HomeMy WebLinkAboutOrdinance 24801-04-2021THE ST A TE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON
CrTY OF FORT WORTH
On the 13th day of April , 2021 , the City Council of the City of Fort Worth, Texas , met in
regular, open , public meeting in the City Council Chamber in the City Hall , and roll was called
of the duly constituted members of the City Council , to-wit:
Betsy Price,
Carlos Flores,
Brian Byrd
Cary Moon ,
Gyna Bivens,
Jungus Jordan ,
Dennis Shingleton ,
Kelly Allen Gray ,
Ann Zadeh,
David Cooke,
Sarah J. Fullenwider,
Mary J. Kayser
Mayor
Council members ,
City Manager,
City Attorney ,
City Secretary ,
thu s constituting a quorum present; and after the City Council had transacted certain business ,
the following business was transacted, to-wit:
Councilmember~duced an ordinance and moved its passage. The motion
was seconded by Councilmember W.-The ordinance was read by the City Secretary. The
motion , carrying with it the passage of the ordinance prevailed by a vote oft!/-YEAS , _NAYS.
The ordinance as passed is as follows:
ORDINANCE NcJj (J) (04-2021
THIRTY-SEVENTH SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE REFUNDING AND IMPROVEMENT BONDS,
SERIES 2021, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$170,745,000; ESTABLISHING PARAMETERS WITH RESPECT TO
THE SALE OF THE BONDS;
DELEGATING TO THE DESIGNATED CITY OFFICIALS
THE AUTHOR1TY TO EFFECT THE SALE OF THE BONDS; ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT;
AND DECLARING AN IMMEDIATE EFFECTIVE DA TE
THE ST A TE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer"), a "home-rule"
city operating under a home-rule charter adopted pursuant to Section 5 of Article XI of the Texas
Constitution, with a population according to the latest federal decennial census of in excess of
50,000, has established and currently owns and operates a combined waterworks and sanitary
sewer system (the "System"); and
WHEREAS, the City heretofore has established the City of Fort Worth, Texas Water and
Sewer System Revenue Financing Program for the purpose of providing a financing structure for
revenue-supported indebtedness of the System; and
WHEREAS, said program was established pursuant to the terms of a "Master Ordinance
Establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing
Program" (the "Master Ordinance"); and
WHEREAS, unless otherwise defined herein, terms used herein shall have the meaning
given in the Master Ordinance; and
WHEREAS, the Master Ordinance authorizes revenue supported indebtedness to be
issued, incurred or assumed pursuant to the terms of supplemental ordinances (any such
ordinance being a "Supplement"); and
WHEREAS, pursuant to the terms of the Master Ordinance, the City has adopted thirty-
six Supplements (designated as the "First Supplement", "Second Supplement", "Third
Supplement", "Fourth Supplement", "Fifth Supplement", "Sixth Supplement", "Seventh
Supplement", "Eighth Supplement", "Ninth Supplement", "Tenth Supplement", "Eleventh
Supplement", "Twelfth Supplement", "Thirteenth Supplement", "Fourteenth Supplement",
"Fifteenth Supplement", "Sixteenth Supplement", "Seventeenth Supplement", "Eighteenth
Supplement", "Nineteenth Supplement", "Twentieth Supplement", "Twenty-First Supplement",
"Twenty-Second Supplement", "Twenty-Third Supplement", "Twenty-Fourth Supplement",
"Twenty-Fifth Supplement", "Twenty-Sixth Supplement", "Twenty-Seventh Supplement",
"Twenty-Eighth Supplement", "Twenty-Ninth Supplement", "Thirtieth Supplement", "Thirty-
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First Supplement", "Thirty-Second Supplement", "Thirty-Third Supplement", "Thirty-Fourth
Supplement", "Thirty-Fifth Supplement" and "Thirty-Sixth Supplement", respectively, and the
"Prior Supplements", collectively) pursuant to which (i) the City of Fort Worth, Texas Water and
Sewer System Revenue Refund ing Bonds, Series 1991A and Series 1991B, the City of Fort
Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 1993, the City of Fort
Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series
1996, the C~ty of Fort Worth, Texas Water and Sewer System Revenue Refunding and
Improvement Bonds, Series 1997, the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 1998, the City of Fort Worth, Texas Water
and Sewer System Revenue Bonds, Series 2000, the City of Fort Worth, Texas Water and Sewer
System Revenue Refunding and Improvement Bonds, Series 2000B, the City of Fort Worth,
Texas Water and Sewer System Revenue Bonds, Series 2001, the City of Fort Worth, Texas
Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2003, the City of
Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2003A, the City
of Fort Worth, Texas Water and Sewer System Auction Rate Revenue Bonds, Series 2004, the
City of Fort Worth , Texas Water and Sewer System Revenue Refunding and Improvement
Bonds, Series 2005, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding
Bonds, Series 2005A, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds,
Series 2007, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds,
Series 2008 , the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series
2009, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series
2010, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2010A, the
City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2010B, the City of
Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2010C, the City of Fort
Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series
2011, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series
2012, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and
Improvement Bonds, Series 2014, the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2015, the City of Fort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2015A, the City of Fort Worth, Texas Water and
Sewer System Revenue Bonds, Series 2015B, the City of Fort Worth, Texas Water and Sewer
System Revenue Refunding and Improvement Bonds, Series 2016, the City of Fort Worth, Texas
Water and Sewer System Revenue Bonds, Series 2017, the City of Fort Worth, Texas Water and
Sewer System Revenue Refunding and Improvement Bonds, Series 2017A, the City of Fort
Worth, Texas Water and Sewer System Revenue Bonds, Series 2017B, the City of Fort Worth,
Texas Water and Sewer System Revenue Bonds, Series 2018, the City of Fort Worth, Texas
Water and Sewer System Revenue Bonds, Series 2019, the City of Fort Worth, Texas Water and
Sewer System Revenue Bonds, Series 2020 and the City of Fort Worth , Texas Water and Sewer
System Revenue Refunding and Improvement Bonds, Series 2020A were issued, (ii) the City of
Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, with one or more Series
designations to be determined, were authorized to be issued within certain designated parameters
set forth in the Thirty-Second Supplement, as needed in furtherance of the System's Commercial
Paper Notes, Callable CP Series program, and (iii) the City entered into two respective ISDA
Master Agreements (referred to herein as the "Swap Agreements"), one with Lehman Brothers
Special Financing Inc., and the other with GBDP , L.P.; and
WHEREAS , the aforesaid Series 1991A Bonds, Series 1991B Bonds, Series 1993 Bonds,
Series 1996 Bonds , Series 1997 Bonds, Series 1998 Bonds, Series 2000 Bonds, Series 2000B
Bonds, Series 2001 Bonds, Series 2003 Bonds , Series 2003A Bonds, Series 2004 Bonds, Series
2005 Bonds, Series 2005A Bonds, Series 2007 Bonds, Series 2008 , Series 2010, Series 201 OA,
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Series 201 OB and Series 201 OC Bonds are no longer Outstanding, and the aforesaid Series 2009
Bonds, Series 2011 Bonds, Series 2012 Bonds, Series 2014 Bonds, Series 2015 Bonds, Series
2015A Bonds, Series 2015B Bonds, Series 2016 Bonds, Series 2017 Bonds, Series 2017 A
Bonds, Series 20 I 7B Bonds, Series 2018 Bonds, Series 2019 Bonds, Series 2020 Bonds and
Series 2020A Bonds are hereinafter referred to as the "Previously Issued Parity Bonds"; and
WHEREAS, the Swap Agreements entered into pursuant to the terms of the Fourth
Supplement by their respective terms have expired, and the City has no further obligations
thereunder; and
WHEREAS, no bonds have been issued under the auspices of the Thirty-Second
Supplement; and
WHEREAS, the Previously Issued Parity Bonds are secured by a first lien on and pledge
of the Pledged Revenues of the System; and
WHEREAS, bonds authorized by this Thirty-Seventh Supplement are to be, in part, for
the purpose of extending and improving the City's combined water and sewer system, as further
described in this Thirty-Seventh Supplement; and
WHEREAS, the City Council finds that the outstanding obligations described in
Schedule I attached to this Thirty-Seventh Supplement are eligible to be refunded to achieve a
debt service savings; and
WHEREAS, the City Council finds that the issuance of bonds authorized by this Thirty-
Seventh Supplement, in part, for the purpose of refunding all or a portion of the outstanding
obligations described in Schedule I attached to this Thirty-Seventh Supplement to realize a debt
service savings is a public purpose; and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City
Council delegates to the City Manager and the Chief Financial Officer/Director of Financial
Management Services of the City, individually, but not collectively (each, an "Authorized
Representative") the authority to effect the sale of the bonds authorized by this Thirty-Seventh
Supplement, subject to the parameters described in this Thirty-Seventh Supplement.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH, TEXAS:
Section I. DEFINITIONS. That in addition to the definitions set forth in the preamble of
this Thirty-Seventh Supplement, the terms used in this Thirty-Seventh Supplement ( except in the
FORM OF BOND) and not otherwise defined shall have the meanings given in the Master
Ordinance, the Prior Supplements or in Exhibit A to this Thirty-Seventh Supplement. Any
references in this Thirty-Seventh Supplement to the "FORM OF BOND" shall be to the form of
the Bonds as set forth in Exhibit B to this Thirty-Seventh Supplement.
Section 2. BONDS AUTHORIZED. That there shall be authorized to be issued, sold,
and delivered hereunder the Bonds, payable to the respective initial registered owners thereof, or
to the registered assignee or assignees of the Bonds or any portion or portions thereof, in an
Authorized Denomination. The Bonds are hereby authorized to be issued in an aggregate
principal amount not to exceed $170,745,000 for the purpose of (i) extending and improving the
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System, (ii) refunding the Refunded Obligations and (iii) paying the costs of issuance of the
Bonds. The Bonds shall be designated as the "City of Fort Worth, Texas Water and Sewer
System Revenue Refunding and Improvement Bonds, Series 2021 ". The Bonds are
authorized pursuant to Chapter 1207, Chapter 1371, Chapter 1502 and other applicable laws of
the State of Texas. Th e City Council hereby delegates to the Authorized Representative the
decision to conduct the sale of the Bonds through a competitive sale, in the manner provided in
this Thirty-Seventh Supplement. By adoption of this Thirty-Seventh Supplement, the Chief
Financial Officer/Director of Financial Management Services of the City, as an Authorized
Representative, is designated ·as a special Acting Assistant City Manager for the limited purposes
of executing certificates, agreements, notices, instruction letters, requisitions, and other
documents on behalf of the City in accordance with this Thirty-Seventh Supplement. The
authority delegated to the Authorized Representative to effect the sale of the Bonds expires at the
close of business on Thursday, September 30, 2021.
Section 3. DELEGATION OF SALE OF BONDS; PARAMETERS. (a) Maximum
Maturity of Bonds. That the Bonds shall be sold as fully registered bonds, without interest
coupons , numbered consecutively from R-1 upward, payable to the respective initial registered
owners of the Bonds, or to the registered assignee or assignees of the Bonds, in any Authorized
Denomination, maturing not later than February 15, 2051, payable serially or otherwise on the
dates, in the years and in the principal amounts, and dated, all as set forth in the bidding
instructions prepared in connection with the sale of the Bonds (the "Bidding Instructions") and
the bid form to be submitted by bidders seeking to purchase the Bonds (the "Official Bid Form").
The City Council hereby affirmatively waives the provision in its "Financial Management Policy
Statements -Chapter V -Debt" specifying that the average life of revenue bonds issued by the
City will be no greater than approximately seventeen to eighteen years. The City Council finds
that permitting the Bonds to have a maturity of not later than February 15, 2051, is consistent
with the useful lives of the facilities authorized to be financed in clause (i) of Section 2 hereof
and the revenue-generating capability of such facilities. The foregoing notwithstanding, the City
agrees to cause to be delivered to the Paying Agent/Registrar one (1) initial Bond numbered T-1
(the "Initial Bond") and registered to the Purchaser, following the approval by the Attorney
General and the registration by the Comptroller, as further provided in the FORM OF BOND.
