HomeMy WebLinkAboutOrdinance 26096-04-2023ORDINANCE NO . 26096-04-2023
FORTIETH SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH , TEXAS WATER AND
SEWER SYSTEM REVENUE BONDS, SERIES 2023, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $190 ,000 ,000); ESTABLISHING
PARAMETERS WITH RESPECT TO THE SALE OF THE BONDS;
DELEGATING TO THE DESIGNATED CITY OFFICIALS THE AUTHORITY
TO EFFECT THE SALE OF THE BONDS ; ENACTING OTHER PROVISIONS
RELATING TO THE SUBJECT; AND DECLARING AN IMMEDIATE
EFFECTIVE DA TE
THE STA 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, and has outstanding long-term indebtedness that is rated by a nationally recognized
rating agency for municipal securities in one of the four highest rating categories for long-term
obligations, 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 (an y such
ordinance being a "Supplement"); and
WHEREAS , pursuant to the terms of the Master Ordinance , the City has adopted thirty-
nine 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",
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"Twenty-Eighth Supplement", "Twenty-Ninth Supplement", "Thirtieth Supplement", "Thirty-
First Supplement", "Thirty-Second Supplement", "Thirty-Third Supplement", "Thirty-Fourth
Supplement", "Thirty-Fifth Supplement", "Thirty-Sixth Supplement", "Thirty-Seventh
Supplement", "Thirty-Eighth Supplement" and "Thirty-Ninth Supplement", respectively , and the
"Prior Supplements", collectively) pursuant to which (i) the City of Fort Worth , Texas Water and
Sewer System Revenue Refunding Bonds, Series 1991 A and Series 199 IB , the City of Fort
Worth, Texas Water and Sewer System Revenue Refunding Bonds , Series 1993 , the City of Fort
Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series
1996, the City of Fort Worth , Texas Water and Sewer System Revenue Refunding and
Improvement Bonds , Series 1997, the City of Fort Worth , Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 1998 , the City of Fort Worth , Texas Water
and Sewer System Revenue Bonds , Series 2000 , the City of Fort Worth, Texas Water and Sewer
System Revenue Refunding and Improvement Bonds, Series 2000B, the City of Fort Worth ,
Texas Water and Sewer System Revenue Bonds, Series 2001 , the City of Fort Worth, Texas
Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2003 , the City of
Fort Worth , Texas Water and Sewer System Revenue Refunding Bonds, Series 2003A , the City
of Fort Worth , Texas Water and Sewer System Auction Rate Revenue Bonds , Series 2004, the
City of Fort Worth , Texas Water and Sewer System Revenue Refunding and Improvement
Bonds , Series 2005 , the City of Fort Worth , Texas Water and Sewer System Revenue Refunding
Bonds, Series 2005A, the City of Fort Worth , Texas Water and Sewer System Revenue Bond s,
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 201 OA , the
City of Fort Worth , Texas Water and Sewer System Revenue Bonds , Series 201 OB, the City of
Fort Worth, Texas Water and Sewer System Revenue Bonds , Series 201 OC , 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 Sy stem 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
Sy stem 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 Bond s, Series 2017 A , 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 Sy stem Revenue Bonds , Series 2020 , the City of Fort Worth , Texas Water and Sewer
System Revenue Refunding and Improvement Bonds, Series 2020A , the City of Fort Worth,
Texas Water and Sewer System Revenue Refunding and Improvement Bonds , Series 2021 , and
the City of Fort Worth , Texas Water and Sewer System Revenue Bonds , Series 2022 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 , (iii) the City
of Fort Worth , Texas Water and Sewer System Revenue Refunding Bonds , Taxable Series 2022
were authorized but did not issue , with such authority having expired and not been renewed , and
(iv) the City entered into two respective ISDA Master Agreements (referred to herein as the
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"Swap Agreements"), one with Lehman Brothers Special Financing Inc., and the other with
GBDP, L.P.; and
WHEREAS , the aforesaid Series 1991 A Bonds, Series 1991 B Bonds , Series 1993 Bonds,
Series 1996 Bonds, Series 1997 Bonds, Series I 998 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 0A ,
Series 20 I OB , Series 20 I 0C Bonds, Series 201 I Bonds and Series 2012 Bonds are no longer
Outstanding, and the aforesaid Series 2009 Bonds, Series 2014 Bonds , Series 2015 Bonds , Series
2015A Bonds, Series 2015B Bonds, Series 2016 Bonds, Series 2017 Bonds , Series 2017 A
Bonds , Series 2017B Bonds , Series 2018 Bonds, Series 2019 Bonds , Series 2020 Bonds, Series
2020A Bonds, Series 2021 Bonds and Series 2022 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 , no bonds were sold under authority of the Thirty-Eighth Supplement, and
the authority to sell bonds under the Thirty-Eighth Supplement has expired and was not renewed ;
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 Fortieth Supplement are to be issued for the
purpose of extending and improving the City's combined water and sewer system , as further
described in this Fortieth Supplement; and
WHEREAS , the bonds authorized by the terms of this Fortieth Supplement will
constitute Parity Obligations under the terms of the Master Ordinance ; 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 Fortieth
Supplement, subject to the parameters described in this Fortieth 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 Fortieth Supplement, the terms used in this Fortieth 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 Fortieth Supplement. Any references in this Fortieth
Supplement to the "FORM OF BOND" shall be to the form of the Bonds as set forth in Exhibit B
to this Fortieth Supplement.
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Section 2. BONDS AUTHORIZED. That there shall be authorized to be issued , sold ,
and delivered hereunder the Bonds , payable to the respective initial regi stered owners thereof, or
to the registered assignee or assignees of the Bonds or an y portion or portions thereof, in an
Authorized Denomination. The Bonds are hereby authorized to be issued in an aggregate
principal amount not to exceed $190 ,000 ,000 for the purpose of (i) extending and improving the
System and (ii) paying the costs of issuance of the Bonds . The Bonds shall be designated as the
"City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2023". The
Bonds are authorized pursuant to Chapter 1371 , Chapter 1502 and other applicable laws of the
State of Texas. The City Council hereby delegates to the Authorized Representative the decision
to conduct the sale of the Bonds in the manner provided in this Fortieth Supplement. By
adoption of this Fortieth 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 Fortieth Supplement.
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 , 2053 , 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 and the Official Bid Form , in the case of Bonds sold through a competitive sale , and
the Bond Purchase Agreement, in the case of Bonds sold through a negotiated sale. 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 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 in the name as set forth in the
Official Bid Form , in the case of Bonds sold through a competitive sale , or the Bond Purchase
Agreement, in the case of Bonds sold through a negotiated sale , 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. (i) Method of Sale. As authorized by Chapter 13 71 , each
Authorized Representative is hereby authorized to effect the sale of all or any of the Bonds
authorized to be sold by this Fortieth Supplement, whether by competitive sale, or by negotiated
sale conducted either through a public underwriting of the Bonds , a private placement of the
Bonds, or both . The determination of each Authorized Representative , acting for and on behalf
of the City , relating to the method of and the terms and conditions relating to the sale of Bonds
pursuant to this Fortieth Supplement shall have the same force and effect as if such
determination were made by the City Council. In effecting the sale of the Bonds authorized to be
sold by this Fortieth Supplement, each Authorized Representative , acting for and on behalf of the
City , may determine any additional or different designation or title by which any series of Bonds
shall be known , and the aggregate principal amount of Bonds, if any , to be issued . The sale of
the Bonds, including specifically the terms of the purchase price of the Bonds , shall be subject to
the limitations set forth in Section 2 of this Fortieth Supplement, and the provisions in subsection
(e) of this Section. Prior to the delivery of any Bonds authorized to be sold by this Fortieth
Supplement, whether by competitive sale or negotiated sale , an Authorized Representative shall
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execute a certificate (a "Pricing Certificate") addressing the matters described in this subsection
with respect to the Bonds sold under authority granted by this Fortieth Supplement.
