HomeMy WebLinkAboutOrdinance 27100-08-2024ORDINANCE NO.27100-08-2024
FORTY-THIRD SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 2024B CWSRF (VILLAGE
CREED, IN THE AGGREGATE PRINCIPAL AMOUNT OF $59,000,000; APPROVING THE
SALE OF THE BONDS TO THE TEXAS WATER DEVELOPMENT BOARD; REPEALING
ALL ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING THAT THIS
ORDINANCE SHALL BE IN FORCE AND EFFECT FROM AND AFTER THE DATE OF ITS
PASSAGE
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND J'OHNSON
CITY OF FORT WORTH
WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer"), a "home -rule" city
operating under a home -rule charter adopted pursuant to Section 5 of Article XI of the Texas Constitution,
with a population according to the latest federal decennial census of in excess of 50,000, has established
and currently owns and operates a combined waterworks and sanitary sewer system (the "System"); and
WHEREAS, the City heretofore has established the City of Fort Worth, Texas Water and Sewer
System Revenue Financing Program for the purpose of providing a financing structure for revenue
supported indebtedness of the System; and
WHEREAS, said program was established pursuant Jo the terms of a "Master Ordinance
Establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program" (the
"Master Ordinance"); and
WHEREAS, unless otherwise defined herein, terms used herein shall have the meaning given in
the Master Ordinance; and
WHEREAS, the Master Ordinance authorizes revenue supported indebtedness to be issued,
incurred or assumed pursuant to the terms of supplemental ordinances (any such ordinance being a
"Supplement"); and
WHEREAS, pursuant to the terms of the Master Ordinance, the City has adopted forty-two
Supplements (designated as the "First Supplement", "Second Supplement", "Third Supplement", "Fourth
Supplement", "Fifth Supplement", "Sixth Supplement", "Seventh Supplement", "Eighth Supplement",
"Ninth Supplement", "Tenth Supplement", "Eleventh Supplement", "Twelfth Supplement", "Thirteenth
Supplement", "Fourteenth Supplement", "Fifteenth Supplement", "Sixteenth Supplement", "Seventeenth
Supplement", 'Eighteenth Supplement", "Nineteenth Supplement", "Twentieth Supplement", "Twenty -
First Supplement", "Twenty -Second Supplement", "Twenty -Third Supplement", "Twenty -Fourth
Supplement", "Twenty -Fifth Supplement", "Twenty -Sixth Supplement", "Twenty -Seventh Supplement",
"Twenty -Eighth Supplement", "Twenty Ninth Supplement", "Thirtieth Supplement", "Thirty -First
Supplement", "Thirty -Second Supplement", "Thirty -Third Supplement", "Thirty -Fourth Supplement",
"Thirty -Fifth Supplement", "Thirty -Sixth Supplement", "Thirty -Seventh Supplement", "Thirty -Eighth
Supplement", "Thirty -Ninth Supplement", "Fortieth Supplement", "Forty -First Supplement" and "Forty -
Second Supplement", respectively, and the "Prior Supplements", collectively) pursuant to which (i) the City
of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 1991A and Series 1991B,
the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 1993, the City
of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1996,
the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds,
Series 1997, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement
Bonds, Series 1998, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2000,
the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds,
Series 2000B, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2001, the
City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series
2003, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2003A,
the City of Fort Worth, Texas Water and Sewer System Auction Rate Revenue Bonds, Series 2004, the City
of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2005,
the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2005A, the City
of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2007, the City of Fort Worth, Texas
Water and Sewer System Revenue Refunding Bonds, Series 2008, the City of Fort Worth, Texas Water and
Sewer System Revenue Bonds, Series 2009, the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2010, the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2010A, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series
2010B, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2010C, the City of
Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2011, the
City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2012, the City of
Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2014, the
City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2015, the City of Fort Worth,
Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2015A, the City of
Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2015B, the City of Fort Worth, Texas
Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2016, the City of Fort Worth,
Texas Water and Sewer System Revenue Bonds, Series 2017, the City of Fort Worth, Texas Water and
Sewer System Revenue Refunding and Improvement Bonds, Series 2017A, the City of Fort Worth, Texas
Water and Sewer System Revenue Bonds, Series 2017B, the City of Fort Worth, Texas Water and Sewer
System Revenue Bonds, Series 2018, the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2019, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2020,
the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds,
Series 2020A, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and
Improvement Bonds, Series 2021, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds,
Series 2022, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2023, the City
of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2023A, and the City of
Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2024 were issued, (ii) the City of Fort
Worth, Texas Water and Sewer System Revenue Refunding Bonds, with one or more Series designations
to be determined, were authorized to be issued within certain designated parameters set forth in the Thirty -
Second Supplement, as needed in furtherance of the System's Commercial Paper Notes, Callable CP Series
program, (iii) the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Taxable
Series 2022 were authorized but did not issue, with such authority having expired and not been renewed,
and (iv) the City entered into two respective ISDA Master Agreements (referred to herein as the "Swap
Agreements"), one with Lehman Brothers Special Financing Inc., and the other with GBDP, L.P.; and
VvMR-E AS, the aforesaid Series 1991A Bonds, Series 1991B Bonds, Series 1993 Bonds, Series
1996 Bonds, Series 1997 Bonds, Series 1998 Bonds, Series 2000 Bonds, Series 2000B Bonds, Series 2001
Bonds, Series 2003 Bonds, Series 2003A Bonds, Series 2004 Bonds, Series 2005 Bonds, Series 2005A
Bonds, Series 2007 Bonds, Series 2008, Series 2010, Series 2010A, Series 2010B, Series 2010C Bonds,
Series 2011 Bonds, Series 2012 Bonds and Series 2014 Bonds are no longer Outstanding, and the aforesaid
Series 2009 Bonds, Series 2015 Bonds, Series 2015A Bonds, Series 2015B Bonds, Series 2016 Bonds,
Series 2017 Bonds, Series 2017A Bonds, Series 2017B Bonds, Series 2018 Bonds, Series 2019 Bonds,
Series 2020 Bonds, Series 2020A Bonds, Series 2021 Bonds, Series 2022 Bonds, Series 2023 Bonds, Series
2023A Bonds and Series 2024 Bonds are hereinafter referred to as the "Previously Issued Parity Bonds';
and
K
WHEREAS, the Swap Agreements entered into pursuant to the terms of the Fourth Supplement
by their respective terms have expired, and the City has no further obligations thereunder; and
WHEREAS, no bonds have been issued under the authority of the Thirty -Second Supplement; and
WHEREAS, no bonds were sold under authority of the Thirty -Eighth Supplement, and the
authority to sell bonds under the Thirty -Eighth Supplement has expired and was not renewed; and
WHEREAS, the Previously Issued Parity Bonds are secured by a first lien on and pledge of the
Pledged Revenues of the System; and
WHEREAS, the bonds authorized by this Forty -Third Supplement are to be issued for the purpose
of extending and improving the City's combined water and sewer system, as further described in this Forty -
Third Supplement; and
WHEREAS, the Texas Water Development Board ("TWDB" or the "Board"), has committed to
purchase the bonds hereinafter authorized pursuant to Subchapters G and H of Chapter 15, Texas Water
Code.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS:
Section 1. DEFINITIONS. That in addition to the definitions set forth in the preamble of this
Forty -Third Supplement, the terms used in this Forty -Third Supplement (except in the FORM OF BOND)
and not otherwise defined shall have the meanings given in the Master Ordinance, the Prior Supplements
or in Exhibit A to this Forty -Third Supplement. Any references in this Forty -Third Supplement to the
"FORM OF BOND" shall be to the form of the Bonds as set forth in Exhibit B to this Forty -Third
Supplement.
Section 2. BONDS AUTHORIZED. That there shall be authorized to be issued, sold, and
delivered hereunder the Bonds, payable to the respective initial registered owners thereof, or to the
registered assignee or assignees of the Bonds or any portion or portions thereof, in an Authorized
Denomination. The Bonds are hereby authorized to be issued in the aggregate principal amount of
$59,000,000 for the purpose of (i) extending and improving the City's combined water and sewer system,
(ii) funding a reserve fund for the Bonds, and (iii) paying the costs of issuance of the Bonds. The Bonds
shall be designated as the "City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series
2024B CWSRF (Village Creek)". The Bonds are authorized pursuant to Chapter 1502 and other
applicable laws of the State of Texas. The extensions and improvements to the System are solely for
projects that are part of the State Water Plan.
Section 3. DATES AND MATURITIES; INTEREST RATES. That the Bonds shall be dated
August 15, 2024, shall be in any Authorized Denomination, shall be numbered consecutively from R-1
upward (other than the Initial Bond, as defined in Section 5(e)(2) below), shall bear interest from their date
of delivery in the manner described in the FORM OF BOND at the rates per annum, payable on February
15, 2025, and on each August 15 and February 15 thereafter until maturity or prior redemption, and shall
mature on February 15 in each of the years and in the amounts, respectively, as set forth in the following
schedule:
Principal Interest Principal Interest
Years Amount Rates Years Amount Rates
2025 $ 1,560,000 1.73 % 2040 $ 1,900,000 2.43 %
2026 1,455,000 1.69 2041 1,945,000 2.51
2027
1,475,000
1.69
2042
1,995,000
2.56
2028
1,500,000
1.68
2043
2,050,000
2.61
2029
1,530,000
1.67
2044
2,105,000
2.65
2030
1,555,000
1.70
2045
2,160,000
2.69
2031
1,580,000
1.75
2046
2,220,000
2.72
2032
1,610,000
1.78
2047
2,280,000
2.75
2033
1,640,000
1.80
2048
2,345,000
2.77
2034
1,670,000
1.83
2049
2,410,000
2.80
2035
1,700,000
1.98
2050
2,480,000
2.81
2036
1,735,000
2.09
2051
2,550,000
2.83
2037
1,775,000
2.18
2052
2,625,000
2.84
2038
1,815,000
2.27
2053
2,700,000
2.85
2039
1,855,000
2.36
2054
2,780,000
2.86
Interest on the Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
The principal of and interest on the Bonds shall be payable to the registered owner of any such Bond in the
manner provided and on the dates stated in the FORM OF BOND.
