HomeMy WebLinkAboutOrdinance 16320-03-2005ORDINANCE No. 1 ~ 3a a - ~~ _abo5
FOURTEENTH SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE REFUNDING BONDS, SERIES 2005A, IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $85,000,000;
APPROVING THE EXECUTION OF A BOND PURCHASE CONTRACT AND AN
ESCROW AGREEMENT AND OTHER INSTRUMENTS RELATED THERETO;
REPEALING ALL ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING THAT
THIS ORDINANCE SHALL BE IN FORCE AND EFFECT
FROM AND AFTER THE DATE OF ITS PASSAGE.
THE STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer"), a "home-rule" city
operating under ahome-rule charter adopted pursuant to Section 5 of Article XI of the Texas
Constitution, with a population according to the latest federal decennial census ofin excess af50,000,
has established and currently owns and operates a combined waterworks and sanitary sewer system
(the "System"); and
WHEREAS, the City heretofore has established the City of Fort Worth, Texas Water and
Sewer System Revenue Financing Program for the purpose of providing a financing structure for
revenue supported indebtedness of the System; and
WHEREAS, said Program was established pursuant to the terms of a "Master Ordinance
Establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program"
(the "Master Ordinance"); and
WHEREAS, unless otherwise defined herein, terms used herein shall have the meaning given
in the Master Ordinance; and
WHEREAS, the Master Ordinance authorizes revenue supported indebtedness to be issued,
incurred or assumed pursuant to the terms of supplemental ordinances {any such ordinance being a
„Supplement"); and
'WI IEREAS, pursuant to the terms of the Master Ordinance, the City has adopted twelve
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" and "Thirteenth Supplement", respectively, and the "Prior Supplements", collectively)
pursuant to which (i} the City of Fort Worth, Texas Water and Sewer System Revenue Refunding
Bands, Series 1991A and Series 1991B, the City afFort Worth, Texas Water and Sewer System.
Revenue Refunding Bonds, Series 1993, the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 199b, the City ofFort Worth, Texas Water and
Sewer System Revenue Refunding and Improvement Bands, Series 1997, the City of Fort Worth,
Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series i 998, the City
ofFort Worth, Texas Water and Sewer System Revenue Bonds, Series 2000, the City ofFort 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 and the
City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds,
Series 2005 were issued, and {ii) 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 i99IA Bands, Series 199IB Bonds and the Series 1993
Bonds are no longer are outstanding, and the aforesaid Series 199b Bonds, Series 1997 Bonds, Series
1998 Bonds, Series 2000 Bonds, Series 2000B Bonds, Series 2001 Bonds, Series 2003 Bonds, Series
2003A Bonds, the Series 2004 Bonds and the Series 2005 Bonds are hereinafter referred to as the
"Previously Issued Parity Bonds"; and
WF-IEREAS, 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, the Previously Issued Parity Bands are secured by a first lien on and pledge of
the Pledged Revenues of the System; and
WHEREAS, in addition to the Previously Issued Parity Bonds, the City has authorized the
issuance of up to $125,000,000 ofits Water and Sewer System Commercial Paper Notes, Series A
{the "Commercial Paper Notes"), for the purpose of providing a method of interim financing to
improve and extend the City's Water and Sewer System; and
WI-~REAS, in connection with the Commercial Paper Notes, the City has obtained a line of
credit from Bank of America, N.A. {the "Bank"); and
WHEREAS, the obligations of the City under the agreement with the Bank are secured by
alien on and pledge of the Pledged Revenues of the System, subordinate to the lien on and pledge
of the Pledged Revenues of the System in favor of the owners of the Previously Issued Parity Bonds;
and
WHEREAS, the City currently does not have any Commercial Paper Notes outstanding; and
WHEREAS, it is deemed advisable and to the best interest of the City, and the City Council
of the City has determined, to refund the outstanding obligations of the City described in Schedule
_2_
I attached to this Fourteenth Supplement (the "Refundable Bands") to achieve a debt service savings
with respect to the Refundable Bonds; and
WHEREAS, because of Iluctuating conditions in the municipal bond market, the City Council
has determined to delegate to the City Manager the authority to effect the sale of the bonds
hereinafter authorized for the purpose of providing for the refunding of all or a portion of the
Refundable Bands described in Schedule I, subject to the parameters hereinafter described; and
WI~REAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
Chapters 1207, Texas Government Cade, far the purposes set forth above.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS:
SECTION 1. DEFINITIONS. That in addition to the definitions set forth in the preamble
of this Fourteenth Supplement, the terms used in this Fourteenth 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 Fourteenth Supplement. Any references in this Fourteenth
Supplement to the "FORM OF BOND" shall be to the form ofthe Bonds as set forth in Exhibit B to
this Fourteenth Supplement.
Section 2. BONDS AUTHORIZED. That there shall be authorized to be issued, sold, and
delivered hereunder the Bonds, numbered consecutively from R-1 upward, payable to the respective
initial registered owners thereaf, or to the registered assignee or assignees of the Bonds or any
portion or portions thereaf, in the denomination of $5,000 or any integral multiple thereof (an
"Authorized Denomination"), maturing not later than February 15, 2025, payable serially or otherwise
on the dates, in the years and in the principal amounts, respectively, and dated, all as set forth in the
Purchase Contract. The Bonds are hereby authorized to be issued for the purpose of refunding all ar
a portion ofthe Refundable Bands, and to pay the casts of issuing the Bonds. The Bonds authorized
by this Fourteenth Supplement to be issued, sold and delivered may not be sold in an aggregate
principal amount in excess of $55,000,000.
Section 3. SALE OF BONDS. (a) That the Bonds will be sold through a negotiated sale
pursuant to the procedures set forth herein. Lehman Brothers is hereby designated to be the senior
managing underwriter for the Bonds. The City Manager, acting for and on behalf of the City, is
authorized to enter into and carry out the Purchase Contract with the Underwriters, in substantially
the form attached hereto and made a part hereof far all purposes, with such changes as may be
necessary to effect the sale of the Bonds to the Underwriters. The Bonds shall be sold to the
Underwriters at such price, and subject to such terms and conditions as set forth in the Purchase
Contract, as shall be determined by the City Manager pursuant to subsection (b) below. The
authority of the City Manager to execute the Purchase Contract shall expire if the Purchase Contract
has not been executed by the City and by the Underwriters (acting through their duly designated
representative) by 5:00 p. m., Thursday, Tune 30, 2005. Any finding or determination made by the
City Manager relating to the issuance and sale of the Bonds and the execution of the Purchase
,.3..
Contract in connection therewith shall have the same force and effect as a finding or determination
made by the City Cauneil.
(b) As authorized by Chapter 1207, the City Manager is hereby authorized, appointed, and
designated to act on behalf of the City in selling and delivering the Bonds and carrying out the other
procedures specified in this Fourteenth Supplement, including determining and fixing the date of the
Bands, any additional or different designation or title by which the Bonds shall be known, the
aggregate principal amount of the Bonds, the date of delivery of the Bands, the price at which the
Bonds will be sold, the years in which the Bands will mature, the principal amount of Bands to
mature in each of such years, the rate of interest to be borne by each such maturity, the interest
payment periods, the dates, price, and terms upon and at which the Bonds shall be subject to
redemption prior to maturity at the option of the City, as well as any mandatory sinking fund
redemption provisions, and all other matters relating to the issuance, sale, and delivery of the Bonds,
and the refunding of the Refunded Bonds, including, without limitation, obtaining a municipal bond
insurance policy and a debt service reserve fund surety bond in support of the Bands, all of which
shall be specif ed in the Purchase Contract; provided, that (i) the price to be paid for the Bands shall
not less than 9S% of the aggregate original principal amount thereof, plus accrued interest thereon
from the date of their delivery, and (ii) none of the Bonds shall bear interest at a rate greater than
10% per annum. Interest on the Bonds shall be calculated on the basis of a 360-day year composed
of twelve 30-day months from the dates specified in the FORM OF BOND to their respective dates
of maturity at the rates set forth in the Purchase Contract.
(c) The City Manager and the Director of Finance are authorized and directed to provide far
and oversee the preparation ofa final official statement in connection with the issuance ofthe Bonds,
and to approve such final official statement and deem the preliminary official statement prepared in
connection with the sale of the Bonds final in compliance with the Rule and to provide it to the
Underwriters of the Bonds incompliance with the Rule. The use of the preliminary official statement
prepared in connection with the sate of the Bonds is hereby ratified.
Section 4. RIGHT OF PRIOR REDEMPTION. (a) Redemption. That to the extent so
provided for in the Purchase Contract, the Bonds may be subject to redemption prior to their
scheduled maturities. Should the Purchase Contract provide for the redemption of the Bonds prior
to their scheduled maturities at the option of the City, 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 thereof to be
redeemed and shall direct the Paying Agent/Registrar to call by lot Bonds, or portions thereof, within
such maturity or maturities and in such principal amounts, far redemption; provided, that during any
period in which ownership of the Bonds is determined only by a book entry at a securities depository
far 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 Bands of such maturity and bearing such interest rate shall be
selected in accordance with the arrangements between the City and the securities depository. Should
the Purchase Contract provide far the mandatory sinking fund redemption of Bands, the terms and
conditions governing any such mandatary sinking fund redemption and the sinking fund payments
relating thereto shall be as set forth in the Purchase Contract.