(ii) Competitive Sale. 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 Fortieth 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 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 Issuer, 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 , the use of municipal bond insurance for 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 thereby . The
Bonds so sold shall be sold at such price as such Authorized Representative shall determine to be
the most advantageous to the City, which determination shall be evidenced by the execution
thereby of the Official Bid Form submitted by the best and winning bidder. The Bonds shall
bear interest at the rates per annum set forth in the Official Bid Form accepted as the best bid.
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 shall 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 .
(iii) Negotiated Sale -Underwriting. Each Authorized Representative , acting for and on
behalf of the City, is hereby authorized to sell all or any portion of the Bonds authorized to be
sold by this Fortieth Supplement by a negotiated sale conducted as a public underwriting, and
should each Authorized Representative determine to sell Bonds by negotiated sale conducted as
a public underwriting, each Authorized Representative may designate the senior managing
underwriter for the Bonds so sold by a negotiated sale pursuant to this Section 3(b )(iii), and such
additional investment banking firms as deemed appropriate by each Authorized Representative
to assure that the Bonds are sold on the most advantageous terms to the City. Should Bonds be
sold through a negotiated sale conducted as a public underwriting, each Authorized
Representative , acting for and on behalf of the City, is authorized to enter into and carry out a
Bond Purchase Agreement with the Underwriters for the Bonds, at such price, with and subject
to such terms as determined by each Authorized Representative , subject to the provisions of this
Fortieth Supplement. One Bond in the principal amount maturing on each maturity date as set
forth in the Bond Purchase Agreement shall be delivered to the Underwriters , and the
Underwriters shall have the right to exchange such Bonds as provided in Section 5 hereof
without cost. The Bonds shall initially be registered in the name designated by the Underwriters
as set forth in a Bond Purchase Agreement. 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
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nevertheless be valid and sufficient for all purposes the same as if such officer had remained in
office until such delivery. The Bond Purchase Agreement shall be in the form and substance as
shall be acceptable to the Authorized Representative , including , without limitation , to contain
such terms and conditions as may be provided in accordance with subsection (d) of this Section.
(iv) N egotiated Sale -Private Placement. Each Authorized Representative , acting for
and on behalf of the City, is hereby authorized to sell all or any portion of the Bonds authorized
to be sold by this Fortieth Supplement by a negotiated sale conducted as a private placement, and
should each Authorized Representative determine to sell Bonds by negotiated sale conducted as
a private placement, each Authorized Representative may negotiate the sale of Bonds pursuant to
this Section 3(b )(iv) with a bank or other financial institutions as deemed appropriate by each
Authorized Representative to assure that the Bonds are sold on the most advantageous terms to
the City . Should Bonds be sold through a negotiated sale conducted as a private placement, each
Authorized Representative , acting for and on behalf of the City, is authorized to enter into and
carry out a Bond Purchase Agreement with the Purchaser of the Bonds, at such price, with and
subject to such terms as determined by each Authorized Representative , subject to the provisions
of this Fortieth Supplement. One Bond in the principal amount maturing on each maturity date
as set forth in the Bond Purchase Agreement shall be delivered to the Purchaser, and the
Purchaser shall have the right to exchange such Bonds as provided in Section 5 hereof without
cost. The Bonds shall initially be registered in the name designated by the Purchaser as set forth
in a Bond Purchase Agreement. 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. The Bond Purchase Agreement shall be in the form and substance as shall be
acceptable to the Authorized Representative, including , without limitation , to contain such terms
and conditions as may be provided in accordance with subsection (d) of this Section.
(c) General; Other Parameters. (i) 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 connection with
Bonds sold through a competitive sale, or the Underwriters , in connection with Bonds sold
through a negotiated sale, 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
Purchasers of the Bonds, in connection with Bonds sold through a competitive sale , or the
Underwriters , in connection with Bonds sold through a negotiated sale. The Bonds shall not
have a true interest cost in excess of 6.00% and shall not have a net effective interest rate ,
calculated in accordance with Chapter 1204 , Texas Government Code , in excess of 15%.
(ii) An Authorized Representative shall not execute the Official Bid Form or a Bond
Purchase Agreement unless (A) the Bonds 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
1371 , and (B) the best bidder, in the case of Bonds sold pursuant to a competitive sale , each
Underwriter, in the case of Bonds sold pursuant to a negotiated sale conducted as a public
offering, or the Purchaser, in the case of Bonds sold pursuant to a negotiated sale conducted as a
private placement, 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
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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 an y 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.
(iii) The foregoing notwithstanding, the purchase price to be paid for the Bonds sold
pursuant to this Fortieth Supplement shall not be less than 95% of the aggregate principal
amount thereof. The authority delegated to the Authorized Representative to effect the sale of
the Bonds expires at the close of business on September 30 , 2023.
( d) Bond Purchase Agreement. Should Bonds be sold by a negotiated sale , each
Authorized Representative is hereby authorized , appointed , and designated to act on behalf of the
City in the selling and delivering the Bonds and carrying out the other procedures specified in
this Fortieth Supplement, including determining and fixing the date of the Bonds, any additional
or different designation or title by which the Bonds shall be known , the aggregate principal
amount of the Bonds 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 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 Issuer, as well as any mandatory sinking fund redemption provisions , and all other matters
relating to the issuance, sale, and delivery of the Bonds, including, without limitation , the use of
municipal bond insurance for the Bonds, all of which shall be specified in the Bond Purchase
Agreement. Each Authorized Representative , acting for and on behalf of the City , is authorized
to enter into with the Underwriters, in the case of Bonds sold through a negotiated sale
conducted as a public underwriting , and the Purchaser, in the case of Bonds sold through a
negotiated sale conducted as a private placement, and to carry out the conditions specified in a
Bond Purchase Agreement for the Bonds, at such price and subject to such terms as are set forth
therein.
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, in the case of Bonds sold through a competitive
sale, or the Bond Purchase Agreement, in the case of Bonds sold through a negotiated sale.
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 matui:ity or maturities and
the amounts to be redeemed and shall direct the Paying Agent/Registrar to call by lot Bonds , or
portions of Bonds, within a maturity and in the principal amounts for redemption; provided , that
during any period in which ownership of the Bonds is determined only by a book entry at a
securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and
bearing the same interest rate are to be redeemed , the particular Bonds shall be selected in
accordance with the arrangements between the City and the securities depository . The FORM
OF BOND shall be revised to reflect any optional redemption of the Bonds , to the extent
provided in the Bidding Instructions and incorporated by reference into the Official Bid Form
accepted by an Authorized Representative as the best bid on the Bonds, in connection with a
competitive sale , or to the extent provided in the Bond Purchase Agreement, executed in
connection with a negotiated sale . 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.
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(b) Mandatory Redemption. Should the Official Bid Form or a Bond Purchase
Agreement, as the case may be, 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, in connection with a competitive sale , or to the extent provided in the Bond
Purchase Agreement, executed in connection with a negotiated sale.
