HomeMy WebLinkAboutOrdinance 15386ORDINANCE NO. J ~1C5 ~o
TENTH SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE REFUNDING..
AND IlVIPROVEMENT BONDS, SERIES 2003
THE STATE OF TEXAS
COUNTIES OF TA]31tANT AND DENTON
CITY OF FORT WORTH
WHEREAS; the City of Fort Worth, Texas (the "City" or the "Issuer"), a "home-rule" city
operating under ahome-rule charter adapted 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 to the terms of a "Master Ordinance
Establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program"
(the "Master Ordinance"); and
WHEREAS, unless otherwise defined herein, terms used herein shall have the meaning given
in the Master Ordinance; and
WHEREAS, the Master Ordinance authorizes revenue supported indebtedness to be issued,
incurred or assumed pursuant. to the terms of supplemental ordinances (any such ordinance being a
"Supplement"); and
WHEREAS, pursuant to the terms of the Master Ordinance, .the City has adopted nine
Supplements (designated as the "First Supplement","Second Supplement", "Third Supplement",
"Fourth Supplement", "Fifth Supplement", "Sixth Supplement", "Seventh Supplement", "Eighth
Supplement" and "Ninth Supplement", respectively, and the "Prior Supplements", collectively)
pursuant to which (i) the City of Fort Worth, Texas Water and Sewer System Revenue Refunding
Bonds,- Series 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 ofFort 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
ofFort Worth, Texas Water and Sewer System Revenue Bonds, Series 2000, the City ofFort Worth,
Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2000B and the
City.of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2001 were issued, and
(ii) the City entered into two respective ISDA Master Agreements (referred to herein as the "Swap
Agreements"), one with Lehman Brothers Special Financing Inc., and the other with GBDP, L.P.;
and
WHEREAS, the aforesaid Series 1991A Bonds and the Series 1991B Bonds issued pursuant
to the terms of the First Supplement are no longer are outstanding, and the aforesaid Series 1993
Bonds, Series 1996 Bonds, Series 1997 Bonds, Series 1998 Bonds, Series 2000 Bonds, Series 2000B
Bonds and Series 2001 Bonds are hereinafter referred to as the "Previously Issued ParityBonds"; and
WI~REAS, the Swap Agreements entered into pursuant to the terms of the Fourth
Supplement by their respective terms have expired,.and the City has no further obligations thereunder;
and
WHEREAS, the Previously Issued Parity Bonds are secured by a first lien on and pledge of
the Pledged Revenues of the System; and
WI-IEREAS; in addition to the Previously Issued Parity Bonds, the City has authorized the
issuance ofup to $75,000,000 ofits Water and Sewer System Commercial PaperNotes, Series A (the ,
"Commercial Paper Notes"), for the purpose of providing a method of interim financing to improve
and extend the City's Water and Sewer System; and
WHEREAS, in connection with the Commercial Paper Notes, the City has obtained aline of
credit from Westdeutsche Landesbank Girozeritrale, New York Branch (the "Bank"); and
WHEREAS, the obligations of the City under the agreement with the Bank are secured by
a lien on and pledge of the Pledged Revenues of the System, subordinate to the lien on and pledge
of the Pledged Revenues of the System in favor of the owners of the Previously Issued Parity Bonds;
and
WHEREAS, the City currently does not have any Commercial Paper Notes outstanding; and
. WHEREAS, it is deemed advisable and to the best interest of the City, and the City Council
of the City has determined, to refund the outstanding obligations of the City described in Schedule
I attached to this Ordinance (the "Refunded Bonds") to achieve a debt service savings with respect
to the Refunded Bonds; and
WI~REAS, in addition to refunding the Refixnded~Bonds, the City deems it appropriate to
issue the hereinafter authorized bonds for the purpose of extending and improving the System; and
WHEREAS, the City.Council has adopted this Tenth Supplement to the Master Ordinance
in accordance with the provisions of the Master Ordinance and the bonds hereinafter authorized shall
hereafter constitute Parity Obligations under the Master Ordinance; and `
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
Chapters 1207 and 1502, Texas Government Code,.for the purposes set forth above.
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NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS:
SECTION 1. DEFIl~IITIONS. In addition to the definitions set forth in the preamble of this
Tenth Supplement, the terms used in this Tenth .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 Tenth Supplement. Any references in this Tenth Supplement to the "FORM
OF BOND" shall be to the form of the Bonds as set forth in Exhibit B to this Tenth Supplement.
Section 2. BONDS AUTHORIZED. That the "City ofFort Worth, Texas Water and Sewer
System Revenue Refunding and Improvement Bonds, Series 2003" are hereby authorized to be issued
in the aggregate principal amount of $86,495,000, for the purpose of (i) refunding the Refunded
Bonds and (ii) extending and improving the System.
Section 3. DATE AND MATURITIES; INTEREST. That the Bonds. shall be dated January
1, 2003, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be
numbered consecutively from R-l upward, shall bear interest at therates, and shall mature'on
February 15 in each of the years, and in the amounts, respectively, asset forth in the following sched-
ule:
YEARS PRINCIPAL ($1 INTEREST RATE (%)
2004 ~ , 3,195,000 ~ 3.000
2005 ~ 5,950,000. 4.000
2006 6,250,000 5.000
2007 6,495,000 5.000
2008 6, 860,000 5.000
2009 _ 7,230,000 5.000
2010 7, 510,000 5.000
2011 3,795,000 5.000
2012 3,895,000 5.000
2013 2,705,000 5.250
2014 2,825,000 5.375
2015 ~ 2,650,000 5.375
2016 2,800,000 5.375
2017 2,995,000 5.500
2018 3,120,000 5.375
2019 3,290,000 5.375
2020 3,465,000 5.000,
2021 3,645,000 5.000
2022 3,830,000 5.000.
