HomeMy WebLinkAboutOrdinance 26886-04-2024ORDINANCE NO. 26886-04-2024
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF FORT WORTH,
TEXAS DRAINAGE UTILITY SYSTEM REVENUE REFUNDING BONDS, REFUNDING
BONDS, IN ONE OR MORE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED $100,000,000; ESTABLISHING PARAMETERS WITH RESPECT TO THE
SALE OF BONDS; DELEGATING TO THE DESIGNATED CITY OFFICIALS THE
AUTHORITY TO EFFECT THE SALE OF BONDS;
ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT;
AND DECLARING AN IMMEDIATE EFFECTIVE DATE
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON
CITY OF FORT WORTH
WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer"), is a "home -rule"
city operating under a home -rule charter adopted pursuant to Section 5 of Article XI of the Texas
Constitution, with a population according to the latest federal decennial census of in excess of
50,000, and with outstanding long-term indebtedness that is rated by a nationally -recognized
rating agency for municipal securities in one of the four highest rating categories for a long-term
obligation; and
WHEREAS, the City is authorized by the Municipal Drainage Utility Systems Act,
Subchapter C, Chapter 552, Texas Local Government Code (formerly codified at Subchapter C,
Chapter 402, Texas Local Government Code) (the "Act"), to establish a municipal drainage
utility system and to issue bonds`of the City for this purpose; and
WHEREAS, on January 24, 2006, in accordance with the provisions of the Act, the City
Council of the City adopted an ordinance whereunder the City adopted to apply the provisions of
the Act to the City and which further declared that the drainage system of the City was a public
utility; and
WHEREAS, on March 7, 2006, in accordance with the provisions of the Act, the City
Council of the City adopted an ordinance whereunder the City adopted drainage charges
applicable for the availability and use of the municipal drainage utility system; and
WHEREAS, the City has previously issued its City of Fort Worth, Texas Drainage Utility
System Revenue Refunding Bonds, -Series 2016, in the aggregate principal amount of
$17,505,000 (the "Series 2016 Bonds"), its City of Fort Worth, Texas Drainage Utility System
Revenue Refunding Bonds, Series 2019, in the aggregate principal amount of $31,055,000 (the
"Series 2019 Bonds"), its City of Fort Worth, Texas Drainage Utility System Revenue
Refunding and Improvement Bonds, Series 2020, in the aggregate principal amount of
$103,210,000 (the "Series 2020 Bonds") and its City of Fort Worth, Texas Drainage Utility
System Revenue Bonds, Series 2023, in the aggregate principal amount of $42,530,000 (the
"Series 2023 Bonds"); and
WHEREAS, the Series 2016 Bonds, the Series 2019 Bonds, the Series 2020 Bonds and
the Series 2023 Bonds are referred to herein as the "Outstanding Parity Bonds"; and
WHEREAS, concurrently with the adoption of this Ordinance, the City heretofore has
adopted an ordinance establishing the City of Fort Worth, Texas Drainage Utility System
Revenue Financing Program for the purpose of providing a financing structure for revenue
supported indebtedness of the Drainage Utility System; and
WHEREAS, the bonds authorized to be issued by this Ordinance (the 'Bonds") are to be
issued and delivered under authority of applicable provisions of Chapter 1207, Texas
Government Code; and
WHEREAS, the City Council finds that the issuance of the Bonds, in one or more series,
for the purpose of refunding all or a portion of the outstanding notes issued by the City under
authority of the Drainage Utility System Revenue Financing Program ("Commercial Paper
Notes") is in the best interests of the City, as the City intends for the Commercial Paper Notes to
provide interim financing for eligible projects; and
WHEREAS, the City Council delegates to the City Manager and the Chief Financial
Officer/Director of Financial Management Services of the City, individually, but not jointly
(each, an "Authorized Representative"), the authority to effect the sale of Bonds, subject to the
parameters described in this Ordinance.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH, TEXAS:
Section 1. BONDS AUTHORIZED. (a) Bonds. That there shall be authorized to be
issued, sold, and delivered hereunder the Bonds, in one or more series, payable to the respective
initial registered owners thereof, or to the registered assignee or assignees of the Bonds or any
portion or portions thereof, in an Authorized Denomination. The Bonds are hereby authorized to
be issued, in one or more series, in an aggregate principal amount not to exceed $100,000,000,
for the purpose of (i) refunding outstanding Commercial Paper Notes and (ii) paying the costs of
issuance of the Bonds. The Bonds shall be designated as the "City of Fort Worth, Texas
Drainage Utility System Revenue Refunding Bonds", with such additional or different
designation or title as permitted by Section 2(b) of this Ordinance. The Bonds are authorized
pursuant to Chapter 1207 and other applicable laws of the State of Texas. The City Council
hereby finds that it is in the best interests of the City for the Bonds to be sold in such manner as
determined by an Authorized Representative in the manner provided in this Ordinance. By
adoption of this Ordinance, the Chief Financial Officer/Director of Financial Management
Services of the City, as an Authorized Representative, is designated as a special Acting Assistant
City Manager for the limited purposes of executing certificates, agreements, notices, instruction
Ietters, requisitions, and other documents on behalf of the City in accordance with this
Ordinance.
(b) Refunding. That the City hereby finds that the issuance of Bonds for the purpose of
refunding Commercial Paper Notes is a public purpose. The Refunded Commercial Paper Notes
are being refunded to convert interim financing into long-term fixed rate financing, as
contemplated by the City in the operation of the interim financing program for the System, and
the manner in which the refunding of the Refunded Commercial Paper Notes is being executed
by the City makes it impracticable to make the determinations required by subsection (a) of
Section 1207.008, Texas Government Code. The Refunded Commercial Paper Notes shall be
those outstanding Commercial Paper Notes to be refunded and retired with a portion of the
proceeds of the Bonds, in an aggregate principal amount not to exceed $100,000,000 in principal
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amount, as designated in a letter of instructions delivered by the Chief Financial Officer/Director
of Financial Management Services of the City. For the sole purpose of establishing for the
benefit of the Public Finance Division of the Office of the Attorney General of Texas that the
City possesses sufficient Gross Revenues to pay the Commercial Paper Notes and the interest
thereon, the City shall establish sufficiency through the issuance of bonds on a parity with the
Bonds under authority of Chapter 1207 at then current market interest rates with level debt
service over a forty (40) year period to refinance such Commercial Paper Notes, under authority
of Section 1371.057(c), Texas Government Code.
Section 2. DELEGATION OF SALE OF BONDS; PARAMETERS. (a) Terms of
Bonds. That initially there shall be issued, sold, and delivered hereunder fully registered bonds,
without interest coupons, in one or more series, payable to the respective initial registered
owners thereof, or to the registered assignee or assignees of said bonds or any portion or portions
thereof (in each case, the "Registered Owner"), in the denomination of $5,000 or any integral
multiple thereof (an "Authorized Denomination"), maturing not later than February 15, 2054,
payable serially or otherwise on the dates, in the years and in the principal amounts, respectively,
and dated, all as shall be determined and established in accordance with this Ordinance. The
City Council hereby affirmatively waives the provision in its "Financial Management Policy
Statements — Chapter V - Debt" specifying that the average life of revenue bonds issued by the
City will be no greater than approximately twelve years. The City Council finds that permitting
the Bonds to have a maturity of not later than February 15, 2054, is consistent with the useful
lives of the facilities authorized to be refinanced with the proceeds of Bonds and the revenue -
generating capability of such facilities.
(b) Delegation of Authority. (i) Method of Sale. As authorized by Section 1207.007,
Texas Government Code, each Authorized Representative is hereby authorized to effect the sale
of all or any of the Bonds authorized to be sold by this Ordinance, whether by competitive sale,
or by negotiated sale conducted either through a public underwriting of the Bonds, a private
placement of the Bonds, or both. The determination of each Authorized Representative, acting
for and on behalf of the City, relating to the method of and the terms and conditions relating to
the sale of Bonds pursuant to this Ordinance shall have the same force and effect as if such
determination were made by the City Council. In effecting the sale of the Bonds authorized to be
sold by this Ordinance, each Authorized Representative, acting for and on behalf of the City,
may determine any additional or different designation or title by which any series of Bonds shall
be known, and the aggregate principal amount of Bonds, if any, to be issued. The sale of the
Bonds, including specifically the terms of the purchase price of the Bonds, shall be subject to the
limitations set forth in Section 1 of this Ordinance, and the provisions in subsection (c) of this
Section. Prior to the delivery of any Bonds authorized to be sold by this Ordinance, whether by
competitive sale or negotiated sale, an Authorized Representative shall execute a certificate (a
"Pricing Certificate") addressing the matters described in this subsection with respect to the
Bonds sold under authority granted by this Ordinance.
(ii) Competitive Sale. Each Authorized Representative, acting for and on behalf of the
City, is hereby authorized to seek competitive bids for the sale of the Bonds authorized to be sold
by this Ordinance, and is hereby authorized to prepare and distribute the Bidding Instructions
and the Official Bid Form with respect to seeking competitive bids for the sale of the Bonds.
The Bidding Instructions shall contain the terms and conditions relating to the sale of the Bonds,
including the date bids for the purchase of the Bonds are to be received, the date of the Bonds,
any additional designation or title by which the Bonds shall be known, the aggregate principal
amount of the Bonds to be sold, the price at which the Bonds will be sold, the years in which the
Bonds will mature, the principal amount to mature in each of such years, the rate or rates of
interest to be borne by each such maturity, the interest payment periods, the dates, price, and
terms upon and at which the Bonds shall be subject to redemption prior to maturity at the option
of the Issuer, as well as any mandatory sinking fund redemption provisions, and all other matters
relating to the issuance, sale and delivery of the Bonds so sold including, without limitation, the
use of municipal bond insurance for the Bonds. Each Authorized Representative, acting for and
on behalf of the City, is hereby authorized to receive and accept bids for the sale of Bonds in
accordance with the Bidding Instructions on such date as determined thereby. The Bonds so sold
shall be sold at such price as such Authorized Representative shall determine to be the most
advantageous to the City, which determination shall be evidenced by the execution thereby of the
Official Bid Form submitted by the best and winning bidder. The Bonds shall bear interest at the
rates per annum set forth in the Official Bid Form accepted as the best bid. One Bond in the
principal amount maturing on each maturity date as set forth in the Official Bid Form shall be
delivered to the Purchasers, and the Purchasers shall have the right to exchange such Bonds as
provided in Section 5 hereof without cost. The FORM OF BOND shall be revised to reflect the
terms of the sale of the Bonds as reflected in the Official Bid Form accepted as the best bid for
the Bonds. The Bonds shall initially be registered in the name as set forth in the Official Bid
Form. In case any officer whose signature shall appear on the Bonds shall cease to be such
officer before the delivery of the Bonds, such signature shall nevertheless be valid and sufficient
for all purposes the same as if such officer had remained in office until such delivery.
(iii) Negotiated Sale — Underwriting. Each Authorized Representative, acting for and on
behalf of the City, is hereby authorized to sell all or any portion of the Bonds authorized to be
sold by this Ordinance by a negotiated sale conducted as a public underwriting, and should each
Authorized Representative determine to sell Bonds by negotiated sale conducted as a public
underwriting, each Authorized Representative may designate the senior managing underwriter
for the Bonds so sold by a negotiated sale pursuant to this Section 2(b)(iii), and such additional
investment banking firms as deemed appropriate by each Authorized Representative to assure
that the Bonds are sold on the most advantageous terms to the City. Should Bonds be sold
through a negotiated sale conducted as a public underwriting, each Authorized Representative,
acting for and on behalf of the City, is authorized to enter into and carry out a Bond Purchase
Agreement with the Underwriters for the Bonds, at such price, with and subject to such terms as
determined by each Authorized Representative, subject to the provisions of this Ordinance. One
Bond in the principal amount maturing on each maturity date as set forth in the Bond Purchase
Agreement shall be delivered to the Underwriters, and the Underwriters shall have the right to
exchange such Bonds as provided in Section 5 hereof without cost. The Bonds shall initially be
registered in the name designated by the Underwriters as set forth in a Bond Purchase
Agreement. In case any officer whose signature shall appear on the Bonds shall cease to be such
officer before the delivery of the Bonds, such signature shall nevertheless be valid and sufficient
for all purposes the same as if such officer had remained in office until such delivery. The Bond
Purchase Agreement shall be in the form and substance as shall be acceptable to the Authorized
Representative, including, without limitation, to contain such terms and conditions as may be
provided in accordance with subsection (d) of this Section.