(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
fixed for such redemption by depositing such notice in the United States mail , first-class postage
prepaid, addressed to each such registered owner at the address shown on the Registration Books
of the Paying Agent/Registrar. By the date fixed for any such redemption due provision shall be
made by the City with the Paying Agent/Registrar for the payment of the required redemption
price for the Bonds or the portions thereof which are to be so redeemed. If such notice of
redemption is given , and if due provision for such payment is made , all as provided above , the
Bonds, or the portions thereof which are to be so redeemed , thereby automatically shall be
redeemed prior to their scheduled maturities, and shall not be regarded as being Outstanding
except for the right of the owner to receive the redemption price from the Paying Agent/Registrar
out of the funds provided for such payment. The Paying Agent/Registrar shall record in the
Registration Books all such redemptions of principal of the Bonds or any portion thereof. If a
portion of any Bond shall be redeemed , a substitute Bond or Bonds having the same maturity
date , bearing interest at the same rate , in any Authorized Denomination at the written request of
the owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be
issued to the owner upon the surrender thereof for cancellation , at the expense of the City, all as
provided in this Fortieth 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 dis seminates 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 g e neral mailing date of such notice. The Pay ing
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 O F BOND or otherwise by
this Fortieth 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
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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 Pay ing 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
agent to keep such books or records and make such registrations of transfers , conversions and
exchanges under such reasonable regulations as the City and the Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations , transfers , conversions
and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the
Registration Books the address of the owner of each Bond to which payments with respect to the
Bonds shall be mailed , as herein provided; but it shall be the duty of each owner to notify the
Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such
interest payments shall not be mailed unless such notice has been given. The City shall have the
right to inspect, at the Designated Trust Office 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, befo(e the delivery of an y 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 Pay ing
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 con version 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 v alid ,
incontestable, and enforceable in the same manner and with the same effect as the Bond s which
initially were issued and delivered pursuant to this F ortieth Supplement, approved by the
Attorney General , and registered by the Comptroller. A s of the date this Fortieth Supplement is
approved by the City , the City has been advised that the Designated Trust Office of the Paying
Agent/Registrar is it s Dallas , Texas corporate trust office.
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(b) Payment of Bonds and Interest. The City hereby further appoints the Pay ing
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 Fortieth Supplement. The Pay ing Agent/Registrar
shall keep proper records of all payments made by the City and the Paying Agent/Registrar with
respect to the Bonds.
( c) In General. The Bonds (i) shall be issued in fully registered form , without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities , (iii) may be transferred
and assigned, (iv) may be converted and exchanged for other Bonds , (v) shall have the
characteristics, (vi) shall be signed , sealed , executed and authenticated , (vii) shall be payable as
to principal and interest, and (viii) shall be administered and the Paying Agent/Registrar and the
City shall have certain duties and responsibilities with respect to the Bonds, all as provided , and
in the manner and to the effect as required or indicated , in the FORM OF BOND. The Bonds
initially issued and delivered pursuant to this Fortieth 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 Fortieth Supplement the
Paying Agent/Registrar shall execute the Authentication Certificate.
(d) Substitute Paying Agent/Registrar. The City covenants with the owners of the Bonds
that at all times while the Bonds are Outstanding a competent and legally qualified entity shall
act as and perform the services of Paying Agent/Registrar for the Bonds under this Fortieth
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 s ixty (60) day s 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 Fortieth Supplement. Upon
any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall
transfer and deliver the Registration Books ( or a copy thereof), along with all other pertinent
books and records relating to the Bonds, to the new Paying Agent/Registrar designated and
appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will
cause a written notice thereof to be sent by the new Paying Agent/Registrar to each owner of the
Bonds, by United States mail, first-class postage prepaid , which notice also shall give the address
of the new Paying Agent/Registrar. By accepting the position and performing as such , each
Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Fortieth
Supplement, and a certified copy of this Fortieth Supplement shall be delivered to each Pa y ing
Agent/Registrar.
(e) Reportable Payments . With respect to the Bonds, to the extent required by the Code
and the regulations 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
Comptroller's Registration Certificate to be attached only to the Bonds initially issued and
delivered pursuant to this Fortieth 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 Fortieth Supplement.
(b) Printing Bond Counsel Opinion and Statement of Insurance . The printer of the Bonds
is hereby authorized to print on the Bonds the form of bond counsel's opinion relating to the
Bonds and is hereby authorized to print on the Bonds an appropriate statement of insurance
furnished by a municipal bond insurance company providing municipal bond insurance , if any ,
covering all or any part of the Bonds.
Section 7. ESTABLISHMENT OF FINANCING PROGRAM AND ISSUANCE OF
PARITY OBLJGA TIONS . 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 re venue supported debt
of the System can be incurred. This Fortieth Supplement provides for the authorization ,
issuance , sale , delivery , form , characteristics, provisions of payment and redemption , and
security of the Bonds, which are a series of Parity Obligations. The Master Ordinance is
incorporated herein by reference and as such made a part hereof for all purposes , except to the
extent modified and supplemented hereby , and the Bonds are hereby declared to be Parity
Obligations under the Master Ordinance. The City hereby determines that it will have sufficient
funds to meet the financial obligations of the System , including sufficient Pledged Revenues to
satisfy the Annual Debt Service Requirements of the System and to meet all financial obligations
of the City relating to the System.
Section 8 . PLEDGE. (a) Pledge of Pledged Revenues. That the Bonds are and shall be
secured by and payable from a first lien on and pledge of the Pledged Revenues; and the Pledged
Revenues are further pledged to the establishment and maintenance of the Debt Service Fund ,
and to the Reserve Fund to the extent hereinafter provided. The Bonds are and will be secured
by and payable only from the Pledged Revenues and are not secured by or payable from a
mortgage or deed of trust on any properties , whether real , personal , or mixed , constituting the
System.
(b) Perfection of Lien. Chapter 1208 applies to the issuance of the Bonds and the pledge
of the Pledged Revenues granted by the City under subsection (a) of this Section, and such
pledge is therefore valid , effective, and perfected. If Texas law is amended at any time while the
Bonds are Outstanding and unpaid such that the pledge of the Pledged Revenues granted by the
City is to be subject to the filing requirements of Chapter 9 , then in order to preserve to the
registered owners of the Bonds the perfection of the security interest in said pledge , the City
agrees to take such measures as it determines are rea sonable 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. D E BT 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.
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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 Fortieth 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 Fortieth Supplement shall not
be invested in securities with an average aggregate weighted maturity of greater than seven
years. The value of the Reserve Fund, in addition to the annual determination described in the
Master Ordinance, shall be established at the time or times withdrawals are made therefrom.
Investments shall be sold promptly when necessary to prevent any default in connection with the
Bonds. Earnings derived from the investment of moneys on deposit in the various Funds and
Accounts shall be credited to the Fund or Account from which moneys used to acquire such
investment shall have come.
Section 12. FLOW OF FUNDS. That all monies in the System Fund not required for
paying Operating Expenses during each month shall be applied by the City , on or before the 10th
day of the following month, commencing during the months and in the order of priority with
respect to the Funds and Accounts that such applications are hereinafter set forth in this Section.
(a) Debt Service Fund -To the credit of the Debt Service Fund, in the following order of
priority, to-wit:
( 1) such amounts , deposited in approximately equal monthly installments,
commencing during the month in which the Bonds are delivered, or the month thereafter
if delivery is made after the 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 10th day thereof, as will be
sufficient, together with other amounts, if any, in the Debt Service Fund available for
such purpose, to pay the principal (including mandatory sinking fund redemption
payments, if any) scheduled to mature or come due on the Bonds on the next succeeding
principal payment date or mandatory sinking fund redemption date, as the case may be.
(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.