2023 4,030,000 5.000
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Interest on the Bonds shall be calculated on the basis of a 3'60-day year consisting of twelve 30-day
months. Said interest 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. RIGHT OF PRIOR REDEMPTION. (a) Redemption. That~the City reserves the
right to redeem the Bonds in the manner, on the dates, and in the amounts described in the FORM
OF BOND set forth in Exhibit B to this Ordinance. In addition, notice of such redemption shall be
provided in the manner, and as provided in, Sections 4(b) and 4(c) hereof, but the failure to provide
such notice as described in Section 4(c) hereof shall not affect the validity or effectiveness of the
proceedings for the redemption of the Bonds, as the manner of notice as described in Section 4(b)
hereof acid in the FORM OF BOND shall govern and control as the method by which the notice of
the redemption of Bonds shall be effected; provided, that during any period in which ownership of
.the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than
all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the
particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with
the arrangements between the City and the securities depository.
(b) 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 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 1VIai1, first-class postage
prepaid, addressed to each such owner at the address thereof shown on the Registration Books of
the Paying Agent/R.egistrar and (ii) a notice of such redemption shall be published one time, at least
30 days prior to the date fixed for such redemption, iri a journal or publication of general circulation
in the United States of America which carves 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 of notice as described
in clause (ii) above shall be the only notice actually required in connection with or as a prerequisite
to the redemption of any Bonds. By the date fixed for any such redemption due provision shall be
made by the 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, plus accrued interest thereon to
the date fixed for redemption. If such notice of redemption is given, and if due provision for such
payment is made, all as provided above, the Bonds, or the portions thereof which are. to be so
redeemed, thereby automatically shall be redeemed priorto their scheduled maturities, and shall not
bear interest after the date fixed for their redemption, and shall not be regarded as being outstanding
except fo'r the right of the owner to receive the redemption price plus accrued interest to the date
fixed for redemption from the Paying Agent/Registrar out of the fixnds.provided for such payment.
The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal
of the Bonds or any portion thereof. If a portion of any Borid shall be redeemed, a substitute Bond
or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000 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 Tenth
Supplement. The maturities of Bonds to be .called for redemption shall be determined by the City.
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The Bonds or portions to be redeemed within each such maturity shall be selected by lot or other
customary random method selected by the Paying Agent/Registrar (provided that a portion of a Bond
may be redeemed only in an integral multiple of $5,000). The City shall give written notice to the
Paying Agent/Registrar of any such redemption of Bonds at least 60 calendar days (or such shorter.
period as is acceptable to the Paying Agent/Registrar) prior to such redemption.
(c) Notice to Securities Depositories. (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 each registered securities depository 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/R.egistrar shall send a second notice of redemption to the
persons specified in the immediately preceding sentence at least thirty (30) days but not more than
ninety (90) days prior to the actual redemption date. Any notice sent to the registered securities
depositories 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
Tenth Supplement, shall contain a description of the Bonds to be redeemed including the complete
name of the Bonds, the series, the date of issue, the interest rate, the maturity date, the CUSIP
number, if any, the amounts called for redemption, the publication and mailing date for the notice,
the date of redemption, the redemption price, the name ofthe Paying Agent/Registrar and the address
at which the Bond maybe 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 Exchan~e~ Authentication. The City shall keep or cause to be kept at the designated corporate
trust office of Bank One; National Association (the "Paying AgentlRegistrar"), books or records for
the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"),
and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep
such books or records and make such registrations of transfers, conversions and exchanges under
such reasonable regulations as the City and the Paying Agent/Registrarrnay prescribe; and the Paying
Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein pro-
vided. The City Manager or any Assistant City Manager is hereby authorized to execute a "Paying
Agent/Registrar Agreement" in substantially the form attached hereto. The Paying Agent/Registrar
shall obtain and record in the Registration Books the address of the owner of each Bond to which
payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of
each owner to notify the Paying Agent/Registrar in writing of the address to which payments shall
be mailed, and such interest payments shall not be mailed unless such notice has been given. The City
shall have the right to inspect at the Designated Trust Office the Registration Books during regular
business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep
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the Registration Books confidential and, unless otherwise required by law, shall not permit their
inspection by any other entity. Except as otherwise provided in the FORM OF BOND, the owner
of each Bond requesting a conversion, transfer, exchange and delivery of such Bond shall pay the'
Paying Agent/Registrar's standard or customary fees and charges for making such registration,
transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of
assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided
and with the effect stated in the 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- such Certificate is so executed; the foregoing notwithstanding, such
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/Registrarshah provide for the printing, execution, and
delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1206, Texas
Government Code, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed
upon the Paying Agent/Registrar, and, upon the execution of said 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 Tenth Supplement, ap-
proved by the Attorney General, and registered by the Comptroller of Public Accounts. As of the
date this Tenth Supplement is approved by the City, the Designated Trust Office is the Columbus,
Ohio corporate trust office of Bank One, National Association.
(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 Tenth 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) maybe converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be ,
signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be
payable; and (viii) shall be administered and the Paying Agent/Registrarcnd 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 Tenth 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 Tenth Supplement the Paying AgentlRegistrar shall execute the
Authentication Certificate.