(iv) Negotiated Sale — Private Placement. Each Authorized Representative, acting for
and on behalf of the City, is hereby authorized to sell all or any portion of the Bonds authorized
to be sold by this Ordinance by a negotiated sale conducted as a private placement, and should
each Authorized Representative determine to sell Bonds by negotiated sale conducted as a
private placement, each Authorized Representative may negotiate the sale of Bonds pursuant to
this Section 2(b)(iv) with a bank or other financial institutions as deemed appropriate by each
Authorized Representative to assure that the Bonds are sold on the most advantageous terms to
the City. Should Bonds be sold through a negotiated sale conducted as a private placement, each
Authorized Representative, acting for and on behalf of the City, is authorized to enter into and
carry out a Bond Purchase Agreement with the Purchaser of the Bonds, at such price, with and
subject to such terms as determined by each Authorized Representative, subject to the provisions
of this Ordinance. One Bond in the principal amount maturing on each maturity date as set forth
in the Bond Purchase Agreement shall be delivered to the Purchaser, and the Purchaser shall
have the right to exchange such Bonds as provided in Section 5 hereof without cost. The Bonds
shall initially be registered in the name designated by the Purchaser as set forth in a Bond
Purchase Agreement. In case any officer whose signature shall appear on the Bonds shall cease
to be such officer before the delivery of the Bonds, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
The Bond Purchase Agreement shall be in the form and substance as shall be acceptable to the
Authorized Representative, including, without limitation, to contain such terms and conditions as
may be provided in accordance with subsection (d) of this Section.
(c) General,• Other Parameters. (i) The City Council authorizes the City Manager and the
Chief Financial Officer/Director of Financial Management Services of the City to provide for
and oversee the preparation of a preliminary official statement and the final official statement
(the "Official Statement") in connection with the issuance of the Bonds, and to approve the
preliminary official statement and the Official Statement and deem the preliminary official
statement final, and to provide the Official Statement to the Purchasers, in connection with
Bonds sold through a competitive sale, or the Underwriters, in connection with Bonds sold
through a negotiated sale, in compliance with the Rule. The Official Statement in the form and
content approved by an Authorized Representative shall be deemed approved by the City
Council and constitute the Official Statement authorized for distribution to and use by the
Purchasers of the Bonds, in connection with Bonds sold through a competitive sale, or the
Underwriters, in connection with Bonds sold through a negotiated sale. The Bonds shall not
have a true interest cost in excess of 6.00% and shall not have a net effective interest rate,
calculated in accordance with Chapter 1204, Texas Government Code, in excess of 15%.
(ii) An Authorized Representative shall not execute the Official Bid Form or a Bond
Purchase Agreement unless (A) the Bonds bear a rating at a level such that the Bonds satisfy the
requirements of Chapter 1371 to constitute "obligations", as such term is defined in Chapter
1371, and (B) the best bidder, in the case of Bonds sold pursuant to a competitive sale, each
Underwriter, in the case of Bonds sold pursuant to a negotiated sale conducted as a public
offering, or the Purchaser, in the case of Bonds sold pursuant to a negotiated sale conducted as a
private placement, has confirmed to an Authorized Representative that either it has made
disclosure filings to the Texas Ethics Commission in accordance with Section 2252.908, Texas
Government Code or is exempt from making such filings under Section 2252.908(c)(4), Texas
Government Code. Within thirty (30) days of receipt of any disclosure filings from the best
bidder for the Bonds, the City will acknowledge such disclosure filings in accordance with the
rules of the Texas Ethics Commission. Any finding or determination made by an Authorized
Representative relating to the issuance and sale of the Bonds shall have the same force and effect
as a finding or determination made by the City Council.
(iii) The foregoing notwithstanding, the purchase price to be paid for the Bonds sold
pursuant to this Ordinance shall not be less than 95% of the aggregate principal amount thereof.
The authority delegated to the Authorized Representative to effect the sale of the Bonds expires
at the close of business on April 22, 2025.
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(d) Bond Purchase Agreement. Should Bonds be sold by a negotiated sale, each
Authorized Representative is hereby authorized, appointed, and designated to act on behalf of the
City in the selling and delivering the Bonds and carrying out the other procedures specified in
this Ordinance, including determining and fixing the date of the Bonds, any additional or
different designation or title by which the Bonds shall be known, the aggregate principal amount
of the Bonds to be sold, the price at which the Bonds will be sold, the years in which the Bonds
will mature, the principal amount to mature in each of such years, the rate or rates of interest to
be borne by each such maturity, the interest payment periods, the dates, price, and terns upon
and at which the Bonds shall be subject to redemption prior to maturity at the option of the
Issuer, as well as any mandatory sinking fund redemption provisions, and all other matters
relating to the issuance, sale, and delivery of the Bonds, including, without limitation, the use of
municipal bond insurance for the Bonds, all of which shall be specified in the Bond Purchase
Agreement. Each Authorized Representative, acting for and on behalf of the City, is authorized
to enter into with the Underwriters, in the case of Bonds sold through a negotiated sale
conducted as a public underwriting, and the Purchaser, in the case of Bonds sold through a
negotiated sale conducted as a private placement, and to carry out the conditions specified in a
Bond Purchase Agreement for the Bonds, at such price and subject to such terms as are set forth
therein.
Section 3, RIGHT OF PRIOR REDEMPTION. (a) Optional Redemption. That the
Bonds of any series may be subject to redemption prior to their scheduled maturities at the option
of the City, on the dates and in the manner provided in the Bidding Instructions, in the case of
Bonds sold through a competitive sale, or the Bond Purchase Agreement, in the case of Bonds
sold through a negotiated sale. Should the Bonds be subject to redemption prior to their
scheduled maturities, if less than all of the Bonds are to be redeemed by the City, the City shall
determine the maturity or maturities and the amounts to be redeemed and shall direct the Paying
Agent/Registrar to call by lot Bonds, or portions of Bonds, within a maturity and in the principal
amounts for redemption; provided, that during any period in which ownership of the Bonds is
determined only by a book entry at a securities depository for the Bonds, if fewer than all of the
Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular
Bonds shall be selected in accordance with the arrangements between the City and the securities
depository. The FORM OF BOND shall be revised to reflect any optional redemption of the
Bonds, to the extent provided in the Bidding Instructions and incorporated by reference into the
Official Bid Form accepted by an Authorized Representative as the best bid on the Bonds, in
connection with a competitive sale, or to the extent provided in the Bond Purchase Agreement,
executed in connection with a negotiated sale. The optional redemption of Bonds at the option
of the City may be made conditional upon the occurrence of certain events, as may be provided
for in the FORM OF BOND.
(b) Mandatory Redemption. Should the Official Bid Form or a Bond Purchase
Agreement, as the case may be, provide for the mandatory sinking fund redemption of the
Bonds, the terms and conditions governing any mandatory sinking fund redemption and the
payment of mandatory sinking fund payments shall be set forth therein, and the FORM OF
BOND shall be revised to reflect any mandatory sinking fund redemption of the Bonds, to the
extent provided in the Official Bid Form accepted by an Authorized Representative as the best
bid for the Bonds, in connection with a competitive sale, or to the extent provided in the Bond
Purchase Agreement, executed in connection with a negotiated sale.
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(c) General Notice. Notice of any redemption of Bonds shall be given in the following
manner, to -wit, a written notice of such redemption shall be given to the registered owner of each
Bond or a portion thereof being called for redemption at least thirty (30) days prior to the date
fixed for such redemption by depositing such notice in the United States mail, first-class postage
prepaid, addressed to each such registered owner at the address shown on the Registration Books
of the Paying Agent/Registrar. By the date fixed for any such redemption due provision shall be
made by the City with the Paying Agent/Registrar for the payment of the required redemption
price for the Bonds or the portions thereof which are to be so redeemed. If such notice of
redemption is given, and if due provision for such payment is made, all as provided above, the
Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be
redeemed prior to their scheduled maturities, and shall not be regarded as being Outstanding
except for the right of the owner to receive the redemption price from the Paying Agent/Registrar
out of the funds provided for such payment. The Paying Agent/Registrar shall record in the
Registration Books all such redemptions of principal of the Bonds or any portion thereof. If a
portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity
date, bearing interest at the same rate, in any Authorized Denomination at the written request of
the owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be
issued to the owner upon the surrender thereof for cancellation, at the expense of the City, all as
provided in this Ordinance. The maturities of Bonds to be called for redemption shall be
determined by the City. The Bonds or portions to be redeemed within each such maturity shall
be selected by lot or other customary random method selected by the Paying Agent/Registrar in
accordance with any requirements of a securities depository, if applicable (provided that a
portion of a Bond may be redeemed only in an Authorized Denomination). The City shall give
written notice to the Paying Agent/Registrar of any such redemption of Bonds at least sixty (60)
calendar days (or such shorter period as is acceptable to the Paying Agent/Registrar) prior to
such redemption.
(d) Additional Notice. (i) In addition to the manner of providing notice of redemption of
Bonds as set forth above, the Paying Agent/Registrar shall give notice of redemption of Bonds
by United States mail, first-class postage prepaid, at Ieast thirty (30) days prior to a redemption
date to the MSRB and to any national information service that disseminates redemption notices.
Any notice sent to the MSRB or such national information services shall be sent so that they are
received at least two (2) days prior to the general mailing date of such notice. The Paying
Agent/Registrar shall also send a notice of prepayment or redemption to the owner of any Bond
who has not sent the Bonds in for redemption sixty (60) days after the redemption date.
(ii) Each redemption notice, whether required in the FORM OF BOND or
otherwise by this Ordinance, shall contain a description of the Bonds to be redeemed
including the complete name of the Bonds, the series, the date of issue, the interest rate,
the maturity date, the CUSIP number, if any, the amounts called for redemption, the
mailing date for the notice, the date of redemption, the redemption price, the name of the
Paying Agent/Registrar and the address at which the Bond may be redeemed including a
contact person and telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar to the
registered owners of the Bonds shall include a CUSIP number relating to each amount
paid to such registered owner.
Section 4. INTEREST. That the Bonds shall bear interest at the rates per annum set
forth in the FORM OF BOND set forth in Exhibit A to this Ordinance. The interest on the
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Bonds shall be payable to the registered owner of any such Bond on the dates and in the manner
provided in the FORM OF BOND set forth in Exhibit A to this Ordinance. Interest shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Section 5. PAYING AGENTIREGISTRAR; BOOK -ENTRY ONLY SYSTEM. (a)
Registration, Transfer. Conversion and Exchange, Authentication. That the City shall keep or
cause to be kept at the designated corporate trust office of BOKF, NA (the "Paying
Agent/Registrar"), books or records for the registration of the transfer, conversion and exchange
of the Bonds (the "Registration Books"), and the City hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
registrations of transfers, conversions and exchanges under such reasonable regulations as the
City and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make
such registrations, transfers, conversions and exchanges as herein provided. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address of the owner of
each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but
it shall be the duty of each owner to notify the Paying Agent/Registrar in writing of the address
to which payments shall be mailed, and such interest payments shall not be mailed unless such
notice has been given. The City shall have the right to inspect, at the Designated Trust Office of
the Paying Agent/Registrar, the Registration Books during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not permit their inspection by any other
entity. Except as otherwise provided in the FORM OF BOND, the owner of each Bond
requesting a conversion, transfer, exchange and delivery of such Bond shall pay the Paying
Agent/Registrar's standard or customary fees and charges for making such registration, transfer,
conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments,
transfers, conversions and exchanges of Bonds shall be made in the manner provided and with
the effect stated in the FORM OF BOND. Each substitute Bond shall bear a letter and/or number
to distinguish it from each other Bond. An authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the "Paying
Agent/Registrar's Authentication Certificate" in the form set forth in the FORM OF BOND (the
"Authentication Certificate"), and, except as provided below, no such Bond shall be deemed to
be issued or Outstanding unless the Authentication Certificate is so executed; however, the
foregoing notwithstanding, the Authentication Certificate need not be executed if any such Bond
is accompanied by an executed "Comptroller's Registration Certificate" in the form set forth in
the FORM OF BOND, The Paying Agent/Registrar promptly shall cancel all paid Bonds and
Bonds surrendered for conversion and exchange. No additional ordinances, orders, or
resolutions need be passed or adopted by the governing body of the City or any other body or
person so as to accomplish the foregoing conversion and exchange of any Bond or portion
thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of
the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1206, the duty of
conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of the Authentication Certificate, the converted and
exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the
same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance,
approved by the Attorney General, and registered by the Comptroller. As of the date this
Ordinance is approved by the City, the City has been advised that the Designated Trust Office of
the Paying Agent/Registrar is its Dallas, Texas corporate trust office.