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Section 14 . COVENANTS REGARDING TAX-EXEMPTION . That the Issuer
covenants to refrain from any action which would adversely affect, or to take such action as to
ensure, the treatment of the Bonds as obligations described in section 103 of the Code , the
interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than ten percent (10%) of the
proceeds of the Bonds or the projects financed or refinanced therewith (less amounts
deposited to a reserve fund , if any) are used for any "private business use", as defined in
section 141 (b )(6) of the Code or, if more than ten percent (10%) of the proceeds are so
used , that amounts , whether or not received by the Issuer, with respect to such private
business use , do not, under the terms of this Fortieth Supplement or any underlying
arrangement, directly or indirectly, secure or provide for the payment of more than ten
percent (I 0%) of the debt service on the Bonds, in contravention of section 141 (b )(2) of
the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds five percent (5%) of the proceeds of the Bonds
or the projects financed therewith (less amounts deposited into a reserve fund , if any)
then the amount in excess of five percent (5%) is used for a "private business use" which
is "related" and not "disproportionate", within the meaning of section 141(b)(3) of the
Code , to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5 ,000,000 , or five percent (5%) of the proceeds of the Bonds (less amounts deposited
into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other
than state or local governmental units , in contravention of section 141 ( c) of the Code ;
(d) to refrain from taking any action which would otherwise result in the Bonds
being treated as "specified private activity bonds" within the meaning of section 141 (b)
of the Code;
(e) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly , to
acquire investment property (as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Bonds, other than investment property
acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period
until such proceeds are needed for the purpose for which the Bonds are issued ,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1 (b) of the Treasury Regulations , and
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(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not ex ceed ten percent of the proceeds of the
Bonds ;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds , as may be necessary , so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
(h) to refrain from using the proceed s of the Bonds or the proceeds of any prior
bonds to pay debt service on another issue more than 90 day s 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-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
ninety percent (90%) of the "Excess Earnings", within the meaning of section 148(f) of
the Code and to pay to the United States of America, not later than sixty (60) days after
the Bonds have been paid in full , one hundred percent (100%) of the amount then
required to be paid as a result of E xcess 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
nationall y -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 an y
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 is suance 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 ; WRITTEN
PROCEDURES. (a) Allocation of, and Limitation on, Expenditures for the Project. That the
City covenants to account for on its books and records the expenditure of proceeds from the sale
of the Bonds and any investment earnings thereon to be used for the improvement and extension
of the System (referred to herein as a "Project") by allocating proceeds to ex penditures within
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eighteen (18) months of the later of the date that (a) the expenditure on a Project is made or (b)
each such Project is completed. The foregoing notwithstanding, the City shall not expend such
proceeds or investment earnings more than sixty (60) days after the later of (a) the fifth
anniversary of the date of delivery of the Bonds or (b) the date the Bonds are retired , unless the
City obtains an opinion of nationally-recognized bond counsel substantially to the effect that
such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes of
this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion
of nationally-recognized bond counsel to the effect that such failure to comply will not adversely
affect the excludability for federal income tax purposes from gross income of the interest.
(b) Disposition of Project. The City covenants that the property financed or refinanced
with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in
the receipt by the City of cash or other compensation, unless the City obtains an opinion of
nationally-recognized bond counsel substantially to the effect that such sale or other disposition
will not adversely affect the tax-exempt status of the Bonds. For purposes of this Section , the
portion of the property comprising personal property and disposed of in the ordinary course of
business shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes of this Section, the City shall not be obligated to comply with this
covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such
failure to comply will not adversely affect the excludability for federal income tax purposes from
gross income of the interest.
(c) Written Procedures. Until superseded by another action of the City, the written
procedures to ensure compliance with the covenants contained herein regarding private business
use , remedial actions, arbitrage and rebate approved by the City on September 13, 2022, apply to
the issuance of the Bonds, and are incorporated by reference into this Fortieth Supplement.
Section 16. AMENDMENT OF FORTIETH SUPPLEMENT. (a) Approval of
Bondholders Required. That the owners of a majority in Outstanding Principal Amount of the
Bonds shall have the right from time to time to approve any amendment to this Fortieth
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 Fortieth Supplement or in the Bonds so as to:
(1) Make any change in the maturity of any of the Outstanding Bonds;
(2) Reduce the rate of interest borne by any of the Outstanding Bonds;
(3) Reduce the amount of the principal payable on the Outstanding Bonds;
(4) Modify the terms of payment of principal of, premium, if any , or interest on the
Outstanding Bonds or impose any conditions with respect to such payment;
(5) Affect the rights of the owners of less than all of the Bonds then Outstanding;
(6) Amend this clause (a) of this Section; or
(7) Change the minimum percentage of the principal amount of Bonds necessary for
consent to any amendment;
unless such amendment or amendments shal I be approved by the owners of all of the Bonds then
Outstanding.
(b) Notice of Amendment. If at any time the City shall desire to amend the Fortieth
Supplement under this Section, the City shall cause notice of the proposed amendment to be
published in a financial newspaper or journal published in the City of New York, New York, and
15
a newspaper of general circulation in the City, once during each calendar week for at least two
(2) successive calendar weeks. Such notice shall briefly set forth the nature of the proposed
amendment and shall state that a copy thereof is on file at the principal office of the Paying
Agent/Registrar for inspection by all owners of the Bonds. Such publication is not required,
however, if notice in writing is given to each owner of the Bonds.
(c) Effectiveness of Consent and Approval. Whenever at any time not less than thirty
(30) days, and within one (1) year, from the date of the first publication of said notice or other
service of written notice the City shall receive an instrument or instruments executed by the
owners of at least a majority in Outstanding Principal Amount of the Bonds then Outstanding,
which instrument or instruments shall refer to the proposed amendment described in said notice
and which specifically consent to and approve such amendment in substantially the form of the
copy thereof on file with the Paying Agent/Registrar, the City Council of the City may pass such
amendment in substantially the same form.
(d) Amendment Effective. Upon the passage of any such amendment pursuant to the
provisions of this Section , this Fortieth Supplement shall be deemed to be amended in
accordance with such amendment, and the respective rights , duties and obligations under this
Fortieth Supplement of the City and all the owners of then Outstanding Bonds shall thereafter be
determined , exercised and enforced hereunder, subject in all respects to such amendment.
( e) Revocation of Consent. 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 Fortieth
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 Fortieth
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 Fortieth
Supplement, or in regard to clarifying matters or questions arising under this Fortieth
Supplement, as are necessary or desirable and not contrary to or inconsistent with this
Fortieth 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 Fortieth Supplement in any other
respect whatsoever, provided that such modification shall be , and be expressed to be ,
16
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 Fortieth Supplement a s may be required , in
the opinion of Bond Counsel , to ensure compliance with sections 103 and 14 I through
150 of the Code and the regulations promulgated thereunder and applicable thereto ;
(5) To make such changes , modifications or amendments as may be necessary or
desirable in order to allow the owners of the Bonds to thereafter avail themselves of a
book-entry system for payments , transfers and other matters relating to the Bonds , which
changes, modifications or amendments are not contrary to or inconsistent with other
provisions of this Fortieth Supplement and which shall not adversely affect the interests
of the owners of the Bonds ;
(6) To make such changes, modifications or amendments as are permitted by
Section 18(c)(vi) of this Fortieth Supplement;
(7) To make such changes , modifications or amendments as may be necessary or
desirable in order to obtain or maintain the granting of a rating on the Bonds by a Rating
Agency or to obtain or maintain a Credit Agreement or a Credit Facility issued in support
of the Bonds; and
(8) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the Bonds, in
order, to the extent permitted by law , to facilitate the economic and practical utilization of
interest rate swap agreements , foreign currency exchange agreements , or similar type of
agreements with respect to the Bonds .