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(d) Substitute Paying A eng t/Re is~ trar. The City covenants with the owners ofthe 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/Registrarfnr the Bonds under this Tenth 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 120 days written notice to the Paying Agent/Registrar, to be effective not later than 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/Registrarundey this Tenth Supplement.
Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrarpyomptly 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 not-
ice 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 Tenth Supplement, and a certified copy of
this Tenth Supplement shall be delivered to each Paying Agent/Registrar.
Section 6. FORM OF BONDS. (a) That the form of all Bonds, including the form of the
Paying Agent/Registrar's.Ceytificate, the form of Assignment, and the form of the Comptroller's
Registration Certificate to be attached only to the Bonds initially issued and delivered pursuant to this
Tenth Supplement, shall be, respectively, substantially as set forth in Exhibit B, with such appropriate
variations, omissions, or insertions as are permitted or required by this Tenth Supplement and the
Bond Purchase Agreement.
(b) 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. ESTABLISI3MENT 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
canbe incurred. This Tenth 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
apart 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
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Pledged Revenues to satisfy the Annual Debt Service Requirements of the System and to meet all
financial obligations of the City relating to the System.
Section 8. PLEDGE. (a) That the Bands are and shall be secured by and payable from a first
lien on and pledge of the Pledged Revenues; and the Pledged Revenues are further pledged to the
establishment and maintenance of the Debt Service Fund, and to the Reserve Fund .to the extent
hereinafter provided. The Bonds are and will be secured by and payable only from the Pledged
Revenues; and are not secured by or payable from a mortgage or ,deed of trust on any properties,
whether real, personal, or mixed, constituting the System.
(b) Chapter 1208, Texas Government Code, 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, Texas Business & Commerce. Code, then in
order to preserve to the registered owners of the Bonds the perfection. of the security interest in said
pledge, the City agrees to take such measures as it determines are. reasonable and necessary under
Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code
and enable a filing to perfect the security interest in said pledge to occur.
Section 9. DEBT SERVICE FUND ACCOUNTS. That within the Debt Service.Fund there
shall be established an account to be known as the "Series 2003 Bonds Mandatory Redemption
Account" (the "Mandatory Redemption Account"), into which shall be credited the sinking fund
payments, if any, set forth in the FORM OF BOND. The Mandatory Redemption Account shall be
used for the payment of the principal of Term Bonds as the .same shall come due; whether by maturity
thereof or by redemption, through the operation of the Mandatory Redemption Account.
Section 10. RESERVE FUND.. That deposits to the credit of the Reserve Fund shall be
made in the manner described in Section 12(b) of this Tenth Supplement.
Section 11. INVESTMENTS. That money in the Reserve Fund created under this Tenth
Supplement shall not be invested in securities with an average aggregate weighted maturity of greater
than seven years. The value of the Reserve Fund, in addition to the annual determination described
in the Master Ordinance, shall be established at the time or times withdrawals are made therefrom.
Investments shall be sold promptly when necessary to prevent any default in connection with the
Bonds. Earnings derived from the investment of moneys on deposit in the various Funds and
Accounts shall be credited to the Fund or Account from which moneys used to acquire such
investment shall have come.
Section 12. FLOW OF FUNDS. That all monies in the System Fund not required for paying
Operating Expenses during each month shall be applied by the City, on or before the 10th day of the
following month, commencing .during the months and in the order of priority-with respect to the
Funds and Accounts that such applications are hereinafter set forth in this Section.
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(a) Debt Service Fund - To the credit of the Debt Service Fund, in the following order of
priority, to-wit:
(1) such amounts, deposited in approximately equal monthly installments,
commencing during the month in which the Bonds are delivered, or the- month thereafter if
delivery is made after the 10th day thereof, as will be sufficient, together with other amounts,
if any, in the Debt Service Fund available for such purpose, to pay the interest scheduled to
come due on the Bonds on the next succeeding interest payment date; and
(2) ,such amounts, deposited in approximately equal monthly ,installments,
commencing during the month which shall be the later to occur of, (i) the twelfth month
before the first maturity date of the Bonds, or (ii) the month in which the Bonds are delivered,
or the month thereafter if delivery is made after the 10th day thereof, as will be sufficient,.
together with other amounts, if any, in the Debt Service Fund available for, such purpose, to
pay the principal (including mandatory sinking fiend 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. To the credit of the Reserve Fund, there shall be deposited from the
proceeds of the Bonds.$2,300,000.00, which amount, together with other amounts, if any, in the
Reserve Fund, shall cause the amount on deposit to the credit ofthe Reserve Fund equal the Required
Reserve Amount. When and so long as the Reserve Fund Obligations in the Reserve Fund are not
less than the Required Reserve. Amount, no deposits need be made to the credit of the Reserve Fund.
When and if the Reserve Fund at any time contains less than the Required Reserve Amount due to
any cause or condition then, subject and subordinate to making the required deposits to the credit of
the Debt Service Fund, commencing with the month during which such deficiency occurs, such deft-
ciency 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: Reimbursements to the provider, if any, of a Credit
Facility shall constitute the making up of a deficiency to the extent that such reimbursements result
in the reinstatement, in whole or in part, as the case maybe, of the amount of the Credit Facility.
Section 13. PAYMENT OF BONDS. That on or before the first scheduled interest payment
date, and on or before each interest payment date and principal payment date thereafter while any.of
the Bonds are Outstanding and unpaid, the City shall make available to the Paying Agent/Registrar,
out of the Debt Service Fund (and the Reserve Fund, if necessary) monies sufficient to pay such
interest on and such principal amount of the Bonds, as shall become due on such dates, respectively,
at maturity or by redemption prior to maturity. The Paying Agent/Registrar shall destroy all paid
Bonds and furnish the City with an appropriate certificate of cancellation or destruction.