_4_
{b) General Notice. Native of any redemption of Bonds shall be given in the following
manner, to-wit, {i) a written notice of such redemption shall be given to the registered owner of each
Band ar a portion thereof being called far redemption not more than sixty (60) days nor less than
thirty (30) days prior to the date fixed for such redemption by depositing such native in the United
States mail, hrst,class postage prepaid, addressed to each such registered owner at his address shown
on the Registration Books of the Paying Agent/Registrar and (ii) at least thirty (30) days prior to the
date fixed for such redemption, a notice of such redemption shall either be published one time or
posted electronically on the website of a financial journal or publication of general circulation in the
United States of America ar the State of Texas which carries as a regular feature notices of
redemption of municipal bonds; provided, however, that the failure to send, mail, or receive such
notice described in clause {i) above, ar any defect therein or in the sending or mailing thereof, shall
not affect the validity or effectiveness of the proceedings for the redemption of any Bond, as
publication or posting of notice as described in clause {ii) above shall be the only notice actually
required in connection with ar as a prerequisite to the redemption of any Bonds. By the date fixed
for any such redemption due provision shall be made by the City with the Paying Agent/Registrar for
the payment ofthe required redemption price for the Bands or the portions thereof which are to be
so redeemed, plus accrued interest thereon to the date fxed for redemption. If such notice of
redemption is given, and if due provision for such payment is made, all as provided above, the Bonds,
ar the portions thereofwhich are to be sa redeemed, thereby automatically shall be redeemed prior
to their scheduled maturities, and shall not bear interest after the date fixed far their redemption, and
shall not be regarded as being outstanding except for the right of the owner to receive the redemption
price plus accrued interest to the date hxed far redemption from the Paying Agent/Registrar out of
the funds provided far such payment. The Paying Agent/Registrar shall record in the Registration
Books ail such redemptions of principal of the Bonds or any portion thereo£ 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 Fourteenth
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 Iot or other
customary random method selected by the Paying Agent/Registrar {provided that a portion of a Bond
may be redeemed only in an 'integral multiple of $5,000). 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 AgentlRegistrar) prior to such redemption.
(c) Notice to Securities Depositories. {i) In addition to the manner of providing notice of
redemption ofBonds as set forth above, the Paying Agent/Registrar shall give notice of redemption
of Bonds by United States mail, frst-class postage prepaid, at least thirty (30) days prior to a
redemption date to each registered securities depository and to any national information service that
disseminates redemption notices. ~n addition, in the event of a redemption caused by an advance
refunding of the Bonds, the Paying Agent/Registrar shall send a second notice of redemption to the
persons specified in the immediately preceding sentence at least thirty (30) days but not more than
ninety {90) days prior to the actual redemption date. Any notice sent to the registered securities
depositaries or such national information services shall be sent so that they are received at least two
(2) days prior to the general mailing or publication date of such~notice. The Paying Agent/Registrar
-5-
shall also send a native of prepayment or redemptian to the awner of any Bond who has not sent the
Bonds in for redemptian sixty (60) days after the redemptian date.
(ii} Each redemption native, whether required in the FORM OF BOND or otherwise by this
Fourteenth Supplement, shall contain a descriptran of the Bonds to be redeemed including the
complete name of the Bands, the series, the date of issue, the interest rate, the maturity date, the
GUSII] number, if any, the amounts called for redemptian, the publication and mailing date for the
notice, the date of redemption, the redemptian price, the name ofthe 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 Bands shall include a CUSIP number relating to each amount paid to such registered awner.
Section S. CHARACTERISTICS OFTHE BONDS. ,(a) Re istration Transfer Conversion
and Exchange; Authentication. The City shall keep or cause to be kept at the designated corporate
trust office of Wells Fargo Bank, National Association (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 AgentlRegistrar may prescribe; and the
Paying Agent/Registrarsholl make such registrations, transfers, conversions and exchanges as herein
provided. The Paying Agent/Registrar shall attain and record in the Registration Baaks the address
of the owner of each Bond to which payments with respect to the Bands shall be mailed, as herein
provided; but it shall be the duty of each awner to notify the Paying Agent/Registrar inwriting ofthe
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 the
Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the
Paying AgentlRegistrarsholl keep the Registration Books confidential and, unless otherwise required
by law, shall not permit their inspection by any other entity. Except as otherwise provided in the
FORM OF BOND, the owner of each Bond requesting a conversion, transfer, exchange and delivery
of such Band shall pay the Paying AgentlRegistrar's standard ar 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 in the FORM OF BOND. Each substitute Bond
shall bear a letter and/or number to distinguish it from each other Sand. An authorized representative
of the Paying AgentlRegistrarsholl, before the delivery of any such Band, date and manually sign the
"Paying Agent/Registrar's Authentication Certificate" in the farm set forth in the FORM OF BOND
(the "Authentication Certificate"), and, except as provided below, no such Bond shall be deemed to
be issued ar Outstanding unless the Authentication Certificate is so executed; the foregoing
notwithstanding, the Authentication Certificate need not be executed if any such Band is accompanied
by an executed "Comptroller's Registration Certificate" in the farm set forth in the FORM OF BOND.
The Paying Agent/Registrarpramptly shall cancel all paid Bonds and Bands surrendered for conver-
sion and exchange. No additional ordinances, orders, or resolutions need be passed or adapted by
the governing body of the City or any other body or person sa as to accomplish the foregoing
conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall
-6-
provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed
herein. Pursuant to Chapter 1200, 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 Cer-
tificate, 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 Fourteenth Supplement, approved by the Attorney General, and registered by the Comptroller
of Public Accounts. As of the date this Fourteenth Supplement is approved by the City, the
Designated Trust Offzce is the Minneapolis, Minnesota corporate trust oiTice of Wells Fargo Bank,
National Association.
(b) Payment of Bonds ,,an,cl,,,„In,~terest. The Gity 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 Fourteenth 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
Bands.
(c} In General. The Bands (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) maybe converted and exchanged for other Bonds, (v) shall have the characteristics, {vi} shall be
signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be
payable, and {viii) shall be administered and the Paying AgentlRegistrar 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 Fourteenth 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 ar Bonds issued under this Fourteenth Supplement the Paying Agent/Registrar shall execute
the Authentication Certificate.
(d) Substitute Paying A~ent/Re~istrar. The City covenants with the owners of the Bonds that
at all times while the Bands are Outstanding a competent and legally qualified entity shall act as and
perform the services of Paying Agent/Registrarfor the Bonds under this Fourteenth Supplement, and
that the Paying Agent/Registrar will be one entity. Such entity may be the City, to the extent
permitted by law, ar a bank, trust company, financial institution, ar other agency, as selected by the
City. The City reserves the right to, and may, at its option, change the Paying AgentlRegistrarupoo
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/Registraruoder this Fourteenth 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 toeach 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 AgentlRegistrar shall be deemed to have agreed to the provisions
of this Fourteenth Supplement, and a certified copy of this Fourteenth Supplement shall be delivered
to each Paying Agent/Registrar.
Section 6. FORM OF BONDS. (a) Form of Bonds. That the form ofall Bonds, including
the form of the Authentication Certificate, the farm 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
Fourteenth Supplement, shall be, respectively, substantially as set forth in Exhibit B, with such appro-
priate variations, omissions, ar insertions as are permitted or required by this Fourteenth Supplement
and the Purchase Contract.
(b) Printing Bond Counsel Opinion and Statement of Insurance. The printer of the Bands is
hereby authorized to print on the Bonds the form ofbond counsel's opinion relating to the Bands, and
is hereby authorized to print on the Bonds an appropriate statement of insurance furnished by a
municipal bond insurance company providing municipal band insurance, if any, covering all or any
part of the Brands.
Section 7. ESTABLIS~IIvIENT OF FINANCING PROGRAM AND ISSUANCE OF
PARITY OBLIGATIONS. -That by adoption of the Master Ordinance the City has established the
City of port W arth, 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 Fourteenth Supplement provides for the authorization, issuance, sale, delivery,
form, characteristics, provisions of payment and redemption, and security of the Bonds which are a
series of Parity Obligations. The Master Ordinance is incorporated herein by reference and as such
made a part hereof for all purposes, except to the extent modified and supplemented hereby, and the
Bonds are hereby declared to be Parity Obligations under the Master Ordinance. The City hereby
determines that it will have sufficient funds to meet the financial obligations of the System, including
sufficient Pledged Revenues to satisfy the Annual Debt Service Requirements of the System and to
meet all financial obligations of the City relating to the System.
Section 8. PLEDGE. (a) 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 ar deed of trust an any properties,
whether real, personal, or mixed, constituting the System.
(b) Chapter I208 applies to the issuance of the Bonds and the pledge of the Pledged
Revenues granted by the City under subsection (a) afthis Section, and such pledge is therefore valid,
effective, and perfected. If Texas law is amended at any time while the Bands are outstanding and
-8-
unpaid such that the pledge ofthe Pledged Revenues granted by the City is to be subject to the filing
requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the
registered owners of the 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, Texas Business & Commerce Code and enable a filing to
perfect the security interest in said pledge io 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 deposits to the credit of the Reserve Fund shall be
made in the manner described in Section 12(b) of this Fourteenth Supplement.
Section 11. INVESTMENTS. That money in the Reserve Fund created under this
Fourteenth 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 Bands. Earnings derived from the investment of moneys on deposit in the
various Funds and Accounts shall be credited to the Fund or Account from which moneys used to
acquire such investment shall have come.