Notice of any such amendment may be published by the City in the manner described in clause
(b) of this Section ; provided , however, that the publication of such notice shall not constitute a
condition precedent to the adoption of such amendatory ordinance and the failure to publish such
notice shall not adversely affect the implementation of such amendment as adopted pursuant to
such amendatory ordinance.
(g) Eligibility to Approve Amendment. Ownership of the Bonds shall be established
by the Registration Books maintained by the Paying Agent/Registrar, in its capacity as registrar
and transfer agent for the Bonds.
Section 17 . DAMAGED, MUTILATED , LOST, STOLEN, OR DESTROYED BONDS.
(a) Delivery of Substitute Bonds . That in the event any Outstanding Bond is damaged ,
mutilated , lost, stolen , or destro yed, the Paying Agent/Registrar shall cause to be printed ,
executed, and delivered , a new Bond of the same principal amount, maturity , and intere st rate , as
the damaged , mutilated , lost , stolen , or destroyed Bond , in replacement for such Bond in the
manner hereinafter provided.
(b) Application. Application for replacement of damaged , mutilated , lo st , stolen , or
destroyed Bonds shall be made to the Paying Agen t/Registrar. In every ca se of lo ss , 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
17
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 sha ll have matured , and no default has occurred which
is then continuing in the payment of the principal of, premium , if any , or interest on the Bond ,
the City may authorize the payment of the same (without surrender thereof except in the case of
a damaged or mutilated Bond) instead of issuing a replacement Bond , provided security or
indemnity is furnished as above provided in this Section.
(d) Costs of Replacement Bond. Prior to the issuance of any replacement bond , the
Paying Agent/Registrar shall charge the owner of such Bond with all legal, printing , and other
expenses in connection therewith. Every replacement bond issued pursuant to the provisions of
this Section by virtue of the fact that any Bond is lost, stolen , or destroyed shall constitute a
contractual obligation of the City whether the lost, stolen, or destroyed Bond shall be found at
any time, or be enforceable by anyone , and shall be entitled to all the benefits of this Fortieth
Supplement equally and proportionately with any and all other Bonds duly issued under this
Fortieth Supplement.
(e) Statutory Authority. In accordance with Chapter 1206 , this Section of this Fortieth
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 Fortieth Supplement for
Bonds issued in exchange for other Bonds.
Section 18. CONTINUING DISCLOSURE UNDERTAKING. If the Bonds are sold by
public offering, and are subject to the Rule, the following provisions shall apply , unless modified
by the Pricing Officer in the Pricing Certificate :
(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 the first fiscal year in which Bonds are
issued, 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 (l) 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 2023. If audited financial statements are not
available by the end of the twelve ( 12) month period , then the City shall provide notice that the
audited financial statements are not available , shall provide unaudited financial information
containing the information described in the tables referenced in Exhibit C hereto under the
heading "Annual Financial Statements and Operating Data" by the required time, and shall
provide audited financial statements for the applicable fiscal year to the MSRB, when and if the
audited financial statements become available .
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(ii) lfthe City changes its Fiscal Year, it will notify the MSRB of the change (and of the
date of the new Fiscal Year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section. The
financial information and operating data to be provided pursuant to this Section may be set forth
in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB)
that theretofore has been provided to the MSRB or filed with the SEC. Filings shall be made
electronically, in such format as is prescribed by the MSRB.
(b) Disclosure Event Notices. The City shall notify the MSRB of any of the following
events with respect to the Bonds, in a timely manner not in excess of ten Business Days after the
occurrence of the event:
l . Principal and interest payment delinquencies ;
2. Non-payment related defaults , if material ;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties ;
5. Substitution of credit or liquidity providers , or their failure to perform;
6. Adverse tax opinions , the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds , or other material events affecting the
tax status of the Bonds;
7 . Modifications to rights of holders of the Bond s, if material;
8. Bond calls , if material , and tender offers;
9. Defeasances ;
10. Release, substitution, or sale of property securing repayment of the Bonds ,
if material ;
11. Rating changes;
12. Bankruptcy , insolvency , receivership or similar event of the City ;
13. The consummation of a merger, consolidation , or acquisition involving the
City or the sale of all or substantially all of the assets of the City , other
than in the ordinary course of business , the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions , other than pursuant to its terms , if
material ;
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.
19
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),
however, the term Financial Obligation shall not include Municipal Securities as to which a final
official statement has been provided to the MSRB consistent with the Rule; the term "Municipal
Securities" means securities 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 Fortieth Supplement or applicable law that causes Bonds no longer to be Outstanding.
(ii) The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section , express or implied , shall give any benefit or
any legal or equitable right, remedy , or claim hereunder to any other person. The City
undertakes to provide only the financial information , operating data, financial statements , and
notices which it has expressly agreed to provide pursuant to this Section and does not hereb y
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 TH E CITY , WHETHER NEGLIG ENT OR WITHOU T 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
20
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 Fortieth Supplement for purposes of any other
provision of this Fortieth 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 m
accordance with the Rule as amended.
(vi) The provisions of this Section may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law,
or a change in the identity , nature , status , or type of operations of the City , but only if (I) the
provisions of this Section , as so amended , would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the Holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Fortieth 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. lf the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with subsection (a) of this
Section an explanation , in narrative form , of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided.
Section 19. FORTIETH 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 Fortieth
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 Fortieth Supgiement by the
City and the covenants and agreements set forth in this Fortieth 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 Fortieth Supplement.
Section 20. SEVERABlLITY OF INV AUD PROVISIONS. That if any one or more of
the covenants , agreements , or provisions herein contained shall be held contrary to any express
provisions of law or contrary to the policy of express law , though not expressly prohibited , or
against public policy, or shall for any reason whatsoever be held invalid , then such covenants ,
agreements, or provisions shall be null and void and shall be deemed separable from the
remaining covenants, agreements , or provisions and shall in no way affect the validity of any of
the other provisions hereof or of the Bonds issued hereunder.
Section 21. PAYMENT AND PERFORMANCE ON BUSINESS DAYS. That, except
as provided to the contrary in the FORM OF BOND, whenever under the terms of this Fortieth
21
Supplement or the Bonds, the performance date of any provision hereof or thereof, including the
payment of principal of or interest on the Bonds, shall occur on a day other than a Business Day,
then the performance thereof, including the payment of principal of and interest on the Bonds,
need not be made on such day but may be performed or paid , as the case may be , on the next
succeeding Business Day with the same force and effect as if made on the date of performance or
payment.
Section 22. LIMITATION OF BENEFITS WITH RESPECT TO THE FORTIETH
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 Fortieth Supplement
or the Bonds is intended or should be construed to confer upon or give to any person other than
the City, the Holders, and the Paying Agent/Registrar, any legal or equitable right, remedy , or
claim under or by reason of or in respect to this Fortieth Supplement or any covenant, condition ,
stipulation, promise, agreement, or provision herein contained. This Fortieth Supplement and all
of the covenants , conditions , stipulations , promises, agreements, and provisions hereof are
intended to be and shall be for and inure to the sole and exclusive benefit of the City , the
Holders, and the Paying Agent/Registrar as herein and therein provided.
Section 23 . 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 Fortieth 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 24. 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
Bonds, and the seal of the Comptroller shall be impressed, or placed in facsimile , on each such
certificate.