Section 14. COVENANTS REGARDING TAX-EXEMPTION. That the Issuer covenants
to refrain from any action which would adversely affect, or to take such action as to ensure, the
treatment of the Bonds as obligations described in section 103 of the Code, the interest on which is
not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the Issuer covenants as follows:
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(a) to take any action to assure that no more than ten percent of the proceeds of the
Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any)
are used for any "private business use", as defined in section 141(b)(6) of the Code or, if
more than ten percent 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 Ordinance
or any underlying arrangement, directly or indirectly, secure or provide for the payment of
more than ten percent of the debt service on the Bonds, in contravention of section 141(b)(2)
of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds five percent of the proceeds of the Bonds or the
projects .financed therewith (less amounts deposited into a reserve fund,. if any) then the
amount in excess of five percent is used fora "private business use" which is "related" and not
"disproportionate", within the meaning ofsection 141(b)(3).oftheGode, to the governmental
use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent 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) ofthe 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) ofthe Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with -
(1) proceeds ofthe Bonds invested for a reasonable temporary period ofthree
years or less or, in the case of a refunding bond, for a period of 30 days or less 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
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the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refundings); and _
(h) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90
percent ofthe "Excess Earnings", within the meaning of section 148(f) ofthe Code and to pay
to the United States of America, not later than 60 days after the Bonds have been paid in full,
100 percent of the amount then required to be paid as a result of Excess Earnings under
section 148(f j of the: Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term
"proceeds" included "disposition proceeds" as defined in the Treasury Regulations and, in the case
of a refunding 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 ofthe 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 exemptian 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 ofnationally-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 Director of Finance may execute any certific~.tes or other reports required by the
Code and to make such elections, on behalf of the City, which maybe permitted by the Code as are
consistent with the purpose for the issuance of the Bonds. In order to facilitate compliance with the
above clause (h), a "Rebate Fund" is hereby established by the -City for the sole benefit of the United
States of .America, and such Rebate Fund shall not be subject to the claim of any other person,
'including without limitation the registered owners of the Bonds. The Rebate Fund is established for
the additional purpose of compliance with section 148 of the Code.
Section 15. AMENDMENT OF TENTH SUPPLEMENT. (a) 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 Tenth 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 amend-
ment of the terms and conditions in this Tenth Supplement or in the Bonds so as to:
(1) Make any change iri 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;
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(6) Amend this clause (a) of this Section; or
(7) Ghange 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) That if at any time the City. shall desire to amend the Tenth 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 successive calendar weeks.
Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy
thereof is on file at the principal office of the Paying Agent/Registrar for inspection by all owners of
the Bonds. Such publication is not required, however, if notice in writing is given to each owner of
the Bonds.
(c) That whenever at any time not less than 30 days, and within one year, fromthe 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 governing
body of the City may pass such amendment in substantially the same forma
(d) That upon the passage of any such amendment. pursuant to the provisions of this Section,
this Tenth Supplement shall be deemed to be amended in accordance with such amendment, and the
respective rights, duties and obligations under this Tenth Supplement of the City and all the owners
of then Outstanding Bonds shall thereafter be determined, exercised and enforced hereunder, subject
in all respects to such amendment.
(e) 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 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 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 thereofwith 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) The foregoing provisions of this Section notwithstanding, the City by action of the City
Council may amend this Tenth 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 Tenth Supplement
contained, other covenants and agreements thereafter to be observed, grant additional rights
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or remedies to the owners of the Bonds or to surrender, restrict or limit any right or power
herein reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Tenth Supplement, or
in regard to clarifying matters or questions arising under this Tenth Supplement, as are neces-
sary or desirable and not contrary to or inconsistent with this Tenth 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 Tenth Supplement in any other respect
whatever, provided that such modification shall be, and be expressed to be, effective only
after the Bonds Outstanding at the date of the adoption of such modification. shall cease to
be Outstanding;
(4) To make such amendments to this Tenth Supplement as may be required, in the
opinion ofBond Counsel, to ensure compliance with sections 103 and 141 through 150 ofthe
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
Tenth Supplement and which shall not adversely affect the interests of the owners of the
Bonds;
(6) 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
(7) 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) Ownership of the Bonds shall be established by the Registration Books maintained by
the Paying Agent/Registrar, in its capacity as registrar and transfer agent for the Bonds.
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Section 16. DAMAGED, MUTILATED, LOST, STOLEN, bR DESTROYED BONDS.
(a) That in the event any Outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the
Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same
principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed
Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall
be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the
applicant for a replacement bond shall furnish to the City and to the Paying Agent~Registrar such
security or indemnity as may be required by them to save each of them Harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the
applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of
the loss, theft, or destruction of such- Bond, as the case may be. Iri every case of damage or
mutilation of a Bond, the applicant shall surrender to the Paying Agent/Registrarfnr cancellation the
Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions ofthis Section, in the event any such Bond shall
have matured, and no default has occurred which is then continuing in the payment of the principal
of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the
same (without surrender thereof except- in the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provided security or indemnity is furnished as above provided in this
Section.