Section 4. REDEMPTION. (a) Optional Redemption. That the City reserves the right to redeem
the Bonds maturing on and after February 15, 2035, in whole or in part and, if in part, in inverse order of
maturity, in principal amounts of $5,000 or any integral multiple thereof, on August 15, 2034, or on any
date thereafter, at the redemption price of par plus accrued interest to the redemption date. If less than all
of the Bonds within a maturity are to be redeemed, the City shall direct the Paying Agent/Registrar to call
by lot or other customary random method selected by the Paying Agent/Registrar (provided that a portion
of a Bond may be redeemed only in an Authorized Denomination) the Bonds, or portions thereof, within
such maturity or maturities and in such principal amounts, for redemption; provided, however, 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. If a portion of any Bond
shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same
rate, in any Authorized Denomination at the written request of the owner, and in an aggregate principal
amount equal to the unredeemed portion thereof, will be issued to the owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in this Forty -Third Supplement. The City shall give
written notice to the Paying Agent/Registrar of any redemption of Bonds at Ieast sixty (60) calendar days
(or such shorter period as is acceptable to the Paying Agent/Registrar) prior to such redemption.
(b) General Notice. Notice of any redemption of Bonds shall be given in the following manner,
to -wit, (i) a written notice of such redemption shall be given to the registered owner of each Bond or•a
portion thereof being called for redemption not more than sixty (60) days nor less than 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 and (ii) at Ieast thirty (30) days prior to the date Fixed for such redemption, a notice
of such redemption shall either be published one time or posted electronically on the website of a financial
journal or publication of general circulation in the United States of America or the State of Texas which
carries as a regular feature notices of redemption of municipal bonds; provided, however, that the failure to
send, mail, or receive such notice described in clause (i) above, or any defect therein or in the sending or
mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any
Bond, as publication or posting of notice as described in clause (ii) above shall be the only notice actually
required in connection with or as a prerequisite to the redemption of any Bonds; and provided, further, that
if the TWDB is the owner, registered or beneficial, of 100% of the Outstanding Principal Amount of the
Bonds at the time of redemption, publication of notice of the redemption of the Bonds as provided in clause
(ii) above is not required. 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.
(c) Additional Notice. (i) In addition to the manner of providing notice of redemption of Bonds as
set forth above, the Paying Agent/Registrar shall give notice of redemption of Bonds by United States mail,
first-class postage prepaid, at least thirty (30) days prior to a redemption date to the MSRB and to any
national information service that disseminates redemption notices. In addition, in the event of a redemption
caused by an advance refunding of the Bonds, the Paying Agent/Registrar shall send a second notice of
redemption to the persons specified in the immediately preceding sentence at least thirty (30) days but not
more than ninety (90) days prior to the actual redemption date. Any notice sent to the MSRB or such
national information services shall be sent so that they are received at least two (2) days prior to the general
mailing or publication date of such notice. The Paying Agent/Registrar shall also send a notice of
prepayment or redemption to the owner of any Bond who has not sent the Bonds in for redemption sixty
(60) days after the redemption date.
(ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by this Forty -
Third Supplement, shall contain a description of the Bonds to be redeemed including the complete name of
the Bonds, the series, the date of issue, the interest rate, the maturity date, the CUSIP number, the amounts
called for redemption, 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.
Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and
Exchange; Authentication. That the City shall keep or cause to be kept at the designated corporate trust
office of BOKF, NA (the "Paying Agent/Registrar"), books or records for the registration of the ownership,
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 ownership, 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 shaI1
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 or, in the case of
TWDB, to provide wiring instructions in the event TWDB chooses to have such payments wire transferred
to its designated account, and such payments shall not be mailed unless such notice has been given. The
City shall have the right to inspect at the Designated Trust Office the Registration Books during regular
business hours of the Paying Agent/Registrar, but otherwise the Paying 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
5
shall be made in the manner provided and with the effect stated in the FORM OF BOND. Each substitute
Bond shall bear a letter and/or number to distinguish it from each other Bond. An authorized representative
of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the
"Paying Agent/Registrar's Authentication Certificate" in the form set forth in the FORM OF BOND (the
"Authentication Certificate"), and, except as provided below, no such Bond shall be deemed to be issued
or Outstanding unless the Authentication Certificate is so executed; however, the foregoing
notwithstanding, the Authentication Certificate need not be executed if any such Bond is accompanied by
an executed "Comptroller's Registration Certificate" in the form set forth in the FORM OF BOND. The
Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and
exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing
body of the City or any other body or person so as to accomplish the foregoing conversion and exchange
of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution,
and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1206, the duty
of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and,
upon the execution of the Authentication Certificate, the converted and exchanged Bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially
were issued and delivered pursuant to this Forty -Third Supplement, approved by the Attorney General, and
registered by the Comptroller of Public Accounts. As of the date this Forty -Third Supplement is approved
by the City, the City has been advised that the Designated Trust Office of the Paying Agent/Registrar is its
Dallas, Texas corporate trust office.
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar
to act as the paying agent for paying the principal of, premium, if any, and interest on the Bonds, all as
provided in this Forty -Third Supplement. The Paying Agent/Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Bonds.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons,
with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii)
may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be
converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed,
executed and authenticated, (vii) shall be payable as to principal and interest, and (viii) shall be administered
and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to
the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF
BOND. The Bonds initially issued and delivered pursuant to this Forty -Third Supplement are not required
to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in
conversion of and exchange for any Bond or Bonds issued under this Forty -Third Supplement the Paying
Agent/Registrar shall execute the Authentication Certificate.
(d) Substitute Paying A eg nt/Registrar. The City covenants with the owners of the Bonds that at
all times while the Bonds are Outstanding a competent and legally qualified entity shall act as and perform
the services of Paying Agent/Registrar for the Bonds under this Forty -Third Supplement, and that the
Paying Agent/Registrar will be one entity. Such entity may be the City, to the extent permitted by law, or
a bank, trust company, financial institution, or other agency, as selected by the City. The City reserves the
right to, and may, at its option, change the Paying Agent/Registrar upon not less than one hundred and
twenty (120) days written notice to the Paying Agent/Registrar, to be effective not later than sixty (60) days
prior to the next principal or interest payment date after such notice. In the event that the entity at any time
acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign
or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally
qualified entity to act as Paying Agent/Registrar under this Forty -Third Supplement. Upon any change in
the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), along with all other pertinent books and records relating to the
Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the
Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each owner of the Bonds, by United States mail, first-class postage prepaid, which notice
also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing
as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Forty -Third
Supplement, and a certified copy of this Forty -Third Supplement shall be delivered to each Paying
Agent/Registrar.
(e) Delivery Procedures. (1) The Paying Agent/Registrar for the Bonds shall act as the closing
agent for the delivery of the Bonds to the TWDB, and in connection therewith, the Paying Agent/Registrar
understands the Bonds are to be delivered to the TWDB using the book -entry only system provided by
DTC.
(2) The City agrees to cause to be delivered to the Paying Agent/Registrar one (1) initial Bond
numbered T-1 (the "Initial Bond") and registered to the TWDB following the approval thereof by the
Attorney General of the State of Texas and the registration thereof by the Comptroller of Public Accounts.
Immediately after the delivery of the Initial Bond to the Paying Agent(Registrar, the Paying Agent/Registrar
shall cancel the Initial Bond and issue in exchange thereof Bonds in the form of a separate single fully -
registered Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of the
DTC, as described in Section 3 and Section 28 hereof. Proceeds from the Bonds will be held in escrow and
disbursed to the City in accordance with procedures approved by the TWDB.
Section 6. FORM OF BONDS. (a) Form of Bonds. That the form of all Bonds issued and delivered
pursuant to this Forty -Third Supplement, 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 Initial
Bond, as well as the specific language of the Initial Bond, shall be substantially as set forth in Exhibit B,
with such appropriate variations, omissions, or insertions as are permitted or required by this Forty -Third
Supplement.
(b) Printing Bond Counsel Opinion and Statement of Insurance. The printer of the Bonds is hereby
authorized to print on the Bonds the form of bond counsel's opinion relating to the Bonds, and is hereby
authorized to print on the Bonds an appropriate statement of insurance furnished by a municipal bond
insurance company providing municipal bond insurance, if any, covering all or any part of the Bonds.
Section 7. ESTABLISHMENT OF FINANCING PROGRAM AND ISSUANCE OF PARITY
OBLIGATIONS. That by adoption of the Master Ordinance the City has established the City of Fort Worth,
Texas Water and Sewer System Revenue Financing Program for the purpose of providing a financing
structure for revenue supported indebtedness of the System. The Master Ordinance is intended to establish
a master plan under which revenue supported debt of the System can be incurred. This Forty -Third
Supplement provides for the authorization, issuance, sale, delivery, form, characteristics, provisions of
payment and redemption, and security of the Bonds, which are a series of Parity Obligations. The Master
Ordinance is incorporated herein by reference and as such made a part hereof for all purposes, except to the
extent modified and supplemented hereby, and the Bonds are hereby declared to be Parity Obligations under
the Master Ordinance. The City hereby determines that it will have sufficient funds to meet the financial
obligations of the System, including sufficient Pledged Revenues to satisfy the Annual Debt Service
Requirements of the System and to meet all financial obligations of the City relating to the System.
Section 8. PLEDGE. (a) Pledge of Pledged Revenues. That the Bonds are and shall be secured
by and payable from a first lien on and pledge of the Pledged Revenues; and the Pledged Revenues are
further pledged to the establishment and maintenance of the Debt Service Fund, and to the Reserve Fund
to the extent hereinafter provided. The Bonds are and will be secured by and payable only from the Pledged
Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties, whether
real, personal, or mixed, constituting the System. The owners of the Bonds shall never have the right to
demand payment out of funds raised or to be raised by ad valorem taxation, or from any other source other
than specified in this Ordinance or the Master Ordinance.
(b) Perfection of Lien. Chapter 1208 applies to the issuance of the Bonds and the pledge of the
Pledged Revenues granted by the City under subsection (a) of this Section, and such pledge is therefore
valid, effective, and perfected. If Texas law is amended at any time while the Bonds are Outstanding and
unpaid such that the pledge of the Pledged Revenues granted by the City is to be subject to the filing
requirements of Chapter 9, then in order to preserve to the registered owners of the Bonds the perfection of
the security interest in said pledge, the City agrees to take such measures as it determines are reasonable
and necessary under Texas law to comply with the applicable provisions of Chapter 9 and enable a filing
to perfect the security interest in said pledge to occur.
Section 9. DEBT SERVICE FUND ACCOUNTS. That with respect to the Bonds no special
account need be established to facilitate the payment of debt service on the Bonds.