Section 25. OTC REGISTRATION. That the Bonds initially shall be issued and
delivered in such manner that no physical distribution of the Bonds will be made to the public ,
and The Depository Trust Company ("OTC"), New York, New York, initially will act as
depository for the Bonds. OTC has represented that it is a limited purpose trust company
incorporated under the laws of the State of New York , a member of the Federal Reserve System ,
a "clearing corporation" within the meaning of the New York Uniform Commercial Code , and a
"clearing agency" registered under Section 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 Fortieth Supplement shall be delivered to and registered in the name of CEDE
22
& CO., the nominee of OTC. So long as each Bond is registered in the name of CEDE & CO.,
the Paying Agent/Registrar shall treat and deal with OTC the same in all respects as if it were the
actual and beneficial owner thereof. It is expected that OTC 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 OTC and its participants pursuant to rules and
regulations established by them, and that the Bonds initially deposited with OTC 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 OTC , 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 OTC or its participants , or protecting any interests or
rights of the beneficial owners of the Bonds . It shall be the duty of the OTC Participants , as
defined in the Official Statement herein approved , to make all arrangements with OTC to
establish this book-entry system , the beneficial ownership of the Bonds , and the method of
paying the fees and charges of OTC. The City does not represent nor covenant that the initial
book-entry system established with OTC will be maintained in the future. Notwithstanding the
initial establishment of the foregoing book-entry system with OTC, 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 Fortieth Supplement, substitute Bonds will be
duly delivered as provided in this Fortieth 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 OTC Letter of Representations" in the form provided by OTC to evidence the City's
intent to establish said book-entry system. The foregoing notwithstanding, if Bonds are sold
through a negotiated sale conducted as a private placement, the Bond Purchase Agreement
governing such sale of Bonds shall provide whether the Bonds so sold shall be subject to the
book-entry system described in this Section.
Section 26. DEFAULT AND REMEDIES. (a) Events of Default. That each of the
following occurrences or events for the purpose of this Fortieth 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 Fortieth 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 Fortieth Supplement, and the continuation thereof for a period of
sixty (60) days after notice of such default is given by any registered owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case , any
registered owner or an authorized representative thereof, including , but not limited to , a
trustee or trustees therefor, may proceed against the City , or any official , officer or
employee of the City in their official capacity , for the purpose of protecting and enforcing
the rights of the registered owners under this Fortieth 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
23
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) o 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 Fortieth Supplement, the right to accelerate the debt evidenced by
the Bonds shall not be available as a remedy under this Fortieth 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 Fortieth
Supplement, such registered owner agrees that the certifications required to effectuate
any covenants or representations contained in this Fortieth 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 an y term or
provision of this Fortieth Supplement, or because of any Event of Default or alleged
Event of Default under this Fortieth Supplement.
Section 27. 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 manner consistent with the provisions of Section 1201.042( d), Texas Government Code.
Section 28 . PREAMBLE. That the preamble to this Fortieth Supplement is hereby
incorporated by reference and is to be considered a part of the operative text of this Fortieth
Supplement.
Section 29. RULES OF CONSTRUCTION. That for all purposes of this Fortieth
Supplement, unless the context requires otherwise , all references to designated Sections and
other subdivisions are to the Sections and other subdivisions of this Fortieth Supplement. The
words "herein", "hereof' and "hereunder" and other words of similar import refer to this Fortieth
Supplement as a whole and not to any particular Section or other subdivision . Except where the
context otherwise requires , terms defined in this Fortieth Supplement to impart the singular
number shall be considered to include the plural number and vice versa. References to any
named person means that party and its successors and assigns. References to an officer or
designated position (e.g., City Manager) include any person acting in the capacity of such officer
24
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
Fortieth Supplement is adopted by the City and an y future amendments thereto or succes sor
provisions thereof. All ordinances and resolutions or parts thereof in conflict herewith are hereby
repealed .
[Execution P ag e Follo ws ]
25
Section 30. IMMEDIATE EFFECT. That this Fortieth Supplement shall be effective
immediately from and after its passage in accordance with the provisions of Section 1201.028,
Texas Government Code, and it is accordingly so ordained .
ADOPTED AND EFFECTIVE April 11, 2023.
APPROVED AS TO FORM AND LEGALITY:
Signature Page -Ordinance Authorizing Issuance of Series 202 3
Water and S ewer System Revenue Bonds
26
(SEAL)
Exhibit A
That, as used in this Fortieth Supplement, the following terms shall have the meanings set
forth below, unless the text hereof specifically indicates otherwise:
"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
Fortieth 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" means the Notice of Sale and Bidding Instructions distributed to
potential purchasers of Bonds sold pursuant to a competitive sale.
"Bond Purchase Agreement" means a bond purchase agreement (i) between the City and
the Underwriters, pertaining to the purchase of the Bonds by the Underwriters sold through a
negotiated sale conducted as a public underwriting , and (ii) between the City and the Purchaser,
pertaining to the purchase of the Bonds by the Purchaser sold through a negotiated sale
conducted as a private placement.
"Bonds" means the Series 2023 Bonds authorized to be sold in accordance with the terms
of the Fortieth 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 and Commerce Code.
"Chapter 1206" means Chapter 1206 , 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 $22 5 ,000 ,000 , as authorized by
Ordinance No. 23028-12-2017 and Ordinance No. 25970-02-2023.
"Comptroller" means the Comptroller of Public Accounts of the State of Texas.
A-27
"Designated Trust Office of the Paying Agent/Registrar" mean s the city so designated in
Section 5(a) of the Fortieth Supplement.
"DTC" shall have the meaning given said term in Section 25 of the Fortieth Supplement.
"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" means the bid form prepared in accordance with the Bidding
Instructions and submitted by potential purchasers of any Bonds sold pursuant to a competitive
sale.
"Official Statement" shall have the meaning given said term in Section 3(c) of the
Fortieth Supplement.
"Paying Agent/Registrar" means the financial institution specified in Section 5(a) of the
Fortieth Supplement.
"Previously Issued Parity Bonds" means the Series 2009 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 Serie s 2020 Bonds, the Series 2020A Bonds, the Series
2021 Bonds and the Series 2022 Bonds.
"Pricing Certificate" shall have the meaning given said term in Section 3(b) of the
Fortieth Supplement.
"Purchaser" or "Purchasers " means (a) the entity or entities li sted in the Official Bid
Form accepted by the City as the best bid for the Bonds, in the case of the sale of Bonds sold
through a competitive sale or (b) the bank or other financial institution listed in a Bond Purchase
Agreement executed in connection with a negotiated sale conducted as a private placement of
Bonds.
"Registration Books" shall have the meaning given said term m Section 5(a) of the
Fortieth Supplement.
"Rule" means SE C Rule 15c2-12 , as amended from time to time .
"SEC" means the United States Securiti e s and Exchange Commi s sion .
"Series 2009 Bonds" means the City of Fort Worth , Texas Water and Sewer Sy stem
Revenue Bonds, Series 2009 , authorized by the Seventeenth Supplement.
"Series 2014 Bonds" means the City of Fort Worth , Texas Water and Sewer System
Revenue Refunding and Improvement Bonds , Serie s 2014 , authorized by the Twenty-Fourth
Supplement.
A-28
"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 Sy stem
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.
"Series 2021 Bonds" means the City of Fort Worth , Texas Water and Sewer Sy stem
Revenue Refunding and Improvement Bonds, Series 2021 , authorized by the Thirty-Seventh
Supplement.
"Series 2022 Bonds" means the City of Fort Worth , Texas Water and Sewer Sy stem
Revenue Bonds , Series 2022 , authorized by the Thirty-Ninth 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 a s "term
bonds".
A-29
"Thirtieth Supplement" means the ordinance authorizing the issuance of the Series 2017 A
Bonds.
"Thirty-First Supplement" means the ordinance authorizing the issuance of the Series
2017B Bonds.
"Thirty-Second Supplement" means 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 Series
2021 Bonds.
"Thirty-Ninth Supplement" means the ordinance authorizing the issuance of the Series
2022 Bonds.
"Fortieth 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-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
Series 2015B Bonds.