(d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge
the owner of such Bond with all legal, printing, and other expenses in connection therewith. Every
replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond
is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the
lost, stalen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits ofthis Tenth Supplement equally and. proportionately with any and all other
Bonds duly issued under this Tenth Supplement. -
(e) In accordance with Chapter 1206, Texas Government Code, this Section of this Tenth
Supplement shall constitute authority for the issuance of any such replacement bond without necessity
of further action by the governing body of the City or any other body 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 6(a) of this Tenth Supplement for Bonds issued in exchange for
other Bonds.
Section 17. CONT~'ViTING DISCLOSURE UNDERTAKIl~TG. (a) Annual Reports. (i)
The City shall provide annually to each NRIVISIR and any SID, within six months after the end of
each Fiscal Year ending.in or after 2003, financial information and operating data with respect to the
City of the general type included in the final Official Statement authorized by Section 24 of this
Ordinance, being the information described in Exhibit C hereto. Any financial statements so to be
provided shall be (1) prepared in accordance with the accounting principles described in Exhibit C
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hereto, or such other. accounting principles as the City maybe 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 the period during which they must be provided. If the
audit of such. financial statements is not complete within such period, then the City shall provide
unaudited financial statements within such period and shall provide audited financial statements for
the applicable Fiscal Year to each NRMSIR and any SID, when and if the audit report on such
statements becomes available.
(ii) Ifthe City changes its Fiscal Year, it will notify each 1`ZRMSIR and any SID ofthe 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 maybe set forth in full in one
or more documents or maybe 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 each NRMSIR and any SID or filed with the SEC.
(b) Material Event Notices. The City shall notify any SID and either each NRIVISIR or the
MSRB; in a timely manner, of any of the following events with respect to the Bonds, if such event
is material within the meaning of the federal-securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws 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 or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale ofproperty securing repayment oftheBonds; and
11. Rating changes.
The City shall~notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any
failure by the City to provide financial information or operating-data in accordance with subsection
(a) of this Section by the time required by such subsection:
(c) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that
the City in any event will give notice of any deposit made in accordance with this Ordinance or
applicable.law that causes Bonds no longer to be outstanding. .
(ii) The provisions of this Section-are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right,.remedy, or claim hereunder to any other person. The City undertakes to provide only
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the financial information, operating data, financial statements, and notices which it has expressly
agreed to provide pursuant to this Section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's financial results,
condition, or prospects or to update any information provided in accordance with this Section or
otherwise, except as expressly provided herein. The City does not make any representation or
warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any
future date.
(iii) UNDERNO CIRCUMSTANCES SHALLTHE CITYBELIABLE TO THEHOLDER
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, WITHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERS ON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIlVIITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under this Section shall.
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws. .
(v) 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 it law, or a change
in the identity,. nature, status, or type of operations of the City, but only if (I) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments or
interpretations of the Rule, since such offering as well as such changed circumstances and (2) either
(a) the Holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds
consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the interest of
the holders and beneficial owners of the Bonds. If the City so amends the provisions of this Section,
it shall include with any amended financial information or operating data next provided in accordance
with subsection (a) ofthis 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 18. TENTH 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 Tenth 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 Tenth Supplement by the City and the covenants aril
agreements set forth in this Tenth 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
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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 Tenth Supplement.
Section 19. SEVERABILITY OF INVALID PROVISIONS. That if any one or more. ofthe
covenants, agreements, or provisions herein contained shall be held contrary to any express provisions
of law or contrary to the policy of express law, though not expressly prohibited, 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 shal'1 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 20. PAYMENT AND PERFORCE ON BUSINESS DAYS. That, except as
provided to the contrary in the FORM OF BOND .set forth in Exhibit B to this Tenth Supplement,
whenever under the terms of this Tenth Supplement or the Bonds, .the performance date of any
provision hereof or thereof, including the payment of principal of or interest on the Bonds,. shall occur
on a day other than a Business Day, then the performance thereof, including the payment of principal
of and interest on the Bonds, need not be made on such day but may be performed or paid, as the
case maybe, on the next succeeding Business Day with the same force and effect as ifmade on the
date, of performance or payment.
Section 21. LIlVIITATION OF BENEFITS WITH RESPECT TO THE .TENTH
SUPPLEMENT. That with the exception ofthe rights or benefits herein expressly conferred, nothing
expressed or contained herein or implied from the provisions of this Tenth 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 Tenth Supplement or any covenant, condition, stipulation, promise,
agreement, or provision herein contained. This Tenth Supplement and all of the covenants,
conditions, stipulations, promises, agreements, and provisions hereof are intended to be and shall be
for and inure to the sole and .exclusive benefit of the City, the Holders, and the Paying
Agent/Registrar as herein and therein provided.
Section 22 FURTHER PROCEDURES. That the Mayor, the City Manager, any Assistant
City Manager, the Director of Finance, the City Secretary or any Assistant City Secretary, and all
other officers, employees, and ,agents of the City, and each of them, shall be and they are hereby
expressly authorized, empowered, and directed from time to time and at anytime to do and perform
all such acts and things and to execute, acknowledge, and deliver in the name and under the seal and
on behalf of the Issuer all such instruments, whether or not herein mentioned, as maybe necessary
or desirable in order to carry out the terms and provisions of this Tenth Supplement, the Bonds, the
offering documents prepared in connection with the sale of the Bonds, or the Paying Agent/R.egistrar
Agreement described in Section 5 hereof. In case any officer whose signature appears on any Bond
shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be
valid and sufficient for all purpose the same as if he or she had remained in office until such delivery.