Section 12. FLOW OF FUNDS. That all monies in the System Fund not required for paying
Operating Expenses during each month shall be applied by the City, on or before the 10th day of the
fallowing 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 10th day thereof, as will be sufficient, together with other amounts,
if any, in the Debt Service Fund available for such purpose, to pay the interest scheduled to
came due on the Bonds on the next succeeding interest payment date; and
(2} such amounts, deposited in approximately equal monthly installments,
commencing during the month which shall be the later to occur of, (i) the twelfth month
before the first maturity date of the Bonds, or (ii}the month in which the Bonds are delivered,
or the month thereafter if delivery is made after the 10th day thereof, as will be sufficient,
together with other amounts, if any, in the Debt Service Fund available for such purpose, to
pay the principal (including mandatory sinking fund redemption payments, if any) scheduled
to mature or came due an the Bonds on the next succeeding principal payment date ar
mandatory sinking fund redemption date, as the case maybe.
-9-
(b) Reserve Fund. When and so long as the Reserve Fund Obligations in the Reserve Fund
are not less than the Required Reserve Amount, no deposits need be made to the credit of the
Reserve Fund. When and if the Reserve Fund at any time contains less than the Required Reserve
Amount due to any cause or condition then, subject and subordinate to making the required deposits
to the credit of the Debt Service Fund, commencing with the month during which such deficiency
occurs, such deficiency shall be made up from the next available Pledged Revenues or from any other
sources available for such purpose, in rraonthly installments of not less than 1112 of the Required
Reserve Amount, in the manner provided in the Master Ordinance. Reimbursements to the provider,
if any, of a Credit Facility shall constitute the making up of a deficiency to the extent that such
reimbursements result in the reinstatement, in whale or in part, as the case maybe, of the amount of
the Credit Facility.
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 of
the Bonds are 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 ofthe Bonds, as shall become due on such dates, respectively,
at maturity ar by redemption prior to maturity. The Paying AgentlRegistrar 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 ofthe 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 of the proceeds of the
Bands ar the projects financed therewith (less anr~ounts 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 Fourteenth Supplement or any underlying arrangement, directly or indirectly, secure ar
provide for the payment ofmore than ten percent {10%) ofthe 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) hereofexceeds five percent (5°/fl) ofthe proceeds afthe 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 fora "private business use" which is "related"
and not "disproportionate", within the meaning of section 141(b)(3} of the Cade, to the
governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent (5%) of the proceeds of the Bonds (less amounts deposited into
-~o-
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 Cade;
(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 I4I (b) ofthe Cade;
(e) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section I49(h) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire ar to replace funds which were used, directly ar indirectly, to acquire
investment property (as defined in section 148(b}(2} ofthe Code} which produces a materially
higher yield over the term. of the Bonds, other than investnraent property acquired with -
(1) proceeds afthe Bonds invested for a reasonable temporary period until
such proceeds are needed for the purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(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 Bands, as maybe necessary, so that the Bonds da not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refundings); and
{h} to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at Ieast equal to
ninety percent (90%) of the "Excess Earnings", within the meaning of section I48(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 (I00%) 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" included "disposition proceeds" as defined in the Treasury Regulations and, in the case
of a refunding band, transferred proceeds {if any) and proceeds of the refunded bands expended prior
to the date of the issuance of the Bonds. It is the understanding of the Issuer that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U. S. Department of the Treasury pursuant thereto. In the event that regulations
or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable
to the Bands, the Issuer will nit 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
-11-
adversely affect the exemption from federal income taxation of interest on the Bonds under section
103 of the Cade. In the event that regulations or rulings are hereafter promulgated which impose
additional requirements which are applicable to the Bands, the Issuer agrees to comply with the
additional requirements to the extent necessary, in the opinion ofnationally-recognized band counsel,
to preserve the exemption from federal income taxation of interest on the Bands under section 103
of the Code. In furtherance of the foregoing, the Mayor, the City Manager, any Assistant City
Manager, and the Director of Finance may execute any certificates or other reports required by the
Cade and to make such elections, an behalf of the City, which maybe 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 (h}, a "Rebate Fund" is hereby established by the City far the sole benefit ofthe United
States of America, and such Rebate Fund shall not be subject to the claim of any other person,
including without limitation the registered owners of the Bonds. The Rebate Fund is established for
the additional purpose of compliance with section 1~8 afthe Code.
Section 15. AMENDMENT OF FOURTEENTH SUPPLEMENT. (a) That the owners of
a majority in Outstanding Principal Amount of the Bands shall have the right from time to time to
approve any amendment to this Fourteenth Supplement which may be deemed necessary or desirable
by the City, provided, however, that nothing herein contained shall permit or be constzued to permit
the amendment of the terms and conditions in this Fourteenth Supplement or in the Bands so as to:
(1) Make any change in the maturity of any of the Outstanding Bands;
(2) Reduce the rate of interest borne by any of the Outstanding Bands;
{3} Reduce the amount of the principal payable on the Outstanding Bands;
(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 ar amendments shall be approved by the owners of all of the Bonds then
Outstanding.
(b) That if at any time the City shall desire to amend the Fourteenth 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
thereofis on file at the principal office of the Paying Agent/Registrar for inspection by all owners of
the Bands. Such publication is not required, however, if notice in writing is given to each owner of
the Bands.
(c) That whenever at any time not less than thirty {3 0) days, and within one year, from the
date of the first publication of said notice ar other service of written notice the City shall receive an
-12-
instrument ar instruments executed by the owners of at least a majority in Outstanding Principal
Amount ofthe Bands 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 an file with the Paying Agent/Registrar, the governing
body of the City may pass such amendment in substantially the same form.
(d) That upon the passage of any such amendment pursuant to the provisions ofthis Section,
this Fourteenth Supplement shall be deemed to be amended in accordance with such amendment, and
the respective rights, duties and obligations under this Fourteenth Supplement ofthe City and all the
owners of then Outstanding Bonds shall thereafter be determined, exercised and enforced hereunder,
subject in ail respects to such amendment.
(e) That any consent given by the owners of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six (6} months from the date ofthe 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 maybe revoked at any time after six months from the date
of the first publication of such notice by the owner whn 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 Bands
have, prior to the attempted revocation, consented to and approved the amendment.
(f) The foregoing provisions of this Section notwithstanding, the City by action of the City
Council may amend this Fourteenth Supplement without the consent of any owner of the Bonds or
any other Parity Obligations, solely for any one ar more of the following purposes:
(1) To add to the covenants and agreements of the City in this Fourteenth
Supplement contained, other covenants and agreements thereafter to be observed, grant
additional rights ar remedies to the owners afthe Bands ar to surrender, restrict or limit any
right ar 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 Fourteenth Supplement,
or in regard to clarifying matters ar questions arising under this Fourteenth Supplement, as
are necessary or desirable and not contrary to or inconsistent with this Fourteenth ,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 Fourteenth Supplement in any other
respect whatever, 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 Fourteenth Supplement as may be required,
in the opinion of Bond Counsel, to ensure compliance with sections 1 Q3 and 1.41 through 154
of the Code and the regulations promulgated thereunder and applicable thereto;
_X3_
{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 ofthis
li ourteenth ,Supplement and which shall not adversely affect the interests of the owners of the
Bonds;
(f>) To make such changes, modifications or amendments as are permitted by Section
17{c)(v) of this p'ourteenth 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 Bands, in order,
to the extent permitted by law, to facilitate the economic and practical utilization of interest
rate swap agreements, foreign currency exchange agreements, or similar type of agreements
with respect to the Bonds.
Notice of any such amendment maybe published by the City in the manner described in clause (b) of
this Section; provided, however, that the publication of such notice sha11 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) Ownership of the Bonds shall be established by the Registration Books maintained by
the Paying AgentlRegistrar, in its capacity as registrar and transfer agent far the Bonds.
Section 16. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
{a) That in the event any Outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the
Paying Agent/R.egistrar 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 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
-I4-
mutilation of a Bond, the applicant shall surrender to the Paying AgentCRegistrar for cancellation the
Bond so damaged ar mutilated.
(c) Notwithstandzngthc foregoing provisions ofthis Section, in the event any such Band shall
have matured, and no default has occurred which is then continuing in the payment of the principal
af, redemption premium, if any, or interest on the Band, 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
SectlOn.
(d) 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 Band
is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the
last, stolen, or destroyed Band shall be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of this Fourteenth Supplement equally and proportionately with any and
all other Bonds duly issued under this Fourteenth Supplement.
(e) In accordance with Chapter 1206, this Section of this Fourteenth Supplement shall
constitute authority for the issuance of any such replacement bond without necessity of further action
by the governing body of the City or any other body ar person, and the duty of the replacement of
such bonds is hereby authorized and imposed upon the Paying Aent/Registrar, and the Paying
Agent/Registrarsholl authenticate and deliver such bonds in the farm and manner and with the effect,
as provided in Section 5(a} of this Fourteenth Supplement for Bonds issued in exchange for other
Bonds.
Section 17. CONTINUrNG DISCLOSURE UNDERTAKING. (a) Annual Reports. (i)
The City shall provide annually to each NRMSIR and any SID, within six months after the end of
each Fiscal Year ending in or after 2005, financial information and operating data with respect to the
City of the general type included in the final Official Statement authorized by Section 3(c} of this
Fourteenth Supplement, being the information described in Exhibit C hereto, Any financial
statements so to be provided shall be (l) prepared in accordance with the accounting principles
described in Exhibit C hereto, ar 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, ifthe City commissions
an audit of such statements and the audit is completed within the period during which they must be
provided. If the audit of such financial statements is not complete within such period, then the City
shall provide unaudited financial statements within such period and shall provide audited financial
statements for the applicable Fiscal Year to each NRMSIR and any STD, when and if the audit report
on such statements becomes available.
(ii) Tfthe City changes its Fiscal Year, it will notify each NRMSIR and any SID ofthe change
(and ofthe 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 maybe set forth in full in one
or more documents or may be included by specific reference to any document (including an official
statement ar other offering document, if it is available from the MSRB) that theretofore has been
provided to each NRMSIR and any SILT or filed with the SEC.
