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Home My WebLink AboutOrdinance 19333-09-2010 THE ATE OFTEXAS COUNTIES F T ANT,, DENTON AND WISE y. CITY OF FORT WORTH On the 14th day of September, 2010, the City Council of the City Fort Worth Texas met in regular, open, public meeting in the City Council Chamber in the City Hall and roll was called of the duly constituted members of the City Council, to-wit: Mike Mnrief, Mayor Salvador Esping, "lziml' Zimmerman Danny Scarh, Frank doss, Jun us Jordan, Councilmemhers, Carter Burdette, Kathleen Hicks,, s,, Joel Burns, Dale A. F ssel er, City Manager, David Y ett, City Att mey, Marty Hendrix, City Secretary, Lena Allis, Chief Financial Officer thus constituting a quorum present; and after the City Council had transacted certain business, the following business was transacted, to-wit: Councilmemb er introduced an ordinance and moved its passage. The motion was seconded by CouncilmemberjU44,6 The Ordinance was read by the City Secretary, The motion, ca ing with it the passage of the ordinance prevailed by a vote of j YEAS, QNAYS,. The ordinance as passed is as follows: ORDINANCE N -2010 TWENTY-FIRS,T SUPPLEMENTAL ORDINANCE AUTHORIZING THE ISSUANCE SALE F CITY OF FORT WORTH, TEXAS WATER SEWER SYSTEM ,, S R S 20 1C) IN THE GATE PRINCIPAL AMOUNT OF '5 870 ORDINANCES REPEALING ALL THIS ORDINANCE SHALL B FORCE AND EFFECT FROM TER THE DATE OF ITS PASSAGE THE STATE F TEXAS C T OF NT) DENTON AND SSE µ. CITY OF FORT WORTH WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer"), ;r "'home-rule" city operating under a hone-rule charter adopted pursuant to Section 5 of Article XT of the Texas Constitution, wan 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 "S stem"") and V&MREAS, the City heretofore has established the City of Fort Worth, Vass Water and Sewer System Revenue Financing�� gam 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 inancing 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 a t n*zes revenue supported indebtedness to, he issued, incurred or assumed pursuant to the terns of supplemental ordinances (any such ordinance ben a "Supplement"); and AS, pursuant to the terms of the Master Ordinance, the City has adopted twenty Supplements (designated as the "First Supplement", "Second Supplement", "Third Supplement"'I fourth Supplement", "Fifth Supplement", Sixth Supplement', Seventh Supplement", eighth Su pl ment", "Ninth pup lement" ""Tenth Supplement" "Eleventh Supple ent", "IT e fh Supplement", "Thirteenth Supplement", "'Fourteenth Supplement"', "Fifteenth, Supplement", "" Supplement", "eenth ""Seventeenth "Ei teenth Supplement" Nineteenth Supplement" d "Twentieth ieth Supplement", respectively, and the "Prior Supplements" 417P097�YIriakW1Y. HUNW1a%yA D,Il9,rvro..wunwxr,r ep^.,, °.,,®, —. ... ..... 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 1 993, the City of Tort Worth, Texas Water and Sever System Revenue Refunding and Improvement Bonds, Series 1 996, the City of Fort Worth, Texas Water and Sever System Revenue Refunding, and Improvement Bonds, Series 1997, the City of :fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1998, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2000, the City ofFort Worth, Texas 'water and Sever System Revenue Refunding and Improvement Bonds, Series 2000B, the City of Fort worth, Texas Water and Sever System Revenue Bonds, Series 2001, the City of Port Worth, Texas water and Sever System Revenue Refunding and Improvement Bonds, Series 2003, the City of Fort Worth, Texas Water and Sever System Revenue Refunding Bonds, Series 2003A, the City of Fort Worth, Texas Water and Sever System Auction Rate revenue Bonds, Series 2004, the City of Fort Worth, Texas Water and Sever System Revenue Refunding and Improvement Bonds, Series 2005, the City of Fort Worth, Texas Water and Sever System revenue Refunding, Bonds, Series 2005A, the City of Fort Worth, Texas Water and Sever System Revenue Bonds, Series 2007, the City of Tort Worth, Texas Water and Sever System Revenue Bonds, Series 2008,1 the City of Fort "worth, Texas Water and Sever ,System Revenue Bonds, Series 2009, the City of Fort Worth) Texas Water and Sever System Revenue Refunding Bonds, Series 2010, the City of Fort Worth, Texas water and Sever System Revenue Bonds, Series 20 1 OA were issued, (ii) the City of:fort''worth, Texas Water and S ever System Revenue Bonds, Series 201 OB were authorized to he issued but have not been delivered as of the date this Twenty-First Supplement was passed, and (iii) the City entered into two respective IA Master Agreements (referred to herein as the "Swap Agreements"), one with Lehman Brothers Special Financing Inc., and the other with GB P, L.P.; and WBEREAS, the Series 2 1 B Bonds are expected to he delivered prior to the delivery of the bonds hereinafter authorized; and, WHEREAS, the aforesaid Series 1991 A Bonds, Series 199 1B :fonds, Series 1993 Bonds, Series 1996 .Bonds, Series 1997 Bonds, Series 2000B Bonds and Series 2004 Bonds are no longer are outstanding, and the aforesaid Series 1998 Bonds, Series 2000 Bonds, Series 2001 Bonds, Series 2003 Bonds, Series 2A Bonds, Series 2,005 Bonds, Series 25A;Bonds, Series 007 Bonds, Series 2008 Bonds, Series 2009 Bonds, Series 2010 Bonds, Series 2 1 A Bonds and, upon their issuance, Series 2 1 B Bonds are hereinafter referred to as the "Previously Issued Parity Bonds"; and W 'AS, the Swap Agreements entered into pursuant to the terms of the :Fourth Supplement h their respective terns have expired, and the City has no further obligations � pp �' p 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 AS, the bonds hereinafter authorized are to be issued and delivered pursuant t+ Chapter 1, 02, Texas Government Code, and other applicable laws, for the purpose of extending 2 o oo . and improving the City's combined water and sewer system, to-wit, extending and improving the sewer system, as further described 'in this Twenty-First Supplement; and WHEREASI, the bonds, hereinafter authon*zed are to be issued and delivered pursuant to Chapter 1502, Texas Government Code, for the purposes set forth above. NOW, T]HEREFORE1 BE IT ORDAMED BY THE CITY COUNCIL OF TliE CITY OF FORT WORTH, TEYAS.- SECTION 1. DEFINITION& 'That in addition to the definitions set forth in the preamble of this Twenty-First Supplement, the terms used in this Twenty-First Supplement (except 'in the FORM OF BOND) and not otherwise defined shall have the yearns given in the Master Ordinance, the Prior Supplements or in Exhibit A to this Twenty-First Supplement. Any references 'in this Twenty-First Supplement to the "FORM OF BOND" shall be to the form of the Bonds as set forth in Exhibit B to this Twenty-First Supplement. Section 2. BONDS AUTHORIZED. That there shall be authon'zed to be issued, sold, and delivered, hereunder the Bonds, payable to the respective initial registered owners thereof, or to the registered assignee or assignees, of the Bonds or any port-ion or portions thereof, in an Authorized Denomination. The Bonds are hereby authorized to be 'Issued in the aggregate principal amount of $45,870,000 for the purpose of (1) extending and, 'improving the City's combined water and sewer system, and (11) paying the costs of issuance of the Bonds. The Bonds shall be designated as the "City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 201,OC"1. Section 3, DATES AND MATURITIES; INTEREST R.ATES. That the Bonds shall be dated September '1, 2010,, shall be in any Authorized Deno,Minatton,, shall be numbered consecutively from R-1 upward, shall bear interest from their date, of delivery in the manner described in the FORM OF BOND at the rates, p,fir annum,, and shall mature on February 15 in each of the years and 'in the amounts, respectively,, as set forth in the following scneaule.- 3 YEARS, PRINCIPAL AMO,UNTS,J$) I INTEREST RATES 2011 . . 2012 1,680,0010 5.000 2013 131710 3 000 5.000 2014 1,74531000 5.000 2015 1,8003 000 5.000 2016 1,855)0100 5.000 2017 17910,000 5. 2,018 1319751000 5.000 2019 2,02! 1 000 5.000 2020 2175, 5.0+ 0 2021 23 1 ),000 5.250 2022 2)2703000 5.250 2023 273853000 5.250 2024 2, 053,000 4.000 2025 23635,000 4.000 2026 2,7703000 x.000 2027 2.9151000 4.000 2028 3)065)000: .000 2029 3,220,0+ 0 4.0100 2030 3,385,000 4.000 Interest can the Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30- day months. The principal of and "interest can the :fonds shall be payable to the registered owner of any such Band in the manner provided and on the dates stated in the FORM OF BOND. Section 4. ENV,TION. a) Optional Redemption. That the City reserves the right to redeem the :fonds maturing on and after February 15, 2021 3 in whore or in part in principal amounts $5,0100 or any integral multiple thereof, on February 15, 2020, or on any date thereafter, at the redemption price of par. If less than all of the Bonds are to be redeemed by the City, the City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the paying; Agent/Registrar to call by lot Bonds, or portions thereof, within such rnatufity or maturities and in such principal amounts, for redemption. (b:) General Notice. Notice of any redemption of Bonds shall be given in the following manner, to-wit, a written notice of such redemption shall be given to the registered owner of each .Bond or a portion thereof being called for redemption not more than sixty 6 days nor less than thirty (301) days prior to the date fixed for such redemption by depositing such notice in the United States mail, first-class postage prepaid, addressed to each such registered owner at the address shown on the Registration Books of the Paying Agent/Registrar. y 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 fonds or the portions thereof which are to be so redeemed. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the :fonds, or the portions thereof' rhi hr are to he so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not be 4 regarded as being outstanding except for the right of the owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Bonds or any portion thereof If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any Authorized Denomination at the written request of the owner) and in an aggregate principal amount equal to the unredeemed portion thereof, will he issued, to the owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in this Twenty-First Supplement. The mat unties of Bonds to; be called for redemption shall be determined by the City. The Bonds or portions to be redeemed within each such maturity shall be selected by lot or other customary random method selected by the Paying Agent/Registrar (provided that a portion of a Bond may be redeemed only in an Authorized Denomination), The City shall give written notice to the Paying Agent/Registrar of any such redemption of Bonds at least sixty (60) calendar days (or such sholrter period as is acceptable to the Playing Agent/Registrar or to such redemption. ) p n (c) Additional Notice. o In addition to the manner of providing notice of redemption of Bonds as set forth above, the Paying Agent/Registrar shall give notice of redemption of Bonds by United States mail, first-class postage prepaid, at least thirty (30) days prior to a redemption date to the MSRB, and to and 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/Regis,tra,r 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 MS RB 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. (11) Each redemption notice, whether required in the FORM OF BOND or otherwise by this Twenty-First Supplement, shall contain a description of the Bonds to be redeemed including the complete name of the Bonds, the series, the date of issue, the interest rate, the maturity date, the CUSIP number, if any, the amounts called for redemption, the publication and mailing data for the notice, the date of redemption, the redemption price, the name of the Paying i Agent/Registrar and the address at which the Bond may be redeemed including a contact person and telephone, number. (Iii) All redemption payments made by the Paying Agent/Registrar to the registered owners of the Bonds shall *Include a CUSIP number relating to each amount paid to such registered owner. Section 5, CHARACTEMSTICS OF THE BONDS. (a) Reaistration Trans nand Exchaue; Authentication. That the City shall keep or cause to be kept at the designated corporate, trust office of Wells Fargo Bank, National Association (the "Paying Agent/Registrar"'), 'books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registr,ar as its registrar and transfer agent to keep, such bloolks or records and, make such 5 regi;stratioins, of transfers, convers,ions, and exchanges under such reasonable regulations as the City and the Paying Agent/Registrar may prescrible, and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided, 'The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the owner of' each Bond to which payments with respect to the Bonds, shall be mailed, as herein provicea; 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 hasbeen given. The City shall have the right to inspect at the Designated Trust Office the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspect,ion 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, b,e 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 ftom each other Bond. An authorized representative of the Paying Age,nt/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 Certilificate"), and, except as provided below, no such Bond shall be dee�med to be issued or Outstanding unless the Authentication Certiticate is so executed'; the foregoing notwithstanding, the Authentication Certificate need not, be executed if any such Bond is accompanied by an executed "Comptroller's Reglistration 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 I ing governing body of the City or any other body or person, so as to accomplish the forego' conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall p *de for the print' " and ivery o I I lbed ro�vi i ing, execution del` if'the substitute Bonds in the manner prescr herein. Pursuant to Chapter 1206, the, duty of convers,ion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agen,t/Registrarl, and, upon the, execution of the Authentication Certificate, the converted and exchanged Bond shall be valid, i,ncontestabile, and enforceabile in the same manner and with the same effect as the Blonds which initially were issued and delivered pursuant to this Twenty-First Supplement, approved by the Attorney General) and registered by the Comptroller of Public Accounts. As of the date this Twenty-First Supplement is approve,a oy the City., the Designated Trust Office is the Fort Worth, 'Texas corporate trust office of Wells Fargo Bank, National Association. (b) Rayment, of Bonds, and Interest. The City hereby further appoints the Paying # I f% Agent/Registrar to act as the paying agent ror paying the principal of, premium, 'if any, and interest on the Bonds, all as provided in, this Twenty-Firlst Supplement, The Playing Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Riegistrar with re�spect to the,Bonds. (c) In Gegeral. The Bonds (1) shall be issued in fully registered form, without interest cloupons, with the principal of and 'interest, on such Bonds, to be payable on y to the registered 6 ,-%wners thereof, 00 may be redeemed prior to their scheduled maturities, (iii) may be transferred W I and assigned, Div) may be 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/Registrar and the City shall have certain duties and responsibilities with respect, to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND, The Bonds initially 'issued and delivered pursuant to this Twenty-Firs,t 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 Twenty-First Supplement the Paying Agent/Registrar shall execute the Authentication Certificate., (d) Substitute Paying A ent/.e stray The City covenants with the owners of the Bonds that at all times while the Bonds are Outstanding a competent and legally qualified entity shall act as and perform the services of Paying Agent Registrar for the Bonds under this Twenty-First Supplement, and that the Paying Agent/Registrar will be one entity. Such entity may be the City, to the extent permitted by law, or a bank, trust company, financial institution, or other agency, as selected by the City. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less, than one hundred and twenty (12,0) days, written notice to the Paying Agent/Registrarl to be of not later than sixty (60) days prior to the next principal or interest payment date after such notice. In the event that the entity at any time me acting as Paying Agent/Registrar, (or its successor by me�rger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified entity to act as Paying Agent/Registrar under this Twenty-First Supp�lement. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereoo, 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 ill cause a written notice thereof to be sent by the new Paying Agent/Re * w gistrar 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/Re,gist,rar shall be deemed to have agreed to the provisions of this Twenty- First Supplement, and a, certified copy of this Twenty-First Supplement shall be delivered to each Paying Agent/Registrar. Section 6. FORM OF BONDS. (a) Form of Bonds. That the form of all Bonds,, of A , o including the form of the Authentication Certificate, the form ssignment and the form "the Comptroller's Registration Certificate to be attached only to the Bonds initially issued and delivered pursuant to this Twenty-First Supplement, shall be, respectively, substantially as set forth 'in Exhibit K, with such appropriate variations, omissions, or insertions as are permitted or required by this Twenty-First Supplement. (b) `ri n Bond Counsel Ovinion and Statement of Insurance. The printer, of the Bonds is hereby authorized to pnnt 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 7 furnis,'hed by a municipal bond 'insurance company providing municipal bind insurance, if any, covering all or any part of the Bonds. Section 7. ESTABLISHMENT OF FINANCING PROGRAM AND ISSUANCE, OF PARITY OBLIGATIONS. That by adoption of the Master Ordinance the City has