(b) Delegation of Authority. Each Authorized Representative, acting for and on behalf of
the City , is hereby authorized to seek competitive bids for the sale of the Bonds authorized to be
sold by this Thirty-Seventh Supplement, and is hereby authorized to prepare and distribute the
Bidding Instructions and the Official Bid Form with respect to seeking competitive bids for the ·
sale of the Bonds. The Bidding Instructions shall contain the terms and conditions relating to the
sale of the Bonds, including the date bids for the purchase of the Bonds are to be received, the
date of the Bonds, any additional designation or title by which the Bonds shall be known, the
aggregate principal amount of the Bonds to be sold, the price at which the Bonds will be sold, the
years in which the Bonds will mature, the principal amount to mature in each of such years , the
principal amount of the Bonds, if any, to be sold for the purpose of funding the construction of
the improvements described in clause (i) of Section 2 of this Thirty-Seventh Supplement (in no
event, however, shall the principal amount of the Bonds sold for this purpose exceed the
principal limitation set forth in subsection (e) of this Section), the principal amount of the Bonds,
if any, to be sold for the purpose of refunding the Refunded Obligations , the rate or rates of
interest to be borne by each such maturity , the interest payment periods., the dates , price, and
terms upon and at which the Bonds shall be subject to redemption prior to maturity at the option
of the City, as well as any mandatory sinking fund redemption provisions, and all other matters
relating to the issuance, sale and delivery of the Bonds so sold including, without limitation ,
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whether the Bonds are sold, in whole or in part, as tax -exempt obligations and the use of
municipal bond insurance for the B ond s. The Bonds shall bear in te re st at t he rates per an num set
forth in the Official Bid Fo rm accepted as the best bid. The in t erest on the Bonds shall be
payable to the registered owner of any such Bond on the dates and in the manner provided in the
FORM OF BOND set forth in Exhibit B to this Thirty-Seventh Supplement. Interest shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the
Bonds shall be payable on the dates set forth in the Official Bid Form, until maturity or prior
redemption of the Bonds . Each Authorized Representative, acting for and on behalf of the City,
is hereby authorized to receive and accept bids for the sale of Bonds in accordance with the
Bidding Instructions on such date as determined by an Authorized Representative. The Bonds so
sold shall be sold at such price as an Authorized Representative of the City shall determine to be
the most advantageous to the Issuer, which determination shall be evidenced by the execution
thereby of the Official Bid Form submitted by the best and winning bidder. As a condition to
executing the Official Bid Form, the Bonds must bear a rating at a level such that the Bonds
satisfy the requirements of Chapter 1371 to constitute "obligations", as such term is defined in
Chapter 13 71. One Bond in the principal amount maturing on each maturity date as set forth in
the Official Bid Form shall be delivered to the Purchasers, and the Purchasers shall have the right
to exchange such bonds as provided in Section 5 hereof without cost. The FORM OF BOND
s hall be revised to reflect the terms of the sale of the Bonds as reflected in the Official Bid Form
accepted as the best bid for the Bonds. The Bonds shall initially be registered in the name as set
forth in the Official Bid Form . In case any officer whose signature shall appear on the Bonds
shall cease to be such officer before the delivery of the Bonds, such signature shall nevertheless
be valid and sufficient for all purposes the same as if such officer had remained in office until
such delivery . An Authorized Representative shall not execute the Official Bid Form unless the
be st bidder has confirmed to an Authorized Representative that either it has made disclosure
filings to the Texas Ethics Commission in accordance with Section 2252.908, Texas Government
Code or is exempt from making such filings under Section 2252 .908(c)(4), Texas Government
Code . Within thirty (30) days of receipt of any disclosure filings from the best bidder for the
Bonds , the City will acknowledge such disclosure filings in accordance with the rules of the
Texas Ethics Commission. Any finding or determination made by an Authorized Representative
relating to the issuance and sale of the Bonds shall have the same force and effect as a finding or
determination made by the City Council.
( c) Requirement of Savings. The Bonds shall not be sold for the purpose of refunding
the Refunded Obligations unless the refunding of the Refunded Obligations exceeds the
minimum net present value savings set forth in subsection (d) of this Section . The amount of the
savings to be realized from the refunding of the Refunded Obligations shall be set forth in a
certificate (further described in subsection (d) of this Section) to be executed by the Chief
Financial Officer/Director of Financial Management Services of the City.
( d) Savings Threshold. As a condition to the issuance of the Bonds for the purpose of
refunding the Refunded Obligations, the refunding of the aggregate principal amount of the
Refunded Obligations must produce a net present value savings of at least 3.50%. The principal
amount of Bonds issued to refund Refunded Obligations, and the Refunded Obligations to be
refunded , shall be specifically identified in the certificate described below. An Authorized
Representative may elect not to refund any or all of the obligations listed in Schedule I, but in no
eve nt sha ll the Bond s be issued for the purpose of refundin g the Refunded Obligations if the
refunding of the aggregate principal amount of the obligations selected for refunding does not
meet or exceed the minimum net present value savings established above. The Chief Financial
Officer/Director of Financial Management Services of the City shall execute and deliver to the
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City Council prior to the delivery of t he Bonds a certificate identifying the Refunded Obligations
to be refunded from pro ceeds of the Bonds and stating that the net present value savings resulting
from the refundin g of the Refunded Obligations is no less than the minimum savings threshold
established abov e. The certificate shall specifically state the net present value savings realized
by the City as a result of refunding the Refunded Obligations. The determination of an
Authorized Representative relating to the issuance and sale of Bonds to refund all or any of the
Refunded Obligations shall have the same force and effect as a determination made by the City
Council.
(e) Bonds Issued to Finance Improvements. Notwithstanding anything in this Thirty-
Seventh Supplement to the contrary, the principal amount of Bonds that may be issued for the
purpose described in clause (i) of Section 2 hereof shall not exceed $126,800 ,000.
(f) General. The City Council authorizes the City Manager and the Chief Financial
Officer/Director of Financial Management Services of the City to provide for and oversee the
preparation of a preliminary official statement and the final official statement (the "Official
Statement") in connection with the issuance of the Bonds, and to approve the preliminary official
statement and the Official Statement and deem the preliminary official statement final, and to
provide the Official Statement to the Purchasers, in compliance with the Rule. The Official
Statement in the form and content approved by an Authorized Representative shall be deemed
approved by the City Council and constitute the Official Statement authorized for distribution to
and use by the initial purchasers of the Bonds. The Bonds shall not have a net effective interest
rate, calculated in accordance with Chapter 1204, Texas Government Code, in excess of 3.25%.
Section 4. REDEMPTION. (a) Optional Redemption. That the Bonds may be subject to
redemption prior to their scheduled maturities at the option of the City, on the dates and in the
manner provided in the Bidding Instructions. Should the Bonds be subject to redemption prior to
their scheduled maturities, if less than all of the Bonds are to be redeemed by the City, the City
shall determine the maturity or maturities and the amounts to be redeemed and shall direct the
Paying Agent/Registrar to call by lot Bonds, or portions of Bonds, within a maturity and in the
principal amounts for redemption;· provided, that during any period in which ownership of the
Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than
al I of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the
particular Bonds shall be selected in accordance with the arrangements between the City and the
securities depository. The FORM OF BOND shall be revised to reflect any optional redemption
of the Bonds, to the extent provided in the Bidding Instructions and incorporated by reference
into the Official Bid Form accepted by an Authorized Representative as the best bid on the
Bonds . The optional redemption of Bonds at the option of the City may be made conditional
upon the occurrence of certain events, as may be provided for in the FORM OF BOND.
(b) Mandatory Redemption . Should the Official Bid Form provide for the mandatory
sinking fund redemption of the Bonds, the terms and conditions governing any mandatory
sinking fund redemption and the payment of mandatory sinking fund payments shall be set forth
therein, and the FORM OF BOND shall be revised to reflect any mandatory sinking fund
redemption of the Bonds, to the extent provided in the Official Bid Form accepted by an
Authorized Representative as the best bid for the Bonds.
(c) General Notice. Notice of any redemption of Bonds shall be given in the following
manner, to-wit, a written notice of such redemption shall be given to the registered owner of each
Bond or a portion thereof being called for redemption at least thirty (30) days prior to the date
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fixed for such redemption by depositin g s uch notice in the United States mail, first-class postage
prepaid, addressed to each such reg istered owner at the address shown on the Registration Books
of the Paying Agent/Registrar. By the date fixed for any such redemption due provision sh a ll be
made by the City with th e Paying Agent/Registrar for the payment of the required redemption
price for the Bonds or the portions thereof which are to be so redeemed. If such notice of
redemption is given, and if due provision for such payment is made, all as provided above, the
Bo nds , or the portions thereof which are to be so redeemed , thereby automatically shall be
redeemed prior to their scheduled maturities, and shall not be regarded as being Outstanding
except for the right of the owner to receive the redemption price from the Paying Agent/Registrar
out of the funds provided for such payment. The Paying Agent/Registrar shall record in the
Registration Books all such redemptions of principal of the Bonds or any portion thereof. If a
portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity
date, bearing interest at the same rate, in any Authorized Denomination at the written request of
the owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be
issued to the owner upon the surrender thereof for cancellation, at the expense of the City, all as
provided in this Thirty-Seventh Supplement. The maturities of Bonds to be called for
redemption shall be determined by the City. The Bonds or portions to be redeemed within each
such maturity shall be selected by lot or other customary random method selected by the Paying
Agent/Registrar in accordance with any requirements of a securities depository , if applicable
(provided that a portion of a Bond may be redeemed only in an Authorized Denomination). The
City shall give written notice to the Paying Agent/Registrar of any such redemption of Bonds at
least sixty (60) calendar days (or such shorter period as is acceptable to the Paying
Agent/Registrar) prior to such redemption .
( d) Additional Notice. (i) In addition to the manner of providing notice of redemption of
Bonds as set forth above, the Paying Agent/Registrar shall give notice of redemption of Bonds
by United States mail, first-class postage prepaid, at least thirty (30) days prior to a redemption
date to the MSRB and to any national information service that disseminates redemption notices.
Any notice sent to the MSRB or such national information services shall be sent so that they are
received at least two (2) days prior to the general mailing date of such notice. The Paying
Agent/Registrar shall also send a notice of prepayment or redemption to the owner of any Bond
who has not sent the Bonds in for redemption sixty (60) days after the redemption date.
(ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Thirty-Seventh Supplement, shall contain a description of the Bonds to be redeemed
including the complete name of the Bonds, the series, the date of issue, the interest rate, the
maturity date, the CUSIP number, if any, the amounts called for redemption, the mailing date for
the notice, the date of redemption , the redemption price, the name of the Paying Agent/Registrar
and the address at which the Bond may be redeemed including a contact person and telephone
number. ·
(iii) All redemption payments made by the Paying Agent/Registrar to the registered
owners of the Bonds shall include a CUSIP number relating to each amount paid to such
registered owner.
Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
Conversion and Exchange; Authentication. That the City shall keep or cause to be kept at the
designated corporate trust office of BOKF, NA (the "Paying Agent/Registrar"), books or records
for the registration of the transfer, conversion and exchange of the Bonds (the "Registration
Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer
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agent to keep such books or records and make such registrations of transfers, conversions and
exchanges under such reasonable regulations as the City and the Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions
and exchanges as herein provided. Th e Paying Agent/Registrar shall obtain and record in the
Registration Books the address of the owner of each Bond to which payments with respect to the
Bonds shall be mailed, as herein provided; but it shall be the duty of each owner to notify the
Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such
interest payments shall not be mailed unless such notice has been given. The City shall have the
right to inspect, at the Designated Trust Office of the Paying Agent/Registrar, the Registration
Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying
Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by
law, shall not permit their inspection by any other entity. Except as otherwise provided in the
FORM OF BOND, the owner of each Bond requesting a conversion, transfer, exchange and
delivery of such Bond shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such registration, transfer, conversion, exchange and delivery of a substitute
Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds
shall be made in the manner provided and with the effect stated in the FORM OF BOND. Each
substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. An
authorized representative of the Paying Agent/Registrar shall, before the delivery of any such
Bond, date and manually sign the "Paying Agent/Registrar's Authentication Certificate" in the
form set forth in the FORM OF BOND (the "Authentication Certificate"), and, except as
provided below, no such Bond shall be deemed to be issued or Outstanding unless the
Authentication Certificate is so executed; however, the foregoing notwithstanding, the
Authentication Certificate need not be executed if any such Bond is accompanied by an executed
"Comptroller's Registration Certificate" in the form set forth in the FORM OF BOND. The
Paying Agent/Registrar promptly shall . cancel all paid Bonds and Bonds surrendered for
conversion and exchange. No additional ordinances, orders, or resolutions need be passed or
adopted by the governing body of the City or any other body or person so as to accomplish the
foregoing conversion and exchange of any Bond or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in
the manner prescribed herein. Pursuant to Chapter 1206, the duty of conversion and exchange of
Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution
of the Authentication Certificate, the converted and exchanged Bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the Bonds which
initially were issued and delivered pursuant to this Thirty-Seventh Supplement, approved by the
Attorney General, and registered by the Comptroller. As of the date this Thirty-Seventh
Supplement is approved by the City, the City has been advised that the Designated Trust Office
of the Paying Agent/Registrar is its Dallas, Texas corporate trust office.