_t~_
(b) Material Event Notices. The City shall notify any SID and either each NRMSIlZ or the
MSRB, in a timely manner, of any of the fallowing events with respect to the Banda, if such event
is material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws an debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bands;
7. Modifications to rights of holders of the Bonds;
S. Band calls;
9. Defeasances;
Y0. Release,substitution,orsaleofpropertysecuringrepayentoftheBands;and
11. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any
failure by the City to provide financial information or operating data in accordance with subsection
(a} of this Section by the tune required by such subsection. Any filing under this Section may be
made solely by transmitting such filing to the MAC as provided at http://ww~v.disclosureusa.or~,
unless the SEC has withdrawn the interpretive advice stated in its letter to the MAC dated September
7, 2004.
{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 Fourteenth
Supplement or applicable law that causes Bonds no longer to be outstanding.
(ii) The provisions ofthis Section are for the sole benefit afthe Holders and beneficial owners
of the Bands, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only
the financial information, operating data, financial statements, and notices which it has expressly
agreed to provide pursuant to this Section and does not hereby undertake to provide any other
information that maybe relevant or material to a complete presentation ofthe 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 ar 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
-16-
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 sha11
comprise a breach of or default under this Fourteenth Supplement for purposes of any other provision
ofthis Fourteenth 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) 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 Iegal requirements, a change in Iaw, 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 ofthis Fourteenth Supplement that authorizes such an amendment) ofthe 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 afthe Bonds. ifthe City so amends the provisions ofthis Section,
it shall include with any amended financial information or operating data next provided in accordance
with subsection (a) ofthis Section an explanation, in narrative farm, of the reason for the amendment
and of the impact of any change in the type of financial information or operating data sa provided.
Section 18 , FOURTEENTH SUPPLEMENT TO CONSTITUTE A CONTRACT; EQUAL
SECURITY. That in consideration of the acceptance of the Bonds, the issuance of which is
authorized hereunder, by thane who shall bald the same from time to time, this Fourteenth
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 Fourteenth Supplement by the City and
the covenants and agreements set forth in this Fourteenth 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 aver any of the others by reason of time of issuance, sale, ar maturity thereofor otherwise
for any cause whatsoever, except as expressly provided in or permitted by this Fourteenth
Supplement.
Section 19. SEVERABILITY OF INVALID PROVISIONS, That ifany one or more ofthe
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, ar 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 noway affect the validity of any of the other provisions hereof
or of the Bonds issued hereunder.
-17-
Section 20. PAYMENT AND PERFORMANCE ON BUSINESS DAYS. That, except as
provided to the contrary in the FORM OF BOND, whenever under the terms of this Fourteenth
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 elTect as if made on the date of performance or payment.
Section 2l . LIMITATION OF BENEFITS WITH RESPECT TO THE FOURTEENTH
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 Fourteenth Supplement ar 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 Fourteenth Supplement or any covenant, condition, stipulation,
promise, agreement, or provision herein contained. This Fourteenth 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 sale and exclusive benefit of the City, the Holders, and the Paying
Agent/Registrar as herein and therein provided.
Section 22 FURTHER PROCEDURES. That the Mayor, the City Manager, any Assistant
City Manager, the Director of Finance, 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 an behalf of the City all such instruments, whether herein mentioned, as may be necessary
ar desirable in order to carry out the terms and provisions of this Fourteenth Supplement and the
Bonds, including, but not limited to, conforming documents to receive the approval of the Texas
Attorney General and to receive ratings from municipal bond rating agencies, the printing of a
statement relating to the insuring of the Bands by a municipal bond insurance company, and, if
necessary, executing and delivering an agreement ofthe type referred to in Section 29 hereof and a
"Blanket Letter of Representations" in the form provided by DTC.
Section 23. APPROVAL AND REGISTRATION OF BONDS. That the City Manager of
the City is hereby authorized to have control of the Bonds and all necessary records and proceedings
pertaining to the Bonds pending their delivery and their investigation, examination and approval by
the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration ofthe Bands, said Comptroller of Public Accounts
{or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's
Registration Certificate accompanying the Bands, and the seal of said Comptroller shall be impressed,
or placed in facsimile, on each such certificate.
Section 24. REASONS FOR REFUNDING. That the City hereby finds that the issuance of
the Bonds for the purpose of refunding the Refunded Bonds to realize a net present value savings is
a public purpose. As a condition to the issuance of the Bonds, the refunding of the aggregate
principal amount of the Refunded Bonds roust produce (i) a net present value savings, calculated in
accordance with GASB Statement No. 7, of at least 3.50%, and (ii) a positive gross savings. The
City Manager may elect not to refund any or all of the Refi.rndable Bonds listed in Schedule I, but in
..l g..
no event shall the Bonds be issued for the purpose of refunding Refiznded Bonds if the refunding of
the aggregate principal amount of the obligations selected for refunding does not result in the
minimum savings threshold established in this Section being realized. On or before the date of
delivery of the Bonds the Director of Finance shall execute and deliver to the City Council a
certificate stating that the savings thresholds herein established have been realized. This certificate
shall contain information setting forth both the net present value savings and the gross savings
realized by the City as a result of refunding the Refunded Bonds. Tn addition, the City hereby
determines that, subject to the execution of the Purchase Contract with the Underwriters and the
delivery of the Bonds, the Refunded Bands shall be called far redemption on the redemption date or
dates set forth in Schedule I, at the applicable redemption price to the date fixed for redemption as
provided in Schedule I. The City Manager or the designee thereof shall take such actions as are
necessary to cause the required notice of redemption to be given in accordance with the terms of each
ordinance for the Refunded Bands called for redemption. The determination of the City Manager
relating to the issuance and sale of Bonds to refund Refunded Bonds in such principal amount as
provided in the Purchase Contract shall have the same force and effect as if such determination were
made by the City Council.
Section 25. DTC REGISTRATION. 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 Fourteenth Supplement shall be delivered
to and registered in the name of CEDE & CO., the nominee of DTC. Tt is expected that DTC will
hold the Bonds on behalf ofthe Underwriters and their respective participants, So long as each Band
is registered in the name of CEDE & CO., the Paying Agent/Registrar shall treat and deal with DTC
the same in all respects as if it were the actual and beneficial owner thereof It is expected that DTC
will maintain abook-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 far 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 afthe Bonds, and the method of paying the fees and
charges of DTC. The City does not represent, nor does it in any way 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 AgentlRegistrar with proper request for transfer and
substntution, as provided for in this Fourteenth Supplement, substitute Bonds will be duly delivered
as provided in this Fourteenth Supplement, and there will be no assurance or representation that any
book-entry system will be maintained for such Bonds. Ta effect the establishment of the foregoing
-19-
bool~~-entry systerza, the City has executed and filed with DTC the "Blanket DTC Letter of
Representations" in the farm provided. by DTC to evidence the City's intent to establish said book-
entry system.
Section 2b. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROTECT. That the City covenants to account for an its books and records the expenditure of
praceeds from the sale of the Bands or the Refunded Bonds and any investment earnings thereon to
be used far the improvement and extension of the System (referred to herein and Section 27 hereof
as a "Project") by allocating praceeds to expenditures within eighteen (18) months of the later ofthe
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 ar investment earnings more than
sixty (60) days after the later of (a) the fifth anniversary of the date of delivery of the Bonds ar (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 Bands. Far purposes of this Section, the City shall not be obligated to comply with this
covenant if it obtains an opinion ofnationally-recognized bond counsel to the effect that such failure
to comply will not adversely affect the excludability far federal income tax purposes from gross
income of the interest.
Section 27. DISPOSITION OF PROTECT. That the City covenants that the property
constituting a Project will not be sold or otherwise disposed in a transaction resulting in the receipt
by the City of cash or other compensation, unless the City obtains an opinion ofnationally-recognized
bond counsel substantially to the effect that such sale ar 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 ofthis Section,
the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-
recognized bond counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 28. ESCROW AGREEMENT. That the City Manager- of the City is hereby
authorized and directed to execute, the City Secretary is authorized to attest, and the City Attorney
is authorized to approve as to form, an behalf of the City, the Escrow Agreement covering the use
of the moneys to be deposited in accordance with the terms thereof, far the benefit of the holders of
the Refunded Bonds being retired with the proceeds from the sale of the Bonds, the form of which
being in substantially the farm attached to this Fourteenth Supplement.
Section 29, BOND INSURANCE AND DEBT SERVICE RESERVE FUND INSURANCE
POLICIES. That the City Manager is authorized, in connection with effecting the sale of the Sands,
to obtain from a municipal bond insurance company so designated in the Purchase Contract (the
"Insurer") a municipal band insurance policy and a debt service reserve fund policy in support of the
Bonds. Ta that end, should the City Manager exercise such authority and commit the City to obtain
either a municipal bond insurance policy and a debt service reserve fund policy, ar both, for so long
as either or bath policies are in effect, the requirements of the Insurer relating to the issuance of said
policies are incorporated by reference into this Fourteenth Supplement and made a part hereof for all
-aa-
purposes, notwithstanding any other provision of this Fourteenth Supplement to the contrary. Far
purposes of this Fourteenth Supplement, the Required Reserve Amount shall include the debt service
on the Bonds as well as the Outstanding Previously Issued Parity Bands. The City Manager, any
Assistant City Manager and the Director ofFinance shall have the authority to execute any documents
to effect the issuance of said policies by the Insurer including, without limitation, a guaranty
agreement to be delivered in connection with the debt service reserve fund policy in substantially the
form attached hereto. The Director of Finance is hereby directed to send to the Insurer copies of this
Fourteenth Supplement and the fnal Official Statement prepared in connection with the sale ofthe
Bonds promptly after the date of adoption of this Fourteenth Supplement.