Section 10. RESERVE FUND. That the Reserve Fund shall be funded with proceeds of the Bonds,
in the amount described in the Letter of Instructions executed in accordance with the provisions of Section
23(c) of this Forty -Third Supplement.
Section 11. INVESTMENTS. That money in the Reserve Fund created under this Forty -Third
Supplement shall not be invested in securities with an average aggregate weighted maturity of greater than
seven years. The value of the Reserve Fund, in addition to the annual determination described in the Master
Ordinance, shall be established at the time or times withdrawals are made therefrom. Investments shall be
sold promptly when necessary to prevent any default in connection with the Bonds. Earnings derived from
the investment of moneys on deposit in the various Funds and Accounts shall be credited to the Fund or
Account from which moneys used to acquire such investment shall have come.
Section 12. FLOW OF FUNDS. That all monies in the System Fund not required for paying
Operating Expenses during each month shall be applied by the City, on or before the loth day of the
following month, commencing during the months and in the order of priority with respect to the Funds and
Accounts that such applications are hereinafter set forth in this Section.
to -wit:
(a) Debt Service Fund - To the credit of the Debt Service Fund, in the following order of priority,
(1) such amounts, deposited in approximately equal monthly installments, commencing
during the month in which the Bonds are delivered, or the month thereafter if delivery is made after
the 1 Oth day thereof, as will be sufficient, together with other amounts, if any, in the Debt Service
Fund available for such purpose, to pay the interest scheduled to come due on the Bonds on the
next succeeding interest payment date; and
(2) such amounts, deposited in approximately equal monthly installments, commencing
during the month which shall be the later to occur of, (i) the twelfth month before the first maturity
date of the Bonds, or (ii) the month in which the Bonds are delivered, or the month thereafter if
delivery is made after the loth day thereof, as will be sufficient, together with other amounts, if
any, in the Debt Service Fund available for such purpose, to pay the principal (including mandatory
sinking fund redemption payments, if any) scheduled to mature or come due on the Bonds on the
next succeeding principal payment date or mandatory sinking fund redemption date, as the case
may be.
(b) Reserve Fund. On the date of delivery of the Bonds to the TWDB, the City shall deposit to
the credit of the Reserve Fund the amount described in the Letter of Instructions executed in accordance
with the provisions of Section 23(c) of this Forty -Third Supplement. Thereafter, when and so Iong as the
Reserve Fund Obligations in the Reserve Fund are not less than the Required Reserve Amount, no deposits
need be made to the credit of the Reserve Fund. When and if the Reserve Fund at any time contains less
than the Required Reserve Amount due to any other cause or condition then, subject and subordinate to
making the required deposits to the credit of the Debt Service Fund, commencing with the month during
which such deficiency occurs, such deficiency shall be made up from the next available Pledged Revenues
or from any other sources available for such purpose, in monthly installments of not less than 1/12 of the
Required Reserve Amount, in the manner provided in the Master Ordinance.
Section 13. PAYMENT OF BONDS. That on or before the first scheduled interest payment date,
and on or before each interest payment date and principal payment date thereafter while any Bond is
Outstanding and unpaid, the City shall make available to the Paying Agent(Registrar, out of the Debt
Service Fund (and the Reserve Fund, if necessary) monies sufficient to pay such interest on and such
principal amount of the Bonds, as shall become due on such dates, respectively, at its stated maturity or by
redemption prior to stated maturity. The Paying Agent/Registrar shall cancel or destroy all paid Bonds and
furnish the City with an appropriate certificate of cancellation or destruction.
Section 14. COVENANTS REGARDING TAX -EXEMPTION. That the Issuer covenants to
refrain from any action which would adversely affect, or to take such action as to ensure, the treatment of
the Bonds as obligations described in section 103 of the Code, the interest on which is not includable in the
"gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer
covenants as follows:
(a) to take any action to assure that no more than ten percent (10%) of the proceeds of the
Bonds or the projects financed or refinanced therewith (less amounts deposited to a reserve fund,
if any) are used for any "private business use", as defined in section 141(b)(6) of the Code or, if
more than ten percent (10%) of the proceeds are so used, that amounts, whether or not received by
the Issuer, with respect to such private business use, do not, under the terms of this Forty -Third
Supplement or any underlying arrangement, directly or indirectly, secure or provide for the
payment of more than ten percent (10%) of the debt service on the Bonds, in contravention of
section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use" described
in subsection (a) hereof exceeds five percent (5%) of the proceeds of the Bonds or the projects
financed therewith (Iess amounts deposited into a reserve fund, if any) then the amount in excess
of five percent (5%) is used for a "private business use" which is "related" and not
"disproportionate", within the meaning of section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the Iesser of
$5,000,000, or five percent (5%) of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds being
treated as "specified private activity bonds" within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to
acquire or to replace funds which were used, directly or indirectly, to acquire investment property
(as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the
term of the Bonds, other than investment property acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period until such
proceeds are needed for the purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement fund to
the extent such amounts do not exceed ten percent of the proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds
of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements
of section 148 of the Code (relating to arbitrage);
(h) to refrain from using the proceeds of the Bonds or the proceeds of any prior bonds to
pay debt service on another issue, more than 90 days after the date of issue of the Bonds in
contravention of section 149(d) of the Code (relating to advance refundings); and
(i) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to ninety percent
(90%) of the "Excess Earnings", within the meaning of section I 48(f) of the Code and to pay to the
United States of America, not later than sixty (60) days after the Bonds have been paid in full, one
hundred percent (100%) of the amount then required to be paid as a result of Excess Earnings under
section 148(f) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term.
"Proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of a
refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date
of the issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will
not be required to comply with any covenant contained herein to the extent that such failure to comply, in
the opinion of nationally -recognized bond counsel, will not adversely affect the exemption from federal
income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or
rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds,
the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of
nationally -recognized bond counsel, to preserve the exemption from federal income taxation of interest on
the Bonds under section 103 of the Code. In furtherance of the foregoing, the Mayor, the City Manager,
any Assistant City Manager and the Chief Financial Officer/Director of Financial Management Services of
the City are authorized to execute any certificates or other reports required by the Code and to make such
elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for
the issuance of the Bonds. In order to facilitate compliance with the above clause (i), a "Rebate Fund" may
be established by the City for the sole benefit of the United States of America, and the Rebate Fund shall
not be subject to the claim of any other person, including without Iimitation the registered owners of the
Bonds. The Rebate Fund would be established for the additional purpose of compliance with section 148
of the Code.
Section 15. ADDITIONAL FEDERAL INCOME TAX COVENANTS; WRITTEN
PROCEDURES. (a) Allocation of, and Limitation on, Expenditures for the Project. That the City
covenants to account for on its books and records the expenditure of proceeds from the sale of the Bonds
and any investment earnings thereon to be used for the improvement and extension of the System (referred
to herein as a "Project") by allocating proceeds to 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
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retired, unless the City obtains an opinion of nationally -recognized bond counsel substantially to the effect
that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes of this
Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally -
recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability
for federal income tax purposes from gross income of the interest.
(b) Disposition of Project. The City covenants that the property financed or refinanced with the
proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the
City of cash or other compensation, unless the City obtains an opinion of nationally -recognized bond
counsel substantially to the effect that such sale or other disposition wiII not adversely affect the tax-exempt
status of the Bonds. For purposes of this Section, the portion of the property comprising personal property
and disposed of in the ordinary course of business shall not be treated as a transaction resulting in the receipt
of cash or other compensation. For purposes of this Section, the City shall not be obligated to comply with
this covenant if it obtains an opinion of nationally -recognized bond counsel to the effect that such failure
to comply will not adversely affect the excludability for federal income tax purposes from gross income of
the interest.
(c) Form 8038-G. The City will cause to be filed.a Form 8038-G, consistent with the requirements
of section 149(e) of the Code.
(d) 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 Forty -Third Supplement.
Section 16. AMENDMENT OF FORTY-THIRD SUPPLEMENT. (a) Approval of Bondholders
Required. That the owners of a majority in Outstanding Principal Amount of the Bonds shall have the right
from time to time to approve any amendment to this Forty -Third Supplement which may be deemed
necessary or desirable by the City, provided, however, that nothing herein contained shall permit or be
construed to permit the amendment of the terms and conditions in this Forty -Third Supplement or in the
Bonds so as to:
(1) Make any change in the maturity of any of the Outstanding Bonds;
(2) Reduce the rate of interest borne by any of the Outstanding Bonds;
(3) Reduce the amount of the principal payable on the Outstanding Bonds;
(4) Modify the terms of payment of principal of, premium, if any, or interest on the
Outstanding Bonds or impose any conditions with respect to such payment;
(5) Affect the rights of the owners of less than all of the Bonds then Outstanding;
(6) Amend this clause (a) of this Section; or
(7) Change the minimum percentage of the principal amount of Bonds necessary for consent
to any amendment;
unless such amendment or amendments shall be approved by the owners of all of the Bonds then
Outstanding.
(b) Notice of Amendment. That if at any time the City shall desire to amend this Forty -Third
Supplement under this Section, the City shall cause notice of the proposed amendment to be published in a
financial newspaper or journal published in the City of New York, New York, and a newspaper of general
circulation in the City, once during each calendar week for at least two (2) successive calendar weeks. Such
notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on
file at the Designated Trust Office of the Paying Agent/Registrar for inspection by all owners of the Bonds.
Such publication is not required, however, if notice in writing is given to each owner of the Bonds.
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(c) Effectiveness of Consent and Approval. That whenever at any time not less than thirty (30)
days, and within one (I) year, from the date of the first publication of said notice or other service of written
notice the City shall receive an instrument or instruments executed by the owners of at least a majority in
Outstanding Principal Amount of the Bonds then Outstanding, which instrument or instruments shall refer
to the proposed amendment described in said notice and which specifically consent to and approve such
amendment in substantially the form of the copy thereof on file with the Paying Agent/Registrar, the City
Council of the City may pass such amendment in substantially the same form.
(d) Amendment Effective. That upon the passage of any such amendment pursuant to the
provisions of this Section, this Forty -Third Supplement shall be deemed to be amended in accordance with
such amendment, and the respective rights, duties and obligations under this Forty -Third Supplement of the
City and aII the owners of then Outstanding Bonds shall thereafter be determined, exercised and enforced
hereunder, subject in all respects to such amendment.