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of, premium, if any, and
interest on the Bonds, all as provided in this Thirty-Seventh Supplement. The Paying
· Agent/Registrar shall keep proper records of all payments made by the City and the Paying
Agent/Registrar with respect to the Bonds.
( c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred
and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the
characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) shall be payable as
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to principal and interest, and (viii) shall be administered and the Paying Agent/Registrar and the
City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and
in the manner and to the effect as required or indicated, in the FORM OF BOND . The Bonds
initially issued and delivered pursuant to this Thirty-Seventh Supplement are not required to be,
and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued
in conversion of and exchange for any Bond or Bonds issued under this Thirty-Seventh
Supplement the Paying Agent/Registrar shall execute the Authentication Certificate.
(d) Substitute Paying Agent/Registrar. The City covenants with the owners of the Bonds
that at all times whi le the Bonds are Outstanding a competent and legally qualified entity shall
act as and perform the services of Paying Agent/Registrar for the Bonds under this Thirty-
Seventh Supplement, and that the Paying Agent/Registrar will be one entity. Such entity may be
the City, to the extent permitted by law, or a bank, trust company, financial. institution, or other
agency, as selected by the City. The City reserves the right to, and may, at its option, change the
Paying Agent/Registrar upon not less than one hundred and twenty (120) days written notice to
the Paying Agent/Registrar, to be effective not later than sixty (60) days prior to the next
principal or interest payment date after such notice. In the event that the entity at any time acting
as Paying Agent/Registrar ( or its successor by merger, acquisition, or other method) should
resign or otherwise cease to act as such, the City covenants that promptly it will appoint a
competent and legally qualified entity to act as Paying Agent/Registrar under this Thirty-Seventh
Supplement. Upon any change in the Paying Agent/Registrar, the previous Paying
Agent/Registrar promptly shall transfer and deliver the Registration Books ( or a copy thereof),
along with all other pertinent books and records relating to the Bonds, to the new Paying
Agent/Registrar designated and appointed by the City . Upon any change in the Paying
Agent/Registrar, the City promptly will cause a written notic~ thereof to be sent by the new
Paying Agent/Registrar to each owner of the Bonds, by United States mail, first-class postage
prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to
have agreed to the provisions of this Thirty-Seventh Supplement, and a certified copy of this
Thirty-Seventh Supplement shall be delivered to each Paying Agent/Registrar.
(e) Reportable Payments. With respect to the Bonds, to the extent required by the Code
and the regu lations promulgated thereunder, the Paying Agent/Registrar shall report to each
owner of the Bonds and the Internal Revenue Service (i) the amount of "reportable payments", if
any, subject to backup withholding during each year and the amount of tax withheld, if any, with
respect to payments of the Bonds , and (ii) the amount of interest or amount treated as interest on
the Bonds and required to be included in the gross income of an owner of Bonds.
Section 6. FORM OF BONDS. (a) Form of Bonds. That the form of all Bonds,
including the form of the Authentication Certificate, the form of Assignment, and the form of the
Comptro ller's Registration Certificate to be attached only to the Bonds initially issued and
delivered pursuant to this Thirty-Seventh Supplement, shall be, respectively, substantially as set
forth in Exhibit B, with such appropriate variations, omissions, or insertions as are permitted or
required by this Thirty-Seventh Supplement.
(b) Printing Bond Counsel Opinion and Statement oflnsurance. The printer of the Bonds
is hereby authorized to print on the Bonds the form of bond counsel's opinion relating to the
Bonds and is hereby authorized to print on the Bonds an appropriate statement of insurance
furnished by a municipal bond insurance company providing municipal bond insurance, if any,
covering all or any part of the Bonds.
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Section 7. ESTABLISHMENT OF F INANCING PROGRAM AND ISS UANC E OF
PARITY OBLIGATIONS. That by adoption of the Master Ordinance the City has established
the City of Fort Worth , Texas Water and Sewer System Revenue Financing Program for the
purpose of providing a financing structure for revenue supported indebtedness of the System.
The Master Ordinance is intended to establish a master plan under which revenue supported debt
of the System can be incurred. This Thirty-Seventh Supplement provides for the authorization,
iss uance , sale, delivery, form, characteristics, provisions of payment and redemption, and
security of the Bonds, which are a series of Parity Obligations. The Master Ordinance is
incorporated herein by reference and as such made a part hereof for all purposes, except to the
extent modified and supplemented hereby, and the Bonds are hereby declared to be Parity
Obligations under the Master Ordinance. The City hereby determines that it will have sufficient
funds to meet the financial obligations of the System, including sufficient Pledged Revenues to
satisfy the Annual Debt Service Requirements of the System and to meet all financial obligations
of the City relating to the System.
Section 8. PLEDGE. (a) Pledge of Pledged Revenues. That the Bonds are and shall be
secured by and payable from a first lien on and pledge of the Pledged Revenues; and the Pledged
Revenues are further pledged to the establishment and maintenance of the Debt Service Fund,
and to the Reserve Fund to the extent hereinafter provided. The Bonds are and will be secured
by and payable only from the Pledged Revenues and are not secured by or payabl_e from a
mortgage or deed of trust on any properties, whether real, personal , or mixed , constituting the
System.
(b) Perfection of Lien . Chapter 1208 applies to the issuance of the Bonds and the pledg~
of the Pledged Revenues granted by the City under subsection (a) of this Section, and such
pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the
Bonds are Outstanding and unpaid such that the pledge of the Pledged Revenues granted by the
City is to be subject to the filing requirements of Chapter 9, then in order to preserve to the
registered owners of the Bonds the perfection of the security interest in said pledge, the City
agrees to take such measures as it determines are reasonable and necessary under Texas law to
comply with the applicable provisions of Chapter 9 and enable a filing to perfect the security
interest in said pledge to occur.
Section 9. DEBT SERVICE FUND ACCOUNTS. That with respect to the Bonds no
special account need be established to facilitate the payment of debt service on the Bonds.
Section 10. RESERVE FUND. That no deposits shall be made to the credit of the
Reserve Fund , as provided in Section 12(b) of this Thirty-Seventh Supplement.
Section 11. INVESTMENTS. That to the extent a reserve fund for the Bonds is created
after their delivery, money in the Reserve Fund created under this Thirty-Seventh Supplement
shall not be invested in securities with an average aggregate weighted maturity of greater than
seven years. The value of the Reserve Fund, in addition to the annual determination described in
the Master Ordinance, shall be established at the time or times withdrawals are made therefrom.
Investments shall be sold promptly when necessary to prevent any default in connection with the
Bo nds . Earnings derived from the investment of moneys on deposit in the various Funds and
Accounts shall be credited to the Fund or Account from which moneys used to acquire such
investment shall have come .
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Section 12. FLOW OF FUNDS. That all monies in the System Fund not required for
paying Operating Expenses during each month shall be applied by the City, on or before the 10th
day of the following month, commencing during the months and in the order of priority with
respect to the Funds and Accounts that such applications are hereinafter set forth in this Section.
(a) Debt Service Fund -To the credit of the Debt Service Fund, in the following order of
priority, to-wit:
(I) such amounts, deposited in approximately equal monthly installments,
commencing during the month in which the Bonds are delivered, or the month thereafter
if delivery is made after the I 0th day thereof, as will be sufficient, together with other
amounts, if any, in the Debt Service Fund available for such purpose, to pay the interest
scheduled to come due on the Bonds on the next succeeding interest payment date; and
(2) such amounts, deposited in approximately equal monthly installments,
commencing during the month which shall be the later to occur of, (i) the twelfth month
before the first maturity date of the Bonds, or (ii) the month in which the Bonds are
delivered, or the month thereafter if delivery is made after the I 0th day thereof, as will be
sufficient, together with other amounts, if any, in the Debt Service Fund available for
such purpose, to pay the principal (including mandatory sinking fund redemption
payments, if any) scheduled to mature or come due on the Bonds on the next succeeding
principal payment date or mandatory sinking fund redemption date, as the case may be.
(b) Reserve Fund. Acting in accordance with the provisions of the Master Ordinance,
specifically , without limitation, Section 7 thereof, it is not necessary for the Bonds to be secured
by the Reserve Fund established for the benefit of the owners of Parity Obligations, and therefore
the City may, but shall not be required to, make deposits to the credit of the Reserve Fund with
respect to the Bonds.
Section 13. PAYMENT OF BONDS. That on or before the first scheduled interest
payment date, and on or before each interest payment date and principal payment date thereafter
while any Bond is Outstanding and unpaid, the City shall make available to the Paying
Agent/Registrar, out of the Debt Service Fund (and the Reserve Fund, if necessary) monies
sufficient to pay such interest on and such principal amount of the Bonds, as shall become due on
such dates, respectively, at maturity or by redemption prior to maturity. The Paying
Agent/Registrar shall destroy all paid Bonds and furnish the City with an appropriate certificate
of cancellation or destruction.
Section 14. COVENANTS REGARDING TAX-EXEMPTION. That the Issuer
covenants to refrain from any action which would adversely affect, or to take such action as to
ensure , the treatment of the Bonds as obligations described in section I 03 of the Code, the
interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than ten percent (10%) of the
proceeds of the Bonds or the projects financed or refinanced therewith (less amounts
de po sited to a re serve fund , if any) are used for any "private business use", as defined in
section 141 (b )(6) of the Code or, if more than ten percent (I 0%) of the proceeds are so
used , that amounts, whether or not received by the Issuer, with respect to such private
business use, do not, under the terms of this Thirty-Seventh Supplement or any
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underl y ing arrangem ent, directly or indirectly, secure or provide for the payment of more
than ten percent (10%) of the debt service on the Bonds, in contraventi on of se ction
14l(b)(2) of the Code;
(b) to take a ny actio n to assure that in th e ev ent that the "private bu siness use"
described in subsection (a) hereof ex cee d s fi ve percent (5%) of the proceeds of the Bonds
or the projects financed therewith (less amounts deposited into a reserve fund , if any)
then the amount in excess of five percent (5%) is used for a "private business use" ,which
is "related" and not "di sproportionate", within the meaning of section 141(b)(3) o f the
Code , to the governmental use;
( c) to take any action to assure that no amount which is greater than the lesser of
$5 ,000 ,000 , or five percent (5%) of the proceeds of the Bonds (less amounts deposited
into a reserv e fund, if any) is directly or indirectly used to finance loans to persons, other
than state or local governmental units, in contravention of section 141 ( c) of the Code;
( d) to refrain from taking any action which would otherwise result in the Bonds
being treated as "specified private activity bonds" within the meaning of section 141(b)
of the Code;
( e) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire in v estment property (as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Bonds, other than in v estment property
acquired w ith --
(1) proceeds of the Bonds invested for a reasonable temporary period
until such pro c eeds are needed for the purpose for which the Bonds are issued ,
(2) amounts inve sted in a bona fide debt service fund , within the meaning
of section 1.148-1 (b) of the Treasury Regulations , and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed ten percent of the proceeds of the
Bonds ;
(g) to otherwi se restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary , so that the Bonds do not otherwise
contravene th e requirements of section 148 of the Code (relating to arbitrage);
(h) to refrain from using the proceeds of the Bonds or the proceeds of an y prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bonds in contravention of section 149(d) of the Code (relating to advance refundings);
and
(i) to pay to the United States of America at least once during each five-y ear
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
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ninety percent (90%) of the "Excess Earnings", within the meaning of section 148(f) of
the Code and to pay to the United States of America, n ot later t h an s ixty (60) days after
the Bonds have been paid in fu ll, on e h un dred perc ent (100%) of the amount th en
required to be p a id as a result of Excess Earnings under section 148(f) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the
term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in
the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds
expended prior to the date of the issuance of the Bonds. It is the understanding of the Issuer that
the covenants contained herein are intended to assure compliance with the Code and any
regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In
the event that regulations or rulings are hereafter promulgated which modify or expand
provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with
any covenant contained herein to the extent that such failure to comply, in the opinion of
nationally-recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or
rulings are hereafter promulgated which impose additional requirements which are applicable to
the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary,
in the opinion of nationally-recognized bond counsel , to preserve the exemption from federal
income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the
foregoing , the Mayor, the City Manager, any Assistant City Manager and the Chief Financial
Officer/Director of Financial Management Services of the City are authorized to execute any
certificates or other reports required by the Code and to make such elections, on behalf of the
City, which may be permitted by the Code as are consistent with the purpose for the issuance of
the Bonds. In order to facilitate compliance with the above clause (i), a "Rebate Fund" may be
established by the City for the sole benefit of the United States of America, and the Rebate Fund
shall not be subject to the claim of any other person, including without limitation the registered
owners of the Bonds. The Rebate Fund would be established for the additional purpose of
compliance with section 148 of the Code.
