve Fund each contains the amount then required to be
therein.
(b) An independent certified public accountant, or independent firm of certified public
accountants, signs a written certificate to the effect that, during either the next preceding Year, or any
twelve consecutive calendar month period ending not more than ninety days prior to the date of the
then proposed Additional Obligations, the Net Revenues were, in the opinion thereof, at least equal
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to (1) 1.25 times the average annual principal and interest requirements and (2)1.10 times the principal
and interest requirements for the Year during which such requirements are scheduled to be the greatest
(each computed on a Fiscal Year basis), of all Prior Lien Obligations, Previously Issued Subordinate
Lien Obligations, Obligations, Series 20078 Obligations, and Additional Obligations to be outstanding
after the issuance of the then proposed Additional Obligations, reasonably anticipated to be paid from
the Pledged Revenues.
Section 22. GENER AT, COVENANTS. That the City further covenants and agrees that in
accordance with and to the extent required or permitted by law:
(a) Further Encumbrance. It, while the Previously Issued Subordinate Lien Obligations, the
Obligations, the Series 2007B Obligations, or any Additional Obligations are outstanding and unpaid,
will not additionally encumber the Pledged Revenues in any manner, except in the manner permitted
by the Master Ordinance with respect to obligations of the City with a lien on and pledge of the
Pledged Revenues superior to that securing the Subordinate Lien Obligations and except as permitted
in this Ordinance in connection with Additional Obligations, unless said encumbrance is made junior
and subordinate in all respects to the liens, pledges, covenants and agreements of this Ordinance; but
the right of the City to issue revenue bonds payable from a lien on the Pledged Revenues junior and
subordinate in all respects to the Previously Issued Subordinate Lien Obligations, the Obligations, the
Series 2007B Obligations, and any Additional Obligations is specifically recognized and retained.
(b) Audits. For so long as the State of Texas owns any of the Subordinate Lien Obligations,
the City shall mail a copy of the audit required by the Master Ordinance to the TWDB. In addition,
monthly operating statements for the System shall be delivered to the TWDB as long as the State of
Texas owns any of the Subordinate Lien Obligations, and the monthly operating statement shall be in
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such detail as requested by the Development Fund Manager of the TWDB until this requirement is
waived thereby.
(c) FinalAccouriting. The City shall render a final accounting to the TWDB in reference to the
total cost incurred by the City for improvements and extensions to the System which were financed
by the issuance of the Obligations, together with a copy of "as built" plans of such improvements and
extensions upon completion.
(d) Compliance with the Texas TFlater Develop~~zent Board's Bsrles arad Kegarlations. The City covenants
to comply with the rules and regulations of the TWDB, and to maintain insurance on the System in
such amount as maybe required by TWDB.
(e) Bates and Charges to Meet Debt Service. Consistent with the provisions of the Master
Ordinance, the City, in connection with the issuance of the Obligations, hereby covenants and agrees
that it will at all times maintain rates and charges for the services furnished, provided, and supplied by
the System which shall comply with the provisions of the Master Ordinance, be reasonable and non-
discriminatory and produce income and revenues sufficient to pay:
(a) all current Operating Expenses;
(b) to produce Net Revenues for each Fiscal Year at least equal to the Annual Debt Service
Requirements during such Fiscal Year of the then Outstanding Prior Lien Obligations and Subordinate
Lien Obligations; and
(c) to pay all other financial obligations of the System reasonably anticipated to be paid
from Gross Revenues.