Section 23. APPROVAL AND REGISTRATION OF BONDS. That the City Manager of
the City is hereby authorized to have control of the Bonds and all necessary records and proceedings
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pertaining to the Bonds pending their delivery and their investigation, examination and approval by
the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts ofthe State ofTexas. Upon registration ofthe Bonds, said Comptroller ofPublic Accounts
(or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's
Registration Certificate accompanying the Bonds, and the seal of said Comptroller shall be impressed,
or placed in facsimile, on each such certificate.
Section 24. SALE OF BONDS. (a) That the sale of the Bonds to the Underwriters is
hereby authorized. The Bond Purchase Agreement, in substantially the form attached to this Tenth
Supplement, which shall set forth the terms of the sale of the Bonds to the Underwriters, is hereby
accepted, approved and authorized to be delivered in executed form to the Underwriters.
(b) That the offering documents prepared in connection with the sale of the Bonds, in
substantially the form attached to this Tenth Supplement, are hereby accepted, approved and
authorized to be delivered in executed form to the Underwriters. The use of the "Preliminary Official
Statement" prepared in connection with the sale of the Bonds is hereby ratified.
(c) The sale of the Bonds for the purpose of refunding the Refunded Bonds is being effected
in order to achieve a net present value savings to the City and to the System of $2,670,739.08 and
a gross savings of $4,012,199.99. The Refunded Bonds are hereby called for redemption prior to
their scheduled maturities on the dates, and at the prices as described in Schedule I to this Tenth.
Supplement. The Director of Finance is hereby authorized to take such steps as are necessary to
cause notice of such redemption to be made in accordance with the terms of the ordinances
authorizing the issuance of the Refunded Bonds.
(d) The proceeds from the sale of the Bonds shall be used in the manner described in the letter
of instructions executed on behalf of the City. The foregoing notwithstanding, proceeds representing
accrued interest on the Bonds shall be deposited to the credit of the Debt Service Fund and proceeds
representing premium on the Bonds shall be deposited to the credit of the Reserve Fund or be used
to pay costs of constructing improvements and extensions to the System.
Section 25. DTC REGISTRATION. The Bonds initially shall be issued and delivered in such
manner that no physical distribution of the Bonds will be~made to the public, and The Depository
Trust Company ("DTC "),New York,. New York, initially will act as depository for the Bonds. DTC
has represented that it is a limited purpose trust company incorporated. under the laws of the State-
ofNew York, a member of the Federal Reserve System, a "clearing corporation" within the meaning
of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A
of the Securities Exchange Act of 1934, as amended, and the City accepts, but in no way verifies,
such representations. The Bonds initially authorized by this Tenth Supplement shall be delivered to
and registered in the name of CEDE & CO., the nominee of DTC. It is expected that DTC will- hold
the Bonds on behalf of the Underwriters and their respective participants: 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 abook-entry system which will identify ownership of the Bonds in integral amounts of
$5,000, with transfers of ownership being effected on the records of DTC and its participants
pursuant to rules and regulations established by them, and that the Bonds initially deposited with DTC
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shall be~ immobilized and not be further exchanged for substitute Bonds except as hereinafter
provided. The City is not responsible or liable for any functions of DTC, will not be responsible for
paying any fees or charges with respect to its services, will not be responsible or liable for
maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any
interests or rights of the beneficial owners of the Bonds. It shall be the duty of the DTC Participants,
as defined in the Official Statement herein approved, to make all arrangements with DTC to establish
this book-entry system, the beneficial ownership of the Bonds, and the method of paying the fees and
charges of DTC. The City does not represent, nor does it in any way covenant that the initial book-
entry system established with DTC will be maintained in the future. Notwithstanding the initial
establishment of the foregoing book-entry system with DTC, if for any reason any of the originally
delivered Bonds is duly filed with the Paying Agent/Registrar with proper request for transfer and
substitution, as provided for in this Tenth Supplement, substitute Bonds will be duly delivered as
provided in this Tenth 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-
entrysystem, 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 26. ALLOCATION OF, AND LIMITATION ON, EXPENDITI:TRES FOR TIC
PROTECT. 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 and Section 27 hereof as a "Project")
by allocating proceeds to expenditures within 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 60 days
after the later of (a) the fifth anniversary of the date of delivery of the Bonds or (b) the date the Bonds
are retired, unless the City obtains an opinion ofnationally-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.
Section 27. DISPOSITION OF PROJECT. ~ That the City covenants that the property
constituting a Project or any project financed with the proceeds of Refiznded 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 anopinion ofnationally-recognized bond counsel substantially
to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the
Bonds or the Refunded Bonds. For purposes ofthis 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.
Section 28. ESCROW AGREEMENT. That the City Manager of the City is hereby
authorized and directed to execute, the City Secretary is authorized to attest, and the City Attorney
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is authorized to approve as to form, on behalf of the City, the Escrow Agreement covering the use
of the moneys to be deposited in accordance with the terms thereof, for the benefit of the holders of
the Refunded Bonds being retired with a portion ofthe proceeds from the sale ofthe Bonds, the form
of which being in substantially the form attached to this Tenth Supplement.
Section 29. DELIVERY OF DOCUMENTS TO AMBAC. That the Director of Finance
is hereby directed to send to Ambac Assurance Corporation copies of the Tenth Supplement and the
final Official Statement prepared in connection with the sale of the Bonds promptly after the date of
adoption of this Tenth Supplement.
Section 30. PREAMBLE. That the preamble to this Tenth Supplement is hereby
incorporated by reference, and is to be considered a part of the operative text of this Tenth
Supplement.