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of, premium, if any, and
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interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep
proper records of all payments made by the City and the Paying Agent/Registrar with respect to
the Bonds.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred
and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the
characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) shall be payable as
to principal and interest, and (viii) shall be administered and the Paying Agent/Registrar and the
City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and
in the manner and to the effect as required or indicated, in the FORM OF BOND, The Bonds
initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be,
authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of
and exchange for any Bond or Bonds issued under this Ordinance 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 Bonds are outstanding a competent and legally qualified entity shall act
as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and
that the Paying Agent/Registrar will be one entity. Such entity may be the City, to the extent
permitted by law, or a bank, trust company, financial institution, or other agency, as selected by
the City. The City reserves the right to, and may, at its option, change the Paying
Agent/Registrar upon not less than one hundred and twenty (120) days written notice to the
Paying Agent/Registrar, to be effective not later than sixty (60) days prior to the next principal or
interest payment date after such notice. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or
otherwise cease to act as such, the City covenants that promptly it will appoint a competent and
legally qualified entity to act as Paying Agent/Registrar under this Ordinance. Upon any change
in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and
deliver the Registration Books (or a copy thereof), along with all other pertinent books and
records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by
the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written
notice thereof to be sent by the new Paying Agent/Registrar to each owner of the Bonds, by
United States mail, first-class postage prepaid, which notice also shall give the address of the
new Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a
certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Additional Notice of Redem tion. (i) In addition to the manner of providing notice
of redemption of Bonds as set forth in Section 3 hereof, the Paying Agent/Registrar shall give
notice of redemption of Bonds by United States mail, first-class postage prepaid, at least thirty
(30) days prior to a redemption date to the MSRB. Any notice sent to the MSRB shall be sent so
that such notice is received at least two (2) days prior to the general mailing or publication date
of such notice. The Paying Agent/Registrar shall also send a notice of redemption to the
registered owner of any Bonds who has not sent the Bonds in for redemption sixty (60) days
after the redemption date. The failure to send, mail or receive any such notice described in this
clause (i), 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 Bond.
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(ii) Each redemption notice, whether required in the FORM OF BOND or
otherwise by this Ordinance, shall contain a description of the Bonds to be redeemed
including the complete name of the Bonds, the series, the date of issue, the interest rate,
the maturity date, the CUSIP number, the amounts called of each Bond, the publication
and mailing date for the notice, the date of redemption, the redemption price, the name of
the Paying Agent/Registrar and the address at which the Bond may be redeemed
including a contact person and telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar to the
registered owners of the Bonds shall include a CUSIP number relating to each amount
paid to such registered owner.
(f) DTC Book-EnLjy-Only System of Registration. That the Bonds initially shall be
issued and delivered in such manner that no physical distribution of the Bonds will be made to
the public, and The Depository Trust Company, New York, New York ("DTC"), 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 Ordinance shall be delivered to and registered in the name of CEDE & CO.,
the nominee of DTC. So long as each Bond is registered in the name of CEDE & CO., the
Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the
actual and beneficial owner thereof. It is expected that DTC will maintain a book -entry system
which will identify ownership of the Bonds in integral amounts of $5,000, with transfers of
ownership being effected on the records of DTC and its participants pursuant to rules and
regulations established by them, and that the Bonds initially deposited with DTC shall be
immobilized and not be further exchanged for substitute Bonds except as hereinafter provided.
The City is not responsible or liable for any functions of DTC, will not be responsible for paying
any fees or charges with respect to its services, will not be responsible or liable for maintaining,
supervising, or reviewing the records of DTC or its participants, or protecting any interests or
rights of the beneficial owners of the Bonds. It shall be the duty of the DTC Participants, as
defined in the Official Statement herein approved, to make all arrangements with DTC to
establish this book -entry system, the beneficial ownership of the Bonds, and the method of
paying the fees and charges of DTC. The City does not represent nor covenant that the initial
book -entry system established with DTC will be maintained in the future. Notwithstanding the
initial establishment of the foregoing book -entry system with DTC, if for any reason any of the
originally delivered Bonds is duly filed with the Paying Agent/Registrar with proper request for
transfer and substitution, as provided for in this Ordinance, substitute Bonds will be duly
delivered as provided in this Ordinance, and there will be no assurance or representation that any
book -entry system will be maintained for such Bonds. To effect the establishment of the
foregoing book -entry system, the City has executed and filed with DTC the "Blanket DTC Letter
of Representations" in the form provided by DTC to evidence the City's intent to establish said
book -entry system. The foregoing notwithstanding, if Bonds are sold through a negotiated sale
conducted as a private placement, the Bond Purchase Agreement governing such sale of Bonds
shall provide whether the Bonds so sold shall be subject to the book -entry system described in
this Section and, if such Bonds will be subject to the book -entry system, it shall be the duty of
the Purchaser to make all arrangements with DTC to establish the book -entry system, the
beneficial ownership of the Bonds, and the method of paying the fees and charges of DTC.
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(g) Reportable Payments. With respect to the Bonds, to the extent required by the Code
and the regulations promulgated thereunder, the Paying Agent/Registrar shall report to each
owner of the Bonds and the Internal Revenue Service (i) the amount of "reportable payments", if
any, subject to backup withholding during each year and the amount of tax withheld, if any, with
respect to payments of the Bonds, and (ii) the amount of interest or amount treated as interest on
the Bonds and required to be included in the gross income of an owner of Bonds.
Section 6. FORM OF BONDS. That the form of all Bonds, including the form of the
Authentication Certificate, the form of Assignment, and the form of the Comptroller's
Registration Certificate to be attached only to the Bonds initially issued and delivered pursuant to
this Ordinance, shall be, respectively, substantially as set forth in Exhibit A, with such
appropriate variations, omissions, or insertions as are permitted or required by this Ordinance.
Section 7. DEFINITIONS. That, as used in this Ordinance, the following terms shall
have the meanings set forth below, unless the text hereof specifically indicates otherwise:
"Accountant" means a nationally recognized independent certified public accountant, or
an independent firm of certified public accountants.
"Act" means, collectively, Chapter 1207, Texas Government Code, and Subchapter C,
Chapter 552, Texas Local Government Code.
"Additional Bonds" means the additional bonds which the City reserves the right to issue
in the future as Parity Bonds, as provided in this Ordinance.
"Amortization Installment", with respect to the Bonds designated as term bonds, and any
Term Bonds of any Additional Bonds, means the amount of money which is required to be
deposited into the Mandatory Redemption Account referred to in Section 10 hereof for
retirement of such Term Bonds (whether at maturity or by mandatory redemption and including
redemption premium, if any) provided that the total Amortization installments for such Term
Bonds shall be sufficient to provide for retirement of the aggregate principal amount of such
Term Bonds.
"Annual Debt Service Requirements" means, for any Fiscal Year, the principal of and
interest on all Parity Bonds coming due at Maturity or Stated Maturity (or that could come due
on demand of the owner thereof other than by acceleration or other demand conditioned upon
default by the City on such Debt, or be payable in respect of any required purchase of such Debt
by the City) in such Fiscal Year, and, for such purposes, any one or more of the following rules
shall apply at the election of the City:
(1) Committed Take Out. If the City has entered into a Credit Agreement
constituting a binding commitment within normal commercial practice to discharge any
of its Funded Debt at its Stated Maturity (or, if due on demand, at any date on which
demand may be made) or to purchase any of its Funded Debt at any date on which such
Debt is subject to required purchase, all under arrangements whereby the City's
obligation to repay the amounts advanced for such discharge or purchase constitutes
Funded Debt, then the portion of the Funded Debt committed to be discharged or
purchased shall be excluded from such calculation and the principal of and interest on the
Funded Debt incurred for such discharging or purchase that would be due in the Fiscal
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Year for which the calculation is being made, if incurred at the Stated Maturity or
purchase date of the Funded Debt to be discharged or purchased, shall be added;
(2) Balloon Debt. If the principal (including the accretion of interest resulting
from original issue discount or compounding of interest) of any series or issue of Funded
Debt due (or payable in respect of any required purchase of such Funded Debt by the
City) in any Fiscal Year either is equal to at least 25% of the total principal (including the
accretion of interest resulting from original issue discount or compounding of interest) of
such Funded Debt or exceeds by more than 50% the greatest amount of principal of such
series or issue of Funded Debt due in any preceding or succeeding Fiscal Year (such
principal due in such Fiscal Year for such series or issue of Funded Debt being referred to
herein as "Balloon Debt"), the amount of principal of such Balloon Debt taken into
account during any Fiscal Year shall be equal to the debt service calculated using the
original principal amount of such Balloon Debt amortized over the Term of Issue on a
level debt service basis at an assumed interest rate equal to the rate borne by such Balloon
Debt on the date of calculation;
(3) Consent Sinking. In the case of Balloon Debt (as defined in clause (2)
above), if a Designated Financial Officer shall deliver to the City an Officer's Certificate
providing for the retirement of (and the instrument creating such Balloon Debt shall
permit the retirement of), or for the accumulation of a sinking fund for (and the
instrument creating such Balloon Debt shall permit the accumulation of a sinking fund
for), such Balloon Debt according to a fixed schedule stated in such Officer's Certificate
ending on or before the Fiscal Year in which such principal (and premium, if any) is due,
then the principal of (and, in the case of retirement, or to the extent provided for by the
sinking fund accumulation, the premium, if any, and interest and other debt service
charges on) such Balloon Debt shall be computed as if the same were due in accordance
with such schedule, provided that this clause (3) shall apply only to Balloon Debt for
which the installments previously scheduled have been paid or deposited to the sinking
fund established with respect to such Debt on or before the times required by such
schedule; and provided further that this clause (3) shall not apply where the City has
elected to apply the rule set forth in clause (2) above;
(4) Prepaid Debt. Principal of and interest on Parity Bonds, or portions thereof,
shall not be included in the computation of the Annual Debt Service Requirements for
any Fiscal Year for which such principal or interest are payable from funds on deposit or
set aside in trust for the payment thereof at the time of such calculations (including
without limitation capitalized interest and accrued interest so deposited or set aside in
trust) with a financial institution acting as fiduciary with respect to the payment of such
Debt;
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(5) Variable Rate. As to any Parity Bond that bears interest at a variable interest
rate which cannot be ascertained at the time of calculation of the Annual Debt Service
Requirement then, at the option of the City, either (1) an interest rate equal to the average
rate borne by such Parity Bonds (or by comparable debt in the event that such Parity
Bonds has not been outstanding during the preceding 24 months) for any 24 month period
ending within 30 days prior to the date of calculation, or (2) an interest rate equal to the
20-year Tax -Exempt Revenue Bond Index (as most recently published in The Bond
Buyer), shall be presumed to apply for all future dates, unless such index is no longer
published in The Bond Buyer, in which case an index of tax-exempt revenue bonds with
maturities of at least 20 years which is published in a newspaper or journal with national
circulation may be used for this purpose. If two Series of Parity Bonds which bear
interest at variable interest rates, or one or more maturities within a Series, of equal par
amounts, are issued simultaneously with inverse floating interest rates providing a
composite fixed interest rate for such Parity Bonds taken as a whole, such composite
fixed rate shall be used in determining the Annual Debt Service Requirement with respect
to such Parity Bonds;
(6) Guarantee. In the case of any guarantee, as described in clause (2) of the
definition of Debt, no obligation will be counted if the City does not anticipate in its
annual budget that it will make any payments on the guarantee. If, however, the City is
making payments on a guarantee or anticipates doing so in its annual budget, such
obligation shall be treated as Parity Bonds and calculations of annual debt service
requirements with respect to such guarantee shall be made assuming that the City will
make all additional payments due under the guaranteed obligation. If the entity whose
obligation is guaranteed cures all defaults and the City no longer anticipates making
payments under the guarantee, the guaranteed obligations shall not be included in the
calculation of Annual Debt Service Requirements; and
(7) Credit Agreement Payments. If the City has entered into a Credit Agreement
in connection with an issue of Debt, payments due under the Credit Agreement (other
than payments for fees and expenses), for either the City or the Credit Provider, shall be
included in such calculation, except to the extent that the payments are already taken into
account under (1) through (6) above and any payments otherwise included above under
(1) through (6) which are to be replaced by payments under a Credit Agreement, from
either the City or the Credit Provider, shall be excluded from such calculation. For
purposes of satisfying the provisions of Sections 19(a) and 19(b) of this Ordinance, the
City shall assume that for the term of the Credit Agreement, it will not receive any
payments from the counterparty thereto, and further that the City shall calculate the
amount of its payments due annually to the counterparty under the Credit Agreement
(other than payments for fees and expenses) on the basis of the percentage rate applicable
to the stated notional amount of the Credit Agreement, as such percentage rate is
determined as of the date the Credit Agreement is approved by ordinance adopted by the
City Council.