Section 23. AMENDMENT OF ORDINANCE. (a) That the owners of Previously Issued
Subordinate Lien Obligations, the Obligations, the Series 2007B Obligations, and Additional
Obligations aggregatingin principal amount 51 % of the aggregate principal amount of then outstanding
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Previously Issued Subordinate Lien Obligations, the Obligations, the Series 20078 Obligations, and
Additional Obligations shall have the right from time to time to approve any amendment to this
Ordinance which maybe deemed necessary or desirable by the City, provided, however, that without
the consent of the owners of all of the Previously Issued Subordnate Lien Obligations, the Obligations,
the Series 2007B Obligations, and Additional Obligations at the time outstanding, nothing herein
contained shall permit or be construed to permit the amendment of the terms and conditions in this
Ordinance or in the Previously Issued Subordinate Lien Obligations, the Obligations, the Series 20078
Obligations, or Additional Obligations so as to:
(1) Make any change in the maturity of the outstanding Previously Issued Subordinate Lien
Obligations, the Obligations, the Series 20078 Obligations, or Additional Obligations;
(2) Reduce the rate of interest borne by any of the outstanding Previously Issued
Subordinate Lien Obligations, Obligations, Series 2007B Obligations, or Additional
Obligations;
(3) Reduce the amount of the principal payable on the outstanding Previously Issued
Subordinate Lien Obligations, Obligations, Series 2007B Obligations, or Additional
Obligations;
(4) Modify the terms of payment of principal of or interest on the outstanding Previously
Issued Subordinate Lien Obligations, Obligations, Series 2007B Obligations, or Addi-
tional Obligations, or impose any conditions with respect to such payment;
(5) Affect the rights of the owners of less than all of the Previously Issued Subordinate
Lien Obligations, Obligations, Series 2007B Obligations, and Additional Obligations
then outstanding;
(6) Affect the rights of the owners of the Prior Lien Obligations;
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(7) Change the minimum percentage of the principal amount of Previously Issued
Subordinate Lien Obligations, Obligations, Series 2007B Obligations, and Additional
Obligations necessary for consent to such amendment.
(b) That if at any time the City shall desire to amend the Ordinance 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, once during each calendar week for at least two
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 holders of Prior Lien Obligations, Previously Issued Subordinate Lien Obligations,
Obligations, Series 2007B Obligations, and Additional Obligations. Such publication is not required,
however, if notice in writing is given to each holder of Prior Lien Obligations, Previously Issued
Subordinate Lien Obligations, Obligations, Series 20078 Obligations, and Additional Obligations.
(c) That whenever at any time not less than thirty 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 51% in aggregate principal amount of all Previously
Issued Subordinate Lien Obligations, Obligations, Series 2007B Obligations, andAdditional Obligations
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 may pass the amendatory
ordinance in substantially the same form.
(d) That upon the passage of any amendatory ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance,
and the respective rights, duties and obligations under this Ordinance of the City and all the owners
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of then outstanding Previously Issued Subordinate Lien Obligations, Obligations, Series 2007B
Obligations, and Additional Obligations and all future Additional Obligations shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such amendments.
(e) That any consent given by the owner of a Previously Issued Subordinate Lien Obligation,
Obligation, Series 2007B Obligation, orAdditional Obligation pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the first publication of the notice pro-
vided for in this Section, and shall be conclusive and binding upon all future owners of the same
Previously Issued Subordinate Lien Obligation, Obligation, Series 2007B Obligation, or Additional
Obligation during such period. Such consent may be revoked at any time after six months from the
date of the first publication of such notice by the owner who gave such consent, or by a successor
thereto in title, by filing notice thereof with the Paying Agent/Registrar and the City, but such
revocation shall not be effective if the owners of 51% in aggregate principal amount of the then
outstandingPreviouslyIssned Subordinate Lien Obligations, Obligations, Series 2007B Obligations, and
Additional Obligations as in this Section defined have, prior to the attempted revocation, consented
to and approved the amendment.
(~ That for the purpose of this Section, the ownership of Previously Issued Subordinate Lien
Obligations, Obligations, Series 2007B Obligations, or Additional Obligations shall be as shown by the
registration books of the registrar therefor.
(g) The foregoing provisions of this Section notwithstanding, the City by action of the City
Council may amend this Ordinance for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance contained,
other covenants and agreements thereafter to be observed, grant additional rights or remedies
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to bondholders 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 Ordinance, or in regard
to clarifying matters or questions arising under this Ordinance, as are necessary or desirable and
not contrary to or inconsistent with this Ordinance and which shall not adversely affect the
interests of the owners of the Prior Lien Obligations, the Obligations, the Series 2007B
Obligations, or Additional Obligations;
(3) To modify any of the provisions of this Ordinance in any other respect whatever,
provided that (i) such modification shall be, and be expressed to be, effective only after all
Obligations and each series of Additional Obligations outstanding at the date of the adoption
of such modification shall cease to be outstanding, and (ii) such modification shall be specifi-
cally referred to in the text of all Additional Obligations issued after the date of the adoption
of such modification.