Section 31. IlVIlVIEDIATE EFFECT. That this Tenth 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.
.SIGNED AND SEALED THIS 7TH DAY OF JANUARY, 2003 .
~~.~~~
Mayor,
City of Fort Worth, Texas
(SEAL)
.OVED AS TO FORM AND LEGALITY:
~~
City Attorney
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SCHEDULE I
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM
SUBORDINATE LIEN REVENUE BONDS, SERIES 1991, dated September 1,
1991, bonds maturing on March 1 in each of the years 2004 through 2012, inclusive,
in the following principal amounts:
2004 $ .900,000.
2005 $ 900,,000
2006 ~ $1,000,000
2007 $1, 000, 000
2008 $1,100,000
2009 $1,200,000
2010 $1,200,000
2011 $1,300,000
2012 $1;3 00,000
aggregating $9,900,000 in principal amount; REDEMPTION DATE: April 1, 2003
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM
SUBORDINATE LIEN REVEZ\1LTE BONDS, SERIES 1992, dated September 1,
1992, bonds maturing on March 1 in each of the years 2004 through 2014, inclusive,
in the following principal amounts:
2004 $600,000
2005 $600,000
2006 • $600,000
2007 $600,000
2008.. $600,000
2009 $600,000
2010 $600,000
2011 $600, 000
2012 $600, 000
2013 $600,000
2014 $600,000
aggregating $6,600,000 in principal amount; REDEMPTION DATE: April 1, 2003
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CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE
REFUNDINGBONDS, SERIES 1993, dated September 1,1993, all bonds maturing
on February 15 in each of the years 2004 through 2010, inclusive, in the following
principal amounts:
2004 $2,93 5',000
2005 $3,080,000
2006 $3,225,000
2007 $3,380;000
2008 $3,550,000
2009 $3,725,000
2010 $3,915,000
aggregating $23,810,000 inprincipal amount; REDEMPTION DATE: April 1, 2003
The redemption price for all of the obligations described above is par plus accrued interest to the date
fixed for redemption.
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EXHIBIT A
That, as used in this Terith Supplement, the following terms shall have the meanings set forth
below, unless the text hereof specifically indicates otherwise:
"Authentication Certificate" shall have the meaning given said term in Section 5(a) of the
Tenth Supplement.
"Bank" shall have the meaning given said term in the preamble to the Tenth Supplement.
"Bond Purchase Agreement" means the Bond Purchase Agreement, dated January 7, 2003,
by and among the City and the Underwriters.
"Bonds" means the Series 2003 Bonds.
"Business Day" means a day other than a Sunday, Saturday, a legal holiday, or a day on which
banking institutions in the city where the principal corporate trust office ofthe Paying Agent/Registrar
is located are authorized by law or executive order to close.
"Commercial Paper Notes" shall have the meaning given said term in the preamble to the
Tenth Supplement.
"Eighth Supplement" means the ordinance authorizing the issuance of the Series 2000B
Bonds.
"Escrow Agreement" shall mean the Escrow Agreement between the City and .JPMorgan
Chase Bank, executed and delivered in connection with the refunding of the Refunded Bonds.
"Fifth Supplement" means the ordinance authorizing the issuance of the Series 1997 Bonds.
"Master Ordinance" means the "Master Ordinance establishing the City ofFort Worth Texas
Water and Sewer System Revenue Financing Program", passed by the City on December 10, 1991.
"MSRB" means the Municipal Securities Rulemaking Board.
"Ninth Supplement" means the ordinance authorizing the issuance ofthe Series 2001 Bonds.
"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally
recognized municipal securities, information repository within the meaning. of the Rule from time to
time.
"Paying Agent/Registrar" means the financial institution specified in Section 5(a) ofthe Tenth
Supplement.
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"Previously Issued Parity Bonds" means the Series 1993 Bonds, the Series 1996 Bonds, the
Series 1997 Bonds, the Series 1998 Bonds, the Series 2000 Bonds, the Series 2000B Bonds and the
Series 2001 Bonds.
"Refunded Bonds" shall have the meaning given said term in the preamble to the Tenth
Supplement.
"Registration Books" shall have the meaning given said term in Section 5(a) of the Tenth
Supplement.
"Rule" means SEC Rule 1Sc2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission..
"Second Supplement" means the ordinance authorizing the issuance ofthe Series 1993 Bonds.
"Series 1993 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Refunding Bonds; Series 1993, authorized by the Second Supplement.
"Series 1996 Bonds" means the.City ofFort Worth, Texas Water and Sewer System Revenue
`Refunding and Improvement Bonds, Series 1996, authorized by the Third Supplement.
"Series 1997 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 1997, authorized by the Fifth Supplement.
"Series 1998 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 1998, authorized by the Sixth Supplement.'
"Series 2000 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2000, authorized by the Seventh Supplement.
"Series 2000B Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2000B, authorized by the Eighth Supplement.
".Series 2001 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2001, authorized by the Ninth Supplement. '.
"Series 2003 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Refunding and. Improvement Bonds, Series 2003, authorized by the Tenth Supplement.
"Seventh Supplement" means the ordinance authorizing the issuance of the Series 2000
Bonds.
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"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state .information
depository within the meaning of the Rule from time to time.
"Sixth Supplement" means the ordinance authorizing the issuance of the Series 1998 Bonds.
"Tenth Supplement" means the ordinance authorizing the issuance of the Bonds.
"Term Bonds" shall have the meaning given said term in Section 3 of the Tenth Supplement.
"Third Supplement" means the ordinance authorizing the issuance of the Series 1996 Bonds.