established the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program for the purpose of providing a financing structure for revenue supported indebtedness of the System. The Master Ordinance is intended to establish a master plan under which revenue supported debt of the System can be incurred. This Twenty-First Supplement proviaes tor the authorization, issuance, sale, delivery, form) characteristics, provisions of payment and redemption, and security of the Bonds, which are a series of Parity Obligations. The Master Ordinance is incorporated herein by reference and as such made a part hereof for all purposes, except to the extent modified and supplemented hereby, and the Bonds are hereby declared to be Parity Obligations under the Master Ordinance. The City hereby determ,ines that it will have sufficient Ends to meet the financial obligations of the System, including sufficient Pledged Revenues to satisfy the Annual Debt Service Requirements of the System and to meet all financial obligations of the City relating to the System. Section 8. PLEDGE, (a) That the Bonds are and shall be secured by and payable,from a First lien on and pledge of the Pledged Revenues; and the Pledged Revenues are further pledged to the establishment and maintenance of the Debt Service Fund, and to the Reserve Fund to, the extent hereinafter provided. The Bonds are and will be secured by and payable only from the Pledged Revenues, and are not secured by or payable frorn a mortgage or deed of trust on any properties, whether real, personal, or mixed, constituting the System. (b) Chapter 1208 applies to the issuance of the Bonds and the pledge of the Pledged Revenues granted by the City under subsection (a) of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of the Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9. then in order to preserve to, the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9 and enable a filing to perfect the security interest in said pledge to occur. Section 9. DEBT SERVICE FUND ACCOUNTS. That with respect to the Bonds no special account need be established to facilitate the payment of debt service on the Bonds. Section 10. RESERVE FUND, That no deposits shall be made to the credit of the Reserve Fund, as provided in Section 12(b) of this Twenty-First Supplement. Section 11. fNVESTMENTS. That to the extent a reserve fund for the Bonds is created after their delivery, money in the Reserve Fund created under this Twenty,-First Supplement shall not be 'Invested in securities with an average aggregate weighted maturity of greater than seven years,. The value of the Reserve, Fund, in addition to the annual determination described in the Master Ordinance, shall be established at the time or times withdrawals are made therefrom. WW umuuuuWu ................. ...... 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 ac uire 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. (a) Debt Service Fund - To the credit of the:Debt Service Fund, in the following order of priority, to-wait (1) p pp such, amounts, deposited in approximately equal monthly installments, commencing during the month in which the :fonds are delivered, or the month thereafter if" delivery is made after the 10th day thereof, as will be sufcient, 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 Bends are delivered, or the month thereafter if'delivery is made after the 10th day thereof, as will be sufficient, together with other amounts, if any, in the Debt Service Fund available for such purpose, to pay the principal (including mandatory sinking fund redemption. payments, if any) scheduled to mature or cone due on the ends on the next succeeding principal payment date or mandatory sinking fund redemption date, as the case may be. (b,) Reserve :fund. Acting in accordance with the provisions of the Master Ordinance, specifically, wvithout limitation, Section thereof, it is not necessary for the fonds to be secured by the deserve Fund established for the benefit of the w hers of P t ► Obligations,ns, a.nd therefore the City shall not be rewired to made deposits to the credit of the Reserve .fund with respect to the Bonds. Section 13. FAQ N4. NT of BONDS. That on or before the first scheduled interest payment date, and on or before each interest payment date and principal payment date thereafter while any Bond is outstanding and unpaid) the City shall male 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 9 interest, on which is not includable in the "grass income of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (a) to take any action to assure that no more than ten percent (10%) of the proceeds of the Bonds or the projects financed therewith (less, amounts deposited to a reserve fund if any) are used for any "private business use"'", as defined in section 14 1(b)(6) of the Code or, if"f more than ten percent (10%) of the proceeds are so used, that amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Twenty-First Supplement or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than ten percent (10%) of the debt service on the Bonds, in contravention of section 14 1(b)(2) of the Code, (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds five percent (5%) of'the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve tund, it any) then the amount in excess, of five percent (51%) is used for a "private business, use"" which is "related" and not "disproportionate",, within the meaning of section 141(b)(3) of the Code, to the governmental use, (c) 'to take any action to assure that no amount which, is greater than the lesser of $5,,000,000, or five percent (5%) of th of e proceeds the Bo amounts nds (less amnts deposited A tuna, &any) is directly or indirectly used to finance loans to persons, other' into a reserve tuna, i vy I than state or local governmental units,, 'in contravention of section 141(c,) of the Code; (d) to refrain from taking any action which mould otherwise result in the Bonds being treated as "specified private activity bonds" within the meaning of section 141(b) of the Code; (e) to refrain frorn taking and action that would result in the Bonds being "'"federally guaranteed" within,the meaning of section 149(b), of the Code; 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 - - I acquire investment property (as defined in section 148(b)(2), of the Code) wh,*ch produces a materially higher Meld over the term of the Bonds, other than investment property acquired with -- (1) proceeds of the Bonds invested for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds are issued, (2) amounts invested in a bona fide debt service fund, within the mean,ing 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; 10 (g), to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements, of section 148 of the Code (relating to arbitrage) 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 ninety percent (90%) of the "'Excess Earnings", within the meaning of section 148(o of the Code and to pay to the United States of America, not later than sixty (60) days after the Bonds have been paid in full, one hundred percent (100%) of the amount 'then required to be paid as a result of Excess Earnings under section 148(f) of the Code. For purposes, of the foregoing clauses (a) and (b) above, the Issuer understands that the term "Proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of a refunding bond) transferred proceeds if any) and proceeds of the refunded bonds expended prior to the date of'the issuance of the Bonds® It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations, or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify, or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opin*on of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additionalrequ,irements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to, the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 1013 of the Code. In furtherance of the foregoing, the Mayor, the City Manager, any Assistant City Manager, and the Chief Financial Officer of the City may execute any certificates or other reports required by 'the Code and to make such elections, on behalf'of the City,, which may be permitted by the Code as are consistent Frith 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 the Rebate Fund shall not be subject to the claim of' any other person, including without limitation the registered owners of the Bonds, 'The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. Section 15. ALLOCATION OF, AND L,MTATION ON, EXPENDITURES FOR THE PROJECT; DISPOSITION OF PROJECT. (a) 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 in this Section as a "Project") by allocating proceeds, to expenditures witnin eighteen 0 8) months of the later of the date that (a) the expenditure on a Project is made or (b) each such Project is completed. The foregoing notwithstanding, the City, shall not expend such proceeds or investment, earnings more than sixty (60) days after the later of(a) the fifth anniversary of'the date of delivery of the Bonds or (b) the date the Bonds are retired, unless the City obtains an opinion of