(e) Revocation of Consent. That any consent given by the owners of a Bond pursuant to the
provisions of this Section shall be irrevocable for a period of six (6) months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding upon all future
owners of the same Bond during such period. Such consent may be revoked at any time after six (6) months
from the date of the first publication of such notice by the owner who gave such consent, or by a successor
in title, by filing written notice thereof with the Paying Agent/Registrar and the City, but such revocation
shall not be effective if the owners of at least a majority in Outstanding Principal Amount of the Bonds
have, prior to the attempted revocation, consented to and approved the amendment.
(f) Amendments Not Requiring Bondholder Consent. The foregoing provisions of this Section
notwithstanding, the City by action of the City Council may amend this Forty -Third Supplement without
the consent of any owner of the Bonds or any other Parity Obligations, solely for any one or more of the
following purposes:
(1) To add to the covenants and agreements of the City in this Forty -Third Supplement
contained, other covenants and agreements thereafter to be observed, grant additional rights or
remedies to the owners of the Bonds or to surrender, restrict or Iimit any right or power herein
reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing, correcting
or supplementing any defective provision contained in this Forty -Third Supplement, or in regard
to clarifying matters or questions arising under this Forty -Third Supplement, as are necessary or
desirable and not contrary to or inconsistent with this Forty -Third Supplement and which shall not
adversely affect the interests of the owners of the Bonds then Outstanding;
(3) To modify any of the provisions of this Forty -Third Supplement in any other respect
whatsoever, provided that such modification shall be, and be expressed to be, effective only after
the Bonds Outstanding at the date of the adoption of such modification shall cease to be
Outstanding;
(4) To make such amendments to this Forty -Third Supplement as may be required, in the
opinion of Bond Counsel, to ensure compliance with sections 103 and 141 through 150 of the Code
and the regulations promulgated thereunder and applicable thereto;
(5) To make such changes, modifications or amendments as may be necessary or desirable
in order to allow the owners of the Bonds to thereafter avail themselves of a book -entry system for
payments, transfers and other matters relating to the Bonds, which changes, modifications or
amendments are not contrary to or inconsistent with other provisions of this Forty -Third
Supplement and which shall not adversely affect the interests of the owners of the Bonds;
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(6) To make such changes, modifications or amendments as are permitted by Section
18(c)(vi) of this Forty -Third Supplement;
(7) To make such changes, modifications or amendments as may be necessary or desirable
in order to obtain or maintain the granting of a rating on the Bonds by a Rating Agency or to obtain
or maintain a Credit Agreement or a Credit Facility issued in support of the Bonds; and
(8) To make such changes, modifications or amendments as may be necessary or desirable,
which shall not adversely affect the interests of the owners of the Bonds, in order, to the extent
permitted by law, to facilitate the economic and practical utilization of interest rate swap
agreements, foreign currency exchange agreements, or similar type of agreements with respect to
the Bonds.
Notice of any such amendment may be published by the City in the manner described in clause (b) of this
Section; provided, however, that the publication of such notice shall not constitute a condition precedent to
the adoption of such amendatory ordinance and the failure to publish such notice shall not adversely affect
the implementation of such amendment as adopted pursuant to such amendatory ordinance.
(g) Eligibility to Approve Amendment. Ownership of the Bonds shall be established by the
Registration Books maintained by the Paying AgentlRegistrar, in its capacity as registrar and transfer agent
for the Bonds.
Section 17. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a)
Delivery of Substitute Bonds. That in the event any Outstanding Bond is damaged, mutilated, lost, stolen,
or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Bond of
the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed
Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application. Application for replacement of damaged, mutilated, lost, stolen, or destroyed
Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond,
the applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any Ioss or damage
with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the applicant shall furnish
to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction
of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the applicant shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) Payment without Replacement Bond. Notwithstanding the foregoing provisions of this Section,
in the event any such Bond shall have matured, and no default has occurred which is then continuing in the
payment of the principal of, premium, if any, or interest on the Bond, the City may authorize the payment
of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing
a replacement Bond, provided security or indemnity is furnished as above provided in this Section.
(d) Costs of Replacement Bond. Prior to the issuance of any replacement bond, the Paying
Agent/Registrar shall charge the owner of such Bond with all legal, printing, and other expenses in
connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue
of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City
whether the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and
shall be entitled to all the benefits of this Forty -Third Supplement equally and proportionately with any and
all other Bonds duly issued under this Forty -Third Supplement.
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(e) Statutory Authority. In accordance with Chapter 1206, this Section of this Forty -Third
Supplement shall constitute authority for the issuance of any such replacement bond without necessity of
further action by the City Council of the City or any other body or person, and the duty of the replacement
of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying
Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as
provided in Section 5(a) of this Forty -Third Supplement for Bonds issued in exchange for other Bonds.
Section 18. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. (i) That the
City shall provide annually to the MSRB (1) within six months after the end of each Fiscal Year ending in
or after 2024, financial information and operating data with respect to the City of the general type described
in Exhibit C hereto, and (2) if not provided as part of the financial information and operating data, annual
financial statements of the City, when and if available. Any financial statements so to be provided shall be
(1) prepared in accordance with the, accounting principles described in Exhibit C hereto, or such other
accounting principles as the City may be required to employ from time to time pursuant to state law or
regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed
within twelve (12) months after the end of each Fiscal Year ending in or after 2024. If audited financial
statements are not available by the end of the twelve (12) month period, then the City shall provide notice
that the audited financial statements are not available, shall provide unaudited financial information
containing the information described in the tables referenced in Exhibit C hereto under the heading "Annual
Financial Statements and Operating Data" by the required time, and shall provide audited financial
statements for the applicable Fiscal Year to the MSRB, when and if the audited financial statements become
available.
(ii) If the City changes its Fiscal Year, it will notify the MSRB of the change (and of the date of
the new Fiscal Year end) prior to the next date by which the City otherwise would be required to provide
financial information and operating data pursuant to this Section. The financial information and operating
data to be provided pursuant to this Section may be set forth in full in one or more documents or may be
included by specific reference to any document (including an official statement or other offering document,
if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC.
Filings shall be made electronically, in such format as is prescribed by the MSRB.
(b) Disclosure Event Notices. The City shall notify the MSRB of any of the following events with
respect to the Bonds, in a timely manner not in excess of ten Business Days after the occurrence of the
event:
I . Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the City or
the sale of all or substantially all of the assets of the City, other than in the ordinary
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course of business, the entry into a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any such actions,
other than pursuant to its terms, if material;
14. Appointment of a successor Paying Agent/Registrar or change in the name of the
Paying Agent/Registrar, if material;
15. Incurrence of a Financial Obligation of the Obligated Person, if material, or
agreement to covenants, events of default, remedies, priority rights, or other similar
terms of a Financial Obligation of the Obligated Person, any of which affect
security holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or other
similar event under the terms of a Financial Obligation of the Obligated Person,
and which reflect financial difficulties.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial
information or operating data in accordance with subsection (b) of this Section by the time required by
subsection (a).
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar event"
means the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the
U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business of the City,
or if jurisdiction has been assumed by leaving the City Council and official or officers of the City in
possession but subject to the supervision and orders of a court or governmental authority, or the entry of an
order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority
having supervision or jurisdiction over substantially all of the assets or business of the City.
As used in clauses 15 and 16 above, the term "Financial Obligation" means: (i) a debt obligation;
(ii) a derivative instrument entered into in connection with, or pledged as security or a source of payment
for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii), however, the term Financial
Obligation shall not include Municipal Securities as to which a final official statement has been provided
to the MSRB consistent with the Rule; the term "Municipal Securities" means securities which are direct
obligations of, or obligations guaranteed as to principal or interest by, a state or any political subdivision
thereof, or any agency or instrumentality of a state or any political subdivision thereof, or any municipal
corporate instrumentality of one or more states and any other Municipal Securities described by Section
3(a)(29) of the Securities Exchange Act of 1934, as the same may be amended from time to time; and the
term "Obligated Person" means the City.
(c) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the City remains an
"obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any
event will give notice of any deposit made in accordance with this Forty -Third Supplement or applicable
law that causes Bonds no longer to be Outstanding.
(ii) The provisions of this Section are for the sole benefit of the Holders and beneficial owners of
the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable
right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial
information, operating data, financial statements, and notices which it has expressly agreed to provide
pursuant to this Section and does not hereby undertake to provide any other information that maybe relevant
or material to a complete presentation of the City's financial results, condition, or prospects or to update
any information provided in accordance with this Section or otherwise, except as expressly provided herein.
The City does not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
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(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 shaII
comprise a breach of or default under this Forty -Third Supplement for purposes of any other provision of
this Forty -Third Supplement. Nothing in this Section is intended or shall act to disclaim, waive, or
otherwise limit the duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide notices to
entities other than the MSRB, the City agrees to undertake such obligation in accordance with the Rule as
amended.
(vi) The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change in the
identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so
amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the
Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule
since such offering as well as such changed circumstances and (2) either (a) the Holders of a majority in
aggregate principal amount (or any greater amount required by any other provision of this Forty -Third
Supplement that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or
(b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that
such amendment will not materially impair the interest of the holders and beneficial owners of the Bonds.
If the City so amends the provisions of this Section, it shall include with any amended financial information
or operating data next provided in accordance with subsection (a) of this Section an explanation, in narrative
form, of the reason for the amendment and of the impact of any change in the type of financial information
or operating data so provided.
Section 19. FORTY-THIRD SUPPLEMENT TO CONSTITUTE A CONTRACT; EQUAL
SECURITY. That in consideration of the acceptance of the Bonds, the issuance of which is authorized
hereunder, by those who shall hold the same from time to time, this Forty -Third Supplement shall be
deemed to be and shall constitute a contract between the City and the Holders from time to time of the
Bonds and the pledge made in this Forty -Third Supplement by the City and the covenants and agreements
set forth in this Forty -Third Supplement to be performed by the City shall be for the equal and proportionate
benefit, security, and protection of all Holders, without preference, priority, or distinction as to security or
otherwise of any of the Bonds authorized hereunder over any of the others by reason of time of issuance,
sale, or maturity thereof or otherwise for any cause whatsoever, except as expressly provided in or permitted
by this Forty -Third Supplement.
Section 20. SEVERABILITY OF INVALID PROVISIONS. That if any one or more of the
covenants, agreements, or provisions herein contained shall be held contrary to any express provisions of
law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or
shall for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be
null and void and shall be deemed separable from the remaining covenants, agreements, or provisions and
shall in no way affect the validity of any of the other provisions hereof or of the Bonds issued hereunder.