"Underwriters" means Lehman Brothers, as senior managing underwriter, together with the ..
investment banking .firms that contract to purchase the Bonds pursuant to the terms of the Bond
Purchase Agreement.
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EXF-IIBIT B
NO
FORM OF BOND:
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE
REFUNDING AND IMPROVEMENT BOND, SERIES 2003
MATURITY DATE INTEREST RATE DATED DATE CUSIP
` January 1, 2003
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT AND DENTON COUNTIES, TEXAS (the "Issuer"), hereby promises to pay to
or to the registered assignee hereof (either being hereinafter called the
"registered owner") the principal amount of
and to pay interest thereon from the dated date specified above, on February 15, 2004 and semiannu-
ally on each August 15 and February 15 thereafter to the maturity date specified above, or 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, 2004, such interest is payable semiannually on each August 15 and February 15
following such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
upon the date fixed for its redemption prior to maturity, at the designated corporate trust ofr'ice in
Columbus, Ohio (the "Designated Trust Office"), of Bank One, National Association, 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 day ofthe month next preceding each~such date (the "Record Date")
on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued
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interest due at maturity or upon the, redemption ofthis 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/R.egistrar. 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 anon-payment of interest on a scheduled payment date, and for 30 days
thereafter, a new record date for such interest payment (a "Special Record Date") will be established
by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received
from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past
due interest ("Special Payment Date", which shall be 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 ofthe Paying Agent/Registrar islocatedare 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 an 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 Board 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 the dated date specified
above, aggregating $86,495,000 (herein sometimes called the "Bonds") issued for the purpose of (i)
refunding the Refunded Bonds (as defined in the Bond Ordinance), (ii) extending and improving the
City's Water and Sewer System and (iii) paying the costs related thereto. 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, 2014 may be redeemed
prior to their scheduled. maturities, at the option of the Issuer, in whole, or in part on February 15,
2013, or on any date thereafter, at the redemption price of the principal amount of the Bonds called
for redemption, plus accrued interest thereon to the date fixed for redemption, and without premium;
provided, that during any period in which ownership ofthe 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
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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 Board and the
securities depository.
NOTICE OF any such redemption of Bonds shall be given in the following manner, to-wit,
(i) a written notice of such redemption shall be given to the registered owner of each Bond 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 AgentlRegistrar and (ii) a notice of such redemption shall be published one time, at least
30 days prior to the date fixed for such redemption, in a journal or publication of general circulation
in the United States of America 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 of notice as described
in clause (ii) above shall be the only notice actually required in connection with or as a prerequisite
to the redemption of any Bonds. By the date .fixed for any such redemption due provision shall be
made by the Issuer with the Paying Agent/R.egistrar for the payment of the required redemption price
for this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the
date. fixed for redemption. 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 bear or accrue
interest after the date fixed for its redemption, and shall not be regarded as being outstanding except
for the right of the registered owner to receive the redemption price plus accrued interest to the date
fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment.
The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal
amount of this Bond or any portion hereof. If a portion of anyBond shall be redeemed a substitute
Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination
or denominations in any integral multiple of $5,000 (an "Authorized Denomination") at the written
request of the registered owner, and in an aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation,
at the expense of the Issuer, all as provided in the Bond Ordinance. The years of maturity of the
Bonds. called for such redemption shall be selected by the Issuer. The Bonds or portions thereof
redeemed within a maturity shall be selected by lot or other customary random method selected by
the Paying Agent/Registrar (provided that a portion of a Bond may be redeemed only in an
Authorized Denomination).
ALL BONDS OF THIS SERIES are issuable solely as fully registered 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 maybe, upon surrender of this Bond
to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set
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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, inform 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 maybe executed by the registered owner to evidence the assignment hereof,
but such method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any portion 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 convert-
ing and exchanging any Bond or portion thereof. In any circumstance, any taxes or governmental
charges required to be paid with respect thereto shall be paid by the one requesting such assignment,
transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The fore-
going 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/Registrarfnr the Bonds is. changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified. substitute therefor, whose qualifications are substan-
tially similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written
notice thereof to be mailed to the registered owners of the Bonds.
. WHENEVER the beneficial ownership of this. Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements of
the securities 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
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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 ofthis
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 WI~REOF, this Bond has been signed with the imprinted or lithographed
manual or facsimile signature of the Mayor or the Mayor Pro-Tem of said Issuer, attested by the
imprinted or lithographed facsimile signature of the City Secretary, and approved as to form and
legality by the imprinted or lithographed facsimile signature of the City Attorney, and the official seal
of said Issuer has been duly affixed to, printed, lithographed or impressed on this Bond.
CITY OF FORT WORTH, TEXAS
(SEAL)
City Attorney
Mayor
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APPRQ;VED AS TO FORM AND LEGALITY:
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE:
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts
of the State of Texas)
It is hereby certified that this Bond has been issued under theprovisions 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 BANK ONE, NATIONAL ASSOCIATION,
Paying Agent/Registrar
By
Authorized Signatory
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* FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE:
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of
the State of Texas
(SEAL)
NOTE TO PRINTER:
*~ not to be printed on Bonds
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FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VAI.,UE 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.
B=s
Exhibit C
to Tenth
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Tenth 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 areas specified (and included in the Appendix or under the headings
of the Official Statement referred to) below:
Tables 1 through 16 contained in the Official Statement; and
Excerpts from the Annual Financial Report", as set forth in Appendix B to the
'Official 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 in paragraph 1 above.