Section 15. ADDITIONAL FEDERAL INCOME TAX COVENANTS; WRJTTEN
PROCEDURES. (a) Allocation of, and Limitation on, Expenditures for the Project. That the
City covenants to account for on its books and records the expenditure of proceeds from the sale
of the Bonds and any investment earnings thereon to be used for the improvement and extension
of the System (referred to herein as a "Project") by allocating proceeds to expenditures within
eighteen (18) months of the later of the date that (a) the expenditure on a Project is made or (b)
each such Project is completed. The foregoing notwithstanding, the City shall not expend such
proceeds or investment earnings more than sixty (60) days after the later of (a) the fifth
anniversary of the date of delivery of the Bonds or (b) the date the Bonds are retired, unless the
City obtains an opinion of nationally-recognized bond counsel substantially to the effect that
such expenditure will not adversely affect the tax-exempt status of the Bonds . For purposes of
this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion
of nationally-recognized bond counsel to the effect that such failure to comply will not adversely
affect the excludability for federal income tax purposes from gross income of the interest.
(b) Disposition of Project. The City covenants that the property financed or refinanced
w ith the proce ed s of the Bonds will not be sold or otherwise disposed in a transaction resulting in
the receipt by the City of cash or other compensation, unless the City obtains an opinion of
nationally-recogni z ed bond counsel substantially to the effect that such sale or other disposition
will not adversely affect the tax-exempt status of the Bonds. For purposes of this Section, the
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portion of the property comprising personal property and dispos ed of in the ordinary course of
business shall not be treated as a transaction resul t ing in the receipt of cas h or other
compensat ion . For purposes of this Section, the City shall not be obligated t o comply with this
coven ant if it obtains an opinion of nation a ll y -recognized bond counsel to the effect that such
failure to comply will not adversely affect the excludability for federal income tax purposes from
g ross income of the interest.
(c) Writt en P ro cedures . Until superseded by another action of the City, the written
procedures to ensure compliance with the covenants contained herein regarding private business
use , remedial actions , arbitrage and rebate approved by the City on September 15 , 2020, apply to
the issuance of the Bonds, and are incorporated by reference into this Thirty-Seventh
Supplement.
Section 16 . AMENDMENT OF THIRTY-SEVENTH SUPPLEMENT. (a) Approval of
Bondho lders Required. That the owners of a majority in Outstanding Principal Amount of the
Bonds shall have the right from time to time to approve any amendment to this Thirty-Seventh
Supplement which may be deemed necessary or desirable by the City, provided, however, that
nothing herein contained shall permit or be construed to permit the amendment of the terms and
conditions in this Thirty-Seventh Supplement or in the Bonds so as to:
(1) Make any change in the maturity of any of the Outstanding Bonds ;
(2) Reduce the rate of interest borne by any of the Outstanding Bonds;
(3) Reduce the amount of the principal payable on the Outstanding Bonds;
(4) Modify the terms of payment of principal of, premium , if any, or interest on the
Outstanding Bonds or impose any conditions with respect to such payment;
( 5) Affect the rights of the owners of less than all of the Bonds then Outstanding ;
(6) Amend this clause (a) of this Section; or
(7) Change the minimum percentage of the principal amount of Bonds necessary for
consent to any amendment;
unl es s such amendm ent or amendments shall be approved by the owners of all o f the Bonds then
Outstanding .
(b) Notice of Amendment. If at any time the City shall desire to amend the Thirty-
Seventh Supplement under this Section, the City sh a ll cause notice of the proposed amendment
to be published in a financial newspaper or journal published in the City of New York, New
York , and a newspaper of general circulation in the City , once during each calendar week for at
least two (2) successi ve calendar weeks. Such notice shall briefly set forth the nature of the
proposed amendment and shall state that a copy thereof is on file at the principal office of the
Paying Agent/Registrar for inspection by all owners of the Bonds. Such publication is not
required, however, if notice in writing is given to each owner of the Bonds .
( c) Effectiveness of Consent and Approval. Whenever at any time not less than thirty
(30) days, and within one (1) year, from the date of the first publication of said notice or other
service of written notice the City shall receive an instrument or instruments executed by the
owners of at least a majority in Outstanding Principal Amount of the Bonds then Outstanding,
w hi ch in strum ent or in struments shall re fer to the propo sed amendment de scribed in said noti ce
and which specifically consent to and approve such amendment in substantially the form of the
cop y thereof on file with the Paying Agent/Registrar, the City Council of the City may pass such
amendment in substantially the same form.
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( d) Amendment Effective. Upon the passage of any such amendment pursuant to the
provis ion s of this Section, this Thirty-Seventh Supplement shall be deemed to be amended in
accordance with such amendment, and the respective ri ghts , duties and obligations under this
Thirty-Seventh Supplement of the City and all th e owners of then Outstanding Bonds shall
thereafter be determined, exercised and enforced hereunder, subject in all respects to such
amendment.
( e) Revocation of Consent. Any consent given by the owners of a Bond pursuant to the
provisions of this Section shall be irrevocable for a period of six (6) months from the date of the
first publication of the notice provided for in this Section, and shall be conclusive and binding
upon all future owners of the same Bond during such period. Such consent may be revoked at
any time after six (6) months from the date of the first publication of such notice by the owner
who gave such consent, or by a successor in title, by filing written notice thereof with the Paying
Agent/Registrar and the City, but such revocation shall not be effective if the owners of at least a
majority in Outstanding Principal Amount of the Bonds have, prior to the attempted revocation,
consented to and approved the amendment.
(f) Amendments Not Requiring Bondholder Consent. The foregoing provisions of this
Section notwithstanding, the City by action of the City Council may amend this Thirty-Seventh
Supplement without the consent of any owner of the Bonds or any other Parity Obligations,
solely for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Thirty-Seventh
Supplement contained, other covenants and agreements thereafter to be observed, grant
additional rights or remedies to the owners of the Bonds or to surrender, restrict or limit
any right or power herein reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Thirty-Seventh
Supplement, or in regard to clarifying matters or questions arising under this Thirty-
Seventh Supplement, as are necessary or desirable and not contrary to or inconsistent
with this Thirty-Seventh Supplement and which shall not adversely affect the interests of
the owners of the Bonds then Outstanding;
(3) To modify any of the provisions of this Thirty-Seventh Supplement in any
other respect whatsoever, provided that such modification shall be, and be expressed to
be, effective only after the Bonds Outstanding at the date of the adoption of such
modification shall cease to be Outstanding;
(4) To make such amendments to this Thirty-Seventh Supplement as may be
required, in the opinion of Bond Counsel, to ensure compliance with sections 103 and
141 through 150 of the Code and the regulations promulgated thereunder and applicable
thereto;
(5) To make such changes, modifications or amendments as may be necessary or
desirable in order to allow the owners of the Bonds to thereafter avail themselves of a
book-entry system for payments, transfers and other matters relating to the Bonds, which
changes, modifications or amendments are not contrary to or inconsistent with other
15
provision s of this Thirty-Seventh S upplement and which shall not adversely affect the
interests of the owners of the Bonds;
(6) To make such chang es , modification s or amend ments as are permitted by
Section 18( c )(vi) of this Thirty-Sev enth Su pplem ent;
(7) To make such changes, modifications or amendments as may be necessary or
desirable in order to obtain or maintain the granting of a rating on the Bonds by a Rating
Agency or to obtain or maintain a Credit Agreement or a Credit Facility issued in support
of the Bonds; and
(8) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the Bonds, in
order, to the extent permitted by law, to facilitate the economic and practical utilization of
interest rate swap agreements , foreign currency exchange agreements, or similar type of
agreements with respect to the Bonds.
Notice of any such amendment may be published by the City in the manner described in clause
(b) of this Section; provided, however, that the publication of such notice shall not constitute a
condition precedent to the adoption of such amendatory ordinance and the failure to publish such
notice shall not adversely affect the implementation of such amendment as adopted pursuant to
such amendatory ordinance.
(g) Eligibility to Approve Amendment. Ownership of the Bonds shall be established
by the Registration Books maintained by the Paying Agent/Registrar, in its capacity as registrar
and transfer agent for the Bonds.
Section 17. DAMAGED, MUTILATED , LOST, STOLEN, OR DESTROYED BONDS.
(a) Delivery of Substitute Bonds. That in the event any Outstanding Bond is damaged,
mutilated, lost, stolen, or destroyed , the Paying Agent/Registrar shall cause to be printed,
executed , and delivered, a new Bond of the same principal amount, maturity, and interest rate , as
t he damaged, mutilated , lost, stolen, or destroyed Bond, in replacement for such Bond in the
manner hereinafter provided.
(b) Application. Application for replacement of damaged, mutilated, lost, stolen, or
destroyed Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or
destruction of a Bond , the applicant for a replacement bond shall furnish to the City and to the
Paying Agent/Registrar such security or indemnity as may be required by them to save each of
them harmless from any loss or damage with respect thereto. Also, in every case of loss , theft, or
destruction of a Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be.
In every case of damage or mutilation of a Bond, the applicant shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) Payment without Replacement Bond. Notwithstanding the foregoing provisions of
this Section, in the event any such Bond shall have matured, and no default has occurred which
is th en co ntinuing in the payment of the principal of, premium , if any , or interest on the Bond,
the City may authorize the payment of the same (without surrender thereof except in the case of
a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or
indemnity is furnished as above provided in this Section.
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( d) Cos ts of Replacement Bond. Prior to the issuan ce of any replace ment bond, the
Paying Ag ent/Registrar shall ch arge th e own er of su ch B ond w ith all legal , printing, and other
expenses in connection th erewith. Every rep lacement bond issued pursuant to the provisions of
thi s Se ction by v irtue of the fact that any Bond is lost, stolen, or destroyed shall con sti tute a
contractual obligation of the City whether the lost, stolen, or destroyed Bond shall be found at
any time, or be enforceable by anyone , and shall be entitled to all the benefits of this Thirty-
Seventh Supplement equally and proportionately with any and all other Bonds duly issued under
this Thirty-Seventh Supplement.
( e) Statutory Authority. In accordance with Chapter 1206, this Section of this Thirty-
Seventh Supplement shall constitute authority for the issuance of any such replacement bond
without necessity of further action by the City Council of the City or any other body or person,
and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the
form and manner and with the effect, as provided in Section 5(a) of this Thirty-Seventh
Supplement for Bonds issued in exchange for other Bonds.
Section 18. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. (i)
That the City shall provide annually to the MSRB (1) within six months after the end of each
fiscal year ending in or after 2021 , financial information and operating data with respect to the
City of the general type described in Exhibit C hereto, and (2) if not provided as part of the
financial information and operating data , annual financial statements of the City, when and if
available. Any financial statements so to be provided shall be (1) prepared in accordance with
the accounting principles described in Exhibit C hereto , or such other accounting principles as
the City may be required to employ from time to time pursuant to state law or regulation , and
(2) audited , if the City commissions an audit of such statements and the audit is completed
within twelve (12) months after the end of each fiscal year ending in or after 2021. If audited
financial statements are not available by the end of the twelve (12) month period , then the City
shall provide notice that the audited financial statements are not available, shall provide
unaudited financial information containing the information described in the tables referenced in
E xhibit C hereto under the heading "Annual Financial Statements and Operating Data" by the
required time , and shall provide audited financial statements for the applicable fiscal year to the
MSRB , when and if the audited financial statements become available .