Section 24. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Ke~ilacement Bonds. That in the event any outstanding Obligation is damaged, mutilated, lost, stolen,
or destroyed, the PayingAgent/Registrar shall cause to be printed, executed, and delivered, a new bond
of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or
destroyed Obligation, in replacement for such Obligation in the manner hereinafter provided.
(b) Application for 13eplacenlent Bonds. Application for replacement of damaged, mutilated, lost,
stolen, or destroyed Obligations shall be made to the Paying Agent/Registrar. In every case of loss,
theft, or destruction of an Obligation, the applicant for a replacement bond shall furnish to the City
and to the Paying Agent/Registrar such security or indemnity as maybe required by them to save each
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of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of an Obligation, 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 Obligation, as the case may be.
In every case of damage or mutilation of an Obligation, the applicant shall surrender to the Paying
Agent/Registrar for cancellation the Obligation so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event
any such damaged, mutilated, lost, stolen or destroyed Obligation shall have matured, and no default
has occurred which is then continuing in the payment of the principal of, redemption premium, if any,
or interest on the Obligation, the City may authorize the payment of the same (without surrender
thereof except in the case of a damaged or mutilated Obligation) instead of issuing a replacement
Obligation, provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Keplacemerzt Bonds. Prior to the issuance of any replacement bond, the
Paying Agent/Registrar shall charge the owner of such Obligation 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 Obligation is lost, stolen, or destroyed shall constitute a
contractual obligation of the City whether or not the lost, stolen, or destroyed Obligation shall be
found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this
Ordinance equally and proportionately with any and all other Obligations duly issued under this Ordi-
nance.
(e) AuthorityforlssuirzgKej~lacementBonds. In accordance with Chapter 1206, Texas Government
Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement
bond without necessity of further action by the governing body 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
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the form and manner and with the effect, as provided in Section 5(d) of this Ordinance for Obligations
issued in exchange for other Obligations.
Section 25. TAX COVENANTS. That the Issuer covenants to take any action to assure, or
refrain from any action which would adversely affect, the treatment of the Obligations 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 10 percent of the proceeds of
the Obligations (less amounts deposited to a reserve fund, if any) are used for any "private
business use", as defined in section 141(6)(6) of the Code or, if more than 10 percent 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 Ordinance or any underlying arrangement,
directly or indirectly, secure or provide for the payment of more than 10 percent of the debt
service on the Obligations, in contravention of section 141(6)(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 5 percent of the proceeds of the Obligations (less
amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used
fora "private business use" which is "related" and not "disproportionate", within the meaning
of section 141(6) (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
X5,000,000, or 5 percent of the proceeds of the Obligations (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state
or local governmental units, in contravention of section 141 (c) of the Code;
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(d) to refrain from taking any action which would otherwise result in the
Obligations being treated as "private activity bonds" within the meaning of section 141(6) of
the Code;
(e) to refrain from taking any action that would result in the Obligations being
"federally guaranteed" within the meaning of section 149(6) of the Code;
(f) to refrain from using any portion of the proceeds of the Obligations, directly
or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(6)(2) of the Code) which produces a materially
higher yield over the term of the Obligations, other than investment property acquiredwith --
(1) proceeds of the Obligations invested for a reasonable temporary period
of 3 years or less until such proceeds are needed for the purpose for which the
Obligations are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1 (b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Obligations;
(g) to otherwise restrict the use of the proceeds of the Obligations or amounts
treated as proceeds of the Obligations, as may be necessary, so that the Obligations 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
(beo nning on the date of delivery of the Obligations) an amount that is at least equal to 90
percent of the "Excess Earnings", within the meaning of section 1480 of the Code and to pay
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to the United States of .America, not later than 60 days after the Obligations have been paid in
full, 100 percent of the amount then required to be paid as a result of Excess Earnings under
section 1480 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 Obligations. 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 Obligations, 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 Obligations 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 Obligations, the Issuer agrees to comply
with the additional requirements to the extent necessary, in the opinion ofnationally-recognized bond
counsel, to preserve the exemption from federal income taxation of interest on the Obligations under
section 103 of the Code. In furtherance of the foregoing, the Mayor, the City Manager, any Assistant
City Manager, and the Chief Financial Officer of the City may execute any certificates or other reports
required by the Code and to make such elections, on behalf of the City, which may be permitted by
the Code as are consistent with the purpose for the issuance of the Obligations. 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 such Rebate Fund shall not be subject to the claim of any
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other person, including without limitation the registered owners of the Obligations. The Rebate Fund
is established for the additional purpose of compliance with section 148 of the Code.