Section 21. PAYMENT AND PERFORMANCE ON BUSINESS DAYS. That, except as
provided to the contrary in the FORM OF BOND, whenever under the terms of this Forty -Third Supplement
or the Bonds, the performance date of any provision hereof or thereof, including the payment of principal
16
of or interest on the Bonds, shall occur on a day other than a Business Day, then the performance thereof,
including the payment of principal of and interest on the Bonds, need not be made on such day but may be
performed or paid, as the case may be, on the next succeeding Business Day with the same force and effect
as if made on the date of performance or payment.
Section 22. LIMITATION OF BENEFITS WITH RESPECT TO THE FORTY-THIRD
SUPPLEMENT. That with the exception of the rights or benefits herein expressly conferred, nothing
expressed or contained herein or implied from the provisions of this Forty -Third Supplement or the Bonds
is intended or should be construed to confer upon or give to any person other than the City, the Holders,
and the Paying Agent/Registrar, any legal or equitable right, remedy, or claim under or by reason of or in
respect to this Forty -Third Supplement or any covenant, condition, stipulation, promise, agreement, or
provision herein contained. This Forty -Third Supplement, the Bonds and all of the covenants, conditions,
stipulations, promises, agreements, and provisions hereof and thereof are intended to be and shall be for
and inure to the sole and exclusive benefit of the City, the Holders, and the Paying Agent/Registrar as herein
and therein provided.
Section 23. SALE OF BONDS; USE OF PROCEEDS. (a) Sale to TWDB. That the Bonds are
hereby sold to TWDB for the price of par. The Bonds have been purchased by the TWDB pursuant to its
Resolution No. 24-027, adopted on May 9, 2024 ("TWDB Resolution No. 24-027" ). The Initial Bond shall
be registered in the name of the Texas Water Development Board. The Private Placement Memorandum
prepared in connection with the sale of the Bonds to the TWDB in substantially the form attached to this
Forty -Third Supplement is approved. The City has determined, based upon the advice provided by its
financial advisors, that acceptance of the purchase price for the Bonds is on terms advantageous to, and in
the best interests of, the City.
(b) Notice from TWDB of Sale of Bonds. It is the intent of the parties to the sale of the Bonds that
if TWDB ever determines to sell all or a part of the Bonds, it shall notify the City at least 60 days prior to
the sale of the Bonds of the decision to so sell the Bonds.
(c) Proceeds. The proceeds from the sale of the Bonds shall be used in the manner described in the
letter of instructions executed by the City, or on behalf of the City by its financial advisor (the "Letter of
Instructions").
(d) Payment by Wire Transfer. Payment of amounts due and owing on the Bonds to the TWDB
shall be made by wire transfer, at no expense to the TWDB, as provided in the FORM OF BOND.
(e) Escrow Fund. By agreeing to the purchase the Bonds, the TWDB agrees that the bond proceeds
shall be deposited pursuant to the Letter of ,Instructions into the Project Fund and/or the escrow fund
established in the Escrow Agreement between the City and BOKF, NA, and that the procedures set forth in
Section 5(e) of this Forty -Third Supplement satisfy TWDB Resolution No. 24-027.
(f) Investment of Bond Proceeds. Proceeds from the sale of the Bonds shall be held at a designated
state depository or other properly chartered and authorized institution in accordance with Chapter 2256,
Texas Government Code, and Chapter 2257, Texas Government Code.
Section 24. PROJECT FUND. (a) Project Fund Created. That there is hereby created, established
and maintained on the books of the City, a separate fund to be entitled the "City of Fort Worth, Texas Water
and Sewer System Series 2024B CWSRF (Village Creek) Revenue Bonds Project Fund" (hereinafter called
the "Project Fund"). Monies in the Project Fund shall be maintained at an official depository bank of the
City.
(b) Use of Funds. Except as otherwise may be provided in Section 12 hereof, the proceeds of the
Bonds shall be deposited pursuant to the Letter of Instructions into the Project Fund and/or the escrow fund
17
specified in the Escrow Agreement (the "Escrow Fund") pursuant to Section 23(e). Amounts disbursed to
the City from the Escrow Fund pursuant to the Escrow Agreement shall be deposited by the City to the
Project Fund and used by the City for payment or reimbursement to the City of the costs of extending and
improving the System, and the payment or reimbursement to the City of costs associated therewith,
including any costs for engineering, financing, financial consultation, administrative, auditing and legal
expenses. Amounts in the Project Fund shall be timely and expeditiously used to pay or reimburse such
costs, in compliance with applicable federal and Texas law.
(c) Surplus Proceeds. Any surplus proceeds, including the investment earnings derived from the
investment of monies on deposit in the Escrow Fund or the Project Fund, from the Bonds remaining on
deposit in the Escrow Fund or the Project Fund after completing the improvements and extensions to the
System, and upon the completion of the final accounting as described in Section 25(c) hereof, shall be
transferred to the Debt Service Fund to redeem, in inverse order of maturity, the Bonds owned by TWDB,
unless the Executive Administrator of TWDB approves the use of such surplus proceeds to pay eligible
costs of improving or extending the System by funding projects that are part of the State Water Plan.
Section 25. ADDITIONAL COVENANTS. That in connection with the sale of the Bonds to the
TWDB, the City covenants as follows:
(a) Compliance with the Texas Water Development Board's Rules and Regulations. The City
covenants to comply with the rules and regulations of the TWDB, and to maintain insurance on the System
in such amount as may be required by TWDB, as further addressed in subsection (h) of this Section.
(b) Audits. For so long as the State owns any of the Bonds, the City shall mail a copy of the audit
required by the Master Ordinance to the TWDB. In addition, monthly operating statements for the System
shall be maintained by the City and made available, on request, to the TWDB as long as the State owns any
of the Bonds, and the monthly operating statement shall be in such detail as requested by the Development
Fund Manager of the TWDB until this requirement is waived thereby.
(c) Final Accounting. The City shall render a final accounting to the TWDB in reference to the
total cost incurred by the City for improvements and extensions to the System which were financed by the
issuance of the Bonds, together with a copy of the complete set of "as built" plans of such improvements
and extensions promptly upon completion.
(d) Defeasance. Should the City exercise its right under the Master Ordinance to effect the
defeasance of the Bonds, the City agrees that it will provide the TWDB with written notice of any such
defeasance.
(e) Segregation of Funds. The City covenants that proceeds of the Bonds shall remain separate and
distinct from other sources of funding from the date of the TWDB commitment through costing and final
disbursement.
(f) Environmental Indemnity. Proceeds from the Bonds shall not be used by the City when
sampling, testing, removing, or disposing of contaminated soils and/or media at the project site. To the
extent permitted by law, the City agrees to indemnify, hold harmless, and protect the TWDB from any and
all claims, causes of action, or damages to the person or property of third parties arising from the sampling,
analysis, transport, storage, treatment, recycling, and disposition of any contaminated sewage sludge,
contaminated sediments, and/or contaminated media that may be generated by the City, its contractors,
consultants, agents, officials, and employees as a result of activities relating to the project funded with
proceeds of the Bonds.
18
(g) Environmental Determination. In connection with the project financed with the Bonds, the City
agrees to implement any environmental determination issued by the Executive Administrator of TWDB to
satisfy the environmental review requirements set forth in 31 Texas Administrative Code 375.
(h) Insurance. The City agrees that it will maintain insurance on the System in an amount sufficient
to protect TWDB's interest in the project financed with the proceeds of the Bonds. The City may self -
insure in respect to satisfying this covenant.
(i) Water Conservation Program. The City has implemented or will implement an approved water
conservation program in compliance with 31 Texas Administrative Code 375.91 (a)(2)(N).
0) No Purchase of TWDB Bonds. The City agrees that neither it nor any related party to the City
will purchase, as an investment or otherwise, bonds issued by TWDB including, without limitation, bonds
issued by TWDB, the proceeds of which were used by TWDB to purchase the Bonds.
(k) Davis -Bacon Act Compliance. All laborers and mechanics employed by contractors and
subcontractors for the Project who are paid from proceeds of the Bonds on deposit in the Construction Fund
shall be paid wages at rates not Iess than those prevailing on projects of a similar character in the locality
of the City in accordance with the federal Davis -Bacon Act and the U.S. Department of Labor's
implementing regulations pertaining thereto.
(1) Federal Funding Accountability and Transparency Act. The City shall provide the TWDB with
all information required by the Federal Funding Accountability and Transparency Act of 2006, Pub. L. 109-
282.
(m) Records and Accounts. The City shall maintain current, accurate and complete records and
accounts in accordance with generally accepted accounting principles necessary to demonstrate compliance
with the legal and contractual provisions set forth in the financing agreement entered into by and between
the City and the TWDB with respect to the Bonds consistent with TWDB Resolution No. 24-027 (the
"Financing Agreement").
Section 26. FURTHER PROCEDURES. That the Mayor, the City Manager, any Assistant City
Manager, the Chief Financial Officer/Director of Financial Management Services of the City, the City
Secretary or any Assistant City Secretary, and all other officers, employees, and agents of the City, and
each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time
and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the
name and under the corporate seal and on behalf of the City all such instruments, whether herein mentioned,
as may be necessary or desirable in order to carry out the terms and provisions of this Forty -Third
Supplement and the Bonds, including, but not limited to, conforming documents to receive the approval of
the Attorney General and to receive ratings from municipal bond rating agencies, the execution of a
Financing Agreement, and the execution of the No Litigation Certificate. The City Council authorizes the
payment of the fee of the Office 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 27. 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 said Comptroller) shall sign the Comptroller's Registration Certificate
accompanying the Bonds in the manner prescribed by law, and the seal of the Comptroller shall be
impressed, or placed in facsimile, on each such certificate.
19
Section 28. DTC REGISTRATION. That the Bonds initially shall be issued and delivered in such
manner that no physical distribution of the Bonds will be made to the public, and The Depository Trust
Company ("DTC"), New York, New York, initially will act as depository for the Bonds. DTC has
represented that it is a limited purpose trust company incorporated under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered under Section 17A of the Securities
Exchange Act of 1934, as amended, and the City accepts, but in no way verifies, such representations. The
definitive Bonds authorized by this Forty -Third Supplement and issued in exchange for the Initial Bond
pursuant to Section 5(e)(2) 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 Private Placement Memorandum herein
approved, to make all arrangements with DTC to establish this book -entry system, the beneficial ownership
of the Bonds, and the method of paying the fees and charges of DTC. The City does not represent nor
covenant that the initial book -entry system established with DTC will be maintained in the future.