A-30
"Twenty-Eighth Supplement" means the ordinance authorizing the issuance of the Series
2016 Bonds.
"Twenty-Ninth Supplement" means the ordinance authorizing the issuance of the Series
2017 Bonds.
"Underwriters" means the investment banking firms listed in a Bond Purchase Agreement
executed in connection with a negotiated sale conducted as a public underwriting of Bonds .
A-31
NO.R-
Exhibit B
This FORM OF BOND may be revised as provided in Section 3(b) of the
Fortieth Supplement to conform to the terms of the sale of the Bonds.
FORM OF BOND:
$ ___ _
UNITED STATES OF AMERICA
ST A TE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON
CITY OF FORT WORTH , TEXAS
WATER AND SEWER SYSTEM REVENUE BOND, SERIES 2023
MATURITY DA TE INTEREST RA TE
%
DELIVERY DA TE
[June 15], 2023
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 , 2024 , 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 , 2024 , 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
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hereinafter described. An y accrued interest due at maturity or upon the redemption of this Bond
prior to maturity as provided herein shall be paid to the registered owner upon presentation and
surrender of this Bond for redemption and payment at the Designated Trust Office of the Paying
Agent/Registrar. The Issuer has covenanted in the Bond Ordinance that on or before each
principal payment date , interest payment date , and accrued interest payment date for this Bond it
will make available to the Paying Agent/Registrar, from the "Debt Service Fund" created by the
ordinance establishing the City of Fort Worth , Texas Water and Sewer Sy stem 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
da y s thereafter, a new record date for such interest pay ment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the Issuer. Notice of the Special Record Date and of the scheduled
payment date of the past due interest ("Special Payment Date", which shall be 15 days after the
Special Record Date) shall be sent at least five business days prior to the Special Record Date by
United States mail , first class postage prepaid , to the address of each registered owner appearing
on the registration books of the Paying Agent/Registrar at the close of business on the last
business day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday , Sunday, a legal holiday, or a day on which banking institutions in the City 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 the Delivery Date
shown above , aggregating $ __ (herein sometimes called the "Bonds"), issued for the purpose
of (i) extending and improving the System (as defined in the Bond Ordinance) and (ii) pay ing the
costs of issuance associated with the Bonds. The Bonds shall be issued in any denomination or
denominations in an y integral multiple of $5 ,000 (an "Authorized Denomination"). All
capitalized terms not defined herein shall have the same meaning as given said terms in the
Master Ordinance or the Bond Ordinance.
THE OUTSTANDING BONDS maturing on and after February 15 , 20_, may be
redeemed prior to their scheduled maturities , at the option of the Issuer, in whole , or in part, on
February 15 , 20 _, or on any date thereafter, at the redemption price of the principal amount of
the Bonds called for redemption , and without premium ; provided , that during an y period in
which ownership of the Bonds is determined only by a book entry at a securities depository for
the Bonds, if fewer than all of the Bonds o f the same maturity and bearing the same interest rate
are to be redeemed , the particular Bonds of such maturity and bearing such interest rate shall be
selected in accordance with the arrangements between the Issuer and the securities depository .
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THE BONDS are also subject to mandatory redemption in part by lot pursuant to the
terms of the Ordinance on February 15 in each of the years 20_ and 20_, with respect to Bonds
maturing on February 15, 20_; and on February 15 in each of the years 20_-2_, with respect
to Bonds maturing on February 15 , 20_, in the following years and in the following amounts , at
a price equal to the principal amount thereof and accrued and unpaid interest to the date of
redemption , without premium:
* Final Maturity
Term Bonds Maturing February 15, 20
Year
20
20
20 *
Principal Amount ($)
Term Bonds Maturing February 15, 20
Year
20
20
20
20
20 *
Principal Amount ($)
To the extent, however, that Bonds subject to sinking fund redemption have been previously
purchased or called for redemption in part and otherwise than from a sinking fund redemption
payment, each annual sinking fund payment for such Bond shall be reduced by the amount
obtained by multiplying the principal amount of Bonds so purchased or redeemed by the ratio
which each remaining annual sinking fund redemption payment for such Bonds bears to the total
remaining sinking fund payments, and by rounding each such payment to the nearest $5 ,000
integral; provided , that during any period in which ownership of the Bonds is determined only by
a book entry at a securities depository for the Bonds, the particular Bonds to be called for
mandatory redemption shall be selected in accordance with the arrangements between the 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 be ing call ed for red e mption not less than 30 days prior to th e 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 dul y
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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 Paying Agent/Registrar for the payment of the required redemption price for this Bond
or the portion hereof which is to be so redeemed. If such notice of redemption is given, and if
due provision for such payment is made , all as provided above, this Bond or the portion hereof
which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled
maturity , and shall not be regarded as being Outstanding except for the right of the registered
owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided
for such payment. The Paying Agent/Registrar shall record in the Registration Books all such
redemptions of principal amount of this Bond or any portion hereof. 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).
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 and 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
8-4
method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the registered owner. The one requesting such conversion and
exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and
charges for converting and exchanging any Bond or portion thereof. In any circumstance, any
taxes or governmental charges required to be paid with respect thereto shall be paid by the one
requesting such assignment, transfer, conversion or exchange, as a condition precedent to the
exercise of such privilege . The foregoing notwithstanding, in the case of the conversion and
exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such
fees and charges of the Paying Agent/Registrar will be paid by the Issuer. The Paying
Agent/Registrar shall not be required (i) to make any such transfer, conversion or exchange
during the period beginning at the opening of business 30 days before the day of the first mailing
of a notice of redemption and ending at the close of business on the day of such mailing, or (ii) to
transfer, convert or exchange any Bonds so selected for redemption when such redemption is
scheduled to occur within 30 calendar days; provided , however, such limitation of transfer shall
not be applicable to an exchange by the registered owner of an unredeemed balance of a Bond
called for redemption in part.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns , or otherwise ceases to act as such , the Issuer has covenanted in the Bond Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, whose
qualifications are substantially similar to the previous Paying Agent/Registrar it is replacing , and
promptly will cause written notice thereof to be mailed to the registered owners of the Bonds.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds , the foregoing requirements of providing notice, holding,
delivering or transferring this Bond shall be modified to require the appropriate person or entity
to meet the requirements of the securities depository as to registering or transferring the book
entry to produce the same effect.
BY BECOMING the registered owner of this Bond , the registered owner thereby
acknowledges all of the terms and provisions of the Master Ordinance and the Bond Ordinance ,
agrees to be bound by such terms and provisions, acknowledges that the Master Ordinance and
the Bond Ordinance are duly recorded and available for inspection in the official minutes and
records of the Issuer, and agrees that the terms and provisions of this Bond, the Master
Ordinance and the Bond Ordinance constitute a contract between each registered owner hereof
and the Issuer.
THE BONDS are special obligations of the Issuer payable solely from and equally
secured by a first lien on and pledge of the Pledged Revenues of the System. The Issuer has
reserved the right , subject to the restrictions stated , and adopted by reference , in the Master
Ordinance, to issue additional parity revenue obligations which also may be made payable from
and secured by a first lien on and pledge of, the Pledged Revenues. For a more complete
description and identification of the revenues and funds pledged to the payment of the Bonds,
and other obligations of the Issuer secured by and payable from the same source or sources as the
Bonds, reference is hereby made to the Master Ordinance and the Bond Ordinance.
THE ISSUER has reserved the right, subject to the restrictions stated , and adopted by
reference, in the Bond Ordinance , to amend the Bond Ordinance ; and under some (but not all)
B-5
circumstances amendments must be approved by the owners of a majority m 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.