(ii) If the City 'changes its Fiscal Year, it will notify the MSRB of the change (and of the
date of the new Fiscal Year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section. The
financial information and operating data to be provided pursuant to this Section may be set forth
in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB)
that theretofore has been provided to the MSRB or filed with the SEC. Filings shall be made
e lectronically , in such format as is prescribed by the MSRB.·
(b) Disclosure Event Notices. The City shall notify the MSRB of any of the following
events with respect to the Bonds, in a timely manner not in excess of ten Business Days after the
oc currence of the ev ent:
I. Principal and interest payment delinquencies ;
2. Non-payment related defaults , if material;
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3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unsch eduled draws on credit enhancem ents reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6 . Adverse tax opinions, th e issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
7. Modifications to rights of holders of the Bonds , if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11 . Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisitton involving the
City or the sale of all or substantially all of the assets of the City, other
than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material;
14. Appointment of a successor Paying Agent/Registrar or change in the name
of the Paying Agent/Registrar, if material; ,
15 . Incurrence of a Financial Obligation of the Obligated Person, if material,
or agreement to covenants, events of default, remedies, priority rights, or
other similar terms of a Financial Obligation of the Obligated Person, any
of which affect security holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or
other similar event under the terms of a Financial Obligation of the
Obligated Person, and which reflect financial difficulties.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by subsection (a).
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the City in a
proceeding under the U.S . Bankruptcy Code or in any other proceeding under state or federal law
in which a court or governmental authority has assumed jurisdiction over substantially all of the
assets or business of the City, or if jurisdiction has been assumed by leaving the City Council and
official or officers of the City in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the City.
As used in clauses 15 and 16 above, the term "Financial Obligation" means: (i) a debt
obligation ; (ii) a derivative instrument entered into in connection with , or pledged as security or a
source of payment for , an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii),
18
however, the term Financial Obligation shaUnot include Municipal Securities as to which a final
offic ial statement has been provided to the MSRB consistent with the Rule; the term "Municipal
Securities" me ans secur ities which are direct obligations of, or obligations guaranteed as to
principal or interest by, a state or any political subdivision thereof, or any agency or
instrumentality of a state or any political subdivision thereof, or any municipal corporate
instrumentality of one or more states and any other Municipal Securities described by Section
3(a)(29) of the Securities Exchange Act of 1934, as the same may be amended from time to time;
and the term "Obligated Person" means the City.
( c) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to
observe and perform the covenants specified in this Section for so long as , but only for so long
as, the City remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit made in accordance with
this Thirty -Seventh Supplement or applicab le law that causes Bonds no longer to be Outstanding.
(ii) The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right , remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the _City's financial results, condition , or prospects or to update any information
provided in accordance with this Section or otherwise, except as expressly provided herein . The
City does not make any representation or warranty concerning such information or its usefulness
to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE .
(iv) No default by the City in observing or performing its obligations under this Section
shall comprise a breach of or default under this Thirty-Seventh Supplement for purposes of any
other provision of this Thirty-Seventh Supplement. Nothing in this Section is intended or shall
act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities
laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide
notices ·to entities other than the MSRB, the City agrees to · undertake such obligation in
accordance with the Rule as amended.
(vi) The provisions of this Section may be amended by the City from time to time to
ada pt to changed circumstances that arise from a change in legal requirements , a change in law,
or a change in the identity , nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
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any amendments or interpretation s of th e Rule s ince such offering as well as such changed
circumstances an d (2) e ith er (a) the Holders of a majority in aggregate princip a l amount (or any
g reater amount required by any other provision of this Th irty-S ev enth Supplement that
authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a
person that is unaffiliated with the City (such as nationally recognized bond counsel) determines
that such amendment will not materially impair the interest of the holders and beneficial owners
of the Bonds. If the City so amends the provisions of this Section, it shall include with any
amended financial information or operating data next provided in accordance w ith subsect ion (a)
of this Section an explanation, in narrative form , of the reason for the amendment and of the
impact of any change in the type of financial information or operating data so provided.
Section 19. THIRTY-SEVENTH SUPPLEMENT TO CONSTITUTE A CONTRACT;
EQUAL SECURITY. That in consideration of the acceptance of the Bonds, the issuance of
which is authorized hereunder, by those who shall hold the same from time to time, this Thirty-
Seventh Supplement shall be deemed to be and shall constitute a contract between the City and
the Holders from time to time of the Bonds, and the pledge made in this Thirty-Seventh
Supplement by the City and the covenants and agreements set forth in this Thirty-Seventh
Supplement to be performed by the City shall be for the equal and proportionate benefit,
security, and protection of all Holders , without preference, priority, or distinction as to security
or otherwise of any of the Bonds authorized hereunder over any of the others by reason of time
of issuance , sale, or maturity thereof or otherwise for any cause whatsoever, except as expressly
provided in or permitted by this Thirty-Seventh Supplement.
Section 20 . SEVERABILITY OF INVALID PROVISIONS. That if any one or more of
the covenants , agreements , or provisions herein contained shall be held contrary to any express
pro v isions of law or contrary to the policy of express law, though not expressly prohibited, or
a gainst public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements, or prov isions shall be null and void and shall be deemed separable from the
re maining covenants, agreements, or provisions and shall in no way affect the validity of any of
the other provi s ions hereof or of the Bonds issued hereunder.
Section 21. PAYMENT AND PERFORMANCE ON BUSINESS DAYS. That, except
as provided to the contrary in the FORM OF BOND, whenever under the terms of this Thirty-
Seventh Supplement or the Bonds , the performance date of any provision hereof or thereof,
including the payment of principal of or interest on the Bonds, shall occur on a day other than a
Business Day , then the performance thereof, including the payment of principal of and interest
o n the Bonds, need not be made on such day but may be performed or paid, as the case may be,
on the next succeeding Business Day with the same force and effect as if made on the date of
pe rformance or p ayment.
Section 22. LIMITATION OF BENEFITS WITH RESPECT TO THE THIRTY-
SEVENTH SUPPLEMENT. That with the exception of the rights or benefits herein expressly
conferred, nothing expressed or contained herein or implied from the provisions of this Thirty-
Sev enth Supplement or the Bonds is intended or should be construed to confer upon or give to
an y person other than the City , the Holders , and the Paying Agent/Registrar, any legal or
e quitable right, remedy , or claim under or by reason of or in respect to this Thirty-Seventh
S uppl em ent or any co ven a nt, co ndition , stipulation , promise, agreement, or provision herein
co nta ined . This Thirty-Seventh Supplement and all of the covenants, conditions, stipulations,
promises, agre ements, and prov isions hereof are inte nd e d to be and shall be for and inure to the
20
sole and exclusive benefit of the City, the Holders, and the Paying Agent/Registrar as herein and
therein provided.
Section 23. ESCROW AGREEMENT. That if B onds are issued to refund Refunded
Obligations in the manner provided for in this Thirty-Seventh Supplement, concurrently with the
delivery of the Bonds the City shall cause to be deposited with the Escrow Agent, from the
proceeds from the sale of the Bonds and other available moneys of the City, all as described in
the letter of instructions referred to in Section 29 of this Thirty-Seventh Supplement, an amount
sufficient to provide for the refunding of the Refunded Obligations in accordance with Chapter
1207. For this purpose, the City Council authorizes the City Manager or any Assistant City
Manager and the City Secretary to execute the Escrow Agreement, in substantially the form and
substance attached to this Thirty-Seventh Supplement. If required by law, the City shall not
execute the Escrow Agreement unless the Escrow Agent has confirmed to the Chief Financial
Officer of the City that either it has made disclosure filings to the Texas Ethics Commission in
accordance with Section 2252.908, Texas Government Code, or is exempt from making such
filings under Section 2252.908(c)(4), Texas Government Code. Within thirty (30) days of
receipt of the disclosure filings from the Escrow Agent, the City will acknowledge such
disclosure filings in accordance with the rules of the Texas Ethics Commission.
Section 24. REDEMPTION OF REFUNDED OBLIGATIONS. That the City Council
determines that, subject to the delivery of Bonds for the purpose of refunding Refunded
Obligations, the Refunded Obligations to be refunded shall be called for redemption at the
redemption price of par plus accrued interest to the date fixed for redemption, on the redemption
date set forth in the Official Statement, all in accordance with the applicable provisions of the
proceedings authorizing the issuance of the Refunded Obligations. The City Manager or his
designee shall take such actions necessary to cause the required notice of redemption to be given
in accordance with the terms of the proceedings for the Refunded Obligations so called for
redemption.
Section 25. FURTHER PROCEDURES. That the Mayor, the City Manager, any
Assistant City Manager, the Chief Financial Officer/Director of Financial Management Services
of the City, the City Secretary or any Assistant City Secretary, and all other officers, employees,
and agents of the City, and each of them, shall be and they are hereby expressly authorized,
empowered and directed from time to time and at any time to do and perform all such acts and
things and to execute, acknowledge and deliver in the name and under the corporate seal and on
behalf of the City all such instruments, whether herein mentioned, as may be necessary or
desirable in order to carry out the terms and provisions of this Thirty-Seventh Supplement and
the Bonds, including, but not limited to, conforming documents to receive the approval of the
Attorney General and to receive ratings from municipal bond rating agencies. The City Council
authorizes the payment of the fee of the Office of the Attorney General of the State of Texas for
the examination of the proceedings relating to the issuance of the Bonds, in the amount
determined in accordance with the provisions of Section 1202.004, Texas Government Code.
Section 26. APPROVAL AND REGISTRATION OF BONDS. That the City Manager
of the City is hereby authorized to have control of the Bonds and all necessary records and
proceedings pertaining to the Bonds pending their delivery and their investigation, examination
and approval by the Attorney General , and their registration by the Comptroller. Upon
registration of the Bonds, the Comptroller ( or a deputy designated in writing to act for the
Comptroller) shall manually sign the Comptroller's Registration Certificate accompanying the
21
Bonds, and the seal of the Comptroller shall be impressed, or placed in facsimile, on each such
certificate .
Section 27. DTC REGISTRATION. That the Bonds initially shall b e issued and
delivered in such manner that no physical distribution of the Bonds will be made to the public,
and The Depository Trust Company ("DTC"), New York, New York, initially will act as
depository for the Bonds. DTC has represented that it is a limited purpose · trust company
incorporated under the laws of the State of New York, a m ember of the Federal Reserve System,
a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under Section 17 A of the Securities Exchange Act of 1934, as
amended, and the City accepts, but in no way verifies, such representations. The Bonds initially
authorized by this Thirty-Seventh Supp lement shall be delivered to and registered in the name of
CEDE & CO ., the nominee ofDTC. So long as each Bond is registered in the name of CEDE &
CO ., the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it
were the actual and beneficial owner thereof. It is expected that DTC will maintain a book-entry
system which will identify ownership of the Bonds in integral amounts of $5,000, with transfers
of ownership being effected on the records of DTC and its participants pursuant to rules and
regulations established by them, and that the Bonds initially deposited with DTC shall be
immobilized and not be further exchanged for substitute Bonds except as hereinafter provided .
The City is not responsible or liable for any functions of DTC, will not be responsible for paying
any fees or charges with respect to its services, will not be responsible or liable for maintaining,
supervising, or reviewing the records of DTC or its participants, or protecting any interests or
rights of the beneficial owners of the Bonds. It shall be the duty of the DTC Participants, as
defined in the Official Statement herein approved, to make all arrangements with DTC to
establish this book-entry system, the beneficial ownership of the Bonds, and the method of
paying the fees and charges of DTC. The City does not represent nor covenant that the initial
book-entry system established with DTC will be maintained in the future. Notwithstanding the
initial establishment of the foregoing book-entry system with DTC, if for any reason any of the
originally delivered Bonds is duly filed with the Paying Agent/Registrar with proper request for
transfer and substitution, as provided for in this Thirty-Seventh Supplement, substitute Bonds
will be duly delivered as provided in this Thirty-Seventh Supplement, and there will · be no
assurance or representation that any book-entry system will be maintained for such Bonds. To
effect the establishment of the foregoing book-entry system, the City has executed and filed with
OTC the "Blanket DTC Letter of Representations" in the form provided by DTC to evidence the
City's intent to establish said book-entry system.