Furthermore, the Issuer will take all reasonable actions specified in any written instructions
provided to the Issuer by TWDB to assure that the interest on the Obligations, or any bonds issued
to refund the Obligations, shall be excludable from the gross income of the holders thereof for federal
income tax purposes.
Section 26. APPROVAL AND REGISTRATION OF BONDS. That the proper officials of
the City are hereby authorized to have control of the Obligations and all necessary records and
proceedings pertaining to the Obligations 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 Obligations, said Comptroller of
Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate accompanying the Obligations, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on each such certificate. The City Council hereby authorizes
the payment of the fee of the Attorney General for the examination of the proceedings relating to the
issuance of the Obligations, in the amount determined in accordance with the provisions of Section
1202.004, Texas Government Code.
Section 27. SALE. (a) That the Obligations are hereby sold to TWDB for the price of par,
less an origination fee payable to TWDB of $ The Obligations may be delivered to
TWDB in accordance with the schedule set forth in Section 2 of this Ordinance, and paid for in whole,
or in installments at such times as shall be approved by the City Manager, provided none of the
Obligations shall be so delivered without the City's receiving full payment therefor. The Obligations
initially delivered shall be registered in the name of the Texas Water Development Board.
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(b) The City hereby authorizes the City Manager to approve and execute such documents
necessary to effect the delivery of the Obligations.
(c) The PayingAgent/Registrar shall complete the "Date of Delivery" on each Obligation
delivered to TWDB as provided in Section 5(k) of this Ordinance, and interest on the Obligations so
delivered shall commence from such date.
(d) It is the intent of the parties to the sale of the Obligations that if 'I'~JDB ever
determines to sell all or a part of the Obligations, it shall notify the City at least 60 days prior to the sale
of the Obligations of the decision to so sell the Obligations.
(e) In connection with the issuance of the Obligations, the City hereby declares its intention
to fund the Reserve Fund with a municipal bond debt service reserve policy (the "Reserve Policy") to
be provided by (the "Provider"), so that upon the issuance of the
Obligations the aggregate amount of the Reserve Fund Obligations on deposit in the Reserve Fund
shall be no less than the Required Reserve .Amount, as calculated in accordance with the provisions of
Section 16 hereof. The Reserve Policy shall be deposited to the credit of the Reserve Fund at the time
of the issuance and delivery of the Obligations. The City Manager and any Assistant City Manager shall
have the authority to execute any documents to effect the issuance of the Reserve Policy by the
Provider including, without limitation, an Insurance Agreement between the City and the Provider, in
substantially the form attached to the commitment issued by the Provider with respect to the Reserve
Policy (the "Reserve Policy Commitment"). In addition, the conditions applicable to the issuance of
the Reserve Policy, as set forth in the Reserve Policy Commitment issued by the Provider, are hereby
incorporated by reference into this Ordinance.
(f) To the extent that the provisions of this Ordinance are inconsistent or conflict with the
provisions of the ordinances authorizing the Previously Issued Subordinate Lien Obligations, the
provisions of this Ordinance shall control, including, without limitation, that the City shall have the
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ability to fund the Required Reserve Amount for the Obligations over a 24 month period, and by
issuing its commitment to purchase the Obligations, TWDB shall be deemed to have consented to the
applicability of such provisions set forth in this Ordinance to the Subordinate Lien Obligations.
(g) The purchase of a municipal bond insurance policy (the "Bond Insurance Policy")
from the Provider as additional security for the Obligations is hereby approved. The printing of a
legend on the Obligations describing the Bond Insurance Policy is hereby authorized. The payment
of the premium to the Provider in consideration for the issuance of the Bond Insurance Policy is
hereby approved. In addition, the conditions applicable to the issuance of the Bond Insurance Policy,
as set forth in the Insurance Commitment issued by the Provider with respect to the Bond Insurance
Policy attached to this Ordinance, are hereby incorporated by reference into this Ordinance.