Notwithstanding the initial establishment of the foregoing book -entry system with DTC, if for any reason
any of the originally delivered Bonds is duly filed with the Paying Agent/Registrar with proper request for
transfer and substitution, as provided for in this Forty -Third Supplement, substitute Bonds will be duly
delivered as provided in this Forty -Third Supplement, and there will be no assurance or representation that
any book -entry system will be maintained for such Bonds. To effect the establishment of the foregoing
book -entry system, the City has executed and filed with DTC the "Blanket DTC Letter of Representations"
in the form provided by DTC to evidence the City's intent to establish said book -entry system.
Section 29. DEFAULT AND REMEDIES. (a) Events of Default. That each of the following
occurrences or events for the purpose of this Forty -Third Supplement is hereby declared to be an Event of
Default:
(i) the failure to make payment of the principal of any Bond when the same becomes due
and payable; or
(ii) except as provided in Section 18(c)(iv) of this Forty -Third Supplement, default in the
performance or observance of any other covenant, agreement or obligation of the City, the failure
to perform which materially, adversely affects the rights of the registered owners of the Bonds,
including, but not limited to, their prospect or ability to be repaid in accordance with this Forty -
Third Supplement, and the continuation thereof for a period of sixty (60) days after notice of such
default is given by any registered owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any registered
owner (including specifically TWDB) or an authorized representative thereof, including, but not
limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing the rights
of the registered owners under this Forty -Third Supplement, by mandamus or other suit, action or
special proceeding in equity or at law, in any court of competent jurisdiction, for any relief
permitted by law, including the specific performance of any covenant or agreement contained
20
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 Forty -Third
Supplement, the right to accelerate the debt evidenced by the Bonds shall not be available as a
remedy under this Forty -Third Supplement.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver
of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Forty -Third Supplement,
such registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Forty -Third Supplement do not and shall never constitute or give
rise to a personal or pecuniary liability or charge against the officers, employees or members of the
City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent, or
employee of the City, shall be charged personally by the registered owners with any liability, or be
held personally liable to the registered owners under any term or provision of this Forty -Third
Supplement, or because of any Event of Default or alleged Event of Default under this Forty -Third
Supplement.
Section 30. PREAMBLE. That the preamble to this Forty -Third Supplement is hereby
incorporated by reference, and is to be considered a part of the operative text of this Forty -Third
Supplement.
Section 31. RULES OF CONSTRUCTION. That for all purposes of this Forty -Third Supplement,
unless the context requires otherwise, all references to designated Sections and other subdivisions are to the
Sections and other subdivisions of this Forty -Third Supplement. The words "herein", "hereof' and
"hereunder" and other words of similar import refer to this Forty -Third Supplement as a whole and not to
any particular Section or other subdivision. Except where the context otherwise requires, terms defined in
this Forty -Third Supplement to impart the singular number shall be considered to include the plural number
and vice versa_ References to any named person means that party and its successors and assigns. References
to an officer or designated position (e.g., City Manager) include any person acting in the capacity of such
officer or designated position, whether on an acting, interim or permanent basis. References to any
constitutional, statutory or regulatory provision means such provision as it exists on the date this Forty -
Third Supplement is adopted by the City and any future amendments thereto or successor provisions
thereof. All ordinances and resolutions or parts thereof in conflict herewith are hereby repealed.
Section 32. IMMEDIATE EFFECT. That this Forty -Third Supplement shall be effective
immediately from and after its passage in accordance with the provisions of Section 1201.028, Texas
Government Code, and it is accordingly so ordained.
[Execution Page Follows]
21
ADOPTED AND EFFECTIVE August 27, 2024.
Mayor,
City of Fort Worth, Texas
City Secretary,
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney,
City of Fort Worth, Texas
(SEAL)
Signature Page --- Ordinance Authorizing Issuance of Series 2024B CWSRF (Village Creek)
Water and Sewer System Revenue Bonds
22
EXHIBIT A
That, as used in this Forty -Third Supplement, the following terms shall have the meanings set forth
below, unless the text hereof specifically indicates otherwise:
"Attorney General" means the Attorney General of the State of Texas.
"Authentication Certificate" shall have the meaning given said term in Section 5(a) of the Forty -
Third Supplement.
"Authorized Denomination" means Bonds in a denomination of $5,000 or any integral multiple
thereof.
"Authorized Representative" means the City Manager and the Chief Financial Officer/Director of
Financial Management Services of the City, acting individually but not collectively.
"Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series
2024B CWSRF (Village Creek), authorized by the Forty -Third Supplement.
"Business Day" means a day other than a Sunday, Saturday, a legal holiday, or a day on which
banking institutions in the City of Fort Worth or the city where the Designated Trust Office of the Paying
Agent/Registrar is located are authorized by law or executive order to close.
"Chapter 9" means Chapter 9, Texas Business and Commerce Code.
"Chapter 1206" means Chapter 1206, Texas Government Code.
"Chapter 1208" means Chapter 1208, Texas Government Code.
"Chapter 1502" means Chapter 1502, Texas Government Code.
"Commercial Paper Notes" means the City of Fort Worth, Texas Water and Sewer System
Commercial Paper Notes, CaIlable CP Series, to be outstanding at any one time and from time to time in
an aggregate principal amount not to exceed $225,000,000, as authorized by Ordinance No. 23028-12-2017
and Ordinance No. 25970-02-2023.
"Comptroller" means the Comptroller of Public Accounts of the State of Texas.
"Designated Trust Office of the Paying Agent/Registrar" means the city so designated in Section
5(a) of the Forty -Third Supplement.
Bonds.
"DTC" shall have the meaning given said term in Section 28 of the Forty -Third Supplement.
"Fortieth Supplement" means the ordinance authorizing the issuance of the Series 2023 Bonds.
"Forty -First Supplement" means the ordinance authorizing the issuance of the Series 2023A Bonds.
"Forty -Second Supplement" means the ordinance authorizing the issuance of the Series 2024
"Forty -Third Supplement" means the ordinance authorizing the issuance of the Bonds.
A-1
"Master Ordinance" means the "Master Ordinance establishing the City of Fort Worth Texas Water
and Sewer System Revenue Financing Program", passed by the City on December 10, 1991.
"MSRB" means the Municipal Securities RuIemaking Board.
"No Litigation Certificate" means a certificate executed by a Authorized Representative certifying
that no litigation has been filed or, to the best knowledge of the Authorized Representative, threatened,
pertaining to, affecting or contesting the issuance, delivery, payment, security or validity of any proposed
delivery of the Bonds.
"Official Statement" means the document prepared by or on behalf of the City in connection with
offering the Series 2024 Bonds for sale and describing certain characteristic and key information regarding
the Bonds, the System, and the City,
"Paying Agent/Registrar" means the financial institution specified in Section 5(a) of the Forty -
Third Supplement.
"Previously Issued Parity Bonds" means the Series 2009 Bonds, the Series 2015 Bonds, the Series
2015A Bonds, the Series 2015B Bonds, the Series 2016 Bonds, the Series 2017 Bonds, the Series 2017A
Bonds, the Series 2017B Bonds, the Series 2018 Bonds, the Series 20I9 Bonds, the Series 2020 Bonds, the
Series 2020A Bonds, the Series 2021 Bonds, the Series 2022 Bonds, the Series 2023 Bonds, the Series
2023A Bonds and the Series 2024 Bonds.
"Registration Books" shall have the meaning given said term in Section 5(a) of the Forty -Third
Supplement.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Series 2009 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2009, authorized by the Seventeenth Supplement.
"Series 2015 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2015, authorized by the Twenty -Fifth Supplement.
"Series 20I5A Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2015A, authorized by the Twenty -Sixth Supplement.
"Series 2015B Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2015B, authorized by the Twenty -Seventh Supplement.
"Series 2016 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2016, authorized by'the Twenty -Eighth Supplement.
"Series 2017 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2017, authorized by the Twenty -Ninth Supplement.
"Series 2017A Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2017A, authorized by the Thirtieth Supplement.
A-2
"Series 2017B Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2017B, authorized by the Thirty -First Supplement.
"Series 2018 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2018, authorized by the Thirty -Third Supplement.
"Series 2019 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2019, authorized by the Thirty -Fourth Supplement.
"Series 2020 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2020, authorized by the Thirty -Fifth Supplement.
"Series 2020A Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2020A, authorized by the Thirty -Sixth Supplement.
"Series 2021 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2021, authorized by the Thirty -Seventh Supplement.
"Series 2022 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2022, authorized by the ThirtyNinth Supplement.
"Series 2023 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2023, authorized by the Fortieth Supplement.
"Series 2023A Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Refunding Bonds, Series 2023A, authorized by the Forty -First Supplement.
"Series 2024 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2024, authorized by the Forty -Second Supplement.
"Seventeenth Supplement" means the ordinance authorizing the issuance of the Series 2009 Bonds.
"State Water Plan" means the State's comprehensive water plan prepared, developed, formulated
and approved by the Texas Water Development Board pursuant to Subchapter C of Chapter 16, Texas
Water Code.
"Term Bonds" means those Bonds, if any, identified in the Forty -Third Supplement as "term
bonds".
"Thirtieth Supplement" means the ordinance authorizing the issuance of the Series 2017A Bonds.
"Thirty -First Supplement" means the ordinance authorizing the issuance of the Series 2017E
Bonds.
"Thirty -Second Supplement" means the ordinance authorizing the issuance of City of Fort Worth,
Texas Water and Sewer System Revenue Refunding Bonds, within certain designated parameters and in
one or more Series designations to be determined, as needed to effect the refunding of Commercial Paper
Notes.
"Thirty -Third Supplement" means the ordinance authorizing the issuance of the Series 2018 Bonds.
A-3
Bonds.
Bonds.
Bonds.
"Thirty -Fourth Supplement" means the ordinance authorizing the issuance of the Series 2019
"Thirty -Fifth Supplement" means the ordinance authorizing the issuance of the Series 2020 Bonds.
"Thirty -Sixth Supplement" means the ordinance authorizing the issuance of the Series 2020A
"Thirty -Seventh Supplement" means the ordinance authorizing the issuance of the Series 2021
"ThirtyNinth Supplement" means the ordinance authorizing the issuance of the Series 2022 Bonds.