With respect to any calculation of historic data, only those payments actually made in the subject
period shall be taken into account in making such calculation and, with respect to prospective
calculations, only those payments reasonably expected to be made in the subject period shall be
taken into account in making the calculation.
"Attorney General" means the Office of the Attorney General of the State of Texas.
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"Authentication Certificate" shall have the meaning given said term in Section 5(a)
hereof.
"Authorized Denomination" means Bonds in a denomination of $5,000 or any integral
multiple thereof.
"Authorized Investments" means any and all of the authorized investments described in
the Public Funds Investment Act of 1987, Chapter 2256, Texas Government Code, provided that
such investments are at the time made included in and authorized by the City's official
investment policy approved from time to time by the City Council.
"Authorized Representative" means the City Manager and the Chief Financial
Officer/Director of Financial Management Services of the City, acting individually but not
collectively.
"Bidding Instructions" means the Notice of Sale and Bidding Instructions distributed to
potential purchasers of Bonds sold pursuant to a competitive sale.
"Bond, Bonds" means one or more, as the case may be, of the refunding bonds authorized
to be issued by this Ordinance.
"Bond Purchase Agreement" means a bond purchase agreement (i) between the City and
the Underwriters, pertaining to the purchase of the Bonds by the Underwriters sold through a
negotiated sale conducted as a public underwriting, and (ii) between the City and the Purchaser,
pertaining to the purchase of the Bonds by the Purchaser sold through a negotiated sale
conducted as a private placement.
"Business Day" means a day other than a Saturday, Sunday, a legal holiday, or a day on
which banking institutions are authorized by law or executive order to close in the City or the
city where the Designated Trust Office of the Paying Agent/Registrar is located.
"Chapter 9" means Chapter 9 of the Texas Business and Commerce Code.
"Chapter 1207" means Chapter 1207 of the Texas Government Code.
"Chapter 1208" means Chapter 1208 of the Texas Government Code.
"City" and "Issuer" means the City of Fort Worth, Texas.
"Code" means the Internal Revenue Code of 1986.
"Comptroller" means the Comptroller of Public Accounts of the State of Texas.
"Credit Agreement" means, collectively, a loan agreement, revolving credit agreement,
agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance
contract, commitment to purchase Parity Bonds, purchase or sale agreement, interest rate swap
agreement, currency exchange agreement, interest rate floor or cap agreement, or a commitment
or any other contract or agreement authorized, recognized and approved by the City as a Credit
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Agreement in connection with the authorization, issuance, security, or payment of Parity Bonds
and on a parity therewith.
"Credit Facility" means (i) a policy of insurance or a surety bond, issued by an issuer of
policies of insurance insuring the timely payment of debt service on governmental obligations,
provided that a Rating Agency having an outstanding rating on Parity Bonds would rate the
Parity Bonds fully insured by a standard policy issued by the issuer in one of its two highest
generic rating categories for such obligations; and (ii) a letter or line of credit issued by any
financial institution, provided that a Rating Agency having an outstanding rating on the Parity
Bonds would rate the parity obligations in one of its two highest generic rating categories for
such obligations if the letter or line of credit proposed to be issued by such financial institution
secured the timely payment of the entire principal amount of the Parity Bonds and the interest
thereon; and, in any case, no lower than the rating assigned by a Rating Agency to the Parity
Bonds.
"Credit Provider" means any bank, financial institution, insurance company, surety bond
provider, or other entity which provides, executes, issues, or otherwise is a parry to or provider of
a Credit Agreement.
"Debt" means all:
(1) indebtedness incurred or assumed by the City for borrowed money (including
indebtedness arising under Credit Agreements) and all other financing'obligations of the
City that, in accordance with generally accepted accounting principles, are shown on the
liability side of a balance sheet;
(2) all other indebtedness (other than indebtedness otherwise treated as Debt
hereunder) for borrowed money or for the acquisition, construction, or improvement of
property or capitalized lease obligations that is guaranteed, directly or indirectly, in any
manner by the City, or that is in effect guaranteed, directly or indirectly, by the City
through an agreement, contingent or otherwise, to purchase any such indebtedness or to
advance or supply funds for the payment or purchase of any such indebtedness or to
purchase property or services primarily for the purpose of enabling the debtor or seller to
make payment of such indebtedness, or to assure the owner of the indebtedness against
loss, or to supply funds to or in any other manner invest in the debtor (including any
agreement to pay for property or services irrespective of whether or not such property is
delivered or such services are rendered), or otherwise; and
(3) all indebtedness secured by any mortgage, lien, charge, encumbrance, pledge
or other security interest upon property owned by the City whether or not the City has
assumed or become liable for the payment thereof.
For the purpose of determining the "Debt" of the City, there shall be excluded any particular
Debt if, upon or prior to the Maturity thereof, there shall have been deposited with the proper
depository (a) in trust the necessary funds (or investments that will provide sufficient funds, if
permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of
such Debt or (b) evidence of such Debt deposited for cancellation; and thereafter it shall not be
considered Debt. No item shall be considered Debt unless such item constitutes indebtedness
under generally accepted accounting principles applied on a basis consistent with the financial
statements prepared by or for the benefit of the City in prior Fiscal Years.
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"Defeasance Securities" means (i) direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of
America and (ii) noncallable obligations of an agency or instrumentality of the United States of
America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date of the purchase thereof, are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent.
"Designated Financial Officer" shall have the same meaning as set forth in the preamble
to this Ordinance.
"Designated Trust Office" shall have the same meaning as set forth in Section 5(a)
hereof.
"DTC" means The Depository Trust Company, New York, New York, or any successor
securities depository designated by the City in accordance with the provisions of Section 5(f)
hereof.
"Fiscal Year" means the regular fiscal year used by the City in connection with the
operation of the System, which may be any twelve consecutive months period established by the
City.
"Funded Debt" means all Parity Bonds that mature by their terms (in the absence of the
exercise of any earlier right of demand), or are renewable at the option of the City to a date, more
than one year after the original creation, assumption, or guarantee of such Debt by the City.
"Gross Revenues of the City's Drainage Utility System" and "Gross Revenues" means all
revenues, income, and receipts of every nature derived or received by the City from the operation
and ownership of the System, including the interest income from the investment or deposit of
money in any Fund created by this Ordinance, or maintained by the City in connection with the
System.
"Initial Bond" shall have the same meaning as set forth in Section 2(a) hereof.
"MAC" means the Municipal Advisory Council of Texas.
"Maturity" when used with respect to any Debt means the date on which the principal of
such Debt or any installment thereof becomes due and payable as therein provided, whether at
the Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise.
"MSRB" means the Municipal Securities Ruiemaking Board.
"Nora Recourse Debt" means any Debt secured by a lien (other than a lien on Gross
Revenues), liability for which is effectively limited to the property subject to such lien with no
recourse, directly or indirectly, to any other property of the City attributable to the System;
provided, however, that such Debt is being incurred in connection with the acquisition of
property only, which property is not, at the time of such occurrence, owned by the City and being
used in the operations of the City.
"Officer's Certificate" means a certificate executed by a Designated Financial Officer.
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"Official Bid Form" means the bid form prepared in accordance with the Bidding
Instructions and submitted by potential purchasers of any Bonds sold pursuant to a competitive
sale.
"Official Statement" shall have the same meaning as set forth in Section 2(c) hereof.
"Outstanding Parity Bonds" shall have the same meaning as set forth in the preamble to
this Ordinance.
"Parity Bonds" means the Outstanding Parity Bonds, the Bonds and all bonds and
obligations issued or incurred by the City that are determined and declared by the City Council
of the City to be on a parity with the Bonds, including Additional Bonds and obligations of the
City issued or incurred under the terms of a Credit Agreement.
"Paying Agent/Registrar" shall have the meaning as set forth in Section 5(a) hereof.
"Pricing Certificate" shall have the meaning given said term in Section 2(b) hereof.
"Purchaser" or "Purchasers" means (a) the entity or entities listed in the Official Bid
Form accepted by the City as the best bid for the Bonds, in the case of the sale of Bonds sold
through a competitive sale or (b) the bank or other financial institution listed in a Bond Purchase
Agreement executed in connection with a negotiated sale conducted as a private placement of
Bonds.
"Refunded Commercial Paper Notes" means those Commercial Paper Notes designated
by the Chief Financial Officer/Director of Financial Management Services of the City in
accordance with this Ordinance to be refunded with the proceeds of Bonds.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Series 2016 Bonds", "Series 2019 Bonds", "Series 2020 Bonds" and "Series 2023 Bonds"
each shall have the meaning as set forth in the preamble to this Ordinance.
"Stated Maturity" when used with respect to any Debt or any installment of interest
thereon means any date specified in the instrument evidencing or authorizing such Debt or such
installment of interest as a fixed date on which the principal of such Debt or any installment
thereof or the fixed date on which such installment of interest is due and payable.
"Subordinated Debt" or "Subordinate Obligations" means any Debt which expressly
provides that all payments thereon shall be subordinated to the timely payment of all Parity
Bonds then outstanding or subsequently issued.
"System" means and includes the City's drainage utility system, together with all future
extensions, improvements, enlargements, and additions thereto, and all replacements thereof,
provided that, notwithstanding the foregoing, and to the extent now or hereafter authorized or
permitted by law, the term System shall not include any facilities which are declared not to be a
part of the System and which are acquired or constructed by the City with the proceeds from the
17
issuance of "Special Facilities Bonds", which are hereby defined as being special revenue
obligations of the City which are not secured by or payable from the Gross Revenues as defined
herein, but which are secured by and payable solely from special contract revenues or payments
received from any other legal entity in connection with such facilities, and thus constitute Non -
Recourse Debt; and such revenues or payments shall not be considered as or constitute Gross
Revenues of the System, unless and to the extent otherwise provided in the ordinance or
ordinances authorizing the issuance of such "Special Facilities Bonds".
"Term Bonds" means those Parity Bonds so designated in the ordinances authorizing such
bonds (including, with respect to any Bonds so designated as term bonds), which shall be subject
to retirement by operation of the Mandatory Redemption Account referred to in Section 10
hereof.
"Term of Issue" means with respect to any Balloon Debt, a period of time equal to the
greater of (i) the period of time commencing on the date of issuance of such Balloon Debt and
ending on the final maturity date of such Balloon Debt or (ii) twenty-five years.
"Treasury Regulations" means all applicable temporary, proposed and final regulations
and procedures promulgated under the Code or promulgated under the Internal Revenue Code of
1954, to the extent applicable to the Code.
"Underwriters" means the investment banking firms listed in a Bond Purchase
Agreement executed in connection with a negotiated sale conducted as a public underwriting of
Bonds.
"Value oflnvestment Securities" and words of like import means valuation at their market
value, excluding accrued interest, in accordance with the City's official investment policy
approved from time to time by the City Council.
Section 8. PLEDGE. (a) That the Parity Bonds, and any interest payable thereon, are
and shall be secured by and payable from a first lien on and pledge of the Gross Revenues; and
the Gross Revenues are further pledged to the establishment and maintenance of the Debt
Service Fund as hereinafter provided. The Parity Bonds are and will be secured by and payable
only from the Gross Revenues, and are not secured by or payable from monies raised or to be
raised from taxation, or a mortgage or deed of trust on any real, personal or mixed properties
constituting the System.
(b) Chapter 1208 applies to the issuance of the Bonds and the pledge of the Gross
Revenues granted by the City under subsection (a) of this Section, and such pledge is therefore
valid, effective, and perfected. If Texas law is amended at any time while the Bonds are
Outstanding and unpaid such that the pledge of the Gross Revenues granted by the City is to be
subject to the filing requirements of Chapter 9, then in order to preserve to the registered owners
of the Bonds the perfection of the security interest in said pledge, the City agrees to take such
measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of Chapter 9 and enable a filing to perfect the security interest in said
pledge to occur.
Section 9. REVENUE FUND. That there has been created and established on the books
of the City, and accounted for separate and apart from all other funds of the City, a special
drainage utility fund entitled the "City of'Fort Worth, Texas, Drainage Utility System Revenue
18
Fund" (hereinafter called the "Revenue Fund"). All Gross Revenues are and shall be credited to
the Revenue Fund immediately upon receipt. Monies in the Revenue Fund shall be maintained
at an official depository bank of the City.