Section 28. COMPLIANCE WITH RI7LE 15c2-12. (a) Annual Repots. (i) That the City shall
provide annually to each NRMSIR and any SID, within six months after the end of each Fiscal Year,
financial information and operating data with respect to the City of the general type included in the
final Application submitted to TWDB and submitted to the NRMSIRs and the SID with respect to the
Prior Lien Bonds. Any financial statements to be so provided shall be (1) prepared in accordance with
the accounting principles generally applicable to cities such as the City, or such other accounting
principles as the City may be required to employ from time to time thereafter 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 £or the applicable Fiscal
Year to each NRMSIR and any SID, when and if the audit report on such statements become available.
(ii) If the City changes its Fiscal Year, it will notify each NRMSIR and any SID of the change
(and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise would
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be required to provide financial information and operating data pursuant to this Section. The City
agrees to provide financial information and operating data of a nature consistent with that provided
by the Cityin connection with the issuance ofAdditional Priority Obligations to which the Rule applies.
The financial information and operating data to be provided pursuant to this Section maybe 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 each NRMSTR and any SID or filed with the SEC.
(b) Material Event Notices. The City shall notify any SID and either each NRMSIR or the
MSRB, in a timely manner, of any of the following events with respect to the Obligations, if such event
is material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the
Obligations;
7. Modifications to rights of holders of the Obligations;
8. Obligation calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Obligations;
and
11. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure
by the City to provide financial information or operating data in accordance with subsection (a) of this
Section by the time required by such subsection. Any filing under this Section may be made solely by
transmitting such filing to the MAC as provided at http://ww~v.disclosureusa.org, unless the SEC has
withdrawn the interpretive advice stated in its letter to the MAC, dated September 7, 2004.
(c) Limitations, Disclaimers, aszd Amendments. (i) The City shall be obligated to observe and
perform the covenants specified in this Article for so long as, but only for so long as, the City remains
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an "obligated person" with respect to the Obligations within the meaning of the Rule, except that the
City in any event will give notice of any deposit made in accordance with this Ordinance or applicable
law that causes Obligations no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Obligations and the beneficial owners of TWDB's bonds under the Rule, and
nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy,
or claim hereunder to any other person. The City undertakes to provide only the financial information,
operating data, financial statements, and notices which it has expressly agreed to provide pursuant to
this Section and does not hereby undertake to provide any other information that maybe relevant or
material to a complete presentation of the City's financial results, condition, or prospects or hereby
undertake 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 Obligations at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO .THE
REGISTERED OWNER ORBENEFICIAL OWNER OF ANY OBLIGATION ORANY OTHER
PERSON,IN CONTRACT ORTORT, FORDAMAGES RESULTING IN WHOLE ORIN PART
FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON
ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON,IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALT. BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this Ordinance for purposes of any other provision of this
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Ordinance. 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) The provisions of this Section maybe amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change in
the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Obligations in the
primary offering of the Obligations 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 registered owners of a majority in aggregate principal amount (or any greater amount required
by any other provision of this Ordinance that authorizes such an amendment) of the outstanding
Obligations 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 registered owners and beneficial owners of the Obligations. 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. The City may also amend or repeal the provisions of this continuing
disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of
final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the
extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing
or selling Obligations in the primary offering of the Obligations.
Section 29. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT. That the City covenants to account for on its books and records the expenditure of
proceeds from the sale of the Obligations and any investment earnings thereon to be used for the
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improvement and extension of the System (referred to herein and Section 30 hereof as a "Project") by
allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure
on a Project is made or (b) each such Project is completed. The foregoing notwithstanding, the City
shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth
anniversary of the date of delivery of the Obligations or (b) the date the Obligations are retired, unless
the City obtains anopinion ofnationally-recognized bond counsel substantially to the effect that such
expenditure will not adversely affect the tax-exempt status of the Obligations. For purposes of this
Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of
nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect
the excludability for federal income tax purposes from gross income of the interest.