Section 30. USE OF PROCEEDS. That the proceeds from the sale nfthe Bonds shall be
used in the manner described in the letter of instructions executed by the City or by its financial
advisor on behalf of the City. The foregoing notwithstanding, proceeds representing accrued interest
nn 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
1201.041{d), Texas Government Code.
Section 31. PREAMBLE. That the preamble to this Fourteenth Supplement is hereby
incorporated by reference, and is to be considered a part of the operative text of this Fourteenth
Supplement.
Section 32. RULES OF CONSTRUCTION. For all purposes ofthis Fourteenth Supplement,
unless the context requires otherwise, all references to designated Sections and other subdivisions are
to the Sections and other subdivisions nfthis Fourteenth Supplement. The words "herein", "hereof'
and "hereunder" and other words of similar import refer to this Fourteenth Supplement as a whole
and not to any particular Section or other subdzvision. Except where the context otherwise requires,
terms defined in this Fourteenth 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 any constitutional, statutory or regulatory provision means
such provision as it exists on the date this Fourteenth Supplement is adopted by the City and any
future amendments thereto or successor provisions thereo£ All ordinances and resolutions ar parts
thereof in conflict herewith are hereby repealed.
Section 33. III~IlVIEDIATE EFFECT. That this Fourteenth 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.
-21-
City Secretary
Mayor, °
City of Fort Worth,
APPROVED AS TD FORM AND LEGALITY:
City Attorney
-zz-
(SEAL)
SCHEDULE I
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE
REFUNDING AND IlVIPROVEMENT BONDS, SERIES 1995, dated January 1,
1995, bonds maturing an February 1 S, 2047, in the aggregate principal amount of
$1,000,000; REDEMPTION DATE: February 1S, 2005
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE
REFUNDING AND IlViPROVEMENT BONDS, ,SERIES 1997, dated November 1,
1997, all bonds maturing on February 15 in each of the years 2009 through 2011,
inclusive, and on February 15, ZO18, in the following principal amounts:
2409 $3,210,040
z41o $3,37o,oao
2411 $3,s~s,0ao
2418 $5,145,040
aggregating $15,23 0,044 in principal amount; REDEMPTION DATE: February 15,
2008
CITY OF FORT WORTI-I, TEXAS WATER AND SEWER SYSTEM REVENUE
REFUNDING AND M'ROVEMENT BONDS, SERIES 1998, datedNoverx~:ber 1,
1998, all bonds maturing on February 15 in each of the years 2010 and 201 1, and an
February 1 S in each of the years 2017 through 2419, inclusive, in the following
prznGrpal amounts:
2010 $3,645,444
2011 $3,844,040
2017 $5,245,044
2018 $ 5,474, 044
2419 $5,754,004
aggregating $23,830,000 in principal anaaunt; REDEMPTION DATE: February 15,
2008
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE
BONDS, SERIES 2004, dated 3uly 15, 2000, all bonds maturing an Februaryy 15 in
each of the years 2012 through 201 S, inclusive, in the following principal amounts:
2012 $1,295,444
2013 $1,375,040
2014 $1,465,440
2415 $l,sss,44a
aggregating $5,690,040 in principal amount; REDEMPTION DATE: February 15,
zo14
_~~_
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE
REFUNDINGAND IIVIPROVEMENT BONDS, SERIES 2000B, dated October 15,
2000, all bonds maturing on February 15 in each of the years 2013 through 2020,
inclusive, in the fallowing principal amounts:
2013 $1,430, 000
2014 $1,505,000
2015 $1,595,000
2016 $1, 690, 000
2417 $1, 790, 000
2018 $1, 890,000
2019 $1,995,000
2020 $2,110,000
aggregating $14,005,004 in principal amount; REDEMPTION DATE: August 15,
2010
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE
BONDS, SERIES 2001, dated December 1, 2001, all bonds maturing onFebruary 15
in each ofthe years 2015 through 2019, inclusive, in the following principal amounts:
201 S $2, 670,000
2016 $2,825,004
2017 $2,990,000
2018 $3,1 b5,000
2019 $3,345,000
aggregating $14,995,000 in principal aaxaount; REDEMPTION DATE: February 15,
2012
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM
SUBORDINATE LIEN REVENUE BONDS, SERIES 1996, dated Tune 1, 1995,
bonds maturing on March 1 in each of the years 2009 and 2010, in the following
principal amounts:
2009 $930,000
2010 $975,000
aggregating $1,905,000 in principal amount; REDEMPTION DATE: March 1,2006
The redemption price for all ofthe obligations described above is par plus accrued interest to the date
faxed for redemption.
-24-
EXIBBIT A
That, as used in this Fourteenth Supplement, the following terms shall have the meanings set
Earth below, unless the text hereof specifically indicates otherwise:
"Authentication Certificate" shall have the meaning given said term in Sectian 5(a} of the
Fourteenth Supplement.
"Authorized Denomination" shall have the meaning given said term in Sectian 2(a} of the
Fourteenth Supplement.
"Bands" means the Series 2005A Bonds.
"Business Day" means a day other than a Sunday, Saturday, a legal holiday, or a day on which
banking institutions in the city where the Designated Trust Of~"ice of the Paying Agent/R.egistrar is
located are authorized by law or executive order to close.
"Chapter 1206" means Chapter 1206, Texas Government Code.
"Chapter 1207" means Chapter 1247, Texas Government Code.
"Chapter 120&" means Chapter 1208, Texas Government Cade.
"Designated Trust Office" means the city so designated in Section 5(a} of the Fourteenth
Supplement.
"DTC" sha11 have the meaning given said term in Sectian 25 ofthe Fourteenth Supplement.
"Eighth Supplement" means the ordinance authorizing the issuance of the Series 2000B
Bonds.
"Escrow Agreement" shall mean the Escrow Agreement between the City and the escrow
agent named therein, executed and delivered in connection with the refunding of the Refunded Bonds.
"Fifth Supplement" means the ordinance authorizing the issuance of the Series 1997 Bonds.
"Fourteenth Supplement" means the ordinance authorizing the issuance of the Bonds.
"GASB" means the Governmental Accounting Standards Board.
"MAC" means the Municipal Advisory Council of Texas.
"Master Ordinance" means the "Master Ordinance establishing the City of Fart Worth Texas
Water and Sewer System Revenue Financing Program", passed by the City on December 10, 1991.
"MSRB" means the Municipal Securities Rulemaking Board.
A-1
"Ninth Supplement" means the ordinance authorizing the issuance of the Series 2001 Bonds.
"NRMSIR" means each person whom the SEC or its star has determined to be a nationally
recognized municipal securities information repository within the meaning of the Rule from time to
time.
"Paying Agent/Registrar" means the fnancial institution specified in Section S(a) of the
Fourteenth Supplement.
"Previously Issued Parity Bonds" means the Series 1996 Bonds, the Series 1997 Bonds, the
Series 1998 Bonds, the Series 2000 Bonds, the Series 2000B Bands, the Series 2001 Bands, the
Series 2003 Bonds, the Series 2003A Bonds, the Series 2004 Bonds and the Series 2005 Bonds.
"Purchase Contract" means the bond purchase agreement relating to the Bonds, between the
City and Underwriters.
"Refundable Bonds" means those bonds identified in Schedule I attached to this Ordinance.
"Refunded Bonds" shall mean those Refundable Bonds selected by the City Manager to be
refunded with the proceeds of the Bonds, as identified in the Purchase Contract.
"Registration Books" shall have the meaning given said term in Section 5{a} ofthe Fourteenth
Supplement.
"Rule" means SEC Rule ISc2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Series 1996 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 1996, authorized by the Third Supplement.
"Series 1997 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 1997, authorized by the Fifth Supplement.
"Series 1998 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 1998, authorized by the Sixth Supplement.
"Series 2000 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2000, authorized by the Seventh Supplement.
"Series 2000B Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2000B, authorized by the Eighth Supplement.
"Series 2001 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2001, authorized by the Ninth Supplement.
A-2
"Series 2003 Bands" means the City ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2003, authorized by the Tenth Supplement.
"Series 2003A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2003A, authorized by the Eleventh Supplement.
"Series 2004 Bonds" means the City afFart Worth, Texas Water and Sewer System Auction
Rate Revenue Bonds, Series 2004, authorized by the Twelfth Supplement.
"Series 2005 Bonds" means the City afli ort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2005, authorized by the Thirteenth Supplement.
"Series 2005A Bands" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 20DSA, authorized by the Fourteenth Supplement.
"Seventh Supplement" means the ordinance authorizing the issuance of the Series 2000
Bonds.
"SID" means any person designated by the State of Texas ar an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time. The MAC currently acts as the SID for
the State of Texas.
"Sixth Supplement" means the ordinance authorizing the issuance of the Series 1998 Bonds.
"Tenth Supplement" means the ordinance authorizing the issuance ofthe Series 2003 Bonds.
"Term Bonds" means those Bands, if any, identified in the Purchase Contract as "term bands",
"Third Supplement" means the ordinance authorizing the issuance of the Series 1996 Bonds.
"Thirteenth Supplement" means the ordinance authorizing tk~e issuance of the Series 2005
Bonds.
"Twelfth Supplement" means the ordinance authorizing the issuance of the Series 2004
Bonds.
"Underwriters" means Lehman Brothers, as senior managing underwriter, together with the
investment banking firms that contract to purchase the Bonds pursuant to the terrs~s of the Purchase
Contract.
