Loading...
HomeMy WebLinkAboutOrdinance 26491-09-2023 ORDINANCE NO. 26491-09-2023 FORTY-FIRST SUPPLEMENTAL ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE REFUNDING BONDS, SERIES 2023A, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $90,000,000; 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 DATE THE STATE 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 (any 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", 1 "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", "Thirty-Ninth Supplement" and "Fortieth Supplement", respectively, and the "Prior Supplements", collectively) pursuant to which (i) the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 1991A and Series 1991B, the City of Fort Worth, Texas Water and Sewer System Revenue Refiulding Bonds, Series 1993, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1996, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1997, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1998, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2000, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2000B,the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2001, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2003,the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2003A, the City of Fort Worth, Texas Water and Sewer System Auction Rate Revenue Bonds, Series 2004, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2005, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2005A, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2007, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2008,the City of Fort Worth,Texas Water and Sewer System Revenue Bonds, Series 2009, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2010, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2010A, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2010B, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2010C, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2011, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2012,the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2014, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2015, the City of Fort Worth,Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2015A, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2015B, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2016, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2017, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2017A, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2017B, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2018, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2019, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2020, 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, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2022, and the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2023 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 2 renewed, and (iv) the City entered into two respective ISDA Master Agreements (referred to herein as the "Swap Agreements"), one with Lehman Brothers Special Financing Inc., and the other with GBDP,L.P.; and WHEREAS, the aforesaid Series 1991A Bonds, Series 1991B Bonds, Series 1993 Bonds, Series 1996 Bonds, Series 1997 Bonds, Series 1998 Bonds, Series 2000 Bonds, Series 2000B Bonds, Series 2001 Bonds, Series 2003 Bonds, Series 2003A Bonds, Series 2004 Bonds, Series 2005 Bonds, Series 2005A Bonds, Series 2007 Bonds, Series 2008, Series 2010, Series 2010A, Series 2010B, Series 2010C Bonds, Series 2011 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 2017A Bonds, Series 2017B Bonds, Series 2018 Bonds, Series 2019 Bonds, Series 2020 Bonds, Series 2020A Bonds, Series 2021 Bonds, Series 2022 Bonds and Series 2023 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, the City Council finds that the outstanding obligations described in Schedule I attached to this Forty-First Supplement are eligible to be refunded to achieve a debt service savings; and WHEREAS, the City Council finds that the issuance of bonds authorized by this Forty- First Supplement for the purpose of refunding all or a portion of the outstanding obligations described in Schedule I attached to this Forty-First Supplement to realize a debt service savings is a public purpose; and WHEREAS, the bonds authorized by the terms of this Forty-First 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 Forty-First Supplement. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,TEXAS: 3 Section 1. DEFINITIONS. That in addition to the definitions set forth in the preamble of this Forty-First Supplement, the terms used in this Forty-First 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 Forty-First Supplement. Any references in this Forty-First Supplement to the "FORM OF BOND" shall be to the form of the Bonds as set forth in Exhibit B to this Forty-First Supplement. Section 2. BONDS AUTHORIZED. That there shall be authorized to be issued, sold, and delivered hereunder the Bonds, payable to the respective initial registered owners thereof, or to the registered assignee or assignees of the Bonds or any portion or portions thereof, in an Authorized Denomination. The Bonds are hereby authorized to be issued in an aggregate principal amount not to exceed $90,000,000 for the purpose of (i) refunding the Refunded Obligations and (ii)paying the costs of issuance of the Bonds. The Bonds shall be designated as the "City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2023A11. The Bonds are authorized pursuant to Chapter 1207 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 Forty-First Supplement. By adoption of this Forty-First 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 Forty-First 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 1207, each Authorized Representative is hereby authorized to effect the sale of all or any of the Bonds authorized to be sold by this Forty-First 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 Forty-First 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 Forty-First Supplement, each Authorized Representative, acting for and on behalf of 4 i 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 Forty-First Supplement, and the provisions in subsection (e) of this Section. Prior to the delivery of any Bonds authorized to be sold by this Forty-First Supplement, whether by competitive sale or negotiated sale, an Authorized Representative shall execute a certificate (a "Pricing Certificate") addressing the matters described in this subsection with respect to the Bonds sold under authority granted by this Forty- First 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 Forty-First 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 aimum 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 Forty-First 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 5 I to such terms as determined by each Authorized Representative, subject to the provisions of this Forty-First 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 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) Negotiated 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 Forty-First Supplement by a negotiated sale conducted as a private placement, and should each Authorized Representative determine to sell Bonds by negotiated sate 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 Forty-First 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 5.00% and shall not have a net effective interest rate, calculated in accordance with Chapter 1204,Texas Government Code,in excess of 15%. 6 (ii) An Authorized Representative shall not execute the Official Bid Form or a Bond Purchase Agreement unless 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 Government Code or is exempt from malting such filings under Section 2252.908(c)(4), Texas Government Code. Within thirty (30) days of receipt of any disclosure filings from the best bidder for the Bonds, the City will acknowledge such disclosure filings in accordance with the rules of the Texas Ethics Commission. Any finding or determination made by an Authorized Representative relating to the issuance and sale of the Bonds shall have the same force and effect as a finding or determination made by the City Council. (iii) The foregoing notwithstanding, the purchase price to be paid for the Bonds sold pursuant to this Forty-First 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 March 29,2024. (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 Forty-First 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. (e) Savings Threshold, The Bonds shall not be sold for the purpose of refunding the Refunded Obligations unless the refunding of the Refunded Obligations exceeds the minimum net present value savings set forth below. As a condition to the issuance of the Bonds for the purpose of refunding the Refimded Obligations, the refunding of the aggregate principal amount of the Refunded Obligations must produce a net present value savings of at least 3.50%. The principal amount of Bonds issued to refund Refunded Obligations,and the Refunded Obligations to be refunded, shall be specifically identified in the Pricing Certificate, An Authorized Representative may elect not to refund any or all of the obligations listed in Schedule I,but in no event shall the Bonds be issued for the purpose of refunding the Refunded Obligations if the refunding of the aggregate principal amount of the obligations selected for refunding does not meet or exceed the minimum net present value savings established above. The Chief Financial Officer/Director of Financial Management Services of the City shall execute prior to the delivery of the Bonds the Pricing Certificate identifying the Refunded Obligations to be refunded from 7 proceeds of the Bonds and stating that the net present value savings resulting from the refunding of the Refunded Obligations is no less than the minimum savings threshold established above. The Pricing Certificate shall specifically state the net present value savings and gross savings realized by the City as a result of refunding the Refunded Obligations. The determination of an Authorized Representative relating to the issuance and sale of Bonds to refund all or any of the Refunded Obligations shall have the same force and effect as a determination made by the City Council. Section 4. REDEMPTION. (a) Optional Redem tion. 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 maturity or maturities and the amounts to be redeemed and shall direct the Paying Agent/Registrar to call by lot Bonds, or portions of Bonds, within a maturity and in the principal amounts for redemption; provided, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds shall be selected in accordance with the arrangements between the City and the securities depository. The FORM OF BOND shall be revised to reflect any optional redemption of the Bonds, to the extent provided in the 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. (b) Mandatory Redem tion. 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 8 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 Forty-First Supplement. The maturities of Bonds to be called for redemption shall be determined by the City. The Bonds or portions to be redeemed within each such maturity shall be selected by lot or other customary random method selected by the Paying Agent/Registrar in accordance with any requirements of a securities depository, if applicable (provided that a portion of a Bond may be redeemed only in an Authorized Denomination), The City shall give written notice to the Paying Agent/Registrar of any such redemption of Bonds at least sixty (60) calendar days (or such shorter period as is acceptable to the Paying Agent/Registrar)prior to such redemption. (d) Additional Notice. (i) In addition to the manner of providing notice of redemption of Bonds as set forth above, the Paying Agent/Registrar shall give notice of redemption of Bonds by United States mail, first-class postage prepaid, at least thirty (30) days prior to a redemption date to the MSRB and to any national information service that disseminates redemption notices. Any notice sent to the MSRB or such national information services shall be sent so that they are received at least two (2) days prior to the general mailing date of such notice, The Paying Agent/Registrar shall also send a notice of prepayment or redemption to the owner of any Bond who has not sent the Bonds in for redemption sixty(60) days after the redemption date. (ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by this Forty-First Supplement, shall contain a description of the Bonds to be redeemed including the complete name of the Bonds, the series, the date of issue, the interest rate, the maturity date, the CUSIP number,if any, the amounts called for redemption, the mailing date for the notice, the date of redemption, the redemption price, the name of the Paying Agent/Registrar and the address at which the Bond may be redeemed including a contact person and telephone number. (iii) All redemption payments made by the Paying Agent/Registrar to the registered owners of the Bonds shall include a CUSIP number relating to each amount paid to such registered owner, Section S. 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 9 law, shall not permit their inspection by any other entity. Except as otherwise provided in the FORM OF BOND, the owner of each Bond requesting a conversion, transfer, exchange and delivery of such Bond shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the "Paying Agent/Registrar's Authentication Certificate" in the form set forth in the FORM OF BOND (the "Authentication Certificate"), and, except as provided below, no such Bond shall be deemed to be issued or Outstanding unless the Authentication Certificate is so executed; however, the foregoing notwithstanding, the Authentication Certificate need not be executed if any such Bond is accompanied by an executed "Comptroller's Registration Certificate" in the form set forth in the FORM OF BOND. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1206, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Authentication Certificate, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same .manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Forty-First Supplement, approved by the Attorney General, and registered by the Comptroller. As of the date this Forty-First Supplement is approved by the City, the City has been advised that the Designated Trust Office of the Paying Agent/Registrar is its Dallas, Texas corporate trust office. (b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of, premium, if any, and interest on the Bonds, all as provided in this Forty-First Supplement. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds. (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) shall be payable as 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 Forty-First 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 Forty-First Supplement the Paying Agent/Registrar shall execute the Authentication Certificate. (d) Substitute Paying A eg_nt/Re istrar. 