nationally-recognized bond counsel substantially to the effect that such expenditure will not adversely, affect the tax-exempt status of the Bonds. For purposes, of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally- recognized bond counsel to the effect that such failure to comply will not adversely of the excludability for federal income tax purposes from gross income of the interest. (b) The City covenants that the property constituting a Project will not be sold or otherwise disposed in a 'transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of national I y-recogn 1 zed bond counsel substantially to the effect that such sale or other disposition will not adversely affect the tax- exempt status of the Bonds, For purposes of this Section, the portion of the property comprising personal property and disposed of in the ordinary course of business shall not be treated as a transaction resulting in the :receipt of cash or other compensation. For purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally- recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability fDr federal income tax purposes from gross income of the interest. Section, 16. AMENDNffiNT OF TVVENTY-FIRS T 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 Twenty-First Supplement which may be deemed necessary or desirable by the City, provided, however', that nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in this Twenty-First Supplement or in the Bonds so as to: (1) Make any change in the maturity of any of the Outstanding Bonds-, (2) Reduce the rate of'interest borne by any of the Outstanding Bonds; (3) Reduce the amount of the principal payable on the Outstanding Bonds; (4) Modify the terms, of payment of principal of, premium, if any, or *interest on the Outstanding Bonds or impose any conditions with respect to such payment-, (5) Affect the rights of the owners of less than all of the Bonds then Outstanding,- (6) Amend this clause (a) of this Section; or (7) Change the minimum percentage of'the principal amount of Bonds necessary for consent to any amendment-, unless such amendment or amendments shall be approved by the owners of all of the Bonds then Outstanding. (b) That if"at any time the City shall desire to amend the Twenty-First Supplement under this Section,, the City shall cause notice of the proposed amendment to be published in a financial newspaper or journal published in the City of New York, New York, and a newspaper of general circulation in the City, once during each calendar week for at least two (2,) successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the principal office of the Paying Agent/Registrar for inspection by all owners of the Bonds. Such publication is not required, however, if notice in writing is given to each owner of the Bonds. 12 (c) 'That whenever at any time not less than thirty (30) days, and, w`1, 0 itnin one year7 from the date of the first publication of said notice or otner service, of written notice the City, shall receive an instrument or instruments executed by the owners of at least a majority 'in Outstanding I which instrument or instruments shall refe,r to NricipalAmount of the Bonds then Outstanding, the proposed amendment described in said notice and whi*cn speciti,cally consent to and approve such amendment, 'in substantially the form of the copy thereof on file with the Paying Agent/Registrar, the City, Council of the City may pass such amendment in substantially the same form., (d) That upon the passage of any such amendment pursuant to the provisions of this Section, this Twenty-First Supplement shall be deemed to be amended in accordance with such amendment, and the respective rights, duties and obligations under this Twenty-Firs,t 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 Sect,ton shall be irrevocable for a perioa olt six (6�), months ftom the date of the first publication of the notice, piroviaea for in this Section, and shall be co�nc,lus,ive and binding upon all future owners, olf'the same Bond during such period. Such consent, may: be revoked at any time after six (6) months from the date of the first publication of such notice by the owner who gave such consent, or by a successor in title, by filing written notice thereof with the Paying Agent/Reg,istrar 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, pri,or to the attempted revocation', consented to and approved the amendment. 0 (f) The foregoing provi,sions, ofthis Section notwithstanding, the City by action of the City Council may amend this Twenty-First Supplement without the consent ofany 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 thts Tweinty-First Supplement contained, other covenants and agreements thereafter to be observed, grant additio�nal rights or remedies to the owners of the, Bonds or to surrender, restrict or limit any right or power here,in 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 provi,s,ion contained in this Twenty-First Supplement, or 'in regara to clarifying matters or questions arising under this Twenty- First Supplement, as are necessary or desirable and not contrary to or inconsistent with this Twenty-First Supplement and which shall not adversely affect 'the interests of the owners of the Bonds then Outstanding; (3) To modify any of the provisions of this Twenty-First Supplement in any other respect whatever, provided that such modification shall be, and be expressed to be,, effective only afler 'the Bonds Outstanding at the date of the adoption of such modification shall cease to be Outstanding; 13 ................ (4) To make such amendments to this Twenty First Supplement as may be required, in the opinion of Bond Counsel, to ensure compliance with sections 103 and 141 through 150 of the Code and the regulations promulgated thereunder and applicable thereto; (5) To make such changes, modifications or, amendments, as may be necessary or desirable, in order to allow the owners, of the Bonds to thereafter avail themselves of a beck-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 Twenty-First Supplement and which shall not adversely affect the interests of the owners, of the Bonds; (6) To make such changes, modifications or amendments as are permitted by Section 18(c)(vi) of this Twenty-First Supplement; (7) To make such changes, modifications or amendments as may be necessary or desirable in order to obtain or maintain the granting of a rating on the Bonds by a Rating Agency or to obtain or maintain a Credit Agreement or a Credit Facility issued 'in support of the Bonds,-: and (8) To make such changes, modifications or amendments as may be necessary or desirable, which shall not adversely affect the interests of the owners of the Bonds, in order, to the extent permitted by law, to facilitate the economic and practical utilization of 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 thi's 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. Section 17. DAMAGED) MUTILATED) LOST, STOLEN, OR DESTROYED BONDS, (a) That in the event any Outstanding Bond is damaged, mutilated,, lost, stolen, or destroyed, the Paying Agent/R,egi,strar 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, Jost, 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 Agen,t/Registrar such security or indemnity as may be required by them to save each of them 14 .......................... ............... 0 ^ I harmless from any loss or damage with respect thereto. Also, in every case or ioss, theft, or destruction of a Bond, the applicant shall furnish to the City and to the ,paying Agent/Registrar, evidence to their satisfaction of the loss, theft', or destruction of such Bond, as the case may be., In every case of damage or muti'latio,n of a Bond,, the applicant shall surrender to the Paying Agent./Registrar for cancellation the Bond so damaged or mutilated, 0 0 (c) Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, premium, 'if any, or interest on the Bond, the City may autnonze the payment oflthe same (without surrender thereof except in the case of a damaged or mutilated Bo�nd) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Nor to the *issuance of any replacement bond, the Paying Agent/Reg,istrar 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, Istolen, or, destroyed shall constitute a contractual obligation of the City whether the lost, stolen', or destroyed Bond shall be found at any time) or, be enforceable by anyone, and shall be entitled to all the benefits of this Twenty-First Supplement equally and proportionately with any and all, other Bonds duly 'issued under this Twenty-First Supplement. (e) In accordance with Chapter 12061, this Section of this Twenty-First Supplement shall constitute authority for the issuance or any such replacement 'bond without necessity of further action by the City Council of the City or any other body or person,, and the duty of the replacement of such b�ionds is hereby aut,hon*zed and imposed upon the Paying, Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section 5(a) of this,Twenty-First Supplement for Bonds, issued i,n exchange for other Bonds. Section 18. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual,,,,,,Ae 1plorts. That the City shall provide annually to the MSRB, within six months after the end of each Fiscal Year ending in or a,fter 2010) financial information and operating data, with respect to the City of the general type, described in Exhibit C hereto. Any financial statements so to be provided shall be (1) prepared 'in accordance with the accounting princi,ples described 'in Exhibit C hereto, or such other accounting principies as the City may be required to emp,loly, 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 'i's 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 prov,ide unaudited financial statements within such period, and shall provide audited financial statements for the applicable Fiscal, Year to the MSRB, when and if the audit report on such statements becomes available, (11) If the City changes 'its riscal Year 3i it will notify the MS,RB of the change (and of the date of the new Fiscal Year end), prior, to the next date by which the City otherwise would be required to provide financial information and operating data pursuant, to this Section. The financial information and operating data, to be provided pursuant to this Section may be, set forth 15 in full in one or more documents or may be included by specific reference to any document *it i (including an official statement or other offering document, if s available from the MSRB) that theretofore, has been provided to the MSRB or filed with the SEC. Filings shall be made electronically, in such format as is prescribed by the MSR.B. (b) Material Event Notices. The City shall notify the MS,RB 3 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 - I, Principal and 'interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draw's on debt service, reserves reflecting financial difficulties,I 4. Unscheduled draws on credit enhancements, reflecting financial d i ffi cu It i e s; 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. De,feasances; 10, Release, substitution or sale of property securing repayment of the Bonds; and 1. . Rating changes. The City shall notify the MSR-B, 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.1 and Amendments. (1) 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 oaf f any deposit made in accordance with this Twenty-First Supplement or applicable law that causes Bonds no longer to be outstanding. (Ii) The provisions, of this Section are for the sole benefit of the Holders and beneficial owners cif'the Bonds, and nothing in this Section, express, or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes, to, provide only the financial information, operating data, financial statements,, and notices which it has expressly agreed to provide pursuant to this Section and does, not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or to update any information provided in accordance with this Section, or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to, invest in or sell Bonds at any future date. 16 ........... (11*0 UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN' PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN TIUS SECTION. BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON) IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LMTE,D TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE, (1v) No default by the City in observing or perfonning its obligations under this Section shall comprise a breach of or default under this Twenty-First Supplement for, purposes of any other provision of thi,s Twenty-First Supplement. Nothing in this Section i,s intended or shall act, to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. (v) Should the Rule, be amended to obligate the City to make filings, witri or provide notices to entities other than the MS,RB, the City agrees to undertake such obligation in accordance with 'the Rule as amended. (vi) The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that ar�ise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if(1) the provisions ofthis 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 amendment,s or 'interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the Holders of a m4j*orl*ty in aggregate principal amount (orl any greater amount required by any other provisilion of this Twenty-First Supplement that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that lis, unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the holders and beneficial owners of the Bonds. If the City so amends the provisions of this, Section, it shall include with any amended financial 'information or operating data next provided in accordance with subsection, (a) of'this, Section an, explanation in narrative form, of the reason, for the amendment and of the impact of 0 any changein the type of finaricial 'Information or operating data, so provided. Section 19. TWENTY-FfRST SUPPLEMENT TO CONSTITUTE A CONTRACT-, d% EQUAL SECURITY. That in consideration or the acceptance o,f' the Blonds, the 'issuance of t Is which, is, authorizea ne�reunder, by those who shall ho�ld the, same from time to time, this Twenty- First Supplement shall be deemed to be and shall constitute a contract between the City and the, Holders from time to time of the Bonds and the pledge made in this Twenty-First Supplement by the City and the covenants and agreements set forth 'in this Twenty-Firist 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 authofized hereunder over any of the others by reason of time of issuaric-le, sale, or maturity thereof or otherwise fior any cause whatsoever, except as, expressly provialea in or permitted by this Twenty-First Sup� lement. p 17 .............. Section 2 . SEVERABILITY OF MALID PROVISIONS. That if any one or more of the covenants,, agreements, or provisions herein contained shall be held contrary to any express prov'isi'ons of law or contras 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 ns shall be null and void and shall be deemed separable from the remaining covenants, agreements, or provisions and shall in no way affect the validity any of the ether provisions hereof or of the Bonds issued hereunder. Section 21. PAYMENT AND PERFORMANCE ON BUSINESS DAYS. That, except as provided to the contrary in the FORM OF BOND, whenever under the terms of this Twenty- First Supplement or the Bonds, the performance date of any provision hereof or thereof, including the payment of principal of or interest on the :Bonds, shall occur on a day other than a :Business Day, then the performance thereof', including the payment of principal of and interest can the :Bonds, need not be made on such day but may be performed or paid, as the case may be,. on the next succeeding Business Day with the same force and effect as if made can the date of performance or payment Section 22. LIMITATION OP BENEFITS WITH RESPECT TO THE TWENTY- FIRST SUPPLEMENT. "hat with the exception of the rights or benefits herein expressly conferred, nothing expressed or contained herein or implied from the provisions of this Twenty- First Supplement or the Bonds is intended or should be construed to confer upon or give to any person other than the City, the P olders, and the Paying Agent/Registrar, any legal or equitable right, remedy, or claim under or by reason of or in respect to this Twenty-.First Supplement or any covenant, condition, stipulation, promise, agreement, or provision herein contained. This Twenty-First Supplement and all of the covenants, conditions, stipulations, promises, agreements, and provisions hereof are intended to be and shall be for and inure to the sole and exclusive benefit of the City, the Holders, and the Paying Agent/Registrar as herein and therein provided. Section 23. SALE OF BONDS. That the sale of the ends to Wells Fargo National Association (and associates) (the "Purchasers"), at a price of par and accrued interest on the Bonds to the date of delivery, plus premium in the amount of $4,323,"x06.20, is authorized, ratified and confirmed, The Bands were sold pursuant to the terms of a "Notice of Sale and Bidding Instructions", Official Bid Form and "Official Statement", the use of these ocument a true and correct copy" of each document being attached to this Twenty-First Supplement, is approved. The City Council hereby to finds determines and declares that the Bonds were so d the highest bidder at terms that were the most advantageous reasonably obtained. One Bond in date as ., � set out in Section 3 of this '.went y the p M nc�pal amount maturing on each maturity Twenty-First Supplement (the ""Initial Bonds") shall be delivered to the Purchasers,, and the Purchasers shall provided M have the right to Bonds e�chan a the Initial Bonds in the manner in Section 5 of this Twenty- First Supplement without cost. The City Council hereby ratifies the use of the "Preliminary Official Statement" prepared 'in connection with the sale of the Bonds. The City Council hereby authorizes the p a y ment of the fee of the Office of the Attorney General of the State of Texas for the examination of the proceedings relating to the issuance of the fonds, in the amount determined in