Section 30. DISPOSITION OF PROJECT. That the City covenants that the property
constituting a Project will not be sold or otherwise disposed in a transaction resulting in the receipt by
the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized
bond counsel substantially to the effect that such sale or other disposition will not adversely affect the
tax-exempt status of the Obligations. For purposes of this Section, the portion of the property
comprising personal property and disposed o£ 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 Issuer shall not be obligated to comply with this covenant if it obtains an opinion of nationally-
recognized bond counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 31. RULES OF CONSTRUCTION. That for all purposes of this Ordinance, unless
the context requires otherwise, all references to designated Sections and other subdivisions are to the
Sections and other subdivisions of this Ordinance. The words "herein", "hereof' and "hereunder" and
other words of similar import refer to this Ordinance as a whole and not to any particular Section or
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other subdivision. Except where the context otherwise requires, terms defined in this Ordinance to
impart the singular number shall be considered to include the plural number and vice versa. References
to any named person means that party and its successors and assigns. References to any constitutional,
statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted
by the City and any future amendments thereto or successor provisions thereof. Any reference to the
payment of principal in this Ordinance shall be deemed to include the payment of mandatory sinking
fund redemption payments. Any reference to "FORM OF BOND" shall refer to the form of the
Obligations set forth in Exhibit A to this Ordinance. Should the Series 2007B Obligations not be
issued, any references thereto in this Ordinance shall be considered surplusage.
Section 32. FURTHER PROCEDURES. That the City Manager, any Assistant City Manager,
the Chief Financial Officer of the City, 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 or not herein mentioned, as maybe necessary or desirable in order to carry out the terms and
provisions of this Ordinance, and the sale and delivery of the Bonds and fixing all details in connection
therewith.
Section 33. PREAMBLE. That the preamble to this Ordinance is incorporated by reference
and made a part hereof for all purposes.
Section 34. IM]VIEDIATE EFFECT. That this Ordinance shall be effective immediately from
and after its passage in accordance with the provisions of Section 1201.028, Texas Government Code.
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ADOPTED this day of , 2007.
ATTEST:
City Secretary
APPROVED AS TO FORM AND LEGALITY:
City Attorney
Mayor
(SEAL)
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EXHIBIT A
FORM OF BOND:
NO.
MATURITY DATE
Registered Owner:
Principal .Amount:
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM
SUBORDINATE LIEN REVENUE BOND
SERIES 2007A
INTEREST RATE DATE OF DELIVERY
CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "Issuer"), hereby promises to pay to the registered owner set forth above, or registered
assigns hereof (hereinafter called the "registered owner") the principal amount set forth above and to
pay interest thereon, from the Date of Delivery as set forth above, to the date of its scheduled maturity
or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified
above, with said interest being payable on 1, 200_, and semiannually on each 1 and
1 thereafter, except that if the Paying Agent/Registrar's Authentication Certificate appearing on
the face of this Bond is dated later than 1, 200_ such interest is payable semiannually on each
1 and 1 following such date.
THE PRINCIPAL OF AND INTEREST ON this Bond axe 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 upon
the date fixed for its redemption prior to maturity, at the designated corporate trust office in Fort
Worth, Texas (the "Designated Trust Office") of Wells Fargo Bank, NationalAssociation, which is the
"Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the
PayingAgent/Registrar to the registered owner hereof as shown by the Registration Books kept by the
Paying Agent/Registrar at the close of business on the 15th day of the month next preceding such
interest payment date (the "record date") by check drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the Issuer required to be on deposit with the Paying Agent/Registrar for
such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by
United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof
at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. In the event of anon-payment of interest on a scheduled payment date, and for 30 days
thereafter, a new record date for such interest payment (a "Special Record Date") will be established
by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received
from the City. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (the "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 of a Bond appearing on the 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. The foregoing notwithstanding, so long as the Texas Water Development Board is the
registered owner of 100% in aggregate principal amount of the Bonds then outstanding, payment of
principal and interest on the Bonds shall be made thereto by wire transfer, at no expense to the Texas
Water Development Board. The Issuer covenants with the registered owner of this Bond that no later
than each principal payment date and interest payment date for this Bond it will make available to the
Paying Agent/Registrar the amounts required to provide for the payment, in immediately available
funds, of all principal of and interest on the Bonds, when due.
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.
THIS BOND is one of a series of bonds, dated , 2007, of like tenor and effect
except as to number, principal amount, interest rate, maturity and right of prior redemption,
aggregating $ (herein sometimes called the "Bonds"),issued for the purpose of extending
and improving the Issuer's combined water and sewer system, to-wit: extending and improving the
Issuer's sewer system.