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 Forty-First 10 Supplement, and that the Paying Agent/Registrar will be one entity. Such entity may be the City, to the extent permitted by law, or a bank, trust company, financial institution, or other agency, as selected by the City. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than one hundred and twenty (120) days written notice to the Paying Agent/Registrar,to be effective not later than sixty (60) days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified entity to act as Paying Agent/Registrar under this Forty-First 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 Forty--First Supplement, and a certified copy of tlus Forty-First Supplement shall be delivered to each Paying Agent/Registrar. (e) Reportable Payments. With respect to the Bonds, to the extent required by the Code and the 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 Forty-First 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 Forty-First Supplement. (b) Printing Bond Counsel minion and Statement of Insurance. The printer of the Bonds is hereby authorized to print on the Bonds the form of bond counsel's opinion relating to the Bonds and is hereby authorized to print on the Bonds an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any, covering all or any part of the Bonds. Section 7. ESTABLISHMENT OF FINANCING PROGRAM AND ISSUANCE OF PARITY OBLIGATIONS. That by adoption of the Master Ordinance the City has established the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program for the purpose of providing a financing structure for revenue supported indebtedness of the System. The Master Ordinance is intended to establish a master plan under which revenue supported debt of the System can be incurred. This Forty-First 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 11 Obligations under the Master Ordinance, The City hereby determines that it will have sufficient funds to meet the financial obligations of the System, including sufficient Pledged Revenues to satisfy the Annual Debt Service Requirements of the System and to meet all financial obligations of the City relating to the System. Section 8. PLEDGE. (a) Pledge of Pledged Revenues. That the Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues; and the Pledged Revenues are further pledged to the establishment and maintenance of the Debt Service Fund, and to the Reserve Fund to the extent hereinafter provided. The Bonds are and will be secured by and payable only from the Pledged Revenues and are not secured by or payable from a mortgage or deed of trust on any properties, whether real, personal, or mixed, constituting the System. (b) Perfection of Lien. Chapter 1208 applies to the issuance of the Bonds and the pledge of the Pledged Revenues granted by the City under subsection (a) of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are Outstanding and unpaid such that the pledge of the Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9 and enable a filing to perfect the security interest in said pledge to occur. Section 9. DEBT SERVICE FUND ACCOUNTS. That with respect to the Bonds no special account need be established to facilitate the payment of debt service on the Bonds. 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 Forty-First 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 Forty-First 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 IOth 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 loth day thereof, as will be sufficient, together with other 12 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 1 Oth day thereof, as will be sufficient, together with other amounts, if any, in the Debt Service Fund available for such purpose, to pay the principal (including mandatory sinking fund redemption payments, if any) scheduled to mature or come due on the Bonds on the next succeeding principal payment date or mandatory sinking fund redemption date, as the case may be. (b) Reserve Fund. Acting in accordance with the provisions of the Master Ordinance, specifically, without limitation, Section 7 thereof, it is not necessary for the Bonds to be secured by the Reserve Fund established for the benefit of the owners of Parity Obligations, and therefore the City may, but shall not be required to, make deposits to the credit of the Reserve Fund with respect to the Bonds. Section 13. PAYMENT OF BONDS. That on or before the first scheduled interest payment date, and on or before each interest payment date and principal payment date thereafter while any Bond is Outstanding and unpaid, the City shall make available to the Paying Agent/Registrar, out of the Debt Service Fund (and the Reserve Fund, if necessary) monies sufficient to pay such interest on and such principal amount of the Bonds, as shall become due on such dates, respectively, at maturity or by redemption prior to maturity. The Paying Agent/Registrar shall destroy all paid Bonds and furnish the City with an appropriate certificate of cancellation or destruction. Section 14, COVENANTS REGARDING TAX-EXEMPTION. That the Issuer covenants to refrain from any action which would adversely affect, or to take such action as to ensure, the treatment of the Bonds as obligations described in section 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 Forty-First Supplement or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than ten percent (10%) of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection(a)hereof exceeds five percent (5%) of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of five percent (5%) is used for a "private business use" which is "related" and not "disproportionate", within the meaning of section 141(b)(3) of the Code,to the governmental use; 13 (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 fiend, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve.or replacement fund to the extent such amounts do not exceed ten percent of the proceeds of the Bonds; (g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code(relating to arbitrage); (h) to refrain from using the proceeds of the Bonds or the proceeds of any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the Bonds in contravention of section 149(d) of the Code (relating to advance refundings); and (i) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to ninety percent (90%) of the "Excess Earnings", within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than sixty (60) days after the Bonds have been paid in full, one hundred percent (100%) of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of the issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In 14 the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds,the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognzed bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the foregoing, the Mayor, the City Manager, any Assistant City Manager and the Chief Financial Officer/Director of Financial Management Services of the City are authorized to execute any certificates or other reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. In order to facilitate compliance with the above clause (i), a "Rebate Fund" may be established by the City for the sole benefit of the United States of America, and the Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered owners of the Bonds. The Rebate Fund would be established for the additional purpose of compliance with section 148 of the Code. Section 15. ADDITIONAL FEDERAL INCOME TAX COVENANTS; 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 fi-om the sale of the Bonds and any investment earnings thereon to be used for the improvement and extension of the System (referred to herein as a "Project") by allocating proceeds to expenditures within eighteen (18) months of the later of the date that (a) the expenditure on a Project is made or (b) each such Project is completed. The foregoing notwithstanding, the City shall not expend such proceeds or investment earnings more than sixty (60) days after the later of (a) the fifth anniversary of the date of delivery of the Bonds or (b) the date the Bonds are retired, unless the City obtains an opinion of nationally-recognized bond counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (b) Disposition of Project. The City covenants that the property financed or refinanced 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 Forty-First Supplement. 15 Section 16. AMENDMENT OF FORTY-FIRST 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 Forty-First 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 Forty-First 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 shall 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 Forty-First Supplement under this Section, the City shall cause notice of the proposed amendment to be published in a financial newspaper or journal published in the City of New York,New York, and a newspaper of general circulation in the City, once during each calendar week for at least two (2) successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the principal office of the Paying Agent/Registrar for inspection by all owners of the Bonds. Such publication is not required, however,if notice in writing is given to each owner of the Bonds. (c) Effectiveness of Consent and Approval. 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 Forty-First Supplement shall be deemed to be amended in accordance with such amendment, and the respective rights, duties and obligations under this Forty-First 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 16 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 Forty-First 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 Forty-First 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 Forty-First Supplement, or in regard to clarifying matters or questions arising under this Forty-First Supplement, as are necessary or desirable and not contrary to or inconsistent with this Forty-First 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 Forty-First Supplement in any other respect whatsoever, provided that such modification shall be, and be expressed to be, effective only after the Bonds Outstanding at the date of the adoption of such modification shall cease to be Outstanding; (4) To make such amendments to this Forty-First Supplement as may be required, in the opinion of Bond Counsel,to ensure compliance with sections 103 and 141 through 150 of the Code and the regulations promulgated thereunder and applicable thereto; (5) To make such changes, modifications or amendments as may be necessary or desirable in order to allow the owners of the Bonds to thereafter avail themselves of a book-entry system for payments, transfers and other matters relating to the Bonds, which changes, modifications or amendments are not contrary to or inconsistent with other provisions of this Forty-First 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 Forty-First 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 17 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 o Approve Amendment. Ownership of the Bonds shall be established by the Registration Books maintained by the Paying Agent/Registrar, in its capacity as registrar and transfer agent for the Bonds. Section 17. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Delivery of Substitute Bonds. That in the event any Outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Bond of the same principal amount,maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also,in every case of loss,theft, or destruction of a Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) Payment without Replacement Bond, Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Costs of Replacement Bond. Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Forty-First Supplement equally and proportionately with any and all other Bonds duly issued under this Forty-First Supplement. (e) Statutory Authority. In accordance with Chapter 1206,this Section of this Forty-First 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 18 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 Forty-First 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) Armual 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 (1) prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within twelve (12) months after the end of each fiscal year ending in or after 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. (ii) If the City changes its Fiscal Year, it will notify the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. Filings shall be made electronically, in such format as is prescribed by the MSRB. (b) Disclosure Event Notices. The City shall notify the MSRB of any of the following events with respect to the Bonds, in a timely manner not in excess of ten Business Days after the occurrence of the event: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3: Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 19 7. Modifications to rights of holders of the Bonds, if material; & Bond calls, if material, and tender offers; 9. Defeasances; W. 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. 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 "banlcruptcy, 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. 20 (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 Forty-First 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 hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE, (iv) No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under this Forty-First Supplement for purposes of any other provision of this Forty-First Supplement. Nothing in this Section is intended or shall act to disclaim,waive, or otherwise limit the duties of the City under federal and state securities laws. (v) Should the Rule be amended to obligate the City to make filings with or provide notices to entities other than the MSRB, the City agrees to undertake such obligation in accordance with the Rule as amended, (vi) The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if(1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Forty-First Supplement that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or(b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the holders and beneficial owners of the Bonds. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (a) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. 