Section 28. DEFAULT AND REMEDIES. (a) Events of Default. That each of the
following occurrences or events for the purpose of this Thirty-Seventh Supplement is hereby
declared to be an Event of Default:
(i) the failure to make payment of the principal of any Bond when the same
becomes due and payable; or
(ii) except as provided in Section 18(c)(iv) of this Thirty-Seventh Supplement,
default in the performance or observance of any other covenant, agreement or obligation
of the City, the failure to perform which materially, adversely affects the rights of the
registered owners of the Bonds, including, but not limited to, their prospect or ability to
be repaid in accordance with this Thirty-Seventh Supplement, and the continuation
thereof for a period of sixty (60) days after notice of such default is given by any
registered owner to the City.
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(b) Remedie s for Default. _
(i) Upon the happening of any Event of Default, then and in every case , any
registered owner or an a uthorized representative thereof, including, but not limited to, a
. trustee or trustees therefor, may proceed against the City, or any official , officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the registered owners under this Thirty-Seventh Supplement, by mandamus
or other suit, action or special proceeding in equity or at law, in any court of competent
jurisdiction, for any relief permitted by law, including the specific performance of any
covenant or agreement contained herein, or thereby to enjoin any act or thing that may be
unlawful or in violation of any right of the registered owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all registered owners of Bonds then Outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under the Bonds or
now or hereafter existing at law or in equity; provided, however, that notwithstanding any
other provision of this Thirty-Seventh Supplement, the right to accelerate the debt
evidenced by the Bonds shall not be available as a remedy under this Thirty-Seventh
Supplement.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Thirty-Seventh
Supplement, such registered owner agrees that the certifications required to effectuate
any covenants or representations contained in this Thirty-Seventh Supplement do not and
shall never constitute or give rise to a personal or pecuniary liability or charge against the
officers, employees or members of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the registered owners with
any liability, or be held personally liable to the registered owners under any term or
provision of this Thirty-Seventh Supplement, or because of any Event of Default or
alleged Event of Default under this Thirty-Seventh Supplement.
Section 29. USE OF BOND PROCEEDS. That the proceeds from the sale of the Bonds
shall be used in the manner described in a letter of instructions executed by or on behalf of the
City, provided, that proceeds representing accrued interest on the Bonds shall be deposited to the
credit of the Debt Service Fund and proceeds representing premium on the Bonds shall be used
in a mann er consistent with the provi sions of Section 1201.042( d), Tex as Government Code .
Section 30. TAXABLE OBLIGATIONS. That the provisions of Section 14 of this
Thirty-Seventh Supplement notwithstanding, the Authorized Representative may execute the sale
23
of the Bonds in a manner that the interest on th e Bo nds is included in gross income under the
prov isions of the Code, as provided in thi s Th irty-Se ve nth Supplement.
Section 31 . PREAMBLE. That the preamble to this Thirty -Seventh Supplement is
hereby incorporated by reference and is to be considered a part of the operative text of this
Thirty -Seventh Supplement.
Section 32. RULES OF CONSTRUCTION. That for all purposes of this Thirty-Seventh
Supplement, unless the context requires otherwise, all references to designated Sections and
other subdivisions are to the Sections and other subdivisions of this Thirty-Seventh Supplement.
The words "herein", "hereof'' and "hereunder" and other words of similar import refer to this
Thirty -Seventh Supplement as a whole and not to any particular Section or other subdivision.
Except where the context otherwise requires, terms defined in this Thirty-Seventh Supplement to
impart the singular number shall be considered to inc lude the plural number and vice versa.
References to any named person means that party and its successors and assigns. References to
an officer or designated position (e.g., City Manager) include any person acting in the capacity of
such officer or designated position, whether on an acting , interim or permanent basis.
References to any constitutional, statutory or regulatory provision means such provision as it
exists on the date this Thirty-Seventh Supplement is adopted by the City and any future
amendments thereto or successor provisions thereof. All ordinances and resolutions or parts
thereof in conflict herewith are hereby repealed .
[Execution Page Follows]
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Section 33. IMMEDIATE EF FECT. That this Thirty-Seventh Supplement shall be
effective immediately from and after its passage in accordance with the provisions of Section
1201.028 , Texas Government Code, and it is according ly so ordained .
ADOPTED AND EFFECTIVE April 13, 2021 .
_/
APPROVED AS TO FORM AND LEGALITY:
S ign ature Page -Ordinance A uthoriz in g Issuance a/Series 202 1
Wa ter and Sewe r System Revenue Refunding and Improvement Bonds
25
SCHEDULE!
City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds,
Series 2011
Maturity Date Interest Rate Par Amount ($) Call Date
February 15, 2022 5.00% 13,530,000 July 15, 2021
February 15, 2023 5.00% 8,205,000 July 15, 2021
February 15 , 2024 5.00% 4,795,000 July 15, 2021
February 15, 2028 5 .00% 5,855,000 July 15, 2021
February 15, 2029 5.00% 6,155,000 July 15, 2021
February 15, 2030 5.00% 4,505,000 July 15, 2021
Schedule I
EXHIBIT A
That, as used in th is Thirty-Seventh Supplement, the following term s shall have the
meanings set forth below, unless the text hereof specifically in d icates o th erwise :
"Attorney General" means the Attorney General of the State of Texas.
"Authentication Certificate" shall have the meaning given said term in Section 5(a) of the
Thirty-Seventh Supplement.
"Authorized Denomination" means Bonds in a denomination of $5 ,000 or any integral
multiple thereof.
"Authorized Representative" means the City Manager and the Chief Financial
Officer/Director of Financial Management Services of the City, acting individually but not
collectively.
"Bidding Instructions" shall have the meaning given said term in Section 3(a) of the
Thirty-Seventh Supplement.
"Bonds" means the Series 2021 Bonds authorized to be sold in accordance with the terms
of the Thirty-Seventh Supplement.
"Business Day" means a day other than a Sunday, Saturday, a legal holiday, or a day on
which banking institutions in the City of Fort Worth or the city where the Designated Trust
Office of the Paying Agent/Registrar is located are authorized by law or executive order to close.
"Chapter 9" means Chapter 9 , Texas Business & Commerce Code.
"Chapter 1206" means Chapter 1206, Texas Government Code.
"Chapter 1207" means Chapter 1207, Texas Government Code.
"Chapter 1208" means Chapter 1208, Texas Government Code.
"Chapter 1371" means Chapter 1371, Texas Government Code.
"Chapter 1502" means Chapter 1502, Texas Government Code.
"Commercial Paper Notes" means the City of Fort Worth, Texas Water and Sewer
System Commercial Paper Notes, Callable CP Series, to be outstanding at any one time and from
time to time in an aggregate principal amount not to exceed $150,000,000, as authorized by
Ordinance 23028-12-2017.
"Comptroller" means the Comptroller of Public Accounts of the State of Texas.
"Designated Trust Office of the Paying Agent/Registrar" means the city so designated in
S e ction 5(a) of the Thirty-Seventh Supplement.
A-1
"DTC" shall have the meaning given said term in Section 27 of the Thirty-Seventh
Supplement.
"Escrow Agent" means the financial institution acting as the depository of funds under
the terms of the Escrow Agreement.
"Escrow Agreement" means the escrow agreement between the City and the Escrow
Agent, in respect to the refunding of the Refunded Obligations.
"Master Ordinance" means the "Master Ordinance establishing the City of Fort Worth
Texas Water and Sewer System Revenue Financing Program", passed by the City on December
10, 1991.
"MSRB" means the Municipal Securities Rulemaking Board .
"Official Bid Form" shall have the meaning given said term in Section 3(a) of the Thirty-
Seventh Supplement.
"Official Statement" shall have the meaning given said term in Section 3(c) of the Thirty-
Seventh Supplement.
"Paying Agent/Registrar" means the financial institution specified in Section S(a) of the
Thirty-Seventh Supplement.
"Previously Issued Parity Bonds" means the Series 2009 Bonds, the Series 2011 Bonds,
the Series 2012 Bonds, the Series 2014 Bonds, the Series 2015 Bonds, the Series 2015A Bonds,
the Series 2015B Bonds, the Series 2016 Bonds, the Series 2017 Bonds, the Series 2017 A
Bonds, the Series 2017B Bonds, the Series 2018 Bonds, the Series 2019 Bonds, the Series 2020
Bonds and the Series 2020A Bonds.
"Purchasers" means the entity or entities listed in the Official Bid Form accepted by the
City as the best bid for the Bonds.
"Refunded Obligations" means those obligations listed in Schedule I to the Thirty-
Seventh Supplement to be refunded with the proceeds of the Bonds in accordance with the
provisions of the Bidding Instructions.
"Registration Books" shall have the meaning given said term m Section S(a) of the
Thirty-Seventh Supplement.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Series 2009 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2009, authorized by the Seventeenth Supplement.
"Series 2011 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2011, authorized by the Twenty-Second
Supplement.
A-2
"Series 2012 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2012, authorized by the Twenty-Third Supplement.
"Series 2014 Bonds" means the City of Fort Worth , Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2014 , autho rized by the Twenty -Fourth
Supplement.
"Series 2015 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2015, authorized by the Twenty-Fifth Supplement.
"Series 2015A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2015A, authorized by the Twenty-Sixth
Supplement.
"Series 2015B Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2015B, authorized by the Twenty-Seventh Supplement.
"Series 2016 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2016, authorized by the Twenty-Eighth
Supplement.
"Series 2017 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2017, authorized by the Twenty-Ninth Supplement.
"Series 2017A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds , Series 2017 A, authorized by the Thirtieth
Supplement.
"Series 2017B Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2017B, authorized by the Thirty-First Supplement.
"Series 2018 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2018, authorized by the Thirty-Third Supplement.
"Series 2019 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2019, authorized by the Thirty-Fourth Supplement.
"Series 2020 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2020, authorized by the Thirty-Fifth Supplement.
"Series 2020A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2020A, authorized by the Thirty-Sixth
Supplement.
"Seventeenth Supplement" means the ordinance authorizing the issuance of the Series
2009 Bonds.
"Term Bonds" means those Bonds, if any , identified in the Official Bid Form as "term
bonds".
A-3
"Thirtieth Supplement" means the ordinan ce authori zing the issuance of the Series 2017 A
Bonds .
"Thirty-First Supplement" means the ordinance authorizing the issuanc e of th e Series
2017B Bonds.
"Thirty-Second Supplement" m eans the ordinance authorizing the issuance of City of
Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, within certain
designated parameters and in one or more Series designations to be determined, as needed to
effect the refunding of Commercial Paper Notes.
"Thirty-Third Supplement" means the ordinance authorizing the issuance of the Series
2018 Bonds.
"Thirty-Fourth Supplement" means the ordinance authorizing the issuance of the Series
2019 Bonds.
"Thirty-Fifth Supplement" means the ordinance authorizing the issuance of the Series
2020 Bonds .
"Thirty-Sixth Supplement" means the ordinance authorizing the issuance of the Series
2020A Bonds.
"Thirty-Seventh Supplement" means the ordinance authorizing the issuance of the Bonds.
"Treasury Regulations" means all applicable temporary, proposed and final regulations
and procedures promulgated under the Code or promulgated under the Internal Revenue Code of
1954 , to the extent applicable to the Code.
"Twenty-Second Supplement" means the ordinance authorizing the issuance of the Series
2011 Bonds.
"Twenty-Third Supplement" means the ordinance authorizing the issuance of the Series
2012 Bonds.
· "Twenty-Fourth Supplement" means the ordinance authorizing the issuance of the Series
2014 Bonds.
"Twenty-Fifth Supplement" means the ordinance authorizing the issuance of the Series
2015 Bonds .
. "Twenty-Sixth Supplement" means the ordinance authorizing the issuance of the Series
2015A Bonds.
"Twenty-Seventh Supplement" means the ordinance authorizing the issuance of the
S eries 2015B Bonds.
"Twenty-Eighth Supplement" means the ordinance authorizing the issuance of the Series
2016 Bonds.
A-4
"Twenty -Ninth Supplement" means the ordinance authorizing the issuance of the Series
2 017 Bonds.