accordance with the p rovisons of Section 120 x.004, Texas government Code, t I UrvmtluuMP'WwummumWUlMW9iPiUWV!ll@ IUMV'MIfIRPfN➢fiuulr9mVNDPi uuurmiowiu»»uumwmowiuuiimuri ua,.Jw.ww ,,.. The premium received in connection with the sale of the Bonds shall be used in a manner consistent with the provisions of Section 1201.042(4), Texas, Go�vemment Code Section 24. PROJECT FUND. (a) Proiect Fund Created. That there is hereby created, established and maintained on the books of the City, a separate fund to be entitled the "City of Fort Worth, Texas Water, and Sewer System Series 2010C Revenue Bonds Project Fund"' (hereinafter called the "Project Fund"), Mom*es in the Project Fund shall be maintained at an official depository bank of the City, (b) Use of Funds. Except as otherwise may be provided in Section 12 hereof, the proceeds of the Bonds shall be deposited into the Project Fund and used by the City for payment of the costs of extending and improving the System, and the payment of costs associated therewith, including any costs for engineering, financing, financial consultation, administrative'. auditing and legal expenses,. Section 25. FTJRTHER PROCEDURES. That the Mayor, the City Manager, any Assistant City Manager, the Chief Financial Officer of the City, the City Secretary or any. Assistant City Secretary, and all other officers, employees, and agents of the City, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts, and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such 'instruments, whether herein mentioned, as may be necessary or desirable in order to carry out the terms, and provisions of this Twenty-First Supplement and the Bonds including, but not limited to., conforming documents, to receive the approval of the Texas Attorney General and to receive ratings from municipal bond rating a,gencies. Section 26. APPROVAL AND REGISTRATION OF BONDS. That the City Manager of' the City is hereby authorized to have control of the Bonds and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds, said Comptroller of Public Accounts for a deputy designated in writing to act for said Comptroller) shall manually sign the Colmptroller's Registration Certificate accompanying the Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate. Section, 27., DTC REGISTRATION, That the Bonds initially shall be issued and delivered in such manner that no physical distribution of the Bonds will be made to the public, and The Depository Trust Company ("DTC"), New York, New York,, initially will act as depository for the Bonds. DTC has represented that it is a limited purpose trust company incorporated under the laws of the State, of'New York, a member of the Federal Reserve System, a 11clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "'clearing agency" registered under Section 17,E 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 Twenty-First 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 I the TWDB,, So long as each Bond is registered in the name of CEDE & CO,, the Paying 19 Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof It is expected that DTC will maintain a b,00k-entry system which will identify ownership of the Bonds in integral amounts of`$5, , with transfers of ownership being effected on the records of'DTC and its participants pursuant to rules and regulations established by them, and that the Bonds initially deposited with DTC shall be immobilized and not be further exchanged for substitute Bonds except as hereinafter provided, The City is not re,sponsib:le or liable for any functions of DTC, will not be responsible for paying any fees or charges, with mill respect to its services', ill not be responsible or liable for maintaining,, supervising, or reviewing the records of DTC or its paftic,iplants, 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 DT'C 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 f 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 Twenty-First Supplement, substitute Bonds will be duly delivered as provided in this Twenty-First Supplement, and there will be no assurance or representation that any book-entry system will be maintained for such Bonds. To effect the establishment of the foregoing book-entry, system, the City has executed and filed with D1TC the "Blanket D,TC Letter of Representations" in the form provided by DTC to evidence the City's intent to establish said book-,entry system. Section 28. DEFAULT DIES. (a) Events of Default. That each of the following occurrences or events for the purpose of this Twenty-First Supplement is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of any Bond when the same becomes due and payable; or (it) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects, the rights, of the registered owners of the Bonds, including, but not limited to) their prospect or ability to be repaid in accordance with this, Twenty-First Supplement, and the continuation thereof for a period of sixty (60) days after notice of such default 'is given by any registered owner to the City. 20 (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and 'in every case, any registered owner or an authorized representative thereof, including, but not limited to, a trustee, or trustees therefor, may proceed against the City, or any ofFicial, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the registered owners under this k i!wenty-First Supplement, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the registered owners hereunder or any combination, of such remedies, 00 it ,is provided that all such proceedings shall be instituted and maintained for the equal benefit of all registered owners of Bonds then Outstanding. (caw Remedies Not Exclusive, (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity, provided, however, that notwithstanding any other provision of this 'Twenty-First Supplement, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Twenty-First Supplement. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy, (iii) By accepting the delivery of a Bond authorized under this Tww enty-First Supplement, such registered owner agrees that the certifications required to effectuate any covenants or representations contained in this Twen P ,ty-First Supplement do not and shall never constitute,or give rise to a personal or pecuniary liability or charge against the officers, employees or members of the City or the City Council. (Iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the registered, owners with any liability, or, be held personally liable to the registered or under any term or provision of this Twenty-First Supplement, or because of any Event of Default or alleged Event of Default under this Twenty-First Supplement, Section 29. PREAMBLE. That, the preamble to this Twenty-First Supplement is hereby incorporated by reference, and is to be considered a part of the operative text of this Twenty-First Supplement. 21 Section 30. RULES OF CONSTRUCTION. That for all purposes of this T'wenty-FirSt Supplement, unless the context requires otherwise, all references to designated Sections and other subdivisions are to the Sections, and other subdivisions of this Twenty-First Supplement. The words "herein", "hereof' and "hereunder" and other words of similar 'import refer to this Twentieth Supplement as a whole and not to any particular Section or other subdivision. Except where the context otherwise rewires, terms defined in this Twenty-First Supplement to ,impart the singular number shall be considered to include the plural number and vice, versa. References to, any named person means that party and its successors, and assigns. References to any constitutional, statutory or regulatory provision means such provision as it, exists on the date this Twenty-First Supplement is adopted by the City and any future amendments thereto or successor provisions thereof AJI ordinances, and resolutions or parts thereof in conflict herewith are hereby repealed. Section 3 1. IMMEDIATE EFFECT. That this Twenty-First Supplement shall be 10 effective immediately from and after its passage in accordance with the provisions of Section 1201.028, Texas Govemment Code, and it is accordingly so ordained. SIGNED AND SEALED THIS 14TH DAY OF S R, 2 0 10. Mayor, City of Fort Wo h, Texas E& f City Secretary (SEAL) APPROVED AS TO FORM AND LEGALITY: 4- City Attorney -------------------------- 22 ............. That) as used in phis Twenty-first Supplement, the following terms shall have the meanings set f6rh b , unless the text hereof specifically indicates the 's "Authentication Certificate"cate" shall have the meaning given said term in Section 5(a) oof the Twenty-First Supplement. "Authorized Denomination" means fonds in a denomination of $5,000 or any integral multiple thereof" "Bonds"" means the Series 2010C Bonds' "Business Day" means a day other than a Sunday, Saturday, a legal holiday, or a day on. which barking institutions in the city where the Designated Trust Office of the Paying A en e istrar is located are authorized by law or executive order to close. "Chapter 9" means Chapter 9, Texas Business & Commerce Code. ""Chapter 1206" means