21 Section 19. FORTY-FIRST 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 Forty- First 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 Forty-First Supplement by the City and the covenants and agreements set forth in this Forty-First 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 Forty-First Supplement. Section 20. SEVERABILITY OF INVALID PROVISIONS. That if any one or more of the covenants, agreements, or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements, or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Bonds issued hereunder. Section 21. PAYMENT AND PERFORMANCE ON BUSINESS DAYS. That, except as provided to the contrary in the FORM OF BOND, whenever under the terms of this Forty- First 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 FORTY-FIRST 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 Forty-First 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 Forty-First Supplement or any covenant, condition, stipulation, promise, agreement, or provision herein contained. This Forty- First Supplement and all of the covenants, conditions, stipulations, promises, agreements, and provisions hereof are intended to be and shall be for and inure to the sole and exclusive benefit of the City,the Holders, and the Paying Agent/Registrar as herein and therein provided. Section 23. ESCROW AGREEMENT. That concurrently with the delivery of the Bonds the City shall cause to be deposited with the Escrow Agent, from the proceeds from the sale of the Bonds and other available moneys of the City, all as described in the letter of instructions referred to in Section 29 of this Forty-First Supplement, an amount sufficient to provide for the refunding of the Refunded Obligations in accordance with Chapter 1207. For this purpose, the City Council authorizes the City Manager or any Assistant City Manager and the City Secretary to execute the Escrow Agreement, in substantially the form and substance attached to this Forty- First Supplement as Exhibit D. If required by law, the City shall not execute the Escrow Agreement unless the Escrow Agent has confirmed to the Chief Financial Officer of the City that 22 either it has made disclosure filings to the Texas Ethics Commission in accordance with Section 2252,908, Texas Government Code, or is exempt from malting such filings under Section 2252.908(c)(4), Texas Government Code. Within thirty (30) days of receipt of the disclosure filings from the Escrow Agent, the City will acknowledge such disclosure filings in accordance with the rules of the Texas Ethics Commission. Section 24, REDEMPTION OF REFUNDED OBLIGATIONS. That the City Council determines that, subject to the delivery of Bonds for the purpose of refunding Refunded Obligations, the Refunded Obligations to be refunded shall be called for redemption at the redemption price of par plus accrued interest to the date fixed for redemption, on the redemption date set forth in the Official Statement, all in accordance with the applicable provisions of the proceedings authorizing the issuance of the Refunded Obligations, The City Manager or his designee shall take such actions necessary to cause the required notice of redemption to be given in accordance with the terms of the proceedings for the Refunded Obligations so called for redemption. Section 25. FURTHER PROCEDURES. That the Mayor, the City Manager, any Assistant City Manager, the Chief Financial Officer/Director of Financial Management Services of the City,the City Secretary or any Assistant City Secretary, and all other officers, employees, and agents of the City, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Forty-First Supplement and the Bonds, including, but not limited to, conforming documents to receive the approval of the Attorney General and to receive ratings from municipal bond rating agencies. The City Council authorizes the payment of the fee of the Office of the Attorney General of the State of Texas for the examination of the proceedings relating to the issuance of the Bonds, in the amount determined in accordance with the provisions of Section 1202.004, Texas Government Code. Section 26. APPROVAL AND REGISTRATION OF BONDS. That the City Manager of the City is hereby authorized to have control of the Bonds and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination and approval by the Attorney General, and their registration by the Comptroller. Upon registration of the Bonds, the Comptroller (or a deputy designated in writing to act for the Comptroller) shall sign the Comptroller's Registration Certificate accompanying the Bonds in the manner provided by , and the seal of the Comptroller shall be impressed, or placed in facsimile, on each such certificate. Section 27, DTC REGISTRATION. That the Bonds initially shall be issued and delivered in such manner that no physical distribution of the Bonds will be made to the public, and The Depository Trust Company ("DTC"), New York, New York, initially will act as depository for the Bonds. DTC has represented that it is a limited purpose trust company incorporated under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended, and the City accepts, but in no way verifies, such representations. The Bonds initially authorized by this Forty-First Supplement shall be delivered to and registered in the name of CEDE & CO., the nominee of DTC. So long as each Bond is registered in the name of CEDE& CO., the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it 23 were the actual and beneficial owner thereof. It is expected that DTC will maintain a book-entry system which will identify ownership of the Bonds in integral amounts of$5,000, with transfers of ownership being effected on the records of DTC and its participants pursuant to rules and regulations established by them, and that the Bonds initially deposited with DTC shall be immobilized and not be further exchanged for substitute Bonds except as hereinafter provided. The City is not responsible or liable for any functions of DTC, will not be responsible for paying any fees or charges with respect to its services, will not be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any interests or rights of the beneficial owners of the Bonds. It shall be the duty of the DTC Participants, as defined in the Official Statement herein approved, to make all arrangements with DTC to establish this book-entry system, the beneficial ownership of the Bonds, and the method of paying the fees and charges of DTC. The City does not represent nor covenant that the initial book-entry system established with DTC will be maintained in the future. Notwithstanding the initial establishment of the foregoing book-entry system with DTC, if for any reason any of the originally delivered Bonds is duly filed with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for in this Forty-First Supplement, substitute Bonds will be duly delivered as provided in this Forty-First Supplement, and there will be no assurance or representation that any book-entry system will be maintained for such Bonds. To effect the establishment of the foregoing book-entry system, the City has executed and filed with DTC the "Blanket DTC Letter of Representations" in the form provided by DTC to evidence the City's intent to establish said book-entry system. 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 28. DEFAULT AND REMEDIES. (a) Events of Default. That each of the following occurrences or events for the purpose of this Forty-First 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 Forty-First 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 Forty-First 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 Forty-First Supplement, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be 24 unlawful or in violation of any right of the registered owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all registered owners of Bonds then Outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity;provided,however,that notwithstanding any other provision of this Forty-First Supplement, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Forty-First 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 Forty-First Supplement, such registered owner agrees that the certifications required to effectuate any covenants or representations contained in this Forty-First Supplement do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or members of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the registered owners with any liability, or be held personally liable to the registered owners under any term or provision of this Forty-First Supplement, or because of any Event of Default or alleged Event of Default under this Forty-First Supplement. Section 29. USE OF BOND PROCEEDS. That the proceeds from the sale of the Bonds shall be used in the manner described in a letter of instructions executed by or on behalf of the City,provided,that proceeds representing accrued interest on the Bonds shall be deposited to the credit of the Debt Service Fund and proceeds representing premium on the Bonds shall be used in a manner consistent with the provisions of Section 1201.042(d), Texas Government Code. Section 30. PREAMBLE. That the preamble to this Forty-Furst Supplement is hereby incorporated by reference and is to be considered a part of the operative text of this Forty-First Supplement. Section 31. RULES OF CONSTRUCTION. That for all purposes of this Forty-First Supplement, unless the context requires otherwise, all references to designated Sections and other subdivisions are to the Sections and other subdivisions of this Forty-First Supplement. The words "herein", "hereof' and "hereunder" and other words of similar import refer to this Forty-First Supplement as a whole and not to any particular Section or other subdivision. Except where the context otherwise requires, terms defined in this Forty-First 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 or designated position, whether on an acting, interim or permanent basis. References to any 25 constitutional, statutory or regulatory provision means such provision as it exists on the date this Forty-First Supplement is adopted by the City and any future amendments thereto or successor provisions thereof. All ordinances and resolutions or parts thereof in conflict herewith are hereby repealed. [Execution Page Follows] 26 Section 32. IMMEDIATE EFFECT. That this Forty-First 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 September 26,2023. Mayor, City of Fort Worth,Texas City Secretary, City of Fort Worth,Texas (SEAL) APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas Signature Page—Ordinance Authorizing Issuance of Series 2023A Water and Seaver System Revenue Refunding Bonds 27 SCHEDULEI City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2014 Maturitv Date Interest Rate Par Amount($) Call Date February 15,2025 5.00% 6,570,000 February 15, 2024 February 15,2026 4.00% 6,870,000 February 15,2024 February 15,2027 5.00% 7,185,000 February 15,2024 February 15, 2028 5.00% 7,555,000 February 15, 2024 February 15,2029 5.00% 7,940,000 February 15, 2024 February 15,2030 5.00% 8,350,000 February 15, 2024 February 15,2031 5.00% 8,780,000 February 15, 2024 February 15, 2032 5.00% 9,255,000 February 15, 2024 February 15,2033 5.00% 9,700,000 February 15, 2024 February 15,2034 5.00% 10,200,000 February 15, 2024 Schedule I Exhibit A That, as used in this Forty-First 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 Forty-First 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" and "Series 2023A Bonds" means the obligations authorized to be sold in accordance with the terms of the Forty-First 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 1207" means Chapter 1207, Texas Government Code. "Chapter 1208"means Chapter 1208, 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 $225,000,000, 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-1 "Designated Trust Office of the Paying Agent/Registrar" means the city so designated in Section 5(a) of the Forty-First Supplement. "DTC" shall have the meaning given said term in Section 27 of the Forty-First Supplement, "Escrow Agent" means the financial institution acting as the depository of funds under the terms of the Escrow Agreement. "Escrow Agreement" means the escrow agreement between the City and the Escrow Agent,in respect to the refunding of the Refunded Obligations, "Fortieth Supplement" means the ordinance authorizing the issuance of the Series 2023 Bonds. "Forty-First Supplement" means the ordinance authorizing the issuance of the Bonds. "Master Ordinance" means the "Master Ordinance establishing the City of Fort Worth Texas Water and Sewer System Revenue Financing Program", passed by the City on December 10, 1991. "MSRB"means the Municipal Securities Rulemaking Board. "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 Forty- First Supplement. "Paying Agent/Registrar" means the financial institution specified in Section 5(a) of the Forty-First 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 2017A Bonds, the Series 2017B Bonds, the Series 2018 Bonds, the Series 2019 Bonds, the Series 2020 Bonds, the Series 2020A Bonds, the Series 2021 Bonds,the Series 2022 Bonds, and the Series 2023 Bonds. "Pricing Certificate" shall have the meaning given said term in Section 3(b) of the Forty- First Supplement. "Purchaser" or "Purchasers" means (a) the entity or entities listed 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. A-2 "Refunded Obligations" means those obligations listed in Schedule I to the Forty-First Supplement to be refunded with the proceeds of the Bonds in accordance with the provisions of (a) the Bidding Instructions, in the case of the sale of Bonds sold through a competitive sale, or (b) the Bond Purchase Agreement, in the case of the sale of Bonds sold through a negotiated sale. "Registration Books" shall have the meaning given said term in Section 5(a) of the Forty- First Supplement. "Rule"means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "Series 2009 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2009, authorized by the Seventeenth Supplement. "Series 2014 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2014, authorized by the Twenty-Fourth Supplement. "Series 2015 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2015, authorized by the Twenty-Fifth Supplement. "Series 2015A Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2015A, authorized by the Twenty-Sixth Supplement. "Series 2015B Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2015B, authorized by the Twenty-Seventh Supplement. "Series 2016 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2016, authorized by the Twenty-Eighth Supplement. "Series 2017 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2017, authorized by the Twenty-Ninth Supplement. "Series 2017A Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2017A, 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. A-3 "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 System 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 System Revenue Bonds, Series 2022, authorized by the Thirty-Ninth Supplement. "Series 2023 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2023, authorized by the Fortieth Supplement. "Seventeenth Supplement" means the ordinance authorizing the issuance of the Series 2009 Bonds. "State" means the State of Texas. "Term Bonds" means those Bonds, if any, identified in the Official Bid Form as "term bonds". "Thirtieth Supplement" means the ordinance authorizing the issuance of the Series 2017A 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. A-4 "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. "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. "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 banldng firms listed in a Bond Purchase Agreement executed in connection with a negotiated sale conducted as a public underwriting of Bonds. A-5 Exhibit B This FORM OF BOND may be revised as provided in Section 3(b) of the Forty-First Supplement to conform to the terms of the sale of the Bonds. FORM OF BOND: NO. R- $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF TARRANT,DENTON,PARKER, WISE AND JOHNSON CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE REFUNDING BOND, SERIES 2023A MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP % November 21, 2023 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 hereinafter described. Any accrued interest due at maturity or upon the redemption of this Bond B-1 prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the Designated Trust Office of the Paying Agent/Registrar. The Issuer has covenanted in the Bond Ordinance that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Debt Service Fund" created by the ordinance establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program (the "Master Ordinance"), the amounts required to provide for the payment, in immediately available funds, of all principal of and 'interest on the Bonds, when due. IN THE EVENT of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each registered owner appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City 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 $77,805,000 (herein sometimes called the "Bonds"), issued for the purpose of(i) refunding the Refunded Obligations (as defined in the Bond Ordinance) and (ii) paying the costs of issuance associated with the Bonds. The Bonds shall be issued in any denomination or denominations in any integral multiple of $5,000 (an "Authorized Denomination"). All capitalized terms not defined herein shall have the same meaning as given said terms in the Master Ordinance or the Bond Ordinance. THE OUTSTANDING BONDS maturing on and after February 15, 2033, may be redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, on February 15, 2032, or on any date thereafter, at the redemption price of the principal amount of the Bonds called for redemption, and without premium; provided, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository. B-2 NOTICE OF any such redemption of Bonds shall be given in the following manner, to- wit, a written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption not less than 30 days prior to the date fixed for such redemption by depositing such notice in the United States mail, first-class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar. Any notice so mailed shall be conclusively presumed to have been duly given notwithstanding whether one or more registered owners may have failed to have received such notice. By the date fixed for any such redemption due provision shall be made by the Issuer with the 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 B-3 accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignrent and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar at the Designated Trust Office, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any authorized denomination to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered owner. The one requesting such conversion and exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for converting and exchanging any Bond or portion thereof. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The foregoing notwithstanding, in the case of the conversion and exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. The Paying Agent/Registrar shall not be required (i) to make any such transfer, conversion or exchange during the period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption and ending at the close of business on the day of such mailing, or(ii)to transfer, convert or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within 30 calendar days; provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of an unredeemed balance of a Bond called for redemption in part. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such,the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, whose qualifications are substantially similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of 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 B-4 Ordinance, to issue additional parity revenue obligations which also may be made payable from and secured by a first lien on and pledge of, the Pledged Revenues. For a more complete description and identification of the revenues and funds pledged to the payment of the Bonds, and other obligations of the Issuer secured by and payable from the same source or sources as the Bonds,reference is hereby made to the Master Ordinance and the Bond Ordinance. THE ISSUER has reserved the right, subject to the restrictions stated, and adopted by reference, in the Bond Ordinance, to amend the Bond Ordinance; and under some (but not all) circumstances amendments must be approved by the owners of a majority in Outstanding Principal Amount of the Bonds. THE REGISTERED OWNER HEREOF shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. IT IS HEREBY certified and covenanted that this Bond has been duly and validly authorized, issued and delivered; and that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been done in accordance with law. IN WITNESS WHEREOF,this Bond has been signed with the imprinted or lithographed manual or facsimile signature of the Mayor, attested by the imprinted or lithographed facsimile signature of the City Secretary, and approved as to form and legality by the imprinted or lithographed facsimile signature of the Interim City Attorney, and the official seal of the Issuer has been duly affixed to,printed,lithographed or impressed on this Bond. CITY OF FORT WORTH,TEXAS By Mayor, City of Fort Worth,Texas ATTEST; �aovnnu�� p FO00000 RA° Aaa Ay 0 0 1 0 a=� ity Secretary, City of Fort Worth,Texas d °°° ° .4 APPROVED AS TO FORM AND LEGALITY; (SEAL) City Attorney, City of Fort Worth, Texas B-5 [FORM OF COMPTROLLER'S CERTIFICATE] OFFICE OF COMPTROLLER REGISTER NO. STATE OF TEXAS I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (SEAL) [FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE] PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the proceedings adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated BOKF,NA, Paying Agent/Registrar By Authorized Signatory B-6 [FORM OF ASSIGNMENT] ASSIGNMENT FOR VALUE RECEIVED,the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by NOTICE: The signature(s) above must a member film of the New York Stock correspond with the name of the Registered Exchange or a commercial bank or trust Owner as it appears upon the front of this Bond company. in every particular, without alteration or enlargement or any change whatsoever. B-7 _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: Jefferies LLC Principal Amount: Seventy-Seven Million Eight Hundred Five Thousand Dollars Delivery Date:November 21, 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 Principal Amount Interest Rate (%) 2024 1,105,000 5.000 2025 4,810,000 5.000 2026 5,055,000 5.000 2027 5,315,000 5.000 2028 7,405,000 5.000 2029 7,860,000 7.000 2030 8,350,000 5.000 2031 8,780,000 5.000 2032 9,225,000 5.000 2033 9,700,000 5.000 2034 10,200,000 5.000 and to pay interest thereon from the delivery date specified above, on February t 5, 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. B-8 Exhibit C to Forty-First Supplemental Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 18 of this Forty-First 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 Exhibit D ESCROW AGREEMENT D-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 September 26, 2023, and of the ordinance authorizing the issuance of Water and Sewer System Revenue Refunding Bonds, Series 2023A, 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 September 2023. )ty Secretary of the ty of Fort Worth,Texas (SEAL) aV� OFoo�Rr4 o0 0 %fo 0to 00": ESCROW AGREEMENT City of Fort Worth,Texas Water and Sewer System Revenue Refunding Bonds,Series 2023A THIS ESCROW AGREEMENT, dated as of October 18, 2023 (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between the City of Fort Worth, Texas (herein called the "Issuer") and BOKF, NA, Dallas, Texas, as escrow agent (herein, together with any successor in such capacity, called the"Escrow Agent"). The addresses of the Issuer and the Escrow Agent are shown on Exhibit A attached hereto and made a part hereof. WITNESSETH: WHEREAS, the Issuer heretofore issued and there presently remain outstanding the obligations (the 'Refunded Obligations") described in the Verification Report(the"Report") relating to the Refunded Obligations, attached hereto as Exhibit B and made a part hereof, and WHEREAS, the Refunded Obligations are scheduled to mature in such years, bear interest at such rates, and be payable at such times and in such amounts as are set forth in the Report; and WHEREAS, when firm banking arrangements have been made for the payment of principal and interest to the maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and WHEREAS, Chapter 1207, Texas Government Code ("Chapter 1207"), authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with any paying agent for the Refunded Obligations, or a trust company or commercial bank that does not act as a depository for the Issuer, and such deposit, if made before such payment dates and in sufficient amounts, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement with any such paying agent for any of the Refunded Obligations, or a trust company or commercial bank that does not act as a depository for the Issuer,with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent,trust company or commercial bank may agree,provided that such deposits may be invested only in obligations described in Section 1207.062 of Chapter 1207,which obligations may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of principal and interest on the Refunded Obligations when due; and WHEREAS, the Escrow Agent is a commercial bank that does not act as a depository for the Issuer and this Agreement constitutes an escrow agreement of the kind authorized and required by said Chapter 1207; and WHEREAS, Chapter 1207 makes it the duty of the Escrow Agent to comply with the terms of this Agreement and timely make available to the places of payment (paying agents) for the Refunded Obligations the amounts required to provide for the payment of the principal of and interest on such obligations when due, and in accordance with their terms, but solely fi•om the funds, in the manner, and to the extent provided in this Agreement;and WHEREAS,the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2023A (the "Refunding Obligations") have been issued, sold and delivered for the purpose, among others, of obtaining the funds required to provide for the payment of the principal of the Refunded Obligations at their respective maturity dates or dates of redemption and the interest thereon to such dates; and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Obligations to the purchasers thereof, certain proceeds of the Refunding Obligations, together with certain other available funds of the Issuer, if applicable, shall be applied to purchase certain obligations described in Section 1207.062 of Chapter 1207, hereinafter defined as the "Escrowed Securities" for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance(if needed) in such Escrow Fund;and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide moneys which,together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded Obligations as it accrues and becomes payable and the principal of the Refunded Obligations on their maturity dates or dates of redemption;and WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent. NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Recitals. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. Section 1.02, Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement: "Code" means the Internal Revenue Code of 1986, as amended, or to the extent applicable the Internal Revenue Code of 1954, together with any other applicable provisions of any successor federal income tax laws. "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means, subject to any restrictions set forth in any order, ordinance or resolution of the Issuer authorizing the issuance of the Refunded Obligations,the obligations permitted by Section 1207.062 of Chapter 1207 as described in the Report or cash or other obligations permitted by Section 1207.062 of Chapter 1207 substituted therefor pursuant to Article IV of this Agreement. 2 Section 1.03, Other Definitions, The terms "Agreement", "Issuer", `Escrow Agent", "Refunded Obligations", 'Refunding Obligations", "Report" and "Paying Agent", when they are used in this Agreement,shall have the meanings assigned to them in the preamble to this Agreement. Section 1.04. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law, ARTICLE Il DEPOSIT OF FUNDS AND ESCROWED SECURITIES Section 2.01. Deposits in the Escrow Fund. Concurrently with the sale and delivery of the Refunding Obligations the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the funds and Escrowed Securities described in the Report, and the Escrow Agent shall,upon the receipt thereof, acknowledge such receipt to the Issuer in writing. ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fiend and irrevocable escrow to be known as the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2023A Escrow Fund (the "Escrow Fund"), The Escrow Agent hereby agrees that upon receipt thereof it will irrevocably deposit to the credit of the Escrow Fund the funds and the Escrowed Securities described in the Report, Such deposit, all proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations,which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. When the final transfers have been made for the payment of such principal of and interest on the Refunded Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder, Section 3,02. Payment of Principal and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund, the amounts required to pay the principal of the Refunded Obligations at their respective maturity dates and interest thereon to such maturity dates in the amounts and at the times shown in the Report. Section 3.03. Sufficiency of Escrow Fund, The Issuer represents that the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the Refunded Obligations as such interest comes due and the principal of the Refunded Obligations as the Refunded Obligations mature, all as more fully set forth in the Report. If, for any reason, at any time, the cash balances on deposit or 3 scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by each place of payment (paying agent) for the Refunded Obligations to make the payments set forth in Section 3,02 hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given as promptly as practicable as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04. Trust Fund, The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund,wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof, and all other assets of the Escrow Fund to wbicb they are entitled as owners of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement, The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or,except to the extent expressly herein provided,by the Paying Agent. Section 3.05, Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by,the United States of America,having a market value at least equal to such cash balances, ARTICLE IV LIMITATION ON INVESTMENTS Section 4.01. General Limitations. Except as provided in Sections 3.02, 4.02, 4.03 and 4.04 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell,transfer or otherwise dispose of the Escrowed Securities. Section 4.02. Reinvestment of Certain Cash Balances in Escrow by Escrow Agent. In addition to the Escrowed Securities listed in the Report,the Escrow Agent shall reinvest cash balances shown in the Report in United States Treasury Certificates of Indebtedness, Notes or Bonds - State and Local Government Series with an interest rate equal to zero percent(0%) (the "Zero SLGs") to the extent such Obligations are available from the Department of Treasury. All such re-investments shall be made only from the portion of cash balances derived from the maturing principal of and interest on any Escrowed Securities. Unless otherwise instructed by the Issuer in accordance with Section 4.03 hereof,the Escrow Agent shall acquire any Zero SLGs on the dates the Escrowed Securities listed in the Report mature, as shown in the Report, or on the first date Zero SLGs become available thereafter. The Escrow Agent shall purchase Zero SLGs that only mature on the dates shown in the Report. Section 4.03, Substitutions and Reinvestments. At the discretion of the Issuer,the Escrow Agent shall reinvest cash balances representing receipts from the Escrowed Securities, make substitutions of the 4 Escrowed Securities or redeem the Escrowed Securities and reinvest the proceeds thereof in other Escrowed Securities or hold such proceeds as cash, together with other moneys or Escrowed Securities held in the Escrow Fund provided that the Issuer delivers to the Escrow Agent the following; (1) an opinion by an independent certified public accountant that after such substitution or reinvestment the principal amount of the Escrowed Securities in the Escrow Fund (which shall be noncallable, not pre-payable obligations described in Section 1207.062 of Chapter 1207), together with the interest thereon and other available moneys, will be sufficient to pay, without further investment or reinvestment, as the same become due in accordance with the Report, the principal of, interest on and premium, if any, on the Refunded Obligations which have not previously been paid,and (2) an unqualified opinion of nationally recognized municipal bond counsel to the effect that(a)such substitution or reinvestment will not cause the Refunded Obligations to be "arbitrage bonds" within the meaning of Section 103 of the Code or the regulations thereunder in effect on the date of such substitution or reinvestment, or otherwise make the interest on the Refunded Obligations subject to federal income taxation, and (b)such substitution or reinvestment complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations. The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect to investments made at the direction of the Issuer. Section 4.04. Substitution for Escrowed Securities. Concurrently with the initial deposit by the Issuer with the Escrow Agent, but not thereafter, the Issuer, at its option, may substitute cash or non- interest bearing direct noncallable and not pre-payable Escrowed Securities described in Section 1207.062 of Chapter 1207 (i.e., obligations which mature and are payable in a stated amount on the maturity date thereof, and for which there are no payments other than the payment made on the maturity date) (the "Substitute Obligations") for non-interest bearing Escrowed Securities, if any, but only if such Substitute Obligations (a) are in an amount, and/or mature in an amount, which is equal to or greater than the amount payable on the maturity date of the obligation listed in the Report for which such Substitute Obligation is substituted, (b) mature on or before the maturity date of the obligation listed in the Report for which such Substitute Obligation is substituted,and (c) produce the amount necessary to pay the interest on and principal of the Refunded Obligations, as set forth in the Report, as verified by a certified public accountant or a firm of certified public accountants. If, concurrently with the initial deposit by the Issuer with the Escrow Agent, any such Substitute Obligations are so substituted for any Escrowed Securities, the Issuer may, at any time thereafter, substitute for such Substitute Obligations the same Escrowed Securities for which such Substitute Obligations originally were substituted. Section 4.05. Arbitrage. The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause 5 any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of the Code, ARTICLE V APPLICATION OF CASH BALANCES Section 5.01, In General, Except as provided in Sections 3.02, 4.02, 4.03 and 4.04 hereof, no withdrawals,transfers, or reinvestment shall be made of cash balances in the Escrow Fund. ARTICLE VI RECORDS AND REPORTS Section 6.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and tinder reasonable conditions by the Issuer and the owners of the Refunded Obligations. Section 6.02, Reports. While this Agreement remains in effect,the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding year, including,without limitation, credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein,and that it will carry out all of its obligations hereunder. Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon,except for the obligation to notify the Issuer as promptly as practicable of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by,or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the Refunding Obligations or the Refunded Obligations and is not responsible for nor bound by any of the provisions thereof(except as a place of payment and paying agent and/or a Paying Agent/Registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. 6 The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement,nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or willful misconduct. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others,with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund,to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own willful misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of,and consult with,among others,the Issuer at any time, The Escrow Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it in good faith and in accordance therewith. The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney,custodian or nominee so appointed. To the extent permitted by law,the Issuer agrees to indemnify, defend and hold the Escrow Agent and its officers, directors, agents, and employees harmless from and against any and all loss, damage, claim, liability and expense that may be incurred by the Escrow Agent arising out of or in connection with its acceptance or appointment as Escrow Agent hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder except that the Escrow Agent shall not be indemnified for any loss, damage, claim, liability, or expense resulting from its own negligence or willful misconduct. The foregoing 7 indemnification shall survive the termination of this Agreement or the resignation or removal of the Escrow Agent for any reason. Section 7.03. Compensation, (a) Concurrently with the sale and delivery of the Refunding Bonds,the Issuer shalt pay to the Escrow Agent, as a fee for performing the services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement, the amount set forth in Exhibit C attached hereto, the sufficiency of which is hereby acknowledged by the Escrow Agent, In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, and the ,Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. THE ISSUER AND THE ESCROW AGENT HEREBY ACKNOWLEDGE AND AGREE THAT THE VALUE OF THIS AGREEMENT AND THE COMPENSATION PAID TO THE ESCROW AGENT UNDER THIS AGREEMENT DOES NOT AND SHALL NOT EXCEED THE DOLLAR LIMITATION SET FORTH IN SECTIONS 2274.002(a)(2) AND 2276.002(a)(2) OF THE TEXAS GOVERNMENT CODE. (b) Upon receipt of the aforesaid specific sum stated in subsection (a) of this Section 7.03 for Escrow Agent fees, expenses, and services, the Escrow Agent shall acknowledge such receipt to the Issuer in writing. (c) The Escrow Agent acknowledges that it is the paying agent/registrar for the Refunded Obligations. In accordance with the paying agent/registrar agreement pertaining to the Refunded Obligations, the Issuer has agreed to pay the fees and expenses of the Escrow Agent due with respect to the Refunded Obligations to and through the date that their redemption and final payment have been provided for, and the Escrow Agent acknowledges that its fees and expenses due with respect to the Refunded Obligations to and through their redemption and final payment have been provided for. Section 7.04. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys-in-fact. If, in a proper case,no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, authorized under Texas law to act as an escrow agent, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $50,000,000 and subject to the supervision or examination by Federal or State authority. 8 Any successor Escrow Agent shall execute,acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent at the time acting hereunder may at any time resign and be discharged from the trust hereby created by giving not less than sixty(60) days'written notice to the Issuer and publishing notice thereof, specifying the date when such resignation will take effect, in a newspaper printed in the English language and with general circulation in New York,New York, such publication to be made once at least three (3) weeks prior to the date when the resignation is to take effect. No such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the owners of the Refunded Obligations or by the Issuer as herein provided and such successor Escrow Agent shall be a paying agent for the Refunded Obligations and shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent, Under any circumstances, the Escrow Agent shall pay over to its successor Escrow Agent proportional parts of the Escrow Agent's fee and, if applicable, its Paying Agent's fee hereunder. If within 60 days following the resignation of the Escrow Agent,no successor Escrow Agent shall have been appointed, the Escrow Agent may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Section 7.05. Notice of Redemption. The Escrow Agent is hereby authorized and directed to cause notice of defeasance and redemption of the Refunded Obligations for which it serves as Paying Agent to be given at the time and in the form and manner prescribed in the proceedings that authorized the issuance of the Refunded Obligations, and the Escrow Agent hereby certifies that it will cause notice of redemption to be given to the holders of the Refunded Obligations prior to the date on which such notice of redemption is required to be given in the proceedings that authorized the issuance of the Refunded Obligations, ARTICLE VIII MISCELLANEOUS Section 8.01. Notice. Any notice,authorization,request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Exhibit A attached hereto. The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. Prior written notice of any amendment to this Agreement contemplated pursuant to Section 8.08 and immediate written notice of any incidence of a severance pursuant to Section 8.04 shall be sent to o Moody's Investors Service, Attn: Public Finance Rating Desk/Refunded Bonds, 99 Church Street,New York,New York t0007; Standard & Poor's Corporation, Attn: Municipal Bond Department,25 Broadway,New York,New York 10004; and Fitch Ratings, Attn: Municipal Structured Finance,One State Street Plaza,New York,New York 10004. 9 Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 8,03. Binding Agreement. This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. Section 8.04. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Section 8.07. Effective date of Agreement. This Agreement shall be effective upon receipt by the Escrow Agent of the funds described in the Report and the Escrowed Securities, together with the specific sums stated in subsections (a)and (b)of Section 7.03 for Escrow Agent and paying agency fees, expenses,and services, Section 8,08, Amendments, This Agreement shall not be amended except to cure any ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless the same shall be in writing and signed by the parties thereto. No such amendment shall adversely affect the rights of the holders of the Refunded Obligations. Section 8.09, Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts,taken together,shall constitute one and the same Agreement. The delivery of copies of this Agreement as executed by Adobe Acrobat PDF or similar electronic form of execution, or by electronic reproduction of a manual signature transmitted via electronic mail or facsimile, shall constitute effective execution and delivery as to the parties and may be used in lieu of originals for all purposes. Section 8.10. Miscellaneous. (a) This Agreement has a value of less than $100,000 for purposes of Section 2271.002 Chapter 2274,Texas Government Code. (b) The Escrow Agent represents and warrants, for purposes of Subchapter F of Chapter 2252 of the Texas Government Code,that at the time of execution and delivery of this Agreement neither the Escrow Agent, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Escrow Agent,engages in business with Iran, Sudan or any foreign terrorist organization or designated foreign terrorist organization as described in Chapters 2270 of the Texas Government Code, or 10 Subchapter F of Chapter 2252 of the Texas Government Code. The term 'foreign terrorist organization' and 'designated foreign terrorist organization' as used in this subsection (b) has the meaning assigned to such term in Section 2252.151 and Section 2270.0001(3)of the Texas Government Code,respectively. [Remainder ofpage left blank intentionally] 11 EXECUTED as of the date first written above. CITY OF FORT WORTH,TEXAS City Manager ATTEST: ?ity Secretary F�000ao 0� a 00 U00 -01 Fr°o o° (City Seal) u da ���ntlOt144�� APPROVED AS TO FORM: City Attorney 12 BOKF,NA By: Title: 13 INDEX TO EXHIBITS Exhibit A Addresses of the Issuer and the Escrow Agent Exhibit B Verification Report Exhibit C Escrow Agent Fees 14 Exhibit A Addresses of the Issuer and the Escrow Agent ISSUER City of Fort Worth,Texas 200 Texas Street Third Floor, Southwest Fort Worth,Texas 76102 Attention: Chief Financial Officer/Director of Financial Management Services ESCROW AGENT BOU,NA 5956 Sherry Lane, Suite 1201 Dallas,Texas 75225 Attention: Corporate Trust Department 15 Exhibit B Verification Report See Verification Report Tab in the Transcript of Proceedings 16 Exhibit C Escrow Agent Fees 17 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 September 26, 2023, and of the ordinance authorizing the issuance of Water and Sewer System Revenue Refiinding Bonds, Series 2023A, 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 September 2023, aoa���U�ja i Secretary of the 4 .