A-3
EXHIBIT B
NO.
FORM OF BOND;
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT .AND DENTON
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE
REFUNDING BOND, SERIES 20a5A
MATURITY DATE INTEREST RATE DATED DATE CUSIl'
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT AND DENTON 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
and to pay interest thereon from the dated date specified above, on August I S, 2aoS and semiannually
on each February 1 S and August 15 thereafter to the maturity date specified above, or the date of
redemption prior to maturity, at the interest rate per annum specif ed above; except that if the Paying
AgentlRegistrar's Authentication Certificate appearing on the face of this Bond is dated later than
August l 5, 2Qa5, such interest is payable semiannually on each February I S and August 15 following
such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Band at maturity or
upon the date fixed far its redemption prior to maturity, at the designated corporate trust office in
Minneapolis, Minnesota (the "Designated Trust Office"), of Wells Fargo Bank, National Association,
which is the "Paying Agent/Registrar" for this Band. 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 AgentlRegistrar 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 day of the month next preceding each such date (the
"Record Date") on the Registration Books Dept by the Paying Agent/Registrar, as hereinafter
described. Any accrued interest due at maturity ar upon the redemption of this Bond prior to
B_z
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 paymerit date far this Band 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 anon-payment of interest on a scheduled payment date, and for 30 days
thereafter, a new record date for such interest payment (a "Special Record Date") will be established
by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received
from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past
due interest ("Special Payment Date", which shall be TS 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 B and shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the City where the Designated Trust
Office ofthe Paying AgentlRegistrar islocated 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 fox the Bonds, any payment to the securities
depository, or its nominee or registered assigns, shall be made in accordance with existing
arrangements between the Board and the securities depository.
THIS BOND is one of a series ofbonds of like tenor and effect except as to number, principal
amount, interest rate, maturity, and right of prior redemption, dated as of the dated date specified
above, aggregating $ (herein sometimes called the "Bonds") issued for the purpose of
(i) refunding the Refunded Bonds (as defined in the Bond Ordinance) and (ii) paying the costs of
issuance associated with the Bonds. 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 1 S, 20_ may be redeemed
prior to their scheduled maturities, at the option of the Issuer, in whole, or in part on February 1 S,
20~, or on any date thereafter, at the redemption price of the principal amount of the Bonds called
for redemption, plus accrued interest thereon to the date fixed for redemption, and without premium;
provided, that during any period in which ownership afthe 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
-2
such interest rate shall be selected in accordance with the arrangements between the Board and the
securities depositary.
THE BONDS are also subject to mandatory redemption in part by lot pursuant to the terms
of the Bnnd Ordinance, an February 15 in each of the years ZO_ through ZO_, inclusive, with
respect to Bonds maturing February 15, ZO_, in the following years and in the following amounts,
at a price equal to the principal amount thereof and accrued and unpaid interest to the date of
redemption, without premium:
Year
* 1~'mai Maturity
Princi ai Arnaunt
To the extent, however, that Bands subject to sinking fund redemption have been previously
purchased ar called for redemption in part and otherwise than from a sinking fund redemption
payment, each annual sinking fund payment far such Bond shall be reduced by the amount obtained
by multiplying the principal amount of Bonds so purchased or redeemed by the ratio which each
remaining annual sinking fund redernptian payment far such Bonds bears to the total remaining
sinking fund payments, and by rounding each such payment to the nearest $5,000 integral; provaded,
that during any period in which ownership of the Bonds is determined only by a boob entry at a
securities depository for the Bonds, the particular Bonds to be called for mandatory redernptian shall
be selected in accordance with the arrangements between the Issuer and the securities depository.
NOTICE OF any such redemption of Bonds shall be given in the following manner, to-wit,
(i) a written notice of such redemption shall be given to the registered owner of each Bond ar a
portion thereof being called for redemption not more than 60 days nor less than 30 days prior to the
date fixed far such redemption by depositing such notice in the United States mail, ~rst~class postage
prepaid, addressed to each such registered owner at his address shown on the Registration Books of
the Paying Agent/Registrar and {ii) at least 30 days prior to the date fixed for such redemption, a
notice of such redemption shall either be published one time or posted electronically an the website
of a f nancial j ournal or publication of general circulation in the United States of America ar the State
of Texas which carries as a regular feature notices of redemption of municipal bonds; provided,
however, that the failure to send, mail, or receive such notice described in clause {i) above, or any
defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Band, as publication or pasting of notice as described in clause
{ii) above shall be the only notice actually required in connection with or as a prerequisite to the
redemption of any Bonds. 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
Band or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed
for redemption. 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 auto-
matically shall be redeemed prior to its scheduled maturity, and shall not bear ar accrue interest after
B-3
the date fixed for its redemption, and shall not he regarded as being outstanding except for the right
of the registered owner to receive the redemption price plus accrued interest to the date fixed for
redemption from the Paying AgentlRegistrarout ofthefunds provided for such payment. The Paying
AgentlRegistrar shall record in the Registration Books all such redemptions of principal amount of
this Bond nr any portion hereof. If a portion of any Bond shall be redeemed a substitute Band ar
Bonds having the same maturity date, bearing interest at the same rate, in any denomination ar
denominations in any integral multiple of $5,00 (an "Authorized Denonnation") 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 far cancellation,
at the expense of the Issuer, alt as provided in the Bond Ordinance. The years of maturity of the
Bands called for such redemption shall be selected by the Issuer. The Bonds ar portions thereof
redeemed within a maturity shall be selected by lot ar other customary random method selected by
the Paying Agent/Registrar (provided that a portion of a Bond may be redeemed only in an
Authorized Denomination).
ALL BONDS OF THIS SERIES are issuable solely as fully registered bands, without interest
coupons, in the denomination of any Authorized Denomination. As provided in the Bnnd Ordinance,
this Band 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 Bands,
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 maybe, upon surrender of this Bond
to the Paying Ageni/Registrar far cancellation, all in accordance with the form and procedures set
forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Band
must be presented and surrendered to the Paying Agent/Registrar at the Designated Trust Office,
together with proper instruments of assignment, in Farm and with guarantee of signatures satisfactory
to the Paying Agent/Registrar, evidencing assignment nfthis Band or any portion or portions hereof
in any authorized denomination to the assignee or assignees in whose .name or names this Band ar
any such portion or portions hereof is or are to be registered. The form of Assignment printed or
endorsed on this Band maybe executed by the registered owner to evidence the assignment hereof,
but such method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any portion ar portions
hereof from time to time by the registered owner. The one requesting such conversion and exchange
shall pay the Paying Agent/Registrar'srcasonable standard or customary fees and charges for convert-
ing 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 ofsuch privilege. The fore-
going notwithstanding, in the case of the canversian and exchange of an assigned and transferred
Bond nr Bands ar 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, canversian ar exchange during the period beginning at the opening of
business 30 days before the day ofthe #irst mailing of a notice of redemption and ending at the close
of business on the day of such mailing, or (ii) to transfer, convert ar exchange any Bands so selected
for redemption when such redemption is scheduled to occur within 30 calendar days; provided,
B-~
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 substan-
tially similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written
notice thereof to be mailed to the registered owners of the Bonds.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements of
the securities depositary 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 Masttier Ordinance and the Bond Ordinance,
agrees to be bound by such terms and provisions, acknowledges that the Master Ordinance and the
Bond Ordinance are duly recorded and available for inspection in the official minutes and records of
the Issuer, and agrees that the terms and provisions of this Bond, the Master Ordinance and the Bond
Ordinance constitute a contract between each registered owner hereof and the issuer.
THE BONDS are special obligations of the Issuer payable solely from and equally secured
by a first lien on and pledge of the Pledged Revenues of the System. The Issuer has reserved the
right, subject to the restrictions stated, and adopted by reference, in the Master Ordinance, to issue
additional parity revenue obligations which also may be made payable from, and secured by a first lien
on and pledge of, the Pledged Revenues. For a more complete description and identification of the
revenues and funds pledged to the payment of the Bands, 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.
TI3E 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 afthis
obligation out of any funds raised ar 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 ail 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 of said Issuer, attested by the imprinted ar lithographed
$-5
facsimile signature of the City Secretary, and approved as to form and legality by the imprinted or
lithographed facsimile signature afthe City Attorney, and the official seal of said Issuer has been duly
affixed to, printed, lithographed or impressed on this Bond.
CITY OF FORT WORTH, TEXAS
(SEAL)
By
Mayor, City of Fort Worth, Texas
ATTEST:
City Secretary, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney, City of Fort Worth, Texas
B-~
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 Certif Cate o£ the Comptroller of Public Accounts
o£ the State o£ Texas)
It is hereby certified that this Bond has been issued under the provisions o£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 o£ a bond or bonds o£ an issue which
originally was approved by the Attorney General o£ the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Paying Agent/Registrar
By
Authorized Signatory
B-~
* FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE:
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to validity, and appra~ed by
the Attorney General of the State of Texas and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas.
Witness my signature and seal this
(SEAL)
NOTE TO PRINTER:
*~( not to be printed on Bonds
Comptroller of Publ~G AGCOUnts of
the State of Texas
~-s
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 ar typewrite name and address, including yip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the
books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
NOTICE: The signature(s) above must
correspond with the Warne of the Registered
Owner as it appears upon the front of this
Band in every particular, without alteratian or
enlargement or any change whatsoever.
B-9
Exhibit C
to Fourteenth
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The foIlowing inforznatian is referred to in Section 17 of this Fourteenth Supplement.