"Treasury Regulations" means all applicable temporary, proposed and final regulations and
procedures promulgated under the Code or promulgated under the Internal Revenue Code of 1954, to the
extent applicable to the Code.
Bonds.
Bonds.
Bonds.
Bonds.
Bonds.
"TWDB" or the 'Board" means the Texas Water Development Board.
"Twenty -Fifth Supplement" means the ordinance authorizing the issuance of the Series 2015
"Twenty -Sixth Supplement" means the ordinance authorizing the issuance of the Series 2015A
"Twenty -Seventh Supplement" means the ordinance authorizing the issuance of the Series 2015B
"Twenty -Eighth Supplement" means the ordinance authorizing the issuance of the Series 2016
"Twenty Ninth Supplement" means the ordinance authorizing the issuance of the Series 2017
A-4
NO. R-
FORM OF BOND:
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE
BOND, SERIES 2024B CWSRF (VILLAGE CREEK)
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP
February 15, 20_ % September 19, 2024
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT, DENTON, PARKER, WISE AND JOHNSON COUNTIES, TEXAS (the "Issuer"), hereby
promises to pay to , or to the registered assignee hereof (either being hereinafter
called the "registered owner") the principal amount of
DOLLARS
and to pay interest thereon from the delivery date specified above, on February 15, 2025 and semiannually
on each August 15 and February 15 thereafter to the maturity date specified above, or to the date of
redemption prior to maturity, at the interest rate per annum specified above; except that if the Paying
Agent/Registrar's Authentication Certificate appearing on the face of this Bond is dated later than February
15, 2025, such interest is payable semiannually on each August 15 and February 15 folIowing 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 at redemption prior to
maturity, at the designated corporate trust office in Dallas, Texas (the "Designated Trust Office"), of BOKF,
NA, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be
made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check
or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely
from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond
Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and
such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage
prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on
the last Business Day of the month next preceding each such date (the "Record Date") on the Registration
Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity
or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered
owner upon presentation and surrender of this Bond for redemption and payment at the Designated Trust
Office of the Paying Agent/Registrar. The foregoing notwithstanding, so long as the Texas Water
Development Board ("TWDB") is the registered owner or beneficial owner of 100% in aggregate principal
amount of the Bonds then Outstanding, payment of principal of the Bonds shall be made thereto by wire
transfer, at no expense to the TWDB. The Issuer has covenanted in the Bond Ordinance that on or before
each principal payment date, interest payment date, and accrued interest payment date for this Bond it will
make available to the Paying Agent/Registrar, from the "Debt Service Fund" created by the ordinance
establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program (the
"Master Ordinance"), the amounts required to provide for the payment, in immediately available funds, of
all principal of and interest on the Bonds, when due.
IN THE EVENT of a non-payment of interest on a scheduled payment date, and for 30 days
thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the
Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the
Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest
("Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five
business days prior to the Special Record Date by United States mail, first class postage prepaid, to the
address of each registered owner appearing on the registration books of the Paying Agent/Registrar at the
close of business on the last business day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated Trust
Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday,
or day on which banking institutions are authorized to close; and payment on such date shall have the same
force and effect as if made on the original date payment was due. Notwithstanding the foregoing, during
any period in which ownership of the Bonds is determined only by a book entry at a securities depository
for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made
in accordance with existing arrangements between the Issuer and the securities depository.
THIS BOND is one of a series of bonds of like tenor and effect except as to number, principal
amount, interest rate, maturity, and right of prior redemption, dated as of August 15, 2024, aggregating
$59,000,000 (herein sometimes called the "Bonds"), issued for the purpose of (i) extending and improving
the System (as defined in the Bond Ordinance), (ii) funding a reserve fund for the Bonds, and (iii) paying
the costs of issuance of the Bonds. The Bonds shall be issued in any denomination or denominations in
any integral multiple of $5,000 (an "Authorized Denomination"). All capitalized terms not defined herein
shall have the same meaning as given said terms in the Master Ordinance or the Bond Ordinance.
THE OUTSTANDING BONDS maturing on and after February 15, 2035 may be redeemed prior
to their scheduled maturities, at the option of the Issuer, in whole, or in part, and if in part, in inverse order
of maturity, on August 15, 2034, or on any date thereafter, at the redemption price of the principal amount
of the Bonds called for redemption, and without premium. If less than all of the Bonds within a maturity
are to be redeemed, the Issuer direct the Paying Agent/Registrar to call by lot or other customary random
method selected by the Paying Agent/Registrar (provided that a portion of a Bond may be redeemed only
in an Authorized Denomination.) the Bonds, or portions thereof, within such maturity or maturities and in
such principal amounts, for redemption; provided, however, that during any period in which ownership of
the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of
the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds
of such maturity and bearing such interest rate shall be selected in accordance with the arrangements
between the Issuer and the securities depository. If a portion of any Bond shall be redeemed, a substitute
Bond will be issued as provided in the Bond Ordinance.
NOTICE OF any such redemption of Bonds shall be given in the following manner, to -wit, (i) a
written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof
being called for redemption not more than 60 days nor less than 30 days prior to the date fixed for such
redemption by depositing such notice in the United States mail, first-class postage prepaid, addressed to
each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar
and (ii) at least 30 days prior to the date fixed for such redemption, a notice of such redemption shall either
be published one time or posted electronically on the website of a financial journal or publication of general
circulation in the United States of America or the State of Texas which carries as a regular feature notices
of redemption of municipal bonds; provided, however, that the failure to send, mail, or receive such notice
described in clause (i) above, or any defect therein or in the sending or mailing thereof, shall not affect the
B-2
validity or effectiveness of the proceedings for the redemption of any Bond, as publication or posting of
notice as described in clause (ii) above shall be the only notice actually required in connection with or as a
prerequisite to the redemption of any Bonds; and provided, further, that if the TWDB is the owner,
registered or beneficial, of 100% of the Outstanding Principal Amount of the Bonds, publication of notice
of the redemption of the Bonds as provided in clause (ii) above is not required. By the date fixed for any
such redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment
of the required redemption price for this Bond or the portion hereof which is to be so redeemed. If such
notice of redemption is given, and if due provision for such payment is made, all as provided above, this
Bond or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its
scheduled maturity, and shall not be regarded as being Outstanding except for the right of the registered
owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such
payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of
principal amount of this Bond or any portion hereof.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any Authorized Denomination. As provided in the Bond Ordinance, this
Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, converted into and exchanged for a like aggregate amount of fully registered Bonds, without
interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be,
having any authorized denomination or denominations as requested in writing by the appropriate registered
owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar
for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among
other requirements for such assignment and transfer, this Bond must be presented and surrendered to the
Paying Agent/Registrar at the Designated Trust Office, together with proper instruments of assignment, in
form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment
of this Bond or any portion or portions hereof in any authorized denomination to the assignee or assignees
in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The
form of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence
the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory
to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or
portions hereof from time to time by the registered owner. The one requesting such conversion and
exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for
converting and exchanging any Bond or portion thereof. In any circumstance, any taxes or governmental
charges required to be paid with respect thereto shall be paid by the one requesting such assignment,
transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The foregoing
notwithstanding, in the case of the conversion and exchange of an assigned and transferred Bond or Bonds
or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the
Issuer. The Paying Agent/Registrar shall not be required (i) to make any such transfer, conversion or
exchange during the period beginning at the opening of business 30 days before the day of the first mailing
of a notice of redemption and ending at the close of business on the day of such mailing, or (ii) to transfer,
convert or exchange any Bonds so selected for redemption when such redemption is scheduled to occur
within 30 calendar days; provided, however, such limitation of transfer shall not be applicable to an
exchange by the registered owner of an unredeemed balance of a Bond called for redemption in part.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof
to be mailed to the registered owners of the Bonds.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities
depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall
B-3
be modified to require the appropriate person or entity to meet the requirements of the securities depository
as to registering or transferring the book entry to produce the same effect.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all
of the terms and provisions of the Master Ordinance and the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Master Ordinance and the Bond Ordinance are duly recorded
and available for inspection in the official minutes and records of the Issuer, and agrees that the terms and
provisions of this Bond, the Master Ordinance and the Bond Ordinance constitute a contract between each
registered owner hereof and the Issuer.
THE BONDS are special obligations of the Issuer payable solely from and equally secured by a
first lien on and pledge of the Pledged Revenues of the System. The Issuer has reserved the right, subject
to the restrictions stated, and adopted by reference, in the Master Ordinance, to issue additional parity
revenue obligations which also may be made payable from, and secured by a first lien on and pledge of, the
Pledged Revenues. For a more complete description and identification of the revenues and funds pledged
to the payment of the Bonds, and other obligations of the Issuer secured by and payable from the same
source or sources as the Bonds, reference is hereby made to the Master Ordinance and the Bond Ordinance.
THE ISSUER has reserved the right, subject to the restrictions stated, and adopted by reference, in
the Bond Ordinance, to amend the Bond Ordinance; and under some (but not all) circumstances
amendments must be approved by the owners of a majority in Outstanding Principal Amount of the Bonds.
THE REGISTERED OWNER HEREOF shall never have the right to demand payment of this
obligation out of any funds raised or to be raised by taxation.
IT IS HEREBY certified and covenanted that this Bond has been duly and validly authorized,
issued and delivered; and that all acts, conditions and things required or proper to be performed, exist and
be done precedent to or in the authorization, issuance and delivery of this Bond have been performed,
existed and been done in accordance with law.
IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed manual
or facsimile signature of the Mayor, attested by the imprinted or lithographed facsimile signature of the
City Secretary, and approved as to form and legality by the imprinted or Iithographed facsimile signature
of the City Attorney, and the official seal of the Issuer has been duly affixed to, printed, lithographed or
impressed on this Bond.
ATTEST:
City Secretary,
City of Fort Worth, Texas
CITY OF FORT WORTH, TEXAS
LO-A
Mayor, City of Fort Worth, Texas
IM
APPROVED AS TO FORM AND LEGALITY: (SEAL)
City Attorney, City of Fort Worth, Texas
B-5
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.
(SEAL)
Witness my signature and seal
Comptroller of Public Accounts of the
State of Texas
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed and.attached if this Bond is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the proceedings adopted
by the Issuer as described in the text of this Bond; and that this Bond has been issued in exchange for or
replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved
by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the
State of Texas.