Section 10. DEBT SERVICE FUND. (a) That for the sole purpose of paying the
principal of and interest on the Parity Bonds, as the same come due, there has been created and
established on the books of the City a separate fund entitled the "City of Fort Worth, Texas,
Drainage Utility System Revenue Bonds Debt Service Fund" (hereinafter called the 'Debt
Service Fund"). Monies in the Debt Service Fund shall be maintained at an official depository
bank of the City.
(b) Within the Debt Service Fund there is hereby established an account entitled the
"City of Fort Worth, Texas Drainage Utility System Revenue Bonds Mandatory Redemption
Account" (the "Mandatory Redemption Account"), into which shall be credited the Amortization
Installments which shall be used for the payment of the principal of Term Bonds as the same
shall come due, whether by maturity thereof or by redemption, through the operation of the
Mandatory Redemption Account.
Section 11. RESERVE FUND. That the City reserves the right to establish and fund a
reserve fund for the benefit of the owners and holders of the Parity Bonds. Any such reserve
fund so established shall be maintained in such amount as shall be determined by the City
Council, subject to the provisions of Section 24 of this Ordinance. With respect to the Bonds, no
reserve fund shall be required to be established at the time of the delivery of the Bonds.
Section 12, DEPOSITS OF GROSS REVENUES; INVESTMENTS. (a) That the
Gross Revenues shall be transferred from the Revenue Fund and deposited to the credit of the
Debt Service Fund when and as required by this Ordinance and by ordinances hereafter adopted
by the City Council of the City authorizing Parity Bonds.
(b) Moneys in any Fund or Account established pursuant to this Ordinance may, at the
option of the City, be placed or invested in Authorized Investments. The value of any such Fund
or Account shall be established by adding any money therein to the Value of Investment
Securities. The value of each such Fund or Account shall be established no less frequently than
annually as of the last Business Day of each Fiscal Year, and in any event the value of each such
Fund and Account shall be established as of the last Business Day of the month preceding the
date the City Council adopts an ordinance authorizing the issuance and delivery of Parity Bonds.
Earnings derived from the investment of moneys on deposit in the various Funds and Accounts
shall be credited to the Revenue Fund.
Section 13. FUNDS SECURED. That money in all Funds created by this Ordinance, to
the extent not invested, shall be secured in the manner prescribed by law for securing funds of
the City.
Section 14. DEBT SERVICE REQUIREMENTS. (a) That promptly after the
delivery of the Bonds the City shall cause to be deposited to the credit of the Debt Service Fund
any accrued interest received from the sale and delivery of the Bonds, and any such deposit shall
be used to pay part of the interest next coming due on the Bonds.
(b) That the City shall transfer Gross Revenues from the Revenue Fund and deposit
to the credit of the Debt Service Fund the amounts, at the times, as follows:
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(1) such amounts, deposited in approximately equal monthly installments on
or before the last Business Day of each month hereafter, commencing with the month
during which the Bonds are delivered, as will be sufficient, together with other amounts,
if any, then on hand in the Debt Service Fund and available for such purpose, to pay the
interest scheduled to accrue and come due on the Bonds on the next succeeding interest
payment date;
(2) such amounts, deposited in approximately equal monthly installments on
or before the last Business Day of each month hereafter, commencing with the month
during which the Bonds are delivered, as will be sufficient, together with other amounts,
if any, then on hand in the Debt Service Fund and available for such purpose, to pay the
principal scheduled to mature and come due on the Bonds on the next succeeding
principal payment date; and
(3) such amounts, deposited in approximately equal monthly installments on
or before the last Business Day of each month hereafter, commencing with the month
during which the Bonds are delivered, as will be sufficient, together with other amounts,
if any, then on hand in the Debt Service Fund and available for such purpose, to pay the
Amortization Installments scheduled to come due on the Bonds on the next succeeding
mandatory sinking fund redemption payment date.
Section 15. DEFICIENCIES; ADDITIONAL USES FOR GROSS REVENUES. (a)
That if on any occasion there shall not be sufficient Gross Revenues to make the required
deposits into the Debt Service Fund, then such deficiency shall be made up as soon as possible
from the next available Gross Revenues, or from any other sources available for such purpose.
(b) That, subject to making the required deposits to the credit of the Debt Service
Fund when and as required by this Ordinance, or any ordinance authorizing the issuance of
Parity Bonds, Gross Revenues may be used by the City for any lawful purpose not inconsistent
with the Act including, without limitation, paying the costs of operating and maintaining the
System.
Section 16. PAYMENT OF THE PARITY BONDS. That on or before each date upon
which principal of or interest on any Parity Bonds are scheduled to be due and payable, while
any of the Parity Bonds are outstanding and unpaid, the City shall make available to the paying
agents therefor (including the Paying Agent/Registrar), out of the Debt Service Fund (if
necessary), money sufficient to pay such interest on and such principal of the Parity Bonds as
shall become due on such dates, respectively, at maturity or by redemption prior to maturity.
The aforesaid paying agents (including the Paying Agent/Registrar) shall furnish the City with an
appropriate certificate that such payments to the holder or owner thereof have been made when
due.
Section 17. DEFAULT AND REMEDIES. (a) Events of Default. That each of the
following occurrences or events for the purpose of this Ordinance is hereby declared to be an
Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
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(ii) except as provided in Section 26(c)(iv) of this Ordinance, default in the
performance or observance of any other covenant, agreement or obligation of the City,
the failure to perform which materially, adversely affects the rights of the registered
owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in
accordance with this Ordinance, and the continuation thereof for a period of sixty (60)
days after notice of such default is given by any registered owner to the City.
(b) Remedies for Default. _
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the registered owners under this Ordinance, by mandamus or other suit,
action or special proceeding in equity or at law, in any court of competent jurisdiction,
for any relief permitted by law, excluding, however, acceleration, but including the
specific performance of any covenant or agreement contained herein, or thereby to enjoin
any act or thing that may be unlawful or in violation of any right of the registered owners
hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all registered owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under the Bonds or
now or hereafter existing at law or in equity; provided, however, that notwithstanding any
other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds
shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance,
whether through direct issuance or by being identified as an owner in the records of a
securities depository or as a beneficial owner in the records of a DTC Participant, the
registered or beneficial owner thereof agrees that the certifications required to effect any
covenants or representations contained in this Ordinance do not and shall never constitute
or give rise to a personal or pecuniary liability or charge against the officers, employees
or members of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the registered owners with
any liability, or be held personally liable to the registered owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of
Default under this Ordinance.
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Section 18. FINAL DEPOSITS; GOVERNMENTAL OBLIGATIONS. (a) Defeased
Bonds. That any Bond and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent
provided in subsection (d) of this Section, when payment of the principal of such Bond, plus
interest thereon to the due date (whether such due date be by reason of maturity or otherwise)
either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii)
shall have been provided for on or before such due date by irrevocably depositing with or
making available to the Paying Agent/Registrar in accordance with an escrow agreement or other
instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United
States of America sufficient to make such payment or (2) Defeasance Securities that mature as to
principal and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money to provide for such payment, and when proper arrangements
have been made by the City with the Paying Agent/Registrar for the payment of its services until
all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed
to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no
longer be secured by, payable from, or entitled to the benefits of, the pledge of Gross Revenues
as provided in this Ordinance, and such principal and interest shall be payable solely from such
money or Defeasance Securities. Notwithstanding any other provision of this Ordinance to the
contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is made
in conjunction with the payment arrangements specified in subsection 18(a)(i) or (ii) shall not be
irrevocable, provided that the City: (1) in the proceedings providing for such payment
arrangements, expressly reserves the right to call the Defeased Bonds for redemption; (2) gives
notice of the reservation of that right to the owners of the Defeased Bonds immediately
following the making of the payment arrangements; (3) directs that notice of the reservation be
included in any redemption notices that it authorizes; and (4) at the time of the redemption,
satisfies the conditions for the redemption of the Bonds as provided in the FORM OF BOND set
forth in Exhibit A to this Ordinance as though they were being defeased at the time of the
exercise of the option to redeem the Bonds, after taking the redemption into account in
determining the sufficiency of the provisions made for the payment of the Bonds.
(b) Investment in Defeasance Securities. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the City be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth, and all income from such
Defeasance Securities received by the Paying Agent/Registrar that is not required for the
payment of the Bonds and interest thereon, with respect to which such money has been so
deposited, shall be turned over to the City, or deposited as directed in writing by the City. Any
Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held
for the payment of Defeased Bonds may contain provisions permitting the investment or
reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance
Securities upon the satisfaction of the requirements specified in subsection 18(a)(i) or (ii). All
income from such Defeasance Securities received by the Paying Agent/Registrar which is not
required for the payment of the Defeased Bonds, with respect to which such money has been so
deposited, shall be remitted to the City or deposited as directed in writing by the City.
(c) PayingAgent/Registrar Services. Until all Defeased Bonds shall have become
due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City
shall make proper arrangements to provide and pay for such services as required by this
Ordinance.
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(d) Selection of Bonds for Defeasance. In the event that the City elects to defease
Less than all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall
select, or cause to be selected, such amount of Bonds by such random method as it deems fair
and appropriate.
Section 19. ADDITIONAL BONDS. (a) Parity Bonds. That the City reserves and shall
have the right and power to issue or incur Parity Bonds for any purpose authorized by law
pursuant to the provisions of this Ordinance and any ordinance hereafter adopted authorizing the
issuance or incurrence of Parity Bonds. The City may issue, incur, or otherwise become liable in
respect of any Parity Bonds if a Designated Financial Officer shall deliver to the City a
certificate stating that, to the best knowledge thereof, (i) the City is in compliance with all
covenants contained in this Ordinance and any ordinance hereafter adopted authorizing 'the
issuance or incurrence of Parity Bonds, is not in default in the performance and observance of
any of the terms, provisions and conditions hereof and thereof, and the Funds and Accounts
securing the Parity Bonds then outstanding contain the amount then required to be therein, and
(ii) the Gross Revenues for the preceding Fiscal Year, or for twelve consecutive months out of
the fifteen months immediately preceding, the dated date of such proposed Parity Bonds, are at
least equal to 1.50 times the Annual Debt Service Requirements of the Parity Bonds to be
outstanding after the issuance of the then proposed Parity Bonds for the Fiscal Year during
which such Annual Debt Service Requirements are scheduled to be the greatest. For purposes of
this subsection (a), if Parity Bonds are issued to refund less than all of the Parity Bonds then
outstanding, the certification required by clause (ii) above shall give effect to the issuance of the
proposed refunding Parity Bonds (and shall not give effect to the Parity Bonds being refunded
following their cancellation or provision being made for their payment).
(b) Reserve Fund. Should a reserve fund be hereafter established in connection with the
issuance of Parity Bonds, the City shall deposit to the credit of such reserve fund such amounts,
at such times, and in such manner, as shall be provided by ordinance adopted by the City Council
establishing such reserve fund.
(c) Non -Recourse Debt and Subordinate Obligations. Non Recourse Debt and
Subordinate Obligations may be incurred without limitation by the City, upon passage of an
ordinance by the City Council of the City for the purpose of approving the issuance of Non -
Recourse Debt or Subordinate Obligations, as the case may be, and approval of such Non -
Recourse Debt or Subordinate Obligations by the Attorney General, to the extent required by
law.
(d) Credit Agreements. Payments to be made under a Credit Agreement may be treated
as a payment in respect of a Parity Bond and secured by Gross Revenues if the governing body
of the City makes a finding in the ordinance authorizing the execution and delivery of a Credit
Agreement as a Parity Bond that, based upon the findings contained in a certificate executed and
delivered by a Designated Financial Officer, the City will have sufficient funds to meet the
financial obligations of the System, including sufficient Gross Revenues to satisfy the Annual
Debt Service Requirements of the System and the financial obligations of the City relating to the
System after giving effect to the treatment of the Credit Agreement as a Parity Bond. The
payment obligations incurred by the City under a Credit Agreement shall not be treated as a
Parity Bond unless the form of such Credit Agreement is approved by ordinance adopted by the
City Council.
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(e) Determination of Gross Revenues. In making a determination of Gross Revenues for
any of the purposes described in this Section, including, without limitation, subsection (a) of this
Section, the Designated Financial Officer may take into consideration a change in the rates and
charges for services and facilities afforded by the System that became effective at least thirty
(30) days prior to the last day of the period for which Gross Revenues are determined and, for
purposes of satisfying the Gross Revenues test described in subsection (a) above, make a pro
forma determination of the Gross Revenues of the System for the period of time covered by the
Designated Financial Officer's certification based on such change in rates and charges being in
effect for the entire period covered by the Officer's Certificate.
Section 20. APPROVAL BY ATTORNEY GENERAL. That to the extent required by
the laws of the State of Texas, no Parity Bonds shall be delivered by the City until the approval
of the Attorney General has been obtained.