THE OUTSTANDING BONDS of this Series maturing on and after March 1, 2018 maybe
redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, and if in
part, in inverse order of maturity, on March 1, 2017, or on any date thereafter, for the principal amount
thereof and accrued interest thereon to the date fixed for redemption, and without premium. The
foregoing notwithstanding, during any period in which ownership of the Bonds is determined only by
a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same
maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity
and bearing such interest rate shall be selected in accordance with the arrangements between the Issuer
and the securities depository.
AT LEAST 30 days prior to the date fixed for any such redemption, a written notice of such
redemption shall be given to the registered owner of each Bond or a portion thereof being called for
redemption by depositing such notice in the United States mail, first-class postage prepaid, addressed
to each such registered owner at his address shown on the Registration Books of the Paying
Agent/Registrar. By the date fixed for any such redemption due provision shall be made by the Issuer
with the Paying Agent/Registrar for the payment of the required redemption price for this Bond or
the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for
redemption. If such written notice of redemption is given, and if due provision for such payment is
made, all as provided above, this Bond, or the portion hereofwhich is to be so redeemed, thereby auto-
matically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date
fined for its redemption, and shall not be regarded as being outstanding except for the right of the
registered owner to receive the redemption price plus accrued interest to the date fixed for redemption
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 this Bond
or any portion hereof. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having
the same maturity date, bearinginterest at the same rate, in any denomination or denominations in any
integral multiple of $5,000, at the written request of the registered owner, and in 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 ordinance
authorizing the Bonds (the "Ordinance").
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this
Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee
or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of
fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee,
or assignees, as the case maybe, having the same maturity date, and bearing interest at the same rate,
in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee, or assignees, as the case maybe, upon surrender of this Bond
to the PayingAgent/Registrar at its Designated Trust Office for cancellation, all in accordance with the
form and procedures set forth in the Ordinance. Among other requirements for such assignment and
transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, 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 integral
multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion
or portions hereof is or are to be transferred and registered. The form of Assignment printed or
endorsed on this Bond maybe executed by the registered owner to evidence the assignment hereof,
but such method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the registered owner. The one requesting such exchange shall pay the
Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any Bond
or portion thereof. The foregoing notwithstanding, in the case of the exchange of a portion of a Bond
which has been redeemed prior to maturity, as provided herein, and in the case of the exchange of an
assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of
the Paying Agent/Registrar will be paid by the Issuer. In any circumstance, any taxes or governmental
charges required to be paid with respect thereto shall be paid by the one requesting such assignment,
transfer, or exchange as a condition precedent to the exercise of such privilege. In any circumstance,
neither the Issuer nor the Paying Agent/Registrar shall be required (1) to make any transfer or
exchange during a period beginning at the opening of business 30 days before the day of the first
mailing of a notice of redemption of bonds and ending at the close of business on the day of such
mailing, or (2) to transfer or exchange any Bonds so selected for redemption in whole when such
redemption is scheduled to occur within 30 calendar days.
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 Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, whose qualifications substantially are
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 Ordinance, agrees to be bound by such terms and
provisions, acknowledges that the Ordinance is 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 and the
Ordinance constitute a contract between each registered owner hereof and the Issuer.
THE ISSUER has reserved the right, subject to the restrictions stated, and adopted by
reference, in the Ordinance, to issue (1) Prior Lien Obligations (as defined in the Ordinance) secured
by a lien on and pledge of the Pledged Revenues (as defined in the Ordinance) superior to such lien
and pledge securing the Bonds, and (2) additional parity revenue bonds which also may be made
payable from, and secured by a lien on and pledge of, the Pledged Revenues securing 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, or from any source whatsoever other
than the aforesaid Pledged Revenues.
IT IS HEREBY certified and covenanted that this Bond has been duly and validly authorized,
issued and delivered; 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; that this Bond is a special obligation; and that the prin-
cipal of and interest on this Bond, together with other bonds of the Issuer now or hereafter
outstanding on a parity therewith, are payable from, and secured by a lien on and pledge of, the Pledged
Revenues (as defined in the Ordinance), and which include the Net Revenues of the Issuer's combined
Water and Sewer System; however, the lien on and pledge of the Pledged Revenues shall be junior and
subordinate to the Prior Lien Obligations (as defined in the Ordinance), which consist of the Prior Lien
Bonds (as defined in the Ordinance) and any System Obligations (as defined in the Ordinance).
IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed
facsimile signature of the Mayor of said City, 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 said City has been affixed to or
imprinted on this Bond.