Dated
B OKF, NA,
Paying Agent/Registrar
Un
M,
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power
of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange or
a commercial bank or trust company.
NOTICE: The signature(s) above must correspond
with the 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.
LI-M
The Initial Bond shall be in the form set forth above except that the form of the single fully registered
Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the headings "Maturity Date", "Interest Rate",
"Delivery Date" and "CUSIP" shall be omitted; and
(ii) Paragraph one shall read as follows:
Registered Owner: Texas Water Development Board
Principal Amount: Fifty -Nine Million and No/l 00 Dollars
Delivery Date: September 19, 2024
THE CITY OF FORT WORTH, IN TARRANT, DENTON, PARKER, JOHNSON AND WISE
COUNTIES, TEXAS (the "Issuer") promises to pay to the Registered Owner named above, orthe 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:
Principal
Interest
Principal
Interest
Years
Amount
Rates
Years
Amount
Rates
2025
$ 1,560,000
1.73 %
2040
$ 1,900,000
2.43 %
2026
1,455,000
1.69
2041
1,945,000
2.51
2027
1,475,000
1.69
2042
1,995,000
2.56
2028
1,500,000
1.68
2043
2,050,000
2.61
2029
1,530,000
1.67
2044
2,105,000
2.65
2030
1,555,000
1.70
2045
2,160,000
2.69
2031
1,580,000
1.75
2046
2,220,000
2.72
2032
1,610,000
1.78
2047
2,280,000
2.75
2033
1,640,000
1.80
2048
2,345,000
2.77
2034
1,670,000
1.83
2049
2,410,000
2.80
2035
1,700,000
1.98
2050
2,480,000
2.81
2036
1,735,000
2.09
2051
2,550,000
2.83
2037
1,775,000
2.18
2052
2,625,000
2.84
2038
1,815,000
2.27
2053
2,700,000
2.85
2039
1,855,000
2.36
2054
2,780,000
2.86
and to pay interest thereon from the date of delivery specified above, on February 15, 2025 and
semiannually on each August 15 and February 15 thereafter to the maturity date specified above, or to the
date of redemption prior to maturity, at the interest rate per annum specified above.
f:
Exhibit C
to Forty -Third
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Forty -Third Supplement.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually in
accordance with such Section are as specified (and included in the Appendix or under the headings of the
Official Statement referred to) below:
Tables 1 through 15 contained in the Official Statement; and
"Excerpts from the Annual Financial Report", as set forth in Appendix B to the Official
Statement
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the
notes to the financial statements referred to above.
C-1
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Jannette S. Goodall, City Secretary of the City of Fort Worth, in the State of Texas, do hereby
certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open,
public meeting of the City Council of the City of Fort Worth, Texas held on August 27, 2024, and of the
ordinance authorizing the issuance of Water and Sewer System Revenue Bonds, Series 2024B CWSRF
(Village Creek), which was duly passed at said meeting, and that said copy is a true and correct copy of
said excerpt and the whole of said ordinance. Said meeting was open to the public, and public notice of the
time, place, and purpose of said meeting was given, all as required by Chapter 551, Texas Government
Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort
Worth, this day of , 2024.
City Secretary of the
City of Fort Worth, Texas
(SEAL)
The persons named below were, on the date of authorization of the Bonds, the duly
elected and qualified incumbents of the offices of the City set opposite their respective names,
and the signatures below are the genuine signatures of said officers. By signing below, such
officers hereby evidence their lawful signatures, adopt same as facsimiles for the purpose of
executing the Bonds and attest to the truthfulness of the foregoing certifications.
"UAL SIGNAIURES OFFICIAL TITLES
Mattie Parker, Mayor
City of Fort Worth, Texas
Jannette S. Goodall, City Secretary
City of Fort Worth, Texas
Leann Guzman, City Attorney
City of fort Worth, Texas
Before me, on this day personally appeared the foregoing individuals, known to me to be
the officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this day of 2024.
. *' RONALD P GONZALES Notary Public
Notary ID N10520616
;,� '• My commission Expires
May 17, 2028
(Notary Sea
General and No -Litigation Certificate Signature Page — City of Fort Worth, Texas
Water and Sewer System Revenue Bonds, Series 2024E CWSRF (Pillage Creek)
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
August 27, 2024, and of the ordinance authorizing the issuance of Water and Sewer System
Revenue Bonds, Series 2024B CWSRF (Village Creek), which was duly passed at said meeting,
and that said copy is a true and correct copy of said excerpt and the whole of said ordinance. Said
meeting was open to the public, and public notice of the time, place, and purpose of said meeting
was given, all as required by Chapter 551, Texas Government Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City
of Fort Worth, this _� day of $Q ��em , 2024.
U
(SEAL) gr �� F00000
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ecretary of the
fFort Worth, Texas
DATED as of September 19, 2024.
CITY OF FORT WORTH, TEXAS
By:
Reginald Zeno
Chief Financial Officer/Director of Financial Management Services
City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2024E CWSRF (Village Creek)
Exhibit "G"
CERTIFICATE OF ELECTION PURSUANT TO SECTION 148(fl(4)(C)
OF THE INTERNAL REVENUE CODE OF 1986
I, the undersigned, being the duly authorized representative of the City of Fort Worth, Texas (the "Issuer")
hereby state that the Issuer elects the provisions of section 148(f)(4)(C) of the Internal Revenue Code of 1986 (the
"Code"), relating to the exception to arbitrage rebate for temporary investments, as more specifically designated
below, with respect to the Issuer's Water and Sewer System Revenue Bonds, Series 2024B CWSRF (Village Creek)
(the "Bonds") which are being issued on the date of delivery of the Bonds. The CUSIP Number for the Bonds is stated
on the Form 8038-G filed in connection with the Bonds. The Issuer intends to take action to comply with the two-
year temporary investments exception to rebate afforded construction bonds under section 148(0(4)(C) of the Code
or any of the other exceptions available to the Issuer in accordance with section 1.148-7 of the Treasury Regulations.
Capitalized terms have the same meaning as defined in the Federal Tax Certificate.
® 1. PENALTY ELECTION. In the event that the Issuer should fail to expend the
"available construction proceeds" of the Bonds in accordance with the provisions of section
148(f)(4)(C) of the Code, the Issuer elects, in lieu of rebate, the penalty provisions of section
148(f)(4)(C)(vii)(I) of the Code.
® 2. RESERVE FUND ELECTION. The Issuer elects to exclude from "available
construction proceeds," within the meaning of section 148(f)(4)(C)(vi) of the Code, of the Bonds,
earnings on the Reserve Fund in accordance with section 148(f)(4)(C)(vi)(IV) of the Code.
® 3. MULTIPURPOSE ELECTION. The Issuer elects to treat that portion of the Bonds
the proceeds ofwhich are to be used for the payment of expenditures for construction, reconstruction
or rehabilitation of the Projects, as defined in the instrument authorizing the issuance of the Bonds,
in an amount which is currently expected to be equal to $ as a separate issue in
accordance with the provisions of section 148(f)(4)(C)(v)(II) of the Code. (Note: This election is
not necessary unless less than 75 percent of the proceeds of the Bonds will be used for
construction, reconstruction or renovation.)
® 4. ACTUAL FACTS. For purposes of determining compliance with section 148(0(4)(c)
of the Code (other than qualification of the Bonds as a qualified construction issue), the Issuer elects
to use actual facts rather than reasonable expectations.
® 5. NO ELECTION.
The Issuer understands that the elections which are adopted as evidenced by the check in the box
adjacent to the applicable provision are irrevocable. Further, the Issuer understands that qualification of the
Bonds for eligibility for the exclusion from the rebate requirement set forth in section 148(f) of the Code is
based on subsequent events and is unaffected by the Issuer's expectations of such events as of the date of
delivery of the Bonds. Accordingly, while failure to execute this cerdricate and to designate the intended
election does not Preclude qualification, it would preclude the Issuer from the relief afforded by such
election.
DATED: September 19, 2024.
City of Fort Worth, Texas
By:
Reginald eno
Chief Financial Officer/Director of Financial
Management Services
200 Texas Street, Third Floor, Southwest
Fort Worth, Texas 76102
Employer I.D. Number: 75-6000528
Exhibit D
The true and correct signature of the Mayor is as follows:
NUAL STOA:
E
OFFICIAL TITLE
Mayor
City of Fort Worth, Texas
Before me, on this day personally appeared Mattie Parker, Mayor, City of Fort Worth,
Texas, known to me to be the person whose name is subscribed to the foregoing instrument in
ray presence.
Given under my hand and seal of office this a9, oZDo� V
dr"
f Cameo ion Expires
.. fo Mo 30"250
C6 " -
Notary Public
Signature Identification - Mayor - Exhibit D — Water/Sewer General Certificate
D- l
The true and correct signature of the City Secretary is as follows:
MANUAL SIGNATURE
OFFICIAL TITLE
City Secretary
City of Fort Worth, Texas
Before me, on this day personally appeared Jannette S. Goodall, City Secretary, City of
Fort Worth, Texas, known to me to be the person whose name is subscribed to the foregoing
instrument in my presence. r
Given under my hand and seal of office this +
RONALD P GONZALES
i� t Notary ID #10520616
+ Y My Commission Expires
May 17, 2028
')ZW I? 6w�
otary Public
Signature Identification - City Secretary - Exhibit D - Water/Sewer General Certificate
D-2
The true and correct signature of the City Attorney is as follows:
MANUAL SIGNATURE
OFFICIAL TITLE
City Attorney
City of Fort Worth, Texas
Before me, on this day personally appeared Leann Guzman, City Attorney, City of Fort
Worth, Texas, known to me to be the person whose name is subscribed to the foregoing
instrument in my presence.
Given under my hand and seal of office this U � C:�?
LATANYA SHANEL KELSEY
�� Natary Public, State of Texas V/1
y r? Comm. Expires 03-07.2028 sot�ry PuEmC
°;,,++` NotarylD132223075
Signature Identification - City Attorney - Exhibit D - Water/Sewer General Certificate
D-3
ADOPTED AND EFFECTIVE Augu
City of Fort Worth, Texas
Cit ecretary,
Ci f Fort Worth, Texas
(SEAL)
APPROVED AS TO FORM AND LEGALITY:
fty Attorney,
City of Fort Worth, Texas
Signature Page — Ordinance Authorizing Issuance of Series 2024E CWSRF (village Creek)
Water and Sewer System Revenue Bonds
27