Section 21. GENERAL COVENANTS. That the City further covenants and agrees that
in accordance with and to the extent required or permitted by law:
(a) Performance. It will faithfully perform at all times any and all covenants,
undertakings, stipulations, and provisions contained in this Ordinance, and each ordinance
authorizing the issuance of Parity Bonds, and in each and every Parity Bond; it will promptly pay
or cause to be paid the principal of and interest on every Parity Bond, on the dates and in the
places and manner prescribed in such ordinances and Parity Bonds; and it will, at the times and
in the manner prescribed, deposit or cause -to be deposited the amounts required to be deposited
into the Debt Service Fund; and any holder of the Parity Bonds may require the City, its officials
and employees to carry out, respect or enforce the covenants and obligations of this Ordinance,
or any ordinance authorizing the issuance of Additional Bonds, by all legal and equitable means,
including specifically, but without limitation, the use and filing of mandamus proceedings, in any
court of competent jurisdiction, against the City, its officials and employees.
(b) Ci 's Legal Authod1y. It is a duly created and existing home rule city of the
State of Texas, and is duly authorized under the laws of the State of Texas to create and issue the
Bonds; that all action on its part for the creation and issuance of the Bonds has been duly and
effectively taken; and that the Bonds in the hands of the holders and owners thereof are and will
be valid and enforceable special obligations of the City in accordance with their terms.
(c) Title. It has or will obtain lawful title to the lands, buildings, structures and
facilities constituting the System, that it warrants that it will defend the title to all the aforesaid
lands, buildings, structures and facilities, and every part thereof, for the benefit of the holders
and owners of the Parity Bonds, against the claims and demands of all persons whomsoever, and
that it is lawfully qualified to pledge the Gross Revenues to the payment of the Parity Bonds in
the manner prescribed herein, and has lawfully exercised such rights.
(d) Liens. It will from time to time and before the same become delinquent pay and
discharge all taxes, assessments and governmental charges, if any, which shall be lawfully
imposed upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials,
and supplies which if unpaid might by law become a lien or charge thereon, the lien of which
would be prior to or interfere with the liens hereof, so that the priority of the liens granted
hereunder shall be fully preserved in the manner provided herein; and it will not create or suffer
to be created any mechanic's, laborer's, materialman's or other lien or charge which might or
could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof
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might or could be impaired; provided, however, that no such tax, assessment or charge, and that
no such claims which might be used as the basis of a mechanic's, laborer's, materialman's or
other Iien or charge, shall be required to be paid so long as the validity of the same shall be
contested in good faith by the City.
(e) Operation of System; No Free Service. It will, while the Parity Bonds are
outstanding and unpaid, continuously and efficiently operate the System, and shall maintain the
System in good condition, repair and working order, all at reasonable cost. No free service of the
System shall be allowed, and should the City or any of its agencies or instrumentalities make use
of the services and facilities of the System, payment of the reasonable value shall be made by the
City out of funds from sources other than the revenues of the System, unless made from Gross
Revenues as permitted in Section 15(b) hereof.
(f) Further Encumbrance. It, while any Parity Bonds are outstanding and unpaid,
will not additionally encumber the Gross Revenues in any manner, except as permitted in this
Ordinance in connection with Parity Bonds, unless said encumbrance is made junior and
subordinate in all respects to the liens, pledges, covenants and agreements of this Ordinance; but
the right of the City to issue revenue bonds payable from a subordinate lien on the Gross
Revenues is specifically recognized and retained.
(g) Sale or Disposal of Property. It, while the Parity Bonds are outstanding and
unpaid, will not sell, convey, mortgage, encumber, lease or in any manner transfer title to, or
otherwise dispose of the System, or any significant or substantial part thereof; provided, that
whenever the City deems it necessary to dispose of any other property, machinery, fixtures or
equipment, it may sell or otherwise dispose of such property, machinery, fixtures or equipment
when it has made arrangements to replace the same or provide substitutes therefor, unless it is
determined that no such replacement or substitute is necessary. Proceeds from any sale
hereunder not used to replace or provide for substitution of such property sold, shall be used for
improvements to the System or to purchase or redeem Parity Bonds.
(h) Insurance. (1) Except as otherwise permitted in clause (2) below, the City shall
insure such parts of the System as would usually be insured by corporations operating like
properties, with responsible insurance companies, against loss to the extent insurance is usually
carried by corporations operating like properties. To the extent reasonably obtainable, it shall
include insurance against the perils of fire, extended coverage and flood. At any time while any
contractor engaged in construction work shall be fully responsible therefor, the City shall not be
required to carry insurance on the work being constructed if the contractor is required to carry
appropriate insurance. All such policies shall be open to the inspection of the bondholders and
their representatives at all reasonable times.
(2) In lieu of obtaining policies for insurance as provided above, the City may self -insure
against risks, accidents, claims or casualties of the nature described in clause (1) above.
(3) The annual audit hereinafter required shall contain a section commenting on whether
the City has complied with the requirements of this subsection, and listing the areas of insurance
for which the City is insuring, all policies carried, and whether all insurance premiums upon the
insurance policies to which reference is hereinbefore made have been paid.
(i) Rate Covenant. The City Council of the City will fix, establish, maintain and
collect such rates, charges and fees for the use and availability of the System at all times as are
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necessary to produce Gross Revenues sufficient for each Fiscal Year (1) at least equal to 1.25
times the Annual Debt Service Requirements of all then outstanding Parity Bonds for the Fiscal
Year during which such Annual Debt Service Requirements are scheduled to be the greatest, (2)
to pay all current operation and maintenance expenses of the System, and (3) to pay all other
obligations of the System reasonably anticipated to be paid from Gross Revenues during the
current Fiscal Year.
0) Records. It will keep proper books of record and account in which full, true and
correct entries will be made of all dealings, activities and transactions relating to the System, the
Gross Revenues and the Funds and Accounts created pursuant to this Ordinance, and all books,
documents and vouchers relating thereto shall at all reasonable times be made available for
inspection upon request of any bondholders.
(k) Audits. After the close of each Fiscal Year while any Parity Bonds are
outstanding, an audit will be made by an Accountant of the books and accounts relating to the
System and the Gross Revenues. As soon as practicable after the close of each such Fiscal Year,
and when said audit has been completed and made available to the City, a copy of such audit for
the preceding Fiscal Year shall be mailed to the MAC and to any holder of 5% or more in
aggregate principal amount of then outstanding Parity Bonds who shall so request in writing.
Such annual audit reports shall be open to the inspection of the bondholders and their agents and
representatives at all reasonable times.
(1) Governmental Agencies. It will comply with all of the terms and conditions of
any and all franchises, permits and authorizations applicable to or necessary with respect to the
System, and which have been obtained from any governmental agency; and the City has or will
obtain and keep in full force and effect all franchises, permits, authorization and other
requirements applicable to or necessary with respect to the acquisition, construction, equipment,
operation and maintenance of the System.
(m) No Competition. It will not grant any franchise or permit for the acquisition,
construction or operation of any competing facilities which might be used as a substitute for the
System's facilities, and, to the extent that it legally may, the City will prohibit any such
competing facilities.
Section 22. AMENDMENT OF ORDINANCE. (a) That the holders of the Parity
Bonds aggregating in principal amount a majority of the aggregate principal amount of then
outstanding Parity Bonds shall have the right from time to time to approve any amendment to
this Ordinance which may be deemed necessary or desirable by the City; provided, however, that
without the consent of the holders of all of the Parity Bonds at the time outstanding, nothing
herein contained shall permit or be construed to permit the amendment of the terms and
conditions in this Ordinance or in the Parity Bonds so as to:
(1) Make any change in the maturity of the outstanding Parity Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Parity Bonds;
(3) Reduce the amount of the principal payable on the outstanding Parity Bonds;
(4) Modify the terms of payment of principal of or interest on the outstanding Parity
Bonds or impose any conditions with respect to such payment;
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(5) Affect the rights of the holders of less than all of the Parity Bonds then
outstanding; or
(6) Change the minimum percentage of the principal amount of Parity Bonds
necessary for consent to such amendment.
(b) That if at any time the City shall desire to amend the Ordinance under this
Section, the City shall cause notice of the proposed amendment to be published in a financial
newspaper or journal published in The City of New York, New York, once during each calendar
week for at least two (2) successive calendar weeks; provided, however, that the publication of
such notice shall not constitute a condition precedent to the adoption of such amendatory
ordinance and the failure to publish such notice shall not adversely affect the implementation of
such amendment as adopted pursuant to such amendatory ordinance. Such notice shall briefly
set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the
principal office of the Paying Agent/Registrar for inspection by all holders of Parity Bonds.
Such publication is not required, however, if notice in writing is given to each holder of Parity
Bonds.
(c) That whenever at any time not less than thirty (30) days, and within one (1) year,
from the date of the first publication of said notice or other service of written notice the City
shall receive an instrument or instruments executed by the holders of at least a majority in
aggregate principal amount of all Parity Bonds then outstanding, which instrument or
instruments shall refer to the proposed amendment described in said notice and which
specifically consent to and approve such amendment in substantially the form of the copy thereof
on file with the Paying Agent/Registrar, the City Council may pass the amendatory ordinance in
substantially the same form.
(d) That upon the passage of any amendatory ordinance pursuant to the provisions of
this Section, this Ordinance shall be deemed to be amended in accordance with such amendatory
ordinance, and the respective rights, duties and obligations under this Ordinance of the City and
all the holders of then outstanding Parity Bonds shall thereafter be determined, exercised and
enforced hereunder, subject in all respects to such amendments.
(e) That any consent given by the holder of a Parity Bond pursuant to the provisions
of this Section shall be irrevocable for a period of six (6) months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding upon
all future holders of the same Parity Bond during such period. Such consent may be revoked at
any time after six (6) months from the date of the first publication of such notice by the holder
who gave such consent, or by a successor in title, by filing notice thereof with the Paying
Agent/Registrar therefor and the City, but such revocation shall not be effective if the holders of
a majority in aggregate principal amount of the then outstanding Parity Bonds as in this Section
defined have, prior to the attempted revocation, consented to and approved the amendment.
(f) For the purposes of this Section, the ownership and other matters relating to all
Parity Bonds registered as to ownership shall be determined from the Registration Books kept by
the Paying Agent/Registrar therefor. The Paying Agent/Registrar may conclusively assume that
such ownership continues until written notice to the contrary is served upon the Paying
Agent/Registrar. For purposes of this Section, the notional amount attributable to a Credit
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Agreement that is treated as a Parity Bond shall be deemed to be the principal amount of such
Parity Bond.
(g) The foregoing provisions of this Section notwithstanding, the City by action of
the City Council may amend this Ordinance for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance
contained, other covenants and agreements thereafter to be observed, grant additional
rights or remedies to bondholders or to surrender, restrict or limit any right or power
herein reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or
curing, correcting or supplementing any defective provision contained in this Ordinance,
or in regard to clarifying matters or questions arising under this Ordinance, including,
without limitation, those matters described in Section 26(c)(vi) hereof, as are necessary or
desirable and not contrary to or inconsistent with this Ordinance and which shall not
adversely affect the interests of the holders of the Parity Bonds; or
(3) To modify any of the provisions of this Ordinance in any other respect
whatsoever, provided that (i) such modification shall be, and be expressed to be, effective
only after all previously issued Parity Bonds outstanding at the date of the adoption of
such modification shall cease to be outstanding, and (ii) such modification shall be
specifically referred to in the text of all Additional Bonds issued after the date of the
adoption of such modification.
Section 23. 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/Registrar shall cause to be printed, executed, and delivered, a new
bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost,
stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed
Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of
a Bond, the applicant for a replacement bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of a Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be.
In every case of damage or mutilation of a Bond, the applicant shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, in the event any such
Bond shall have matured, and no default has occurred which is then continuing in the payment of
the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the
payment of the same (without surrender thereof except in the case of a damaged or mutilated
Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as
above provided in this Section.
(d) 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
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therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of
the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the
City whether or not the lost, stolen or destroyed Bond shall be found at any time, or be
enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and
proportionately with any and all other Bonds duly issued under this Ordinance.
(e) In accordance with Chapter 1206, Texas Government Code, this Section of this
Ordinance shall constitute authority for the issuance of any such replacement bond without
necessity of further action by the governing body of the City or any other body or person, and the
duty of the replacement of such bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the
form and manner and with the effect, as provided in Section 5(a) of this Ordinance for Bonds
issued in exchange for other Bonds.