Chapter 1206, Texas Government Code. "'Chapter 1208" means Chapter 1208, Texas Government Code. "Designated Trust Office" means the city s desi noted in Section 5(a) of the Twenty- First Supplement. "DTC" shall have the meaning given said term in Section 27' of the Twenty-First Supplement. "Eighteenth Supplement" means the ordinance, authorizing the issuance of the Series 20 10 Bonds. "Eleventh ,Supplement" means the ordinance authorizing the issuance of the Series 2003A Bonds. "Fifteenth Supplement" means the ordinance authorizing the issuance of the Series 2007 Bonds., ""Fourteenth Supplement" means the, ordinance auth ruin the issuance of the Series 2005A Bonds.. "Master Ordinance" means the "Master Ordinance establishing the City of 'Fort Worth. Texas Water and Sewer System Revenue Financing Program", passed by the City on December 1991. A-1 "MSRB" means the Municipal Securities Rulemaking Board. "Nineteenth Supplement" means the ordinance authon"zing, the 'issuance of the Series 20 1 OA Bonds. "Ninth Supplement" means the ordinance authorizing the issuance of the Series 2001 Bonds. "Paying Agent/Registrar" means the financial institution specified in Section 5(a) of the Twenty-First Supplement. "Previously Issued Parity Bonds" means the Series 1998 Bonds, the Series 2000 Bonds, the Series 2001 Bonds, the Series 2003 Bonds, the Series 2003A Bonds) the Series 2005 Bonds, the Series 2005A Bonds, the Series 2007 Bonds, the Series, 20018 Bonds, the Series 2009, Bonds, the Series 2010, Bonds, the Series 2010A Bonds and, upon their delivery, the Series 2010B Bonds. "Purchasers" shall have the meaning, given said term in Section 23 of the Twenty-First Supplement., "'Registration Books" shall have the meaning given, said term in Section 5(a) of the Twenty-First Supplement. "Rule" means, SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "Series 1998 Bonds" means, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1998, authorized by the Sixth Supplement. "Series 2000 Bonds," means the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 20100, authorized by the Seventh Supplement. "Series 2001 Bonds"' means the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2001 1, authorized by the Ninth Supplement. "'Series 2003 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2003, authorized by the Tenth Supplement. "Series 2003A Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2003A, authorized by the Eleventh Supplement. "Series 2005 Bonds," means the City of Fort Worth, Texas, Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2005, authorized by the Thirteenth Supplement. A-2 . .......... series 2005A Bonds"' means the City of Fort Worth,, Texas, Water and Sewer System Revenue Refunding Bonds, Series 2005A, authorized by the Fourteenth Supplement. "Series 2007 Bonds," means, the City of' Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2,007, authorized by the Fifteenth Supplement. III:Series 2008 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2008, authorized by the Sixteenth Supplement. "Series 2009 Bonds"' means the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2009, authorized by the Seventeenth Supplement. "Series 20,10 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Blonds, Series 2010, authorized by the Eighteenth Supplement. "Series 2010A Bonds"' means, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2010A authorized by the Nineteenth Supplement, "Series 2010B Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 201 CAB, authorized by the Twentieth Supplement. "Series 210100 Bonds"' means the City of Fort Worth,, Texas Water and Sewer System Revenue Bonds, Series 20101C, authorized by the Twenty First Supplement, "Seventeenth Supplement"" means the ordinance authorizing the issuance of the Series 2009 Bonds. '1"'Seventh Supplement" means the ordinance authorizing, the issuance of the Series 2000, Bonds. "Sixteenth Supplement" means the ordinance authorizing the issuance of the Series 2008 Bonds. "Sixth Supplement" means the ordinance authorizing the issuance of the Series 19!98 Bonds., "Tenth Supplement" means the ordinance authorizing the issuance, of the Series 2003 Bonds. "Term Bonds" means those Bonds, if any, identified in the Twenty-First Supplement as "term bonds". "Thirteenth Supplement" means, the ordinance authorizing the issuance of the Series 2005 Bonds. "Twentieth Supplement" means the ordinance authorizing the issuance of the Series 2010 Blonds. A-3 .................................. "Twenty-First Supplement" means the ordinance authorizing the issuance of the Bonds. A4 EXHIBIT C' B FORM OF BOND: NO. $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF TARRANT, DE ON AND WISE CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE BOND, SERIES 20,10 MATURITY IRATE INTEREST RAT A," DA C I 'SIP N THE MATLflUTY DATE SPECtFIED ABOVE, THE CITY of FORT WORTH, IN T'A DENTON AND WISE COUNTIES, TE S (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, can February 15, 2011 and semiannually on each August 15 and February 15 thereafter to the maturity date specified above, or to the date of redemption prier to maturity, at the interest rate per annum specified above; except that if the paying Agent/Registrar's Authentication Certificate appear"ng on the face of this :fond is dated later than February 15, 2011, such interest is payable semiannually can each August 15 and February 15 following such date. THE PRfNC1PAL OF AND INTEREST CAN this Bond are playab e 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 :fond at natur y, or at redemption prior to maturity, at the designated corporate trust office In Fart Worth, Texas (the "Designated Trust Office"),, of 'Wells Fargo Bank, 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 Ag'ent/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 drab shall be sent. by the Paying Agent/Registrar by United States snail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared can the last preceding (the "Record ), on the Business a of the month next recedin each such date �.ecor Date Registration Books kept by the paying Agent/Registrar, as hereinafter described. Any accrued 3-1 interest due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall ble paid to the registered owner upon I presentation and surrender of this Bond for redemption and payment at the Designated Trust Office of the Paying Agent/Registrar. The Issuer has covenanted in the Bond Ordinance that on or before each principal payment date, interest payment date) and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the '''Debt Service, Fund" created by the ordinance establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program (the "Master Ordinance"), the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IN TBE EVENT of a non-payment of interest on a scheduled payment date, and for 30 day's thereafter, a new record date for such 'interest payment (a "Special Record Date") will be established by the Paying Age,nt/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 f' the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or execu-, tive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the Board and the securities depository. TI-HS BOND is one of a series of bends of like tenor and effect except as to number, principal amount, interest rate, maturity, and right of'prier redemption, dated as of the dated date s 'f I (herein sometimes called the "Bonds") issued for the peci ied above, aggregating $45,870,000 purpose of (1) extending and improving the City's combined water and sewer system, and (il) playing the costs of 'issuance associated with the Bonds. The Bonds shall be issued in any denomination or denominations in any integral multiple of $5,000 an "'Authorized Denomination"). All capitalized terms not defined herein shall have the same meaning as given said terms in the Master Ordinance or the Bond Ordinance. THE OUTSTANDING BONDS maturing on and after February 151, 2021 may be redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, on February 15, 2020, or on any date thereafter, at the redemption price of the principal amount of the Bonds called for redemption, and without premium, provided'. that during any period in which ownership oaf f the Blonds 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 B-2 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 folllowing rnanner,, to_ wit, a written notice of such redemption shall be given to the registered owner of each Bond, or a portion thereof being called for redemption not more than 60 days nor less than 30 day's 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 egistration Books of the Paying ►gent/Registrar. By the date fixed for any such redemption, due provision shall be made by the Issuer with the Paying Agent/Regis,trar for the payment of the required redemption price for this Bond or the portion hereof which is to be so redeemed. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, this Bond or the portion hereof which is to be, so redeemed, thereby auto- matically shall be redeemed prior to its scheduled maturity, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal amount of this Bond or any portion hereof If' a portion of any Bond shall be, redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate in any denomination or denominations, in any Authorized Denomination at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be 'Issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all provided in the Bond Ordinance. The years of maturity of the Bonds called for such as provi I I 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 SERMS are issuable solely, as fully registered bonds, without interest coupons, in the denomination of any Authorized Denomination, As provided in the Blond Ordinance, this Bond may, at the request of the registered owner or the assignee or as,signees, 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', i assignee or assignees,, as, the case may be, having any authorized denomination or denominations as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among, other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Playing Agent/Registrar at the Designated Trust Office, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the, Paying Agent/Registrar'. evidencing assignment of this Bond or any portion or portions hereof in any authorized vi denomination to the assignee or assignees, in whose name, or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this , Bond may be executed by the registered owner to, evidence the assignment hereof" such method is not exclusive, and other instruments of assignment satisfactory to the Paying Bond or any portion or portions Agent/Registrar may be used to evidence the assignment of this hereof from time to time by the registered owner. hie one requesting such conversion and B-3 exchange shall pay the Paying Agent Registrar's reasonable standard or customary fees and charges for converting and exchanging any Bond or portion thereof In any circumstance, any taxes or, governmental charges required to be plaid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The foregoing notwithstanding, in the case of the conversion and exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will b;le 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 3,0 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 A,gent/Registrar for the Bonds is changed by the Issuer, resigns, or,otherwise ceases to act as such) the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, whose qualifications are substantially, similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds., WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of 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 tenns and provisions of this Bond, the Master Ordinance and the Bond Ordinance constitute a contract between each registered owner hereof' and the Issuer. THE BONDS, are special obligations of the Issuer payable solely from and equally secured by a first lien on and pledge of the Pledged Revenues, of the System. 'The Issuer has reserved the right,, subject to, the restrictions stated, and adopted by reference, in the Master Ordinance, to issue additional parity revenue obligations which also may be made payable from, and secured by a first lien on and pledge of, the Pledged Revenues. For a more complete description and identification of the revenues and funds pledged to the payment of the Bonds, and other obligations of the Issuer secured by and payable from the same source or sources as the Bonds:, reference is hereby made to the Master Ordinance and the Bond Ordinance. THE ISSUER has reserved the right, subject to the restrictions stated, and adopted by reference:) in the Bond Ordinance, to amend the Bond Ordinance; and under some (but not all), ,B4 circumstances amendments must be approved by the owners of a majority in Outstanding Principal Amount of the Bonds. THE REGISTERED OWNER HEREOF shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation,. IT IS HEREBY certified and covenanted that this Bond has been duly and validly and that all acts condt' things required or proper to be authorized issued and delivered, i ions and th" 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. fN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed manual or facsimile signature of the Mayor of the Issuer, attested by the imprinted or lit,ho- f% � I*. graphed facsimile signature of the City Secretary, and approved as to form and leganty by the imprinted or lithographed facsimile signature of the City Attorney,, and the official seal of the Issuer has been duly affixed to, printed, lithographed or impressed on this Bond. CITY OF FORT WORTH, TEXAS (S,EAL) By Mayor, City of Fort Worth, Texas ATTEST: City Secretary, City, offort Worth, Texas APPROVED AS TO FORM AND LEGALITY-., City Attorney, City of Fort Worth) Texas B-5 FORM F PAYING AGENT/REGISTRAR'S AUTHENTICATION T"ICATION CERTI "IC EPAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE IFICA.T E (To, be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the proceedings adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in exchange for or replacement of a bond, bonds, or a portion of a band or bonds of an �g y pp y y General the State f' Texas and issue which � anal � approved b the Attorney registered by the Comptroller of Public Accounts of the State Texas. Dated WELLS FARGO BANK, NATIONAL ASSOCIATION, Paying A en egistrar By Authorized Signatory FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE: OFFICE OF COMPTROLLER REGIS TER NO. STATE OF TEXAS I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General f'the State of Texas and that this t3 nd has been registered by the Comptroller of Public Accounts ofthe State of Texas. Witness, my signature and seal this Comptroller of Public Accounts off"the State of Texas (SEAL) FORM AS SIGN .. ASSIG ENT FOR VALUE RECEIVED), the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (P�lease print or thew to name and address, including zip, code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably bl + nstitutes and appoints attorney to register the transfer of the within Bond on the boobs kept for registration thereof, with full power of substitution n in the premises. Dated: Signature Guaranteed: NOTICE: Signatures must he guaranteed NOTICE: The signature(s) above must by a member arm of the New York Stock correspond, with the nacre of the Registered Exchange r a commercial ham or trust er as it appears upon the front of this company. Bond in every particular, without alteration or enlargement or any change whatsoever. B-° x4xhibit C to Twentieth Supplemental Ordinance DESCRILPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 18 of this Twenty- "irst Supplement. Annual Fina.nci , Statements, and Operating n Data The financial information and operating data with respect to the City to r v d annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred t heel : Tables 1 through 15 contained in the Official Statement relating to the sale of the Series 2 l C Bend 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 l above. C-t THE STATE OF TEXAS COUN EES OF TARRANT, DENTON AND, WISE CITY OF FORT WORTH 1, Maw Hendrix, City Secretary of the City of Fort Worth, in the State of Texas, d hereby certify that I have compared the, attached and foregoing, excerpt from the minutes of the regular, open, public meeting of the City Council of the City of Fort Worth, Texas held on September � 2010, and of the ordinance authorizing the issuance of Water and Sewer System Revenue Bonds, Series 2010C,, which was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt and the whole of said ordinance. Said meeting, was open to the public, and public notice of the time, place, and purpose of said meeting was, given, all as required by Chapter 551, Texas Government Code, as amended. In testimony whereof", I have set my hand and have hereunto affixed the seal of said City of'F rt ' orth, this �th day of September, 2010. Y\1 by Secretary oINhe City of Fort '"Forth, Texas A (SEAL) q c ryry u. f Ir V4 Y A m City of Fort Worth, Texas ,MaTA 0 r a N yo, %.00uncil CO unIca Ion r f r COUNCIL ACTION: Approved on 91#14/2010 Ord,, No 191333,,019w,2010, DATE: Tuesday, September 14, 2010 REFERENCE NO.: G-17047 LOG NAME: 1310 WSS R SALE SUBJECT: Adopt the Twenty First Supplemental: Ordinance Authorizing the Issuance and Sale of City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2010C, in the Aggregate Principal Amount of i This Approximately $150,101010,000.00, Repealing All Ordinances in Conflict Herewith and Providing That Ord�i�nanc,e, Shall Be in Force and Effect from and After the Date of its Passage .........._'-"''...... .............. .. .. ....... .................--""......... RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached ordinance providing for the issuance of approximately $50,000,000.00, of the City of Fort Worth, Texas, Water and Sewer System Revenue Bloinds,, Series, 2010c; 2. Authorize approximately $501,1010101,000.00 Water and Sewer System Revenue Bonds, Series 2010c, be sold to WellsFarig pl, the bidder offering the lowest true interest rate of 3.3.46885% percent. DISCUSSION: Bids for approximately $