Annual Financial Statements and Operating Bata
The financial infarrnation and operating data with respect to the City to be provided annually
in accordance with such Section areas specified (and included in the Appendix or under the headings
of the Official Statement referred to) below:
Tables 1 through 16 contained in the Official Statement; and
"Excerpts from the Annual Financial Report", as set forth in Appendix B to the
Official Staterr~ent
Aeeflunting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph I above.
GEIoTERAL CERTIFICCATE
THE STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
We, the undersigned, hereby officially certify that we are the City Manager and the Dzrectar
of Finance, 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 and holders of City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2005A, in the aggregate principal amount of $73,075,000 (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 "Fourteenth Supplemental Ordinance" to the Master
Ordinance authorizing the issuance of the Bonds (the "Fourteenth Supplement" and, together with
the Master Ordinance, referred to herein as the "Ordinance"). Defined terms used herein 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 Bands and is entitled to rely upon the accuracy of the information contained
herein unless notified by telephone or telecopy to the contrary.
batters Relating to the City
3. That the City is a duly 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 changed or amended since the issuance of the City of Fort
Worth, Texas Water and Sewer System Revenue Refiznding and Improvement Bonds, Series 2005
on January 26, 2005.
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 far more than forty years and was
duly adapted 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.
S . That each of the following persons is the duly acting, constituted and qualified officer
of the City of Fort Worth as herein shown, respectively:
Michael Moncrief,
J'im Lane,
Chuck Silcox,
Becky Hoskin,
Donavan Wheatfall,
Clyde Picht,
John Stevenson
Rolph McCloud,
Wendy Davis,
Charles Boswell,
David Yett,
Marty Hendrix,
Jirn Keyes,
Mayor
Councilmembers,
City Manager,
City Attorney,
City Secretary,
Director of Finance
6. That no litigation of any nature has been filed ar, to the best of our knowledge,
threatened, pertaining to, affecting or contesting: (a) the issuance, delivery, payment, security or
validity of the proposed Bonds, the Purchase Contract, the Escrow Agreement and the insurance
agreement with respect to the issuance of the debt service reserve fund policy as described in the
Fourteenth Supplement (the "Guaranty Agreement"); (b) the ability of the City or the authority of the
officers of the City to issue, execute and deliver the proposed Bonds, the Escrow Agreement or the
Guaranty Agreement; (c) the validity of the corporate existence or the Charter of the City; or (d) the
boundaries of the City.
Matters Re[atir~g to the System
7. That the City is in compliance with all covenants contained in the Master Ordinance
and the Supplements authorizing the outstanding City ofFart Worth, Texas Water and Sewer System
Revenue Refunding Bands, Series 1993 and Series 2003 A, the outstanding City of Fort Worth, Texas
Water and Sewer System Revenue Refunding and Tmprovement Bonds, Series 1996, Series 1997,
Series 1998, Series 2040B, Series 2003 and Series 2005, the outstanding City of Fort Worth, Texas
Water and Sewer System Revenue Bands, Series 2000 and Series 2001, and the outstanding City of
Fort Worth, Texas Water and Sewer System Auction Rate Revenue Bonds, Series 2004 (herein
referred to as the "Previously Tssued Parity Bonds"), the City's Water and Sewer System Commercial
Paper Notes, Series A (the "Commercial Paper Notes"), the credit agreement executed by the City
to provide liquidity in connection with the Commercial Paper Notes, and the ordinances authorizing
the above-referenced obligations; 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
Debt Service Fund and the Reserve Fund established and maintained pursuant to said ordinances each
contains the amounts required to be therein, The outstanding Previously Issued Parity Bonds are
rated Aa2/AA/AA-~.
S. That the City is not in default as to any covenant, condition or obligation in connection
with the outstanding City of Fart Worth, Texas Water and Sewer System Subordinate Lien Revenue
Bonds, Series 1995, Series 199b, Series 1998, Series 1999, Series 1999A, Series 2001, Series 2003
and Series 2005 (the "Previously Tssued Subordinate Lien Bonds"), and the ordinances authorizing
_z_
the same; and that the Debt Service Fund and the Reserve pund established and maintained pursuant
to said ordinances each contains the amounts required to be therein.
9. That attached hereto as Exhibit A is a schedule showing the debt service requirements
for the Bonds and all outstanding revenue bonds payable from the Net Revenues of the Water and
Sewer System of the City. Currently, there are no outstanding Commercial Paper Notes.
10. That attached hereto as Exhibit B is a true and correct summary of the Water and
Sewer service rates now in erect in the City of k'ort Worth, which rates have been established by
ordinances duly passed by the City Council of the City.
11. That attached hereto as Exhibit C is a condensed statement of income of the City's
Water and Sewer System available for debt service.
12. That other than far the payment of the principal of and interest an the Previously
Issued Parity Bonds, the credit agreement executed by the City to provide liquidity in connection with
the Commercial Paper Notes, the Previously Issued Subordinate Lien Obligations, and the City of
port Worth, Texas Certificates of Obligation, Series ]989, Series 2000A, Series 2001, Series 2001B
and Series 2003, 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 said Certificates of Obligation is a limited pledge and is inferior to the pledge of Net Revenues to
the Previously Issued Subordinate Lien Obligations and the Subordinate Lien Obligations.
Matters 12elating to the Execution of the Bonds
] 3 . That in connection with tine execution of the Bonds:
(a) The Mayor, the City Secretary and the City Attorney afthe City have ol~icially
executed and signed the Bonds initially delivered to the purchasers thereof by affixing
thereto their manual ar facsimile signatures; and by executing this Certificate the
Mayor, the City Secretary and the City Attorney hereby adapt said facsimile
signatures as their own, respectively, and declare that said facsimile signatures consti-
tute their signatures the same as ifthey had manually signed each of the Bonds;
(b) The Bands are substantially in the form, and have been duly executed and signed
in the manner, prescribed in the ordinance authorizing the issuance thereof;
(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 an
each of the Bands; and said seal has been duly adapted as, and is hereby declared to
be, the official seal of the City.
-3-
14. That the true and correct signatures of the Mayor, the City Secretary and the City
Attorney are set forth in Exhibit D attached hereto.
Matters l`t.elating_to Bond 1(nsurance
15. That in connection with the issuance of the Bonds, the City Manager has been
authorized to execute any instruments necessary to obtain a municipal bond insurance policy and a
debt service reserve policy including, without limitation, the Guaranty Agreement. The true and
correct signature of the City Manager appears at the end of this Certificate.
1 b. That the surety band issued in connection with the delivery of the Bonds is in an amount
sufficient to provide that the Required Reserve Amount to be on deposit in the Reserve Pond is
funded in full.
Matters Relating to the Official Statement
17. That:
(a} the representatiansond warranties of the City in the Purchase Contract, or in any
certificate or document delivered by the City pursuant to the provisions of the
Agreement, are true and correct on and as of the date hereof as though. such
representations and warranties were made on and as of the date hereof;
(b) all agreements or conditions to be performed or complied with by the City under
the Purchase Contract on or prior to the date hereof have been performed or campiied
with in all material respects;
(c) no litigation is pending or, to our knowledge, threatened in any court to restrain
or enjoin the issuance or delivery ofthe Bonds, or the collection afwater and sewer
system revenues pledged to pay the debt service on the Bands, or the pledge thereof,
or in any way contesting ar affecting the validity of the Bonds, the Ordinance, the
Escrow Agreement, the Guaranty Agreement or the Purchase Contract, or contesting
the powers of the City to issue the Bonds, or contesting the authorization of the
Bonds, the Escrow Agreement or the Ordinance, or contesting in any way the
accuracy, completeness ar fairness of the Official Statement;
{d) to the best of our knowledge, no event affecting the City ar the System has
occurred since the date of the Official Statement which should be disclosed therein for
the purpose far which it is to be used or which is necessary to be disclosed therein in
order to make the statements and information therein not misleading in any material
respect; and
(e) there has not been any material and adverse change in the affairs or financial
condition of the City or the System since the latest date as of which audited
information is available.
-4-
Matters Relating to the Sale of the Bonds
18. That the City Manager executed the Purchase Contract an March 8, 2005, in accordance
with the provisions of the Fourteenth Supplement.
l9. That the refunding of the Refunded Bonds produces (i) a net present value savings,
calculated in accordance with GASB Statement No. 7, of 3,577% ($2,644,534.97}, and (ii) a grass
savings of $3,086,023.87, which savings satisfy the threshold requirements set forth in Section 24 of
the Fourteenth Supplement as conditions precedent to the issuance of the Bonds.
SIGNED AND SEALED this
~' ~~~~
City Manager
City of Fort Wnrth, Texas
Dii ~ar afFinance,
City of Fart Worth, Texas
(SEAL)
-5-
EYE-IijBIT D
MANUAL SIGNATURE OFFICIAL TITLE
Mayor,
City of Fort Worth, Texas
City Secretary,
City of Fort Worth, Texas
City Attorney,
City of Fort Worth, Texas
-b-
~~
Before me, on this day personally appeared the foregoing individuals, known to me to be the
persons whose names are subscribed to the foregoing instrument iraE zny presence.