Section 24. TAX COVENANTS. That the City covenants to refrain from any action
which would adversely affect, or to take any action to assure, the treatment of the Bonds as
obligations described in section 103 of the Code, the interest on which is not includable in the
"gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the
City covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds
of the Bonds or the projects financed therewith (less amounts deposited to a reserve fund,
if any) are used for any "private business use", as defined in section 141(b)(6) of the
Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or
not received by the City, with respect to such private business use, do not, under the
terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or
provide for the payment of more than 10 percent of the debt service on the Bonds, in
contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and
not "disproportionate", within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(c) to take any action to assure that no amount which is greater than the lesser
of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any), is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the
Bonds being treated as "private activity bonds" within the meaning of section 141(a) of
the Code;
(e) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to
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acquire investment property (as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Bonds, other than investment property
acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period
until such proceeds are needed for the purpose for which the bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(3) amounts, deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts
treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
(h) to refrain from using the proceeds of the Bonds or the proceeds of any
prior bonds to pay debt service on another issue more than 90 days after the date of issue
of the Bonds in contravention of section 149(d) of the Code (relating to advance
refunding bonds); and
(i) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90 percent of the "Excess Earnings", within the meaning of section 148(f) of the Code
and to pay to the United States of America, not later than 60 days after the Bonds have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
The City understands that the term "proceeds" includes "disposition proceeds" as defined in the
Treasury Regulations and, in the case of a refunding bond, transferred proceeds (if any) and
proceeds of the refunded bonds expended prior to the date of the issuance of the Bonds. It is the
understanding of the City that the covenants contained herein are intended to assure compliance
with the Code and any regulations or rulings promulgated by the U.S. Department of the
Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated
which modify or expand provisions of the Code, as applicable to the Bonds, the City will not be
required to comply with any covenant contained herein to the extent that such failure to comply,
in the opinion of nationally -recognized bond counsel, will not adversely affect the exemption
from federal income taxation of interest on the Bonds under section 103 of the Code. In the
event that regulations or rulings are hereafter promulgated which impose additional requirements
which are applicable to the Bonds, the City agrees to comply with the additional requirements to
the extent necessary, in the opinion of nationally -recognized bond counsel, to preserve the
exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
In furtherance of the foregoing, any of the Mayor, a Designated Financial Officer, and any
Assistant City Manager may execute any certificates or other reports required by the Code and to
make such' elections, on behalf of the City, which may be permitted by the Code as are consistent
with the purpose for the issuance of the Bonds. In order to facilitate compliance with the above
clause (i), a "Rebate Fund" may be established by the City for the sole benefit of the United
States of America, and the Rebate Fund shall not be subject to the claim of any other person,
30
including without limitation the registered owners of the Bonds. The Rebate Fund is established
for the additional purpose of compliance with section 148 of the Code.
Section 25. ADDITIONAL FEDERAL TAX COVENANTS; WRITTEN
PROCEDURES. (a) Allocation of and Limitation on Expenditures for the Project. That the
City covenants to account for on its books and records the expenditure of proceeds from the sale
of the Bonds and any investment earnings thereon to be used for the improvement and extension
of the System (referred to herein as a "Project") by allocating proceeds to expenditures within
eighteen (18) months of the later of the date that (a) the expenditure on a Project is made or (b)
each such Project is completed. The foregoing notwithstanding, the City shall not expend such
proceeds or investment earnings more than sixty . (60) days after the later of (a) the fifth
anniversary of the date of delivery of the Bonds or (b) the date the Bonds are retired, unless the
City obtains an opinion of nationally -recognized bond counsel substantially to the effect that
such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes of
this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion
of nationally -recognized bond counsel to the effect that such failure to comply will not adversely
affect the excludability for federal income tax purposes from gross income of the interest.
(b) Disposition of Project. The City covenants that the property financed or refinanced
with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in
the receipt by the City of cash or other compensation, unless the City obtains an opinion of a
nationally -recognized bond counsel substantially to the effect that such sale or other disposition
will not adversely affect the tax-exempt status of the Bonds. For purposes of this Section, the
portion of the property comprising personal property and disposed of in the ordinary course of
business shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes of this Section, the City shall not be obligated to comply with this
covenant if it obtains an opinion of a nationally -recognized bond counsel to the effect that such
failure to comply will not adversely affect the excludability for federal income tax purposes from
gross income of the interest.
(c) Written Procedures. Until superseded by another action of the City, the written
procedures to ensure compliance with the covenants contained herein regarding private business
use, remedial actions, arbitrage and rebate approved by the City on September 26, 2023, apply to
the issuance of the Bonds, and are incorporated by reference into this Ordinance.
Section 26. CONTINUING DISCLOSURE UNDERTAKING. That if Bonds are sold
by public offering, and are subject to the Rule, such Bonds shall be subject to the requirements of
this Section 26. If Bonds are sold through a negotiated sale conducted as a private placement,
such Bonds shall not be subject to the requirements of this Section 26, unless otherwise agreed to
in the Bond Purchase Agreement between the City and the Purchaser executed in connection
with the sale of such Bonds.
(a) Annual Reports. (i) That the City shall provide annually to the MSRB (1) within six
months after the end of each fiscal year ending in or after the first fiscal year in which Bonds are
issued, financial information and operating data with respect to the City of the general type
described in Exhibit B hereto. The City will additionally provide audited annual financial
statements of the City, when and if available. Any financial statements so to be provided shall
be (1) prepared in accordance with the accounting principles described in Exhibit B hereto, or
such other accounting principles as the City may be required to employ from time to time
pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such
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statements and the audit is completed within twelve (12) months after the end of each fiscal year
ending in or after the first fiscal year in which Bonds are issued. If audited financial statements
are not available by the end of the twelve (12) month period, then the City shall provide notice
that the audited financial statements are not available and shall provide unaudited financial
information containing the information described in the tables referenced in Exhibit B hereto
under the heading "Annual Financial Statements and Operating Data' by the required time, and
shall provide audited financial statements for the applicable fiscal year to the MSRB, when and if
the audited financial statements become available. Any financial statements so to be provided
shall be prepared in accordance with the accounting principles described in Exhibit B hereto, or
such other accounting principles as the City may be required to employ from time to time
pursuant to state law or regulation
(ii) If the City changes its Fiscal Year, it will notify the MSRB of the change (and of the
date of the new Fiscal Year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section. The
financial information and operating data to be provided pursuant to this Section may be set forth
in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB)
that theretofore has been provided to the MSRB or filed with the SEC.
(b) Disclosure Event Notices. The City shall notify the MSRB, in a timely manner not in
excess of ten Business Days after the occurrence of the event, of any of the following events with
respect to the Bonds:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other events affecting the tax
status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11. Rating changes;
12 Bankruptcy, insolvency, receivership or other similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other
than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material;
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14. Appointment of a successor Paying Agent/Registrar or change in the name
of the Paying Agent/Registrar, if material;
15. Incurrence of a Financial Obligation of the Obligated Person, if material,
or agreement to covenants, events of default, remedies, priority rights, or
other similar terms of a Financial Obligation of the Obligated Person, any
of which affect security holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or
other similar event under the terms of a Financial Obligation of the
Obligated Person, and which reflect financial difficulties.
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the City in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law
in which a court or governmental authority has assumed jurisdiction over substantially all of the
assets of the City, or if jurisdiction has been assumed by leaving the City Council and officials
and officers of the City in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by - a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the City.
As used in clauses 15 and 16 above, the term "Financial Obligation" means: (i) a debt
obligation; (ii) a derivative instrument entered into in connection with, or pledged as security or a
source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii),
provided, however, the term Financial Obligation shall not include Municipal Securities as to
which a final official statement has been provided to the MSRB consistent with the Rule; the
term "Municipal Securities" means securities which are direct obligations of, or obligations
guaranteed as to principal or interest by, a state or any political subdivision thereof, or any
agency or instrumentality of a state or any political subdivision thereof, or any municipal
corporate instrumentality of one or more states and any other Municipal Securities described by
Section 3(a)(29) of the Securities Exchange Act of 1934, as the same may be amended from time
to time; and the term "Obligated Person" means the City.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (a) of this Section by the
time required by such subsection.
(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 Ordinance or applicable law that causes Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
33
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under this Section
shall comprise a breach of or default under this Ordinance for purposes of any other provision of
this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise
limit the duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide
notices to entities other than the MSRB, the City agrees to undertake such obligation in
accordance with the Rule as amended.
(vi) The provisions of this Section may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the outstanding Bonds consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the holders and beneficial owners of the
Bonds. If the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with subsection (a) of this
Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided. The City may also
amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or
repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the
primary offering of the Bonds.
Section 27. RESERVED,
Section 28. APPROVAL AND REGISTRATION OF BONDS. That the City
Manager of the City is hereby authorized to have control of the Bonds and all necessary records
and proceedings pertaining to the Bonds pending their delivery and their investigation,
examination and approval by the Attorney General, and their registration by the Comptroller.
Upon registration of the Bonds, the Comptroller (or a deputy designated in writing to act for the
Comptroller) shall sign the Comptroller's Registration Certificate accompanying the Bonds in the
34
manner provided by law, and the seal of the Comptroller shall be impressed, or placed in
facsimile, on each such certificate.
Section 29. FURTHER PROCEDURES. That the Mayor, each Designated Financial
Officer, any Assistant City Manager, 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 are hereby
expressly authorized, empowered, and directed from time to time and at any time to do and
perform all such acts and things and to execute, acknowledge, and deliver in the name and under
the corporate seal and on behalf of the City all such instruments, whether herein mentioned, as
may be necessary or desirable in order to carry out the terms and provisions of this Ordinance,
and the sale and delivery of the Bonds and fixing all details in connection therewith. By
adoption of this Ordinance, the Chief Financial Officer/Director of Financial Management
Services, as a Designated Financial Officer, is designated as a special Acting Assistant City
Manager for the limited purposes of executing certificates, agreements, notices, instruction
letters, requisitions, and other documents on behalf of the City in accordance with this
Ordinance. The City Council hereby authorizes the payment of the fee of the Attorney General
for the examination of the proceedings relating to the issuance of the Bonds, in the amount
determined in accordance with the provisions of Section 1202,004, Texas Government Code.
Section 30. USE OF PROCEEDS. That the proceeds from the sale of the Bonds of any
series shall be used in the manner described in a letter of instructions executed by or on behalf of
the City, provided, that proceeds representing accrued interest on such Bonds shall be deposited
to the credit of the Debt Service Fund and proceeds representing premium on such Bonds shall
be used in a manner consistent with the provisions of Section 1201.042(d), Texas Government
Code.
Section 31. PREAMBLE. That the preamble to this Ordinance is incorporated by
reference and made a part hereof for all purposes.
Section 32. MISCELLANEOUS PROVISIONS. (a) Titles Not Restrictive. That the
titles assigned to the various sections of this Ordinance are for convenience only and shall not be
considered restrictive of the subject matter of any section or of any part of this Ordinance.
(b) Rules of Construction. The words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Ordinance as a whole and not to any particular Section or
other subdivision. Except where the context otherwise requires, terms defined in this Ordinance
to impart the singular number shall be considered to include the plural number and vice versa.
References to any named person means that parry and its successors and assigns. References to
any office shall include the person holding the office in an interim, temporary or permanent
capacity. References to any constitutional, statutory or regulatory provision means such
provision as it exists on the date this Ordinance is adopted by the City and any future
amendments thereto or successor provisions thereof. Any reference to "FORM OF BOND" shall
refer to the form of the Bonds set forth in Exhibit A to this Ordinance. Any reference to the
payment of principal in this Ordinance shall be deemed to include the payment of any
Amortization Installments as may be described herein.
(c) Inconsistent Provisions. All ordinances, orders and resolutions, or parts thereof,
which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed
and declared to be inapplicable, and the provisions of this Ordinance shall be and remain
controlling as to the matters prescribed herein.
35
(d) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or
provision of this Ordinance or the application thereof to any person or circumstance shall be held
to be invalid, the remainder of this Ordinance shall nevertheless be valid and the City hereby
declares that this Ordinance would have been enacted without such invalid word, phrase, clause,
paragraph, sentence, part, portion, or provisions.
(e) Governing Law. This Ordinance shall be construed and enforced in accordance with
the laws of the State of Texas.
(i) Open Meeting. The City officially finds and determines that the meeting at which this
Ordinance is adopted was open to the public; and that public notice of the time, place, and
purpose of such meeting was given, all as required by Chapter 551, Texas Government Code, as
amended.