A-5
NO. R-
EXHIBITB
FORM OF BOND:
UNITED STATES OF AMERICA
STATE OF TEXAS
$ ___ _
COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE
REFUNDING AND IMPROVEMENT BOND, SERIES 2021
MATURITY DATE INTEREST RA TE
%
DELIVERY DATE
July 14, 2021
CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT, DENTON, PARKER, WISE AND JOHNSON COUNTIES, TEXAS (the "Issuer"),
hereby promises to pay to , or to the registered assignee hereof ( either being
hereinafter called the "registered owner") the principal amount of
DOLLARS ------------
. and to pay interest thereon from the Delivery Date specified above, on February 15, 2022, and
semiannually on each August 15 and February 15 thereafter to the maturity date specified above,
or to the date of redemption prior to maturity, at the interest rate per annum specified above;
except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of
this Bond is dated later than February 15, 2022, such interest is payable semiannually on each
August 15 and February 15 following such date. Interest shall be calculated on the basis of a
360-day year consisting of twelve 30-day months.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this
Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at
maturity, or at redemption prior to maturity, at the designated corporate trust office in Dallas,
Texas (the "Designated Trust Office"), of BOKF, NA, which is the "Paying Agent/Registrar" for
this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to
the registered owner hereof on each interest payment date by check or draft, dated as of such
interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds
of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond
Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter
provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States
mail, first-class postage prepaid, on each such interest payment date, to the registered owner
hereof, at its address as it appeared on the last Business Day of the month next preceding each
such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as
herei n afte r described. Any accrued interest due at maturity or upon the redemption of this Bond
prior to maturity as provided herein shall be paid to the registered owner upon presentation and
surrender of this Bond for redemption and payment at the Designated Trust Office of the Paying
B-1
Age nt/Registrar. The Is suer has covenanted in the Bond Ordinance that on or before each
principal payment date , interest payment date, and accrued interest payment date for this Bond it
will make available to the Paying Agent/Registrar, from the "Debt Service Fund" created by the
ordinance establishing the City of Fort Worth, Texas Water and Sewer System Revenue
Financing Program (the "Master Ordinance"), the amounts required to provide for the payment,
in immediately available funds, of all principal of and interest on the Bonds, when due.
IN THE EVENT of a non-payment of interest on a scheduled payment date, and for 30
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the Issuer. Notice of the Special Record Date and of the scheduled
payment date of the past due interest ("Special Payment Date", which shall be 15 days after the
Special Record Date) shall be sent at least five business days prior to the Special Record Date by
United States mail, first class postage prepaid, to the address of each registered owner appearing
on the registration books of the Paying Agent/Registrar at the close of business on the last
business day next preceding the date of mailing of such notice.
IF THE DA TE 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 of Fort
Worth or the city where the Designated Trust Office of the Paying Agent/Registrar is located are
authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking
institutions are authorized to close; and payment on such date shall have the same force and
effect as if made on the original date payment was due. Notwithstanding the foregoing, during
any period in which ownership of the Bonds is determined only by a book entry at a securities
depository for the Bonds , any payment to the securities depository, or its nominee or registered
assigns, shall be made in accordance with existing arrangements between the Issuer and the
securities depository.
THIS BOND is one of a series of bonds of like tenor and effect except as to number,
principal amount, interest rate , maturity, and right of prior redemption, dated , 2021,
aggregating $ (herein sometimes called the "Bonds"), issued for the purpose of (i)
extending and improving the System ( as defined in the Master Ordinance), (ii) refunding the
Refunded Obligations (as defined in the Bond Ordinance) and (iii) paying the costs of issuance
associated with the Bonds. The Bonds shall be issued in any denomination or denominations in
any integral multiple of $5,000 (an "Authorized Denomination"). All capitalized terms not
defined herein shall have the same meaning as given said terms in the Master Ordinance or the
Bond Ordinance.
THE OUTSTANDING BONDS maturing on and after February 15, 2031, may be
redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, on
February 15, 2030, or on any date thereafter, at the redemption price of the principal amount of
the Bonds called for redemption, and without premium; provided, that during any period in
which ownership of the Bonds is determined only by a book entry at a securities depository for
the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate
are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be
selected in accordance with the arrangements between the Issuer and the securities depository.
B-2
THE BONDS are also subject to mandatory redemption in part by lot pursuant to the
term s of the Bond Ordinance on February 15, 20_, with respect to Bonds maturing February 15,
20_, in the following years and in the following amounts, at a price eq ual to the principa l
amount thereof and accrued and unpaid interest to the date of redemption , without premium:
Year Principal Amount ($)
* Final Maturity
To the extent, however, that Bonds subject to sinking fund redemption have been previously
purchased or called for redemption in part and otherwise than from a sinking fund redemption
payment, each annual sinking fund payment for such Bond shall be reduced by the amount
obtained by multiplying the principal amount of Bonds so purchased or redeemed by the ratio
which each remaining annual sinking fund redemption payment for such Bonds bears to the total
remaining sinking fund payments, and by rounding each such payment to the nearest $5,000
integral ; provided, that during any period in which ownership of the Bonds is determined only by
a book entry at a securities depository for the Bonds , the particular Bonds to be called for
mandatory redemption shall be selected in accordance with the arrangements between the City
and the securities depository.
NOTICE OF any such redemption of Bonds shall be given in the following manner, to-
wit, a written notice of such redemption shall be given to the registered owner of each Bond or a
portion thereof being called for redemption not Jess than 30 days prior to the date fixed for such
redemption by depositing such notice in the United States mail, first-class postage prepaid,
addressed to each such registered owner at his address shown on the Registration Books of the
Paying Agent/Registrar. Any notice so mailed shall be conclusively presumed to have been duly
given notwithstanding whether one or more registered owners may have failed to have received
such notice. By the date fixed for any such redemption due provision shall be made by the Issuer
with the Pay ing Agent/Registrar for the payment of the required redemption price for this Bond
or the portion hereof which is to be so redeemed . If such notice of redemption is given, and if
due provision for such payment is made, all as provided above, this Bond or the portion hereof
which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled
maturity , and shall not be regarded as being Outstanding except for the right of the registered
owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided
for such payment. The Paying Agent/Registrar shall record in the Registration Books all such
redemptions of principal amount of this Bond or any portion hereof. If a portion of any Bond
shall be redeemed a substitute Bond or Bonds having the same maturity date , bearing interest at
the same rate , in any denomination or denominations in any Authorized Denomination at the
written request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance. The years of
maturity of the Bonds called for such redemption shall be selected by the Issuer. The Bonds or
portions thereof redeemed within a maturity shall be selected by lot or other customary random
method selected by the Paying Agent/Registrar in accordance with any requirements of a
securities depository , if applicable (provided that a portion of a Bond may be redeemed only in
an Authorized Denomination).
B-3
THE FOREGOING PARAGRAPH NOTWITHSTANDING, with respect to any optional
redemption of the Bonds, unless certain prerequisites to such optional redemption required by the
Bond Ordinance have been met an d money sufficient to pay the principal of, premium , if any,
and interest on the Bonds to be redeemed will have been received by the Paying Agent/Registrar
prior to giving such notice, such notice may state that the optional redemption will, at the option
of the City, be conditional upon the satisfaction of such prerequisites and receipt of such money
by the Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any
prerequisite set forth in the notice of redemption. If a conditional notice of redemption is given
and such prerequisites to the redemption are not satisfied, such notice will be of no force and
effect, the City will not redeem such Bonds and the Paying Agent/Registrar will give notice in
the manner in which the notice of redemption was given, to the effect that such Bonds will not be
redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in the denomination of any Authorized Denomination. As provided in the Bond
Ordinance, this Bond may , at the request of the registered owner or the assignee or assignees
hereof, be assigned, transferred, converted into and exchanged for a like aggregate amount of
fully registered Bonds, without interest coupons, payable to the appropriate registered owner,
assignee or assignees, as the case may be, having any authorized denomination or denominations
as requested in writing by the appropriate registered owner, assignee or assignees , as the case
may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in
accordance with the form and procedures set forth in the Bond Ordinance. Among other
requirements for such assignment and transfer, this Bond must be presented and surrendered to
the Paying Agent/Registrar at the Designated Trust Office, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Bond or any portion or portions hereof in any authorized
denomination to the assignee or assignees in whose name or names this Bond or any such portion
or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this
Bond may be executed by the registered owner to evidence the assignment hereof, but such
method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the registered owner. The one requesting such conversion and
exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and
charges for converting and exchanging any Bond or portion thereof. In any circumstance, any
taxes or governmental charges required to be paid with respect thereto shall be paid by the one
requesting such assignment, transfer, conversion or exchange, as a condition precedent to the
exercise of such privilege . The foregoing notwithstanding, in the case of the conversion and
exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such
fees and charges of the Paying Agent/Registrar will be paid by the Issuer. The Paying
Agent/Registrar shall not be required (i) to make any such transfer, conversion or exchange
during the period beginning at the opening of business 30 days before the day of the first mailing
of a notice of redemption and ending at the close of business on the day of such mailing, or (ii) to
transfe'r , convert or exchange any Bonds so selected for redemption when such redemption is
scheduled to occur within 30 calendar days; provided, however, such limitation of transfer shall
not be applicable to an exchange by the registered owner of an unredeemed balance of a Bond
called for redemption in part.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns , or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, whose
B-4
qualifications are substantially similar to the previous Paying Agent/Registrar it is replacin g, 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 providing notice, holding,
de! ivering or transferring this Bond shall be modified to require the appropriate person or entity
to meet the requirements of the securities depository as to registering or transferring the book
entry to produce the same effect.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Master Ordinance and the Bond Ordinance,
agrees to be bound by such terms and provisions, acknowledges that the Master Ordinance and
the Bond Ordinance are duly recorded and available for inspection in tqe official minutes and
records of the Issuer, and agrees that the terms and provisions of this Bond, the Master
Ordinance and the Bond Ordinance constitute a contract between each registered owner hereof
. and the Issuer.
THE BONDS are special obligations of the Issuer payable solely from and equally
secured by a first lien on and pledge of the Pledged Revenues of the System. The Issuer has
reserved the right, subject to the restrictions stated, and adopted by reference, in the Master
Ordinance, to issue additional parity revenue obligations which also may be made payable from
and secured by a first lien on and pledge of, the Pledged Revenues. For a more complete
description and identification of the revenues and funds pledged to the payment of the Bonds,
and other obligations of the Issuer secured by and payable from the same source or sources as the
Bonds, reference is hereby made to the Master Ordinance and the Bond,Ordinance .
THE ISSUER has reserved the right, subject to the restrictions _ stated, and adopted by
reference, in the Bond Ordinance, to amend the Bond Ordinance; and under some (but not all)
circumstances amendments must be approved by the owners of a majority in Outstanding
Principal Amount of the Bonds .
THE REGISTERED OWNER HEREOF shall never have the right to demand payment of
this obligation out of any funds raised or to be raised by taxation.
IT IS HEREBY certified and covenanted that this Bond has been duly and validly
authorized, issued and delivered; and that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Bond have been performed, existed and been done in accordance with law.
B-5
IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed
manual or facsi mile signature of th e Mayor, attested by the imprinted or lithographed facs imile
s ig na ture of the City Secretary , and approved as to form and legality by the imprinted or
li th ographed facsimile signature of the City Attorney, and the official seal of the Issuer has been
duly affixed to, printed , lithographed or impressed on this Bond.
ATTEST:
City Secretary,
City of Fort Worth , Texas
CITY OF FORT WORTH, TEXAS
By~~~~~~~~~~
Mayor, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY: (SEAL)
City Attorney, City of Fort Worth, Texas
B-6
OFFICE OF COMPTROLLER
STATE OF TEXA S
REGISTER NO. -----
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas .
Witness my signature and seal this ---------
Comptroller of Public Accounts of the State of Texas
(SEAL)
PA YING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the prov1s10ns of the
proceedings adopted .by the Issuer as described in the text of this Bond; and that this Bond has
been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of
an issue which originally was approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts of the State of Texas.
Dated -------BOKF,NA,
Paying Agent/Registrar
By _____________ _
Authorized Signatory
B-7
ASSIGNMENT
FOR VALUE REC E IVED , the undersigned hereby sells, assigns and tran sfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
I I -------------
(Please print or typewrite name and address, including zip code of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the books kept for registration thereof,
with full power of substitution in the premises.