Given under z~ay hand and seal of office this ~.~ ~. ~ 1, ADS'
~`~' ~ MY CO1utMISSEOfV E7CPfR~S otary public
~a day ~r.2ooa
_~_
ESCROW AGREEMENT
CITY OF FORT WORTH, TEXAS, WATER AND SEWER SYSTEM
REVENUE REFUN.DTNG BONDS 2005A ESCROW
THIS ESCROW AGREEMENT, dated as of March 9, 2005 (herein, together with any
amendments ar supplements hereto, called the "Agreement") is entered into by and between the City
of Fort Worth, Texas (herein called the "Issuer") and Wells Fargo Bank, National Association, 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
apart hereo£
WITNESSETH:
WHEREAS, the Issuer heretofore issued and there presently remain outstanding the
obligations (the "Refunded Obligations") described in the Verification Report of Grant Thornton
LLP, a true and correct copy of which is attached hereto as Exhibit "B" and made a part hereof (the
"Report"), relating to the Refunded Obligations; and
WHEREAS, the Refunded Obligations are scheduled to mature on such dates, bear interest
at such rates, and be payable at such times and in such amounts as are set Earth in the Report; and
WHEREAS, when firm banking arrangements have been made far the payment of principal
and interest to the maturity or redemption date 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 place of payment (paying agent) for any afthe Refunded Obliga-
tions, or a trust carnpany or commercial bank other than any place of payment for any of the
Refunded Obligations that does not act as a depository for the Tssuer, 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 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 may agree, provided that such deposits may be invested only in
obligations of the nature permitted by Chapter 1207 and the respective ordinances authorizing the
issuance of the Refunded Obligations, which 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 the paying agent far the Refunded Obligations, and this
Agreement constitutes an escrow agreement of the kind authorized and required by said Chapter
1207; and
WHEREAS, the Escrow Agent 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 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 issuance, sale, and delivery of the City of Port Worth, Texas Water and
Sewer System Revenue Refunding Bonds, Series 2005A (the "Refunding Obligations") have been
issued, sold and delivered for the purpose, among others, of obtaining the funds required to provide
far the payment of the principal of the Refunded Obligations at their maturity or date 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 Chapter I207, 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, as further described in the Report; 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, togeether with cash balances from
time to time an deposit in the Escrow Fund, will be sufficient to pay interest an the Refunded
Obligations as it accrues and becomes payable and the principal of the Refunded Obligations an their
maturity or date 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 Pund at the
designated corporate trust office of the Escrow Agent; and
WHEREAS, the Escrow Agent is herein also referred to as the "Paying Agent", and in such
capacity as paying agent for the Refunded Obligations, acting through the Escrow Agent, is also a
party to this Agreement, as a paying agent for the Refunded Obligations, to acknowledge its
acceptance of the terms and provisions of this Agreement in such capacity.
~2-
NOW, THEREFORE, in consideration ofthe 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 an 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. 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 198b, 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 the obligations described in the Report or cash or other
obligations described in Chapter 1207 and eligible to be substituted therefor pursuant to Article IV
of this Agreement.
Section 1.02. 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 1.03. Irate retations. 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 hereo£ 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 FUNKS AND
ESCROWED SECURITIES
Concurrently with the sale and delivery of the Refunding Obligations the Issuer shall deposit,
or cause to be deposited, with the Escrow Agent, far 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.
-3-
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 Fart Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bands Series 2005A 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 ofthis Agreement, and (c) are hereby irrevocably pledged to the payment afthe principal
ofand 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 anal interest an 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 afthe Refunded Obligations and interest thereon in the amounts
and on the date shown in the Report.
Section 3.03. Sufficiency afEscraw Fund. The Issuer represents that the successive receipts
of the principal ofand 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 ar 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 insuf~'iciency shall be given as promptly as practicable as hereinafter
provided, but the Escrow Agent shall oat in any manner be responsible for any insu#ficiency 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 ofthe 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 ail 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
-4-
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. Securit 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, O 1. Duty of Escrow Agent to Investment F ands. 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 b Escrow A ent. 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 Obligations -State and Local Government
Series with an interest rate equal to zero percent (0%} to the extent (i} such Treasury Obligations are
available from the Department of the Treasury and (ii}such reinvestments are called far in the Report.
All such reinvestments shall be made, if and to the extent so required, only from the portion of cash
balances derived from the maturing principal of and interest on Escrowed Securities that are United
States Treasury Certificates of Indebtedness, Notes or Bands -State and Local Government Series.
A11 such reinvestments shall be acquired on and shall mature on the dates shown on the Report.
Section 4.03. Substitutions and Reinvestments. At the direction of the Issuer, the Escrow
Agent shall reinvest cash balances representing receipts from the Escrowed Securities, make
substitutions ofthe Escrowed Securities or redeem the Escrowed Securities and reinvest the proceeds
thereof or hold such proceeds as cash, together with other moneys or securities held in the Escrow
Fund, provided that the Issuer delivers to the Escrow Agent the following:
(I } an opinion by an independent certif ed public accountant that after such
substitution or reinvestment the principal amount of the securities in the Escrow Fund,
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
-S-
(2) an unqualified opinion afnationally 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 an the date of such substitution or reinvestment, or otherwise make the
interest an 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 ar liability far lass or otherwise with respect
to investments made at the direction of the Issuer.
Section x-.04. Substitution far 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, non-prepayable obligations of the United States Treasury (i. e.,
Treasury 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 an the maturity date of the obligation listed in the Report far which
such Substitute Obligation is substituted,
(b) mature on or before the maturity date of the obligation listed in the Report far 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 Earth in the Report, as verified by a certified public accountant ar
a firm of certified public accountants.
If, concurrently with the initial deposit by the Issuer with the Escrow Agent, any such Substitute
Obligations are sa 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 ar permit any part of the money in the Escrow
Fund or proceeds from the sale ofEscrowed Securities to be used directly or indirectly to acquire any
securities ar obligations if the exercise of such power or the acquisition of such securities or
obligations would cause any Refunding Obligations ar Refunded Obligations to be an "arbitrage
band" within the araeaning of the Cade.
-6-
ARTICLE V
APPLICATION OF CASH BALANCES
Except as provided in Sections 3.01, 3,02, 4.02, 4.03 and 4.04 hereof, no withdrawals,
transfers, ar reinvestment shall be made of cash balances in the Escrow Fund.
ARTICLE VI
RECORDS AND REPORTS
Section 6.01. Records. The Escraw Agent will keep books ofrecord and account in which
complete and correct entries shall be made ofall 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, Re orts. 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
Escraw Fund during the preceding year, including, without limitation, credits to the Escraw Fund as
a result of interest payments on or maturities of the Escrowed Securities and transfers from the
Escrow Fund for payments an the Refunded Obligations ar otherwise, together with a detailed
statement of all Escrowed Securities and the cash balance an deposit inthe-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 is the duly acting
Paying Agent far the Refunded Obligations, 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
Escraw 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 Escraw Fund ar 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.
-7-
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 pravisrons 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.
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 ofthe 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 ar 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 paver
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 sanne 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 obli-
gated, 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 deterr~zining the occurrence of any such event or contingency the
Escrow Agent may request from the Issuer ar 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.
Section 7.03. Cornpensation. (a) The Escrow Agent hereby represents to the Issuer that they
will be no fee charged for performing the services hereunder and for all expenses incurred ar to be
incurred by the Escrow Agent in the administration of this Agreement. 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 far 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
-8-
extraordinary, as Escrow Agent, ar in any other capacity, or for reimbursement for any of its
expenses.
{b) The delivery afthis Agreement by the Escrow Agent shall act as acknowledgment by
the Escraw Agent of receipt of the aforesaid specific sums stated in subsection (a) of this Section
7.03 for Escrow Agent and Paying Agent fees, expenses, and services.
Section 7.04. Successor Escrow A eats, if at any time the Escrow Agent or its legal
successor or successors should became 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
Escraw 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 ease, no appointment of a successor Escraw 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 $5, 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 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
_9_
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 Agerit 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.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Nance. Any notice, authorization, request, ar 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 nr 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 Moody's Investors Service,
Attn: Public finance Rating DesklRefunded Bonds, 99 Church Street, New York, New York 10007
and Standard & Poar's Corporation, Attn; Municipal Bond Department, 25 Broadway, New York,
New York 10004,
Section 8.02. Termination ofResponsibilities. Upon the taking ofall 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 ar persons
in connection with this Agreement.
Section 8.03. Bindin 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 ofthe Refunded Obligations, the Issuer, the Escrow Agent and their respective
successors and legal representatives.
Section 8,04. Severabilitv. 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 ar unenforceability shall not a#fect 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.
-10-
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 8.0'7. Effective Date of Agreement: This Agreement shall be effective upon receipt
by the Escrow Agent ofthe funds described in the Report and the Escrowed Securities, together with
the specific sums stated in subsectians {a) and (b) of Section 7.03 for Escrow Agent and paying
agency fees, expenses, and services.
Section 8.08. Amendments. This Agreement shall oat 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. Counter arts. This Agreement may be executed in any number ofcounterparts,
each of which shall be regarded as an original and all of which shall constitute one and the same
instrument.
EXECUTED as of the date first written above.
CITY OF FORT WORTH, TEXAS
By .~, .
City Manager
ATTEST:
City Secretary
(SEAL}
-11-
WELLS FARGO BANK, NATIONAL ASSOCIATION
ATTEST:
By_
Title;
(SEAL)
By _
Title:
-12-
INDEX TO EXHTt3IT5
Exhibit "A" Addresses of the Issuer and the Escrow Agent
Exhibit "B" Verification Report of Grant Thornton LLP
EXHIBIT "A"
ADDRESSES OF THE ISSUER
AND ESCROW AGENT
ISSiJER
City o£Fort Worth, Texas
1000 Throckmorton
Fart Worth, Texas 7G 102
Attention: Director of Finance
ESCROW AGENT
Wells Fargo Bank, National Association
608 2nd Avenue South
MAC: N9303-10
Minneapolis, MN 55479
Attention: Corporate Trust Services
EXHI:F3IT "B"
VERTFrCATTON REPORT OF
GRANT THORNTON LLP