`�a�a� C' y of Fort Worth,Texas (SEAL) A�`S °O�•1dd 0000 gar J ° ° p O° °°° y , 0000000000 OOo°ooa° T 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 September 26, 2023, and of the ordinance authorizing the issuance of Water and Sewer System Revem)e Refunding Bonds, Series 2023A, 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 Foil Worth, this_day of September 2023. Secretary of the A6100000000. of Fort Worth,Texas� � ° 8(SEAL) 0ij d , ° * a o* ° aa� �XAS,,,'.i 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 September 26, 2023, and of the ordinance authorizing the issuance of Water and Sewer System Revenue Refunding Bonds, Series 2023A, which was duly passed at said meeting, and that said copy is a true and correct copy of saidd 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 Foil Worth, this_day of September 2023. ryof ecretary of the C Fort Worth,Texas (SEAL) d- --ant�U '44� F0����a� 'Cr V*- � 000000p Y 0 a Y~O04� O " t 000000000 �/� 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 September 26, 2023, and of the ordinance authorizing the issuance of Water and Sewer System Revenue Refunding Bonds, Series 2023A, 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 September 2023. r ecretary of the f Fort Worth,Texas (SEAL) so a *o tl�aoonp�ppoa®b �0o na � �V0 00 otlyy� + 00000000000tl0 T f ���tit, s Section 32. IMMEDIATE EFFECT, That this Forty-First Supplement shall be effective inunediately 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 September 26, 2023, Mayo ,City of Fort Worth,Texas Ci Secretary, City of Fort Worth,Texas (SEAL) APPROVED AS TO FORM AND LEGALITY: aq ,o A o000000 `'0 ,00 0�0, 0 801d 9 o$d Yo a Y o 0 •k City Attorney, City Jf Fort Worth,Texas �aati �kASoo� �v�vv Signature Page—Ordinance Authorizing Issuance Of Series 2023A Water and Sewer Svsien Revenue Refiaiding Bonds 27 Section 32. IMMEDIATE EFFECT. That this Forty-First Supplement shall be effective inuuediately 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 September 26, 2023. Mayo ,City of Fort Worth,Texas Cit ecretary, City of Fort Worth,Texas (SEAL) 4.,d-O'hUn'Q� APPROVED AS TO FORM AND LEGALITY: a" �0AR � a �(Lai 000+o° ° dv0 o� c o* ! °°O000000 0° City Attorney, City of ort Worth,Texas Signature Page—Qrdinanee Aulljarizing Lssaance of Series 2023A Water and Sewev SySiem Reverse Refunding BOWS 27 Section 32, IMMEDIATE EFFECT. That this Forty-First 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 September 26, 2023. 4Mayor, ityy Worth,Texas Cit ecretary,City of Fort Worth,Texas (SEAL) APPROVED AS TO FORM AND LEGALITY: 11� AY 0000®qA a� 0 °° °%0�d °�� (J0 0-4 o o S a City Attorney, City of rt Worth,Texas a�? '"°O°ODo°°°° Signature Page—Ordinance Authavidirg Issuance of Series 2023A Water and Sewer System Revenue Refinrding Bonds 27 Section 32, IMMEDIATE EFFECT, That this Forty-First 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 September 26,2023. )4NJA— Mayo4 City of Foil Worth,Texas Ci Secretary, City of Fort Worth,Texas (SEAL) �.dp'UZ1�t1 APPROVED AS TO FORM AND LEGALITY: a� V®RT�0a O ooO0000000W �a { Y 6 ° °0".4 !� 0 0 (jo 0— °o 0°0 oOo000000 iry Attorney, City of Fgrr Worth,Texas a011 �X Signature Page—Ordinance Aolhorizing Issuance of Series 2023A Water and Sewer System Revenue Refimding Bonds 27 ESCROW AGREEMENT City of Fort Worth,Texas Water and Sewer System Revenue Refunding Bonds,Series 2023A THIS ESCROW AGREEMENT, dated as of October 18, 2023 (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between the City of Fort Worth, Texas (herein called the "Issuer") and BOKF, NA, Dallas, Texas, as escrow agent (herein, together with any successor in such capacity,called the'Escrow Agent"), The addresses of the Issuer and the Escrow Agent are shown on Exhibit A attached hereto and made a part hereof. WITNES SETH: WHEREAS, the Issuer heretofore issued and there presently remain outstanding the obligations (the "Refunded Obligations") described in the Verification Report(the "Report")relating to the Refunded Obligations,attached hereto as Exhibit B and made a part hereof;and WHEREAS, the Refunded Obligations are scheduled to mature in such years, bear interest at such rates,and be payable at such times and in such amounts as are set forth in the Report; and WHEREAS, when firm banking arrangements have been made for the payment of principal and interest to the maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and WHEREAS, Chapter 1207, Texas Government Code ("Chapter 1207"), authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with any paying agent for the Refunded Obligations, or a trust company or commercial bank that does not act as a depository for the Issuer, and such deposit, if made before such payment dates and in sufficient amounts, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement with any such paying agent for any of the Refunded Obligations, or a trust company or commercial bank that does not act as a depository for the Issuer,with respect to the safekeeping, investment,administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent,trust company or commercial bank may agree,provided that such deposits may be invested only in obligations described in Section 1207.062 of Chapter 1207, which obligations may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of principal and interest on the Refunded Obligations when due;and WHEREAS, the Escrow Agent is a commercial bank that does not act as a depository for the Issuer and this Agreement constitutes an escrow agreement of the kind authorized and required by said Chapter 1207; and WHEREAS, Chapter 1207 makes it the duty of the Escrow Agent to comply with the terms of this Agreement and timely make available to the places of payment (paying agents) for the Refunded Obligations the amounts required to provide for the payment of the principal of and interest on such obligations when due, and in accordance with their terms,but solely from the funds, in the manner,and to the extent provided in this Agreement; and WHEREAS,the City of Fort Worth,Texas Water and Sewer System Revenue Refunding Bonds, Series 2023A(the "Refunding Obligations") have been issued,sold and delivered for the purpose, among others, of obtaining the funds required to provide for the payment of the principal of the Refunded Obligations at their respective maturity dates or dates of redemption and the interest thereon to such dates; and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Obligations to the purchasers thereof, certain proceeds of the Refunding Obligations, together with certain other available funds of the Issuer, if applicable, shall be applied to purchase certain obligations described in Section 1207,062 of Chapter 1207, hereinafter defined as the "Escrowed Securities" for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance(if needed)in such Escrow Fund; and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide moneys which,together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded Obligations as it accrues and becomes payable and the principal of the Refunded Obligations on their maturity dates or dates of redemption; and WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent. NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors,as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Recitals. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. Section 1.02. Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement: "Code" means the Internal Revenue Code of 1986, as amended, or to the extent applicable the Internal Revenue Code of 1954, together with any other applicable provisions of any successor federal income tax laws. "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means, subject to any restrictions set forth in any order, ordinance or resolution of the Issuer authorizing the issuance of the Refunded Obligations,the obligations permitted by Section 1207,062 of Chapter 1207 as described in the Report or cash or other obligations permitted by Section 1207.062 of Chapter 1207 substituted therefor pursuant to Article IV of this Agreement. 2 Section 1.03. Other Definitions. The terms "Agreement", "Issuer", "Escrow Agent", "Refunded Obligations", "Refunding Obligations", "Report" and "Paying Agent", when they are used in this Agreement,shall have the meanings assigned to them in the preamble to this Agreement. Section 1.04. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof, This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law. ARTICLE II DEPOSIT OF FUNDS AND ESCROWED SECURITIES Section 2.01. Devosits in the Escrow Fund, Concurrently with the sale and delivery of the Refunding Obligations the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the funds and Escrowed Securities described in the Report, and the Escrow Agent shall,upon the receipt thereof, acknowledge such receipt to the Issuer in writing. ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3,01. Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2023A Escrow Fund (the "Escrow Fund"), The Escrow Agent hereby agrees that upon receipt thereof it will irrevocably deposit to the credit of the Escrow Fund the funds and the Escrowed Securities described in the Report. Such deposit, all proceeds therefrom, and all cash balances from tune to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations,which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof, When the final transfers have been made for the payment of such principal of and interest on the Refunded Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. Section 3.02. Payment of Principal and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund, the amounts required to pay the principal of the Refunded Obligations at their respective maturity dates and interest thereon to such maturity dates in the amounts and at the times shown in the Report. Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the Refunded Obligations as such interest comes due and the principal of the Refunded Obligations as the Refunded Obligations mature,all as more fully set forth in the Report. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by 3 each place of payment (paying agent) for the Refunded Obligations to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional finds in the amounts required to make such payments. Notice of any such insufficiency shall be given as promptly as practicable as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities,the proceeds thereof, and all other assets of the Escrow Fund to which they are entitled as owners of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants,drafts or checks drawn by the Issuer or,except to the extent expressly herein provided, by the Paying Agent. Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by,the United States of America,having a market value at least equal to such cash balances. ARTICLE IV LIMITATION ON INVESTMENTS Section 4.01. General Limitations. Except as provided in Sections 3.02, 4.02, 4.03 and 4.04 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to make substitutions of the Escrowed Securities,or to sell, transfer or otherwise dispose of the Escrowed Securities. Section 4.02. Reinvestment of Certain Cash Balances in Escrow by Escrow Agent. In addition to the Escrowed Securities listed in the Report,the Escrow Agent shall reinvest cash balances shown in the Report in United States Treasury Certificates of Indebtedness, Notes or Bonds - State and Local Government Series with an interest rate equal to zero percent(0%) (the "Zero SLGs")to the extent such Obligations are available from the Department of Treasury. All such re-investments shall be made only from the portion of cash balances derived from the maturing principal of and interest on any Escrowed Securities. Unless otherwise instructed by the Issuer in accordance with Section 4.03 hereof, the Escrow Agent shall acquire any Zero SLGs on the dates the Escrowed Securities listed in the Report mature, as shown in the Report,or on the first date Zero SLGs become available thereafter. The Escrow Agent shall purchase Zero SLGs that only mature on the dates shown in the Report. Section 4.03. Substitutions and Reinvestments. At the discretion of the Issuer,the Escrow Agent shall reinvest cash balances representing receipts from the Escrowed Securities, make substitutions of the Escrowed Securities or redeem the Escrowed Securities and reinvest the proceeds thereof in other 4 Escrowed Securities or hold such proceeds as cash, together with other moneys or Escrowed Securities held in the Escrow Fund provided that the Issuer delivers to the Escrow Agent the following: (1) an opinion by an independent certified public accountant that after such substitution or reinvestment the principal amount of the Escrowed Securities in the Escrow Fund(which shall be noncallable, not pre-payable obligations described in Section 1207.062 of Chapter 1207), together with the interest thereon and other available moneys, will be sufficient to pay, without further investment or reinvestment, as the same become due in accordance with the Report, the principal of, interest on and premium, if any, on the Refunded Obligations which have not previously been paid, and (2) an unqualified opinion of nationally recognized municipal bond counsel to the effect that(a) such substitution or reinvestment will not cause the Refunded Obligations to be "arbitrage bonds" within the meaning of Section 103 of the Code or the regulations thereunder in effect on the date of such substitution or reinvestment, or otherwise make the interest on the Refunded Obligations subject to federal income taxation,and(b)such substitution or reinvestment complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations. The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect to investments made at the direction of the Issuer. Section 4.04. Substitution for Escrowed Securities. Concurrently with the initial deposit by the Issuer with the Escrow Agent, but not thereafter, the Issuer, at its option, may substitute cash or non- interest bearing direct noncallable and not pre-payable Escrowed Securities described in Section 1207.062 of Chapter 1207 (i.e., obligations which mature and are payable in a stated amount on the maturity date thereof, and for which there are no payments other than the payment made on the maturity date) (the "Substitute Obligations") for non-interest bearing Escrowed Securities, if any, but only if such Substitute Obligations (a) are in an amount, and/or mature in an amount, which is equal to or greater than the amount payable on the maturity date of the obligation listed in the Report for which such Substitute Obligation is substituted, (b) mature on or before the maturity date of the obligation listed in the Report for which such Substitute Obligation is substituted,and (c) produce the amount necessary to pay the interest on and principal of the Refunded Obligations, as set forth in the Report, as verified by a certified public accountant or a firm of certified public accountants. If, concurrently with the initial deposit by the Issuer with the Escrow Agent, any such Substitute Obligations are so substituted for any Escrowed Securities, the Issuer may, at any time thereafter, substitute for such Substitute Obligations the same Escrowed Securities for which such Substitute Obligations originally were substituted. Section 4.05. Arbitrage. The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of the Code. 5 ARTICLE V APPLICATION OF CASH BALANCES Section 5.01. In General. Except as provided in Sections 3.02, 4.02, 4.03 and 4.04 hereof, no withdrawals,transfers,or reinvestment shall be made of cash balances in the Escrow Fund. ARTICLE VI RECORDS AND REPORTS Section 6.01. Records, The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Refunded Obligations. Section 6.02. Reports. While this Agreement remains in effect,the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding year, including, without limitation, credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 7,01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein,and that it will carry out all of its obligations hereunder. Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer as promptly as practicable of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shalt be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon,the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the Refunding Obligations or the Refunded Obligations and is not responsible for nor bound by any of the provisions thereof(except as a place of payment and paying agent and/or a Paying Agent/Registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need took only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded 6 thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement,nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action,neglect or default, not- for any toss unless the same shall have been through its negligence or willful misconduct. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others,with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund,to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own willful misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of,and consult with, among others,the Issuer at any time. The Escrow Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it in good faith and in accordance therewith. The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney,custodian or nominee so appointed. To the extent permitted by law,the Issuer agrees to indemnify, defend and hold the Escrow Agent and its officers, directors, agents, and employees harmless from and against any and all loss, damage, claim, liability and expense that may be incurred by the Escrow Agent arising out of or in connection with its acceptance or appointment as Escrow Agent hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder except that the Escrow Agent shall not be indemnified for any loss, damage, claim, liability, or expense resulting from its own negligence or willful misconduct. The foregoing indemnification shall survive the termination of this Agreement or the resignation or removal of the Escrow Agent for any reason. 7 Section 7.03. Cornpensation. (a) Concurrently with the sale and delivery of the Refunding Bonds,the Issuer shall pay to the Escrow Agent,as a fee for performing the services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement, the amount set forth in Exhibit C attached hereto, the sufficiency of which is hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. THE ISSUER AND THE ESCROW AGENT HE, ACKNOWLEDGE AND AGREE THAT THE VALUE OF THIS AGREEMENT AND THE COMPENSATION PAID TO THE ESCROW AGENT UNDER THIS AGREEMENT DOES NOT AND SHALL NOT EXCEED THE DOLLAR LIMITATION SET FORTH IN SECTIONS 2274.002(a)(2) AND 2276.002(a)(2) OF THE TEXAS GOVERNMENT CODE. (b) Upon receipt of the aforesaid specific sum stated in subsection (a) of this Section 7.03 for Escrow Agent fees, expenses, and services, the Escrow Agent shall acknowledge such receipt to the Issuer in writing. (c) The Escrow Agent acknowledges that it is the paying agent/registrar for the Refunded Obligations. In accordance with the paying agent/registrar agreement pertaining to the Refunded Obligations, the Issuer has agreed to pay the fees and expenses of the Escrow Agent due with respect to the Refunded Obligations to and through the date that their redemption and final payment have been provided for, and the Escrow Agent acknowledges that its fees and expenses due with respect to the Refunded Obligations to and through their redemption and final payment have been provided for. Section 7.04. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, authorized under Texas law to act as an escrow agent, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $50,000,000 and subject to the supervision or examination by Federal or State authority. Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and 8 deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent at the time acting hereunder may at any time resign and be discharged from the trust hereby created by giving not less than sixty(60) days'written notice to the Issuer and publishing notice thereof, specifying the date when such resignation will take effect, in a newspaper printed in the English language and with general circulation in New York,New York, such publication to be made once at least three (3) weeks prior to the date when the resignation is to take effect. No such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the owners of the Refunded Obligations or by the Issuer as herein provided and such successor Escrow Agent shall be a paying agent for the Refunded Obligations and shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. Under any circumstances, the Escrow Agent shall pay over to its successor Escrow Agent proportional pants of the Escrow Agent's fee and, if applicable, its Paying Agent's fee hereunder. If within 60 days following the resignation of the Escrow Agent, no successor Escrow Agent shall have been appointed, the Escrow Agent may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Section 7,05. Notice of Redemption. The Escrow Agent is hereby authorized and directed to cause notice of defeasance and redemption of the Refunded Obligations for which it serves as Paying Agent to be given at the time and in the form and manner prescribed in the proceedings that authorized the issuance of the Refunded Obligations, and the Escrow Agent hereby certifies that it will cause notice of redemption to be given to the holders of the Refunded Obligations prior to the date on which such notice of redemption is required to be given in the proceedings that authorized the issuance of the Refunded Obligations, ARTICLE VIII MISCELLANEOUS Section 8.01. Notice. Any notice, authorization,request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Exhibit A attached hereto. The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. Prior written notice of any amendment to this Agreement contemplated pursuant to Section 8.08 and immediate written notice of any incidence of a severance pursuant to Section 8.04 shall be sent to o Moody's Investors Service, Attn: Public Finance Rating Desk/Refunded Bonds, 99 Church Street, New York, New York 10007; Standard & Poor's Corporation, Attn: Municipal Bond Department, 25 Broadway,New York,New York 10004; and Fitch Ratings, Attn: Municipal Structured Finance, One State Street Plaza,New York,New York 10004. Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities 9 hereunder to the Issuer, the owners of the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. Section 8.04. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 8.05. Texas Law Governs, This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Section 8.07. Effective date of Agreement. This Agreement shall be effective upon receipt by the Escrow Agent of the funds described in the Report and the Escrowed Securities, together with the specific sums stated in subsections (a) and(b) of Section 7.03 for Escrow Agent and paying agency fees, expenses,and services. Section 8.08. Amendments. This Agreement shall not be amended except to cure any ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless the same shall be in writing and signed by the parties thereto. No such amendment shall adversely affect the rights of the holders of the Refunded Obligations, Section 8.09, Counterparts, This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts,taken together, shall constitute one and the same Agreement. The delivery of copies of this Agreement as executed by Adobe Acrobat PDF or similar electronic form of execution, or by electronic reproduction of a manual signature transmitted via electronic mail or facsimile, shall constitute effective execution and delivery as to the parties and may be used in lieu of originals for all purposes. Section 8.10. Miscellaneous. (a) This Agreement has a value of less than $100,000 for purposes of Section 2271.002 Chapter 2274,Texas Government Code. (b) The Escrow Agent represents and warrants, for purposes of Subchapter F of Chapter 2252 of the Texas Government Code,that at the time of execution and delivery of this Agreement neither the Escrow Agent, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Escrow Agent, engages in business with Iran, Sudan or any foreign terrorist organization or designated foreign terrorist organization as described in Chapters 2270 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code. The term 'foreign terrorist organization' and 'designated foreign terrorist organization' as used in this subsection (b) has the meaning assigned to such term in Section 2252,151 and Section 2270.0001(3) of the Texas Government Code,respectively. 10 [Remainder ofpage left blank intentionally] 11 EXECUTED as of the date first written above. CITY OF FORT WORTH,TEXAS City Manager ATTEST: City Secretary (City Seat) APPROVED AS TO FORM: City Attorney BOIU,NA By: Title: INDEX TO EXHIBITS Exhibit A Addresses of the Issuer and the Escrow Agent Exhibit B Verification Report Exhibit C Escrow Agent Fees Exhibit A. Addresses of the Issuer and the Escrow Agent ISSUER City of Fort Worth,Texas 200 Texas Street Third Floor, Southwest Fort Worth,Texas 76102 Attention: Chief Financial Officer/Director of Financial Management Services ESCROW AGENT BOKF,NA 5956 Sherry Lane, Suite 1201 Dallas,Texas 75225 Attention: Corporate Trust Department Exhibit B Verification Report See Verification Report Tab in the Transcript of Proceedings Exhibit C Escrow Agent Fees EXECUTED as of the date first written above. CITY OF FORT WORTH,TEXAS City Ma ATTEST: Cit Secretary ,,4:; GIT bo'�vatl�tl A�a� � 0p000 op00, 00 Fy O u 0�� p o 0.A d 0 0 (City Seal) f71$ o�!d o 'd N'',"� 000 . O0pO000 ou Ax a Y� APPROVED AS TO FORM: UA City Attorney EXECUTED as of the date first written above, CITY OF FORT WORTH,TEXAS City Man ATTEST: QD Ci Secretary Ay o0°�°Redid moo° °°00 ° d (City Seal) �000 n $ o V. * °°° o°'jK 000 APPROVED AS TO FORM: ity Attorney EXECUTED as of the date first written above. CITY OF FORT WORTH,TEXAS City M na City ATTEST: C' Secretary ooa��bUn Ay 000000 0 F.o 1 d (City Seal) ����0i� o ° 000 0 00 0000 APPROVED AS TO FORM: ity Attorney EXECUTED as of the date first written above. CITY OF FORT WORTH,TEXAS J City Ma a r ATTEST: t( yecretary �00 (City Seal) 0 0000000 u°`r%44ti 0 u C•1 0 u G O� 0r7 O 0� 0000000000}0' APPROVED AS TO PO :N City Attorney Exhibit B The true and correct signature of the Mayor is as follows; NUAL SIGNATURE OFFICIAL TITLE �.LA Mayor, City of Fort Worth,Texas Before rue, on this day personally appeared Mattie Parker, Mayor, City of Fort Worth, Texas, known to me to be the person whose name is subscribed to the foregoing instrument in my presence, Given under my hand and seal of office this&k. .311 o1Q NA ALA a �, S Texas "moo''°1' ', blic,State of ^Notary Pu 1-2024 =z; EV""03 3 ` ,�� r}v romm 32g22528 ' 9r "��. NolacY�� --- Notary Public Signature Idengl7cation-Alayor-Exhibit B—Wale/Seirer General Cerli icate B-1 The true and correct signature of the City Secretary is as follows: MANUAL SIGNATURE OFFICIAL TITLE City Secretary,City of Fort Worth, Texas Before me, on this day personally appeared Jannette S. Goodall, City Secretary, City of Fort Worth, Texas, known to me to be the person whose name is subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this�� aDa3. S``� Y^�f• _r ',A WINTERROWD �rf ,;•�� lie,State of Texas zu�. �,• pifes 01-11.2027 in 13413861-8 ofiary c nn�a Signature ldeagftcatian-CIO,Seerelay-Exhibit B-Weetei&ewer General Cerlifreate B-2 RECEIPT OF PROCEEDS THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON,PARKER,WISE AND JOHNSON CITY OF FORT WORTH The undersigned hereby certifies as follows: (a) That this receipt is executed and delivered with reference to City of Fort Worth,Texas Water and Sewer System Revenue Refunding Bonds, Series 2023A, in the principal amount of $77,805,000(the "Obligations"). (b) That the undersigned is the duly chosen and qualified Chief Financial Off cer/Director of Financial Management Services of the issuer of the Obligations. (c) That the Obligations have been duly delivered to the purchasers thereof,namely: JEFFERIES LLC (d) That the Obligations have been paid for in full by said purchaser concurrently with the delivery of this receipt, and the issuer of the Obligations has received, and hereby acknowledges receipt of, the proceeds for the purchase of the Obligations. EXECUTED and delivered this November 21, 2023. CHIEF FINANCIAL OFFICER/DIRECTOR OF FINANCIAL MANAGEMENT SERVICES RECEIPT OF PROCEEDS THE STATE OF TEXAS COUNTIES OF TARRANT,DENTON,PARKER,WISE AND JOHNSON CITY OF FORT WORTH The undersigned hereby certifies as follows: (a) That this receipt is executed and delivered with reference to City of Fort Worth,Texas Water and Sewer System Revenue Refiuiding Bonds, Series 2023A, in the principal amount of $77,805,000 (the "Obligations"). (b) That the undersigned is the duly chosen and qualified Chief Financial Officer/Director of Financial Management Services of the issuer of the Obligations. (c) That the Obligations have been duly delivered to the purchasers thereof, namely: JEFFERIES LLC (d) That the Obligations have been paid for in full by said purchaser concurrently with the delivery of this receipt, and the issuer of the Obligations has received, and hereby acknowledges receipt of, the proceeds for the purchase of the Obligations. EXECUTED and delivered this November 21, 2023. AL--- CHI FINA CIAL OFFICER/DIRECTOR OF FINANCIAL MANAGEMENT SERVICES RECEIPT OF PROCEEDS THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON,PARKER, WISE AND JOHNSON CITY OF FORT WORTH The undersigned hereby certifies as follows: (a) That this receipt is executed and delivered with reference to City of Fort Worth,Texas Water and Sewer System Revenue Refitnding Bonds, Series 2023A, in the principal amount of $77,805,000(the "Obligations"). (b) That the undersigned is the duly chosen and qualified Chief Financial Officer/Director of Financial Management Services of the issuer of the Obligations. (c) That the Obligations have been duly delivered to the purchasers thereof, namely: JEFFERIES LLC (d) That the Obligations have been paid for in full by said purchaser concurrently with the delivery of this receipt, and the issuer of the Obligations has received, and hereby acknowledges receipt of, the proceeds for the purchase of the Obligations. EXECUTED and delivered this November 21, 2023. CHIEF FINANCIAL OFFICER/DIRECTOR OF FINANCIAL MANAGEMENT SERVICES RECEIPT OF PROCEEDS THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON,PARKER, WISE AND JOHNSON CITY OF FORT WORTH The undersigned