Dated: -------
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature(s) above must
a member firm of the New York Stock correspond with the · name of the Registered
Exchange or a commercial bank or trust Owner as it appears upon the front of this Bond
company. in every particular, without alteration or
enlargement or any change whatsoever.
B-8
The Initial Bond shall be in the form set forth above,. except that the form of the single fully
registered Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the headings "Maturity Date", "Interest
Rate", "Delivery Date" and "CUSIP" shall be omitted; and
(ii) Paragraph one shall read as follows:
Registered Owner:
Principal Amount:
Delivery Date: July 14, 2021
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "Issuer") promises to pay to the Registered Owner named above, or the registered
assigns thereof, the Principal Amount hereinabove stated on February 15 in each of the years and
in principal installments in accordance with the following schedule:
(Information to be inserted from the Official Bid Form)
and to pay interest thereon from the delivery date specified above, on February 15, 2022 and
semiannually on each August 15 and February 15 thereafter to the maturity date specified above,
or to the date of redemption prior to maturity, at the interest rate per annum specified above.
Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
B-9
Exhibit C
to Thirty-Seventh
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Thirty-Seventh Supplement.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to) below:
Tables I through I 5 contained in the Official Statement; and
"Excerpts from the Annual Financial Report", as set forth in Appendix B to the
Official Statement
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to above.
C-1
THE STA TE OF TEXAS
COUNTIES OF TARRANT, DENTON , WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Mary J. Kayser, City Secretary of the City of Fort Worth, in the State of Texas, do
hereby certify that I have compared the attached and foregoing excerpt from the minutes of the
regular, open, public meeting of the City Council of the City of Fort Worth, Texas held on April
13 , 2021, and of the ordinance authorizing the issuance of Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2021, 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 w as open to the public , and public notice of the time, place, and purpose of said meeting
was given, all as required by Chapter 551 , Texas Government Code, as amended.
In testimon ~ whereof, I have set my hand and have hereunto affixed the seal of said City
of Fort Worth , this{!fl!aay of April , 2021. /
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 04/13/21 M&C FILE NUMBER: M&C 21-0262
LOG NAME: 13SERIES 2021 WATER SEWER REVENUE REFUNDING & IMPROVEMENT BOND
SUBJECT
(ALL) Adopt Attached Thirty-Seventh Supplemental Ordinance Authorizing Issuance of City of Fort Worth , Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2021 , in an Aggregate Principal Amount Not to Exceed $170 ,745,000 .00 , Establishing
Parameters with Respect to the Sale of the Bonds , Delegating to Designated City Officials Authority to Effect the Sale of Bonds , and Enacting
Other Provisions Relating to the Subject , Adopt Attached Amended and Restated Thirty-Second Supplemental Ordinance, which Mirrors the Prior
Thirty-Second Supplement but Extends the Term of Delegated Authority and Makes Minor Conforming Changes ; and Adopt
Attached Appropriation Ordinances
RECOMMENDATION:
It is recommended that the City Council :
1 . Adopt the attached thirty-seventh supplemental ordinance (i) authorizing the issuance of City of Fort Worth , Texas Water and Sewer System
Revenue Refunding and Improvement Bonds , Series 2021 , in an aggregate principal amount not to exceed $170,745 ,000 .00, (ii) approving
the sale of the bonds subject to meeting certain parameters being met, (iii) delegating to designated City officials authority to effect the sale;
(iv) approving execution of an agreement for the retirement of the refunded obligations , if any , and other instruments related to the issuance
of the bonds , (v) providing for the establishment of rates and collection of revenues sufficient to pay the principal and interest on said bonds ;
and (vi) enacting other provisions related thereto ;
2 . Adopt the attached ordinance increasing estimated receipts and appropriations in the Water and Sewer Revenue Bonds Series 2021 Fund
by $128 ,000 ,000.00 , subject to the sale of bonds and receipt of proceeds , for the purpose offunding capital improvements and paying the
costs of issuance , with such amount subject to reduction to conform to final figures reflected in bond closing documents and with any excess
cost of issuance funds remaining after closing being transferred to the water and sewer debt service fund ;
3 . Adopt the attached ordinance increasing estimated receipts and appropriations in the Water Prior Lien Debt Service Fund in the amount of
$44 ,000 ,000 .00 , subject to the sale of the bonds and receipt of proceeds , for the purpose of funding the required escrow to refund existing
debt, with such amount subject to reduction to conform to final figures reflected in bond closing documents ;
4. Adopt the attached ordinance increasing estimated receipts and appropriations in the Water and Sewer Fund in the amount of $500 ,000.00,
subject to the sale of the bonds and receipt of proceeds , for the purpose of paying cost of issuance related to the refunding bonds, with such
amount subject to reduction to conform to final figures reflected in bond closing documents and with any excess cost of issuance funds
remaining after closing being transferred to the water and sewer debt service fund ; and
5 . Adopt the attached amended and restated thirty-second supplemental ordinance , which mirrors the prior thirty-second supplement in (i)
authorizing issuance and sale of City of Fort Worth , Texas Water and Sewer System Revenue Refunding Bonds in an aggregate principal
amount not to exceed $150 ,000 ,000.00 to allow outstanding commercial paper to be refunded/refinanced if needed , (ii) approving the sale
of the bonds subject to certain parameters being met, (iii) authorizing instruments related to the issuance of the bonds , (iv) providing for the
establishment of rates and collection of revenues sufficient to pay the principal and interest on said bonds , (v) waiving the provision in the
Financial Management Policy Statements that outlines the revenue debt of the City shall generally have an average life of approximately
seventeen-to-eighteen years , and (vi) extending the delegated authority to affect the sale of refunding bonds through May 31, 2022.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to adopt ordinances associated with revenue-based debt financing of
infrastructure for the City's Water and Sewer System . The actions include authorizing bonds for system improvements and to refinance existing
Water and Sewer debt obligations to achieve a net savings (Thirty-Seventh Supplement), extending standby refunding authority to facilitate the
System's Commercial Paper (CP) program (Amended and Restated Thirty-Second Supplement), and adopting associated appropriation
ordinances.
Thirty-Seventh Supplement
The first four recommendations relate to the thirty-seventh supplemental ordinance , which authorizes issuance and sale of up to $170,745 ,000 .00
in Water and Sewer system revenue refunding and improvement bonds , in one or more series, for the purpose of (i) extending and improving the
system , (ii) refinancing existing Water and Sewer debt obligations to achieve net savings, and (iii) paying the costs of issuance of the bonds , and
to the appropriation of the bond proceeds . The proposed debt transaction includes $126 ,800 ,000.00 in new money to fund capital projects in
alignment with the Water Department's Capital Improvement Program with the balance of the debt proceeds to be used to refund other debt to
achieve savings.
It is the City's practice to achieve positive debt service savings through refinancing when the opportunity presents itself. Staff and the City's Co-
Financial Advisors Hilltop Securities and Estrada Hinojosa , are recommending the callable Series 2011 Water and Sewer System Revenue
Bonds be refunded , with a par amount outstanding of $43,045 ,000.00 . The actual savings amount will not be determined until the time bids are
received. However, in accordance with the City 's Financial Management Policy Statements , the ordinance provides that the refunding debt shall
not be sold unless the sale will result in net present value savings of at least 3.50 percent of the par amount being refunded . Currently , the refunding
is projected to provide 12 .10 percent net present value savings , or $5,241 ,776 .00 .
In 1991 , the City adopted a master ordinance establishing a Water and Sewer System Revenue Financing Program for the Water Department.
Each time the Water Department issues debt, a supplemental ordinance must be adopted which contains details specific to the debt being issued .
This issuance would be the thirty-seventh supplemental ordinance since the master ordinance was adopted. The ordinance provides delegated
authority to the City Manager and Chief Financial Officer, individually, to effect the sale of the bonds. Staff is recommending that these bonds be
sold through a competitive bid sale with the City Manager or the Chief Financial Officer being authorized to approve the terms of the sale so long
as it comes within the parameters set forth in the Council-adopted ordinance. Key parameters include: bonds must be rated in one of the four
highest generic rating categories (BBB or higher); the maximum maturity is February 15 , 2051 ; and the maximum net effective interest rate is 3 .25
percent.
Rating agency calls with Fitch and S&P will be conducted prior to the sale of the bonds with the bonds expected to be offered for sale
approximately two weeks after ratings are received. Subsequent to the pricing and awarding the sale of the bonds , the City will seek approval of
the debt transactions from the Texas Attorney General with an estimated closing date approximately one month after the award of sale .
The attached appropriation ordinances reflect the maximum appropriation amount for bond proceeds for each of the identified purposes . The
ordinances' structure accommodates variables associated with sale of debt under delegated authority such as the uncertain final interest rate to be
achieved and the possibility of a premium or discount being associated with the sale of the bonds. To the extent numbers at closing are less than
those reflected in each of the ordinances , the available appropriation amount will be reduced as needed to reflect final figures based on the
closing documents to ensure appropriations do not exceed actuals . Similarly , to the extent there are any remaining proceeds after paying cost of
issuance expense , those funds are to be moved to the Water Prior Lien Debt Service Fund .
Amended and Restated Thirty-Second Supplement
This M&C also adopts an amended and restated thirty-second supplemental ordinance , which provides the officials identified and designated as
pricing officers with the authority to issue up to $150 ,000 ,000.00 in Water and Sewer revenue refunding bonds if needed to facilitate the system's
CP program. As approved by the City Council in December 2017 , the CP program authorizes up to $150,000 ,000 .00 in short-term commercial
paper for the Water and Sewer System to be outstanding at any time (M&C C-28496). Although it is not anticipated that commercial paper would
actually be issued very regularly, the program authority provides the Water Department with liquidity and contracting authority so that it can
efficiently design and commence capital projects that are ultimately planned to be financed out of longer term debt to be issued at a later date. As
the program is structured , an issue of commercial paper cannot have a maturity that is later than the 270th day after the date on which the paper is
initially issued. The thirty-second supplemental is an integral part of the CP program because it provides delegated authority that allows refunding
bonds to be issued, within certain parameters , in the unlikely event that commercial paper is actually issued and cannot otherwise be retired or
remarketed by the 270th day .
The thirty-second supplemental ordinance was initially adopted by M&C C-28496 and previously amended and restated (M&Cs G-19266 , G-
19531 , and M&C 20-0224 ). Among the parameters the ordinance sets for issuance of Water and Sewer revenue refunding bonds is that the
bonds bear a "net effective interest rate" (as defined in and calculated in accordance with the provisions of Chapter 1204, Texas Government
Code) that is no greater than 10 .00 percent. In accordance with the practice of the Texas Attorney General, the prior versions of the thirty-second
supplemental ordinance provided delegated authority that would expire a year after the ordinance (original or restated) was adopted . Adoption of
the attached amended and restated version of the thirty-second supplemental ordinance extends the delegated authority of the pricing officers to
effect sale of all or any portion of up to $150,000 ,000 .00 in revenue refunding bonds through May 31 , 2022 . Prior restated versions of the thirty-
second supplemental ordinance incorporated minor changes reflecting the impact of federal tax law changes on advance refunding and adding to
the list of events that require disclosure under federal securities regulations . Because ongoing authority to issue refunding bonds is needed for
proper operation of the CP program , a newly amended and restated thirty-second supplemental ordinance will be needed on an annual basis to
extend the period of delegated authority . Staff anticipates bringing forward an amended and restated thirty-second supplemental ordinance each
year as part of the City's annual debt issuance process .
A Form 1295 is not required because : This M&C does not request approval of a contract with a business entity .
FISCAL INFORMATION/ CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinances , the
sale of the 2021 Water and Sewer System Revenue and Refunding Bonds will occur as required under the parameters set forth therein and that
funds will be available in the Water Prior Lien Debt Service Fund and the W&S Rev Bonds Series 2021 Fund to record the appropriate and
necessary transactions. Pursuant to the recommended actions, appropriation authority up to $150 ,000,000.00 will be restored in the W&S
Commercial Paper Fund . Prior to any expenditures being incurred, the Water Department has the responsibility to validate the availability of
funds .
Submitted tor City Manager's Office by: Jay Chapa 5804
Originating Business Unit Head: Reginald Zeno 8517
Additional Information Contact: Alex Laufer 2268