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IT IS HEREBY certified and covenanted that this Bond has been duly and validly
authorized, issued and delivered; and that all acts, conditions and things required or proper to be
performed , exist and be done precedent to or in the authorization, issuance and delivery of this
Bond have been performed , existed and been done in accordance with law.
IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed
manual or facsimile signature of the Mayor, attested by the imprinted or lithographed facsimile
signature of the City Secretary , and approved as to form and legality by the imprinted or
lithographed facsimile signature of the Interim 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
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[FORM OF COMPTROLLER'S CERTIFICATE]
OFFICE OF COMPTROLLER
REGISTER NO.
ST A TE OF TEXAS
----
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this ________ _
Comptroller of Public Accounts of the State of Texas
(SEAL)
[FORM OF PA YING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE]
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the prov1s1ons 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 Pub I ic Accounts of the State of Texas.
Dated -------BOKF, NA ,
Paying Agent/Registrar
By __________ _
Authorized Signatory
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[FORM OF ASSIGNMENT]
ASSIGNMENT
FOR VALUE RECEIVED , the undersigned hereby sells , assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
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.
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The Initial Bond shall be in the form set forth above, except that the form of the single fully
registered Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the headings "Maturity Date", "Interest
Rate", "Delivery Date" and "CUSIP" shall be omitted ; and
(ii) Paragraph one shall read as follows:
Registered Owner: Citigroup Global Markets Inc .
Principal Amount: One Hundred Forty-Five Million Seven Hundred Forty Thousand Dollars
Delivery Date: [June 15], 2023
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:
Maturity
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
Principal Amount ($)
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Interest Rate (%)
and to pay interest thereon from the delivery date specified above , on February 15, 2024 , 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.
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Exhibit C
to Fortieth
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Fortieth Supplement.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to) below:
Tables 1 through 14 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 STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Jannette S. Goodall, 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 11, 2023, and of the ordinance authorizing the issuance of Water and Sewer System
Revenue Bonds, Series 2023, which was duly passed at said meeting, and that said copy is a true
and correct copy of said excerpt and the whole of said ordinance. Said meeting was open to the
public, and public notice of the time, place, and purpose of said meeting was given, all as
required by Chapter 551, Texas Government Code, as amended .
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City
of Fort Worth, this_ day of April 2023.
Secretary of the
of Fort Worth, Texas
(SEAL)
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 04/11/23 M&C FILE NUMBER: M&C 23-0278
LOG NAME: 13WATER AND SEWER REVENUE BONDS SERIES 2023
SUBJECT
(ALL) Adopt Attached Fortieth Supplemental Ordinance Authorizing City of Fort Worth, Texas Water and Sewer System Revenue Bonds , Series
2023, in an Aggregate Principal Amount Not to Exceed $190 ,000 ,000.00, Establishing Parameters with Respect to the Sale of the Bonds,
Delegating to Designated City Officials Authority to Effect the Sale of Bonds by Competitive Bid or Negotiated Sale, Authorizing Related
Agreements , and Enacting Other Related Provisions; Adopt Attached Amended and Restated Thirty-Second Supplemental Ordinance to Extend
Period of Delegated Authority for Water and Sewer Refunding Bonds in Support of the Commercial Paper Program ; and Adopt Appropriation
Ordinance
RECOMMENDATION;
It is recommended that the City Council:
1. Adopt the attached fortieth supplemental ordinance (i) authorizing the issuance of City of Fort Worth, Texas Water and Sewer System
Revenue Bonds , Series 2023 , in an aggregate principal amount not to exceed $190,000 ,000.00, for the purpose of funding system
improvements and paying costs of issuance (ii) delegating to designated City officials authority to effect the sale -subject to certain
parameters as set forth in the ordinance -by competitive bid or negotiated sale as determined most advantageous based on current market
conditions; (iii) providing for the establishment of rates and collection of revenues sufficient to pay the principal and interest on said bonds ;
and (iv) enacting other provisions related thereto;
2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Water and Sewer Revenue Bonds
Series 2023 Fund by $190,000 ,000.00 , subject to the sale of bonds and receipt of proceeds , for the purpose of funding 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;
and
3. 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 $225 ,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 ; and (v) extending the delegated
authority to effect the sale of refunding bonds through April 12, 2024 .
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 (Fortieth Supplement),
extending standby refunding authority to facilitate the System's Commercial Paper (CP) program (Amended and Restated Thirty-Second
Supplement), adopting an associated appropriation ordinance , and amending the Fiscal Year 2023 budget.
Fortieth Supplement
Recommendations 1 and 2 relate to the Fortieth supplemental ordinance , which authorizes issuance and sale of up to $190,000 ,000 .00 in Water
and Sewer system revenue improvement bonds , in one or more series , for the purpose of (i) extending and improving the system , and (ii) paying
the costs of issuance of the bonds , and to the appropriation of the bond proceeds . The proposed debt transaction consists of $180 ,000 ,000.00 in
new money to fund capital projects in alignment with the Water Department's Capital Improvement Program.
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 fortieth supplemental ordinance since the master ordinance was adopted .
Due to current market conditions , public issuers may struggle to price favorably in the competitive market. In an effort to mitigate this downside
risk , the ordinance provides delegated authority to the City Manager and Chief Financial Officer , individually , to effect the sale of the bonds . This
includes authority to seek not only competitive bids for the sale of the bonds authorized but also a negotiated sale conducted as either a public or
private offering negotiated through a purchase agreement with Underwriters . Staff is recommending that these bonds be sold with the City
Manager or the Chief Financial Officer having authority to approve the terms of the sale so long as those terms come 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 , 2053 ; the maximum true interest cost is 6.00%; and the maximum net effective interest rate ,
calculated per chapter 1204 of the Government Code, is 15.00%.
Rating agency calls with Moody 's and S&P will be conducted prior to the sale of the bonds . Ratings are anticipated to be received the week of
May 1, 2023. Bids for the sale of the bonds are scheduled to be submitted on May 17 , 2023. Subsequent to accepting the best bid 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 of June
15, 2023 .
The attached appropriation ordinance reflects the maximum appropriation amount for bond proceeds for each of the identified purposes . The
ordinance 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 the ordinance, 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
Recommendation 3 of 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 $225 ,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 thirty-second supplemental ordinance was
initially adopted by M&C C-28496 and authorized up to $150 ,000 ,000.00 in short-term commercial paper for the Water and Sewer System to be
outstanding at any time. In subsequent years , the thirty-second supplemental ordinance has been amended and restated (M&Cs G-19266 , G-
19531 , 20-0224 , 21-0262 , and 22-0260). Recently , on February 14 , 2023 , City Council approved increasing the CP program from
$150,000 ,000.00 to $225 ,000 ,000 .00 (M&C 23-0105).
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 .
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 $225 ,000 ,000 .00 in revenue refunding bonds through April 12 , 2024 . 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 .
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
15.00%. In accordance with the practice of the Texas Attorney General , the prior vers ions of the thirty-second supplemental ordinance provided
delegated authority that would expire a year after the ordinance (original or restated) was adopted.
A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity .
FISCAL INFORMATION t CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance ,
the sale of the Series 2023 Water and Sewer System Revenue Bonds will occur as required under the parameters set forth therein and that
funds will be available in the W&S Rev Bonds Series 2023 Fund to record the appropriate and necessary transactions. Pursuant to the
recommended actions , appropriation authority up to $225 ,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 for City Manager's Office by: Reginald Zeno 8517
Originating Business Unit Head: Reginald Zeno 8517
Additional Information Contact: Anthony Rousseau 8338
Expedited