Section 33. PRIOR ORDINANCES SUPERSEDED. That all previous ordinances
adopted by the City Council styled as the Thirty -Second Supplement are superseded by the
adoption of this Amended and Restated Thirty -Second Supplemental Ordinance. The City
confirms that no obligations were issued by the City under authority of any previous ordinance
adopted by the City Council styled as the Thirty -Second Supplement.
[Execution page follows]
36
Section 34, IMMEDIATE EFFECT. That this Ordinance shall be effective
immediately from and after its passage in accordance with the provisions of Section 1201.028,
Texas Government Code, and it is accordingly so ordained.
ADOPTED AND EFFECTIVE April 23,
Ma
Q�
City ecretary, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
II��►�,il r�
s
of Fort Worth, -Texas
(SEAL)
Signature Page - Ordinance Authorizing Issuance of Draujage Utility System Revenue Refunding Bonds
37
Exhibit A
This FORM OF BOND may be revised as provided in Section 2 of
this Ordinance to conform to the terms of the sale of the Bonds.
NO. R-
Maturity Date
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF FORT WORTH, TEXAS
DRAINAGE UTILITY SYSTEM
REVENUE REFUNDING BOND, SERIES 202_
Interest Rate Delivery Date
ova
CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT, DENTON, PARKER, WISE AND JOHNSON COUNTIES, TEXAS (the "City"),
hereby promises to pay to , or the registered assignee hereof (either being
hereinafter called the "registered owner") the principal amount of
and to pay interest thereon, from the delivery date specified above, to the date of its scheduled
maturity or the date of its redemption prior to scheduled maturity, at the rate of interest per
annum specified above, with said interest being payable on 15, 202__, and semiannually
on each 15 and 15 thereafter, except that if the Paying Agent/Registrar's
Authentication Certificate appearing on the face of this Bond is dated later than 15,
202__, such interest is payable semiannually on each 15 and 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 Bond at
maturity, or upon the date fixed for its redemption prior to maturity, at the designated corporate
trust office in Dallas, Texas (the "Designated Trust Office") of BOKF, NA, which is the "Paying
Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the
Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept
by the Paying Agent/Registrar at the close of business on the Record Date (hereinafter defined)
by check, draft, or electronic funds transfer drawn by the Paying Agent/Registrar on, and payable
solely from, funds of the City required to be on deposit with the Paying Agent/Registrar for such
purpose as hereinafter provided; and such check, draft, or electronic funds transfer 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 appears on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described. The record
date ("Record Date") for the interest payable on any interest payment date means the last
business day of the month preceding the interest payment date. In the event of a non-payment of
interest on a scheduled payment date, and for 30 days thereafter, a new record date for such
A-1
interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if
and when funds for the payment of such interest have been received from the City. Notice of the
Special Record Date and of the scheduled payment date of the past due interest (the "Special
Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five
business days prior to the Special Record Date by United States mail, first-class, postage prepaid,
to the address of each registered owner of a Bond appearing on the books of the Paying
Agent/Registrar at the close of business on the last business day next preceding the date of
mailing of such notice. The City covenants with the registered owner of this Bond that no later
than each principal payment date and interest payment date for this Bond it will make available
to the Paying Agent/Registrar the amounts required to provide for the payment, in immediately
available funds, of all principal of and interest on the Bonds, when due, in the manner set forth in
the ordinance authorizing the issuance of the bonds (the "Ordinance").
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions are authorized by law
or executive order to close in the City or in the city where the Designated Trust Office of the
Paying Agent/Registrar is located, 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 of this Series is determined only by a book entry at a securities
depository therefor, any payment to the securities depository, or its nominee or registered
assigns, shall be made in accordance with existing arrangements between the City and the
securities depository.
THIS BOND is one of a Series of bonds of like tenor and effect except as to
denomination, number, maturity, interest rate and right of prior redemption, dated , 202�
issued in the aggregate principal amount of $ for the purpose of (i) refunding the Refunded
Commercial Paper Notes (as designated in accordance with the terms of the Ordinance), and (ii)
paying costs of issuance incurred in connection with the issuance of the Bonds. All Bonds of
this Series are issuable solely as fully registered bonds, without interest coupons, in the
denomination of any integral multiple of $5,000 (an "Authorized Denomination").
THE BONDS of this Series scheduled to mature on and after February 15, 20_ may be
redeemed prior to their scheduled maturities, in whole, or in part in principal amounts of $5,000
or any integral multiple thereof, at the option of the City, on , 20___, or on any date
thereafter, at the redemption price of par plus accrued interest to the date fixed for redemption.
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 therewith 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, for redemption; provided, that during any period in which ownership
of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer
than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed,
the particular Bonds of such maturity and bearing such interest rate shall be selected in
accordance with the arrangements between the City and the securities depository.
AT LEAST 30 days prior to the date fixed for any such redemption, a written notice of
such redemption shall be given by the Paying Agent/Registrar to the registered owner of each
Bond or a portion thereof being called for redemption by depositing such notice in the United
States mail, first-class, postage prepaid, addressed to each such registered owner at his address
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shown on the Registration Books of the Paying Agent/Registrar. By the date fixed for any such
redemption due provision shall be made by the City with the Paying Agent/Registrar for the
payment of the required redemption price for this Bond or the portion hereof which is to be so
redeemed, plus accrued interest thereon to the date fixed for redemption. Such notice may state
(i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in
an amount equal to the amount necessary to effect such redemption, with an authorized entity, no
later than the redemption date or (ii) the City retains the right to rescind such notice at any time
prior to the scheduled redemption date if the City delivers a certificate to the Paying
Agent/Registrar instructing it to rescind the redemption notice, and such notice and redemption
shall be of no effect if such moneys and/or authorized securities are not so deposited or if the
notice is rescinded. If such notice of redemption is given and is not rescinded, and if due
provision for such payment is made, all as provided above, this Bond, or the portion hereof
which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled
maturity, and shall not bear interest after the date fixed for its redemption, and shall not be
regarded as being outstanding except for the right of the registered owner to receive the
redemption price plus accrued interest to the date fixed for redemption from the Paying
Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall
record in the Registration Books all such redemptions of principal of this Bond or any portion
hereof. If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same
maturity date, bearing interest at the same rate, in any Authorized Denomination, at the written
request of the registered owner, and in aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation,
at the expense of the City, all as provided in the Ordinance.
THE FOREGOING PARAGRAPH NOTWITHSTANDING, with respect to any optional
redemption of the Bonds, unless certain prerequisites to such optional redemption required by the
Ordinance have been met and money sufficient to pay the principal of, premium, if any, and
interest on the Bonds to be redeemed will have been received by the Paying Agent/Registrar
prior to giving such notice, such notice may state that the optional redemption will, at the option
of the City, be conditional upon the satisfaction of such prerequisites and receipt of such money
by the Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any
prerequisite set forth in the notice of redemption. If a conditional notice of redemption is given
and such prerequisites to the redemption are not satisfied, such notice will be of no force and
effect, the City will not redeem such Bonds and the Paying Agent/Registrar will give notice in
the manner in which the notice of redemption was given, to the effect that such Bonds will not be
redeemed.
AS PROVIDED IN THE ORDINANCE, this Bond, or any unredeemed portion hereof,
may, at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, and exchanged for a like aggregate principal amount of fully registered bonds,
without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as
the case may be, having the same maturity date, and bearing interest at the same rate, in any
Authorized Denomination as requested in writing by the appropriate registered owner, assignee,
or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar at its
Designated Trust Office for cancellation, all in accordance with the form and procedures set
forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond
must be presented and surrendered to the Paying Agent/Registrar, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any
Authorized Denomination to the assignee or assignees in whose name or names this Bond or any
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such portion or portions hereof is or are to be transferred and registered. The form of
Assignment printed or endorsed on this Bond may be executed by the registered owner to
evidence the assignment hereof, but such method is not exclusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of
this Bond or any portion or portions hereof from time to time by the registered owner. The City
shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for
transferring, converting and exchanging any Bond or portion thereof; provided, however, that
any taxes or governmental charges required to be paid with respect thereto shall be paid by the
one requesting such transfer, conversion and exchange. In any circumstance, neither the City nor
the Paying Agent/Registrar shall be required (1) to make any transfer or exchange during a
period beginning at the opening of business 15 days before the day of the first mailing of a notice
of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to
transfer or exchange any Bonds so selected for redemption when such redemption is scheduled to
occur within 30 calendar days; provided, however, such limitation shall not be applicable to an
exchange by the registered owner of the uncalled principal balance of a Bond.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and promptly will
cause written notice thereof to be mailed to the registered owners of the Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in
the official minutes and records of the City, and agrees that the terms and provisions of this Bond
and the Ordinance constitute a contract between each registered owner hereof and the City.
THE CITY has reserved the right, subject to the restrictions stated, and adopted by
reference, in the Ordinance, to issue or incur bonds or other obligations ("Parity Bonds") which
also may be made payable from, and secured by a lien on and pledge of, the "Gross Revenues"
(as defined in the Ordinance) on a parity with the lien on and pledge of the Gross Revenues
securing this Bond and the series of which it is a part.
THE REGISTERED OWNER HEREOF shall never have the right to demand payment of
this obligation out of any funds raised or to be raised by taxation, or from any source whatsoever
other than the Gross Revenues.
IT IS HEREBY certified and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Bond have been performed, existed and been done in accordance with law; that this Bond is a
special obligation; and that the principal of and interest on this Bond and the series of which it is
a part, together with any Parity Bonds hereafter issued or incurred and outstanding, are payable
from, and secured by a first lien on and pledge of, the Gross Revenues.
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IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed
manual or facsimile signature of the Mayor of the City, attested by the imprinted or lithographed
facsimile signature of the City Secretary, and approved as to form and legality by the imprinted
or lithographed facsimile signature of the City Attorney, and the official seal of the City has been
duly affixed to, printed, lithographed or impressed on this Bond.
CITY OF FORT WORTH, TEXAS
IM
ATTEST:
City Secretary, City of Fort Worth, Texas
Mayor, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney,
City of Fort Worth, Texas
(SEAL)
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FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the
proceedings adopted by the City as described in the text of this Bond; and that this Bond has
been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of
an issue which originally was approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts of the State of Texas.
Dated
BOKF, NA,
Paying Agent/Registrar
Authorized Representative
(FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF ONLY)
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
xxxxxxxx
Comptroller of Public Accounts of the
State of Texas
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FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
1
(Please print or typewrite name and address, including zip code of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to
register the transfer of the within Bond on the books kept for registration thereof, with full power
of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this Bond
in every particular, without alteration or
enlargement or any change whatsoever.
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The Initial Bond shall be in the form set forth above except that the form of the single full
registered Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the headings "Maturity Date", "Interest
Rate", "Delivery Date" and "CUSIP" shall be omitted; and
(ii) Paragraph one shall read as follows:
Registered Owner:
Principal Amount: Dollars
Delivery Date:
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "Issuer") promises to pay to the Registered Owner named above, or the registered
assigns thereof, the Principal Amount hereinabove stated on February 15 in each of the years and
in principal installments in accordance with the following schedule:
Maturijy Principal Amount ($) Interest Rate
and to pay interest thereon from the delivery date specified above, on 15, 202 and
semiannually on each 15 and 15 thereafter to the maturity date specified
above, or to the date of redemption prior to maturity, at the interest rate per annum specified
above. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months.
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Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 26 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with Section 26 of this Ordinance are as specified (and included in the
Appendix or under the headings of the Official Statement referred to) below:
The quantitative financial information and operating data with respect to the City of the
general type included in the main text of the Official Statement under Tables 1 through 5
prepared in connection with the sale of the Series 2023 Bonds.
The portions of the financial statements of the City appended to the Official Statement as
Appendix B, but for the most recently concluded fiscal year.
Accounting Principles
The accounting principles referred to in Section 26 of the Ordinance are the accounting
principles described in the notes to the financial statements referred to in the third
paragraph under the heading "Annual Financial Statements and Operating Data" above.
B-1
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Jannette S. Goodall, City Secretary of the City of Fort Worth, in the State of Texas, do
hereby certify that I have compared the attached and foregoing excerpt from the minutes of the
regular, open, public meeting of the City Council of the City of Fort Worth, Texas held on
April23, 2024, and of the ordinance authorizing the issuance of Drainage Utility System
Revenue Refunding Bonds, in one or more series, which was duly passed at said meeting, and
that said copy is a true and correct copy of said excerpt and the whole of said ordinance. Said
meeting was open to the public, and public notice of the time, place, and purpose of said meeting
was given, all as required by Chapter 551, Texas Government Code, as amended.
In testimony w ereof, I have set my hand and have hereunto affixed the seal of said City
of Fort Worth, this Play of 2024.
t-decretary of the
of Fort Worth, Texas
(SEAL)