CITY OF FORT WORTH, TEXAS
By
Mayor, City of Fort Worth, Texas
City Secretary, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
(SEAL)
City Attorney, City of Fort Worth, Texas
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE:
PAYIl~IG AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the Ordinance
described on the face of this Bond; and that this Bond has been issued in exchange for or replacement
of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the
State of Texas.
Dated
WELLS FARGO
ASSOCIATION
Paying Agent/Registrar
SANK, NATIONAL
By
Authorized Representative
FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF:
OFFICE OF COMPTROLLER
STATE OF TEXAS
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity and approved by the
Attorney General of Texas, and duly registered by the Comptroller of Public Accounts of the State of
Texas.
WITNESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accounts of
the State of Texas
(SEAL)
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
/.
(Please print or typewrite name and address, including
zip code of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to register
the transfer of the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must
be guaranteed by a member
firm of the New York Stock
Exchange or a commercial
bank or trust company.
NOTICE: The signature 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 enlarge-
ment or any change whatsoever.
THE STATE OF TEXAS
COUNTIES OF TAR]2ANT AND DENTON
CITY OF FORT WORTH
I, the undersigned, City Secretary of the City of Fort Worth, in the State of Texas, do hereby
certify that I have compared the attached and foregoing excerpt from the minutes of the regular
meeting of the City Council of the City of Fort Worth, Texas which was held on , 2007,
and of an ordinance which was duly passed at said meeting, and that said copy is a true and correct
copy of said excerpt and the whole of said ordinance. Said meeting was open to the public, and public
notice of the time, place and purpose of said meeting was given, all in accordance with Chapter 551,
Texas Government Code.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of
Fort Worth, this day of , 2007.
City Secretary of the City of
Fort Worth, Texas
(SEAL)
City of Fort VI/orth, 1°exa~
Mayor and Council Communication
~___
~~~~~
COUNCIL ACTION: Approved As Amended on 9/25/2007 -Ord. # 17802-09-2007 & Ord. #
17803-09-2007
,. ~__ ~ _ ,
DATE: Tuesday, September 25, 2007
LOG NAME: 60SRF2007AB REFERENCE NO.: G-15891
SUBJECT:
Adoption of Ordinances Authorizing the Issuance and Sale of $33,560,000 Water and Sewer
System Subordinate Lien Revenue Bonds, Series 2007A, and $49,865,000 Water and Sewer
System Subordinate Lien Revenue Bonds, Series 20078 to the Texas Water Development Board
and Ordaining Other Matters Related Thereto
T _ _ - ~,
RECOMMENDATION:
It is recommended that the City Council adopt the attached ordinances authorizing the issuance and sale of
$33,560,000 Water and Sewer System Subordinate Lien Revenue Bonds, Series 2007A, and
$49,865,000 Water and Sewer System Subordinate Lien Revenue Bonds, Series 20078 to the Texas
Water Development Board.
DISCUSSION:
On October 24, 2006, (Resolutions No. 3426 and 3427) the City Council authorized the filing of two
applications with the Texas Water Development Board. Resolution No. 3426 applied for loans up to
$49,865,000 under the Drinking Water State Revolving Fund to finance water system improvements
including the construction of a new 25 million gallon per day (MGD) water treatment plant and
approximately 25,000 linear feet of 36-inch water transmission lines to assist in meeting demands for quality
water for itself and its customers.
Resolution No. 3427 applied for loans up to $33,560,000 from the Clean Water State Revolving Fund to
construct wastewater improvements including the reconstruction of approximately 70,000 linear feet of 44-
inch to 66-inch sewer main to manage excessive infiltration/inflows and contain overflows.
From the Series 2007A proceeds, $609,583 will be used to pay for the Texas Water Development Board
origination fees related to the bonds. From the Series 20078 proceeds, $1,097,724 will be used to pay the
Board origination fees related to the bonds.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funding for the annual debt service payments will be available from the
current operating budget, as appropriated, of the Water and Sewer Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office b~
Originating Department Head:
Additional Information Contact:
Marc A. Ott (8476)
S. Frank Crumb (8207)
Melissa Ramon (8245)
Logname: 60SRF2007AB ~ Page 1 of 2
Skipper Shook (8402)
Logname: 60SRF2007AB Page 2 of 2