hereby certifies as follows: (a) That this receipt is executed and delivered with reference to City of Fort Worth,Texas Water and Sewer System Revenue Refunding Bonds, Series 2023A, in the principal amount of $77,805,000(the "Obligations"), (b) That the undersigned is the duly chosen and qualified Chief Financial Officer/Director of Financial Management Services of the issuer of the Obligations. (c) That the Obligations have been duly delivered to the purchasers thereof, namely. JEFFERIES LLC (d) That the Obligations have been paid for in full by said purchaser concurrently with the delivery of this receipt, and the issuer of the Obligations has received, and hereby acknowledges receipt of, the proceeds for the purchase of the Obligations. EXECUTED and delivered this November 21, 2023. CHIEF FINANCIAL OFFICER/DIRECTOR OF FINANCIAL MANAGEMENT SERVICES I SIGNED AND SEALED this City Manage City of Fort orth, Texas Chief Financial Officer/Director of Financial Management Services, City of Fort Worth, Texas AM o��00 °® (SEAL) /�o ���� �vo o$� o 0 o°� ZXA'� General Cerhjieate Signature Page—00,gfFor!Worth, Texas Water and Sewer System Revenge Re.iwe ng Banda,Series 2023A SIGNED AND SEALED this City Manage City of For ortb, Texas Chief Financial Officer/Director of Financial Management Services, City of Foil Worth, � ,4a k60 *- 'O�' �©�c,aL�� 0,0 ��(SEAL) Vgo, o r 0000000000 aan rlcXA`� ^, �nti�uor>�: General Certificate Signature Page—Cii),of Fort Worth, Texas Water and Sect=er System Revenue Reftrndhtg eondv,Series 2023A SIGNED AND SEALED this City Man e City of F Worth, Texas Chief Financial Officer/Director of Financial Management Services, City of Fort Worth, O�C)O000 0�.0� i�o o d duo odd (SEAL) 000 0 doo o anA��c General Certificate Signature Page—City ofFort Worth,Texas Water and Sewer System Revenue Re imdfng Bonds,Series 2023A SIGNED AND SEALED this City Maag City of Worth, Texas Chief Financial Officer/Director of Financial Management Services, City of Fort Worth, a4 n O°°°°0°°°°nO� Y ^O °0 d (SEAL) 1 v a= °°° °°°°°° � °°° a� n General Certificate Sip ianireP age—0 0,ofFo1•1 Worth,Texas Water and Sewer System Revenue Rr.imdiag Bonds,Series 2023A GENERAL CERTIFICATE THE STATE OF TEXAS COUNTIES OF TARRANT,DENTON,PARKER, WISE AND JOHNSON CITY OF FORT WORTH We, the undersigned, hereby officially certify that we are the City Manager and the Chief Financial Officer/Director of Financial Management Services, respectively, of the City of Fort Worth, Texas (the "City"), and we further certify as follows: General 1. That this certificate is given for the benefit of the Attorney General of the State of Texas, and the purchasers of City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2023A, in the aggregate principal amount of $77,805,000 (herein referred to as the "Bonds"), The Bonds are being issued in accordance with the terms of the "Master Ordinance Establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program" (the "Master Ordinance") and the "Forty-First Supplemental Ordinance" to the Master Ordinance authorizing the issuance of the Bonds (the "Forty-First Supplement", and together with the Master Ordinance, referred to herein as the "Ordinance"). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to said terms in the Ordinance. 2. That any certificate signed by any official of the City delivered to the purchasers of the Bonds or the Attorney General of the State of Texas shall be deemed a representation and warranty by the City as to the statements made therein. The Public Finance Division of the Office of the Attorney General of the State of Texas is hereby authorized to date this Certificate as of the date of approval of the Bonds and is entitled to rely upon the accuracy of the information contained herein unless notified by telephone or telecopy to the contrary. Matters Relating to the City 3. That the City is a duty incorporated home-rule municipality that adopted its charter under Section 5, Article XI, Texas Constitution, has more than 50,000 inhabitants, and operates and exists under the Constitution and laws of the State of Texas and the duly adopted Home Rule Charter of the City, which Charter has not been amended since the issuance of the most recent obligations approved by the Attorney General of Texas. 4. That the seal an impression of which appears below is the corporate seal of the City; that said seal has been used continuously as such corporate seal for more than forty years and was duly adopted as the seal of the City by the City Council of the City; and that since its adoption, no seal other than said seal has been used as the corporate seal of the City. 5. That on September 26, 2023, the date the City Council adopted the Forty-First Supplement, each of the following persons were the duly acting, constituted and qualified officers of the City as herein shown, respectively: 1 Mattie Parker, Mayor Carlos E,Flores, Michael D. Crain, Charles Lauersdorf, Alan Blaylock, Gyna Bivens, Dr. Jared Williams, Councilmembers, Macy Hill, Chris Nettles, Elizabeth M, Beek, Jeanette Martinez David Cooke, City Manager, Leann Guzman, City Attorney, Jannette S. Goodall, City Secretary, Reginald E. Zeno, Chief Financial Officer/Director of Financial Management Services 6. That no litigation of any nature has been Bled or, to the best of our knowledge, threatened, pertaining to, affecting or contesting: (a) the issuance, delivery,payment, security or validity of the proposed Bonds; (b) the ability of the City or the authority of the officers of the City to issue, execute and deliver the proposed Bonds; (c) the validity of the corporate existence or the Charter of the City; or(d)the boundaries of the City. 7. That the City has received all required disclosure filings under Section 2252,908 of the Texas Government Code in connection with the authorization and issuance of the Bonds and has notified the Texas Ethics Commission (TEC) of its receipt of such filings by acknowledging such filings in accordance with TEC rules, 8. That in connection with the issuance of the Bonds, the City represents and verifies, in accordance with the prohibition by Section 2252,152 of the Texas Government Code against governmental entities contracting with companies engaged in business with Sudan, Iran, or Foreign Terrorist Organizations, the City has not contracted with a company identified on a list prepared or maintained under Section 2252,153 or Section 2270.0201 of the Texas Government Code. Matters Relating to the System 9. That the City is in material compliance with all covenants contained in the Master Ordinance and the Supplements authorizing the outstanding City of Fort Worth,Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2014, Series 2015A, Series 2016, Series 2017A, Series 2020A and Series 2021, and the outstanding City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2009, Series 2015, Series 2015B, Series 2017, Series 2017B, Series 2018, Series 2019, Series 2020, Series 2022 and Series 2023 (herein referred to as the "Previously Issued Parity Bonds"); that the City is not in default in the performance and observance of any of the terms, provisions and conditions of the ordinances hereinabove referenced; and that the funds established and maintained pursuant to said ordinances each has been funded in the amounts necessary to pay scheduled debt service and any 2 reserve fund requirements when due, in accordance with the terms of each of said ordinances. Certain of the outstanding Previously Issued Parity Bonds are rated Aal/AA/AA+. 10. That the City is not in default as to any covenant, condition or obligation in connection with the City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series (the "Commercial Paper Notes"), and the ordinance authorizing the same; and that the funds established and maintained pursuant to said ordinance each contains the amounts required to be therein, There are currently no outstanding Commercial Paper Notes. 11. That other than for the payment of the principal of and interest on the Previously Issued Parity Bonds and the outstanding City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2012, City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2013A, City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2013C, City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2021, and City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2023, the Net Revenues of the City's Water and Sewer System have not been pledged to the payment of any other debt or obligation of the City. The pledge of Net Revenues to each series of the Certificates of Obligation described above is a limited pledge and is inferior to the pledge of Net Revenues to the Previously Issued Parity Bonds. 12. That a schedule showing the debt service requirements for the Bonds and all outstanding revenue bonds payable from the Net Revenues of the System is set forth in Table 10 in the Official Statement dated October 18, 2023 pertaining to the Bonds (the "Official Statement"),which schedule is incorporated herein by reference. 13. That the rates now being charged by the City for water and sewer service are set forth in Tables 5 and 6 (with respect to water rates) and Table 9 (with respect to sewer rates) in the Official Statement, and such tables are incorporated herein by reference. 14. That a condensed statement of income of the System available for debt service for the fiscal years of the City therein indicated is set forth in Table 11 in the Official Statement, and such table is incorporated herein by reference. 15. That attached hereto as Exhibit A is a schedule reflecting that the savings generated by refunding the Refunded Obligations meets the minimum requirements set forth in Section 3(e) of the Forty-First Supplement. The City is not in default under the terms of the Forty-First Supplement or the ordinance authorizing the issuance of the Refunded Obligations. 16. That the City does not provide free service from the System other than what is authorized under section 1502.057(b) of the Texas Government Code, Matters Relating to the Execution of the Bonds 17. That in connection with the execution of the Bonds; (a) The Mayor, the City Secretary and the City Attorney of the City have officially executed and signed the Bonds initially delivered to the purchaser by affixing thereto their manual or facsimile signatures; and by executing Exhibit B to this Certificate the Mayor, the City Secretary and the City Attorney hereby 3 adopt said facsimile signatures as their own, respectively, and declare that said facsimile signatures constitute their signatures the same as if they had manually signed each of the Bonds; (b) The Bonds are substantially in the form, and have been duly executed and signed in the manner, prescribed in the Forty-First Supplement; (c) At the time the Bonds were executed and signed, the Mayor, the City Secretary and the City Attorney were, and at the time of executing this certificate are, the duly chosen, qualified and acting officers indicated therein, and authorized to execute the same; (d) The official seal of the City has been impressed, or printed, or lithographed on each of the Bonds; and said seal has been duly adopted as, and is hereby declared to be,the official seal of the City. 18. That the true and correct signatures of the Mayor, the City Secretary and the City Attorney are set forth in Exhibit B attached hereto. Matters Relating to the Sale of the Bonds 19. That the Bonds were sold at competitive sale in accordance with the terms of the Forty-First Supplement. To our best knowledge and belief: (a) the descriptions and statements of or pertaining to the City contained in the Official Statement, and any addenda, supplement, or amendment thereto, on the date of the Official Statement, on the date of the sale of the Bonds and the acceptance of the best bid therefor, and on the date hereof, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including financial affairs, are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; _ (c) insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in the Official Statement are concerned, such statements and data have been obtained from sources the City believes to be reliable and the City has no reason to believe that they are untrue in any material respect; and (d) there has not been any materially adverse change in the financial condition of the City since the date of the last audited financial statements of the City. 4 Matters Relating to the Terms of the Sale of the Bonds 20, That the Authorized Representative has found and determined that the terms of the sale of the Bonds are the most advantageous reasonably obtainable to the City, [Execution page follows] 5 SIGNED AND SEALED this City Manager City of Fort Worth, Texas Chief Financial Officer/Director of Financial Management Services, City of Fort Worth,Texas (SEAL) General Certificate Signatwe Page—City of Forl Worth,Texas Water and Server System Revenue Refunding Bonds,Series 2023A Exhibit A DEBT SERVICE SAVINGS Present Value Prior Refunding to 11121/2023 Date Debt Service Debt Servioe Savings @ 3.8757M% 0913012024 4,050,050.00 4,045,505.OD 4,50.00 3,959.50 09/3011025 10,455,800.00 8,681,950.00 1,773,850.OD 1,692,098.94 0913012026 10,454,150.00 8,680,325.00 1,773,825.00 1,628,544.45 0913012027 10,452,125.00 8,681,075.00 1,771,050.00 1,565,547.08 09C30/2028 10,453,625.00 10,453,075.00 550.00 1,705.30 09130/2029 10,451,250.00 10,447,850.00 3,400.00 2,78120 0913012030 10,454,000.00 10,454,000.00 09f3O12031 10,455,750.00 10,455,750.00 09130/2032 10,450,625.00 10,450,625.00 0913012033 10,452,500.00 10,45z500.00 09130/2034 10,455,000.00 100500.00 108,584,875.00 103,257,655.00 5.327.220.00 4,894,63727 Savings Summary Dated Date 11/21/2023 Delivery Date 11/21/2023 PV of savings from cash flow 4,894,637.27 Not PV Savings 4,894,637.27 A-1 Exbibit B The true and correct signature of the Mayor is as follows; MANUAL SIGNATURE OFFICIAL TITLE Mayor, City of Fort Worth,Texas Before me, on this day personally appeared Mattie Parker, Mayor, City of Fort Worth, Texas, known to me to be the person whose name is subscribed to the foregoing instrument in my presence, Given under my hand and seal of office this i i Notary Public Signature Identification-Mayor-Exhibit B—Water/Sewer General Certificate B-1 The true and correct signature of the City Secretary is as follows: MANUAL SIGNATURE OFFICIAL TITLE City Secretary, City of Fort Worth, Texas Before me, on this day personally appeared Jannette S. Goodall, City Secretary, City of Fort Worth, Texas, known to me to be the person whose name is subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this i i C i Notary Public Signature Identification-City Secrelary-Exhibit B-Water/Sewer General Certificate B-2 The true and correct signature of the City Attorney is as follows: MANUAL SIGNATURE OFFICIAL TITLE City Attorney, City of Fort Worth, Texas Before me, on this day personally appeared Leann Guzman, City Attorney, City of Fort Worth, Texas, known to me to be the person whose name is subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this Notary Public I Signature Identification-City Attorney-Exhibit E-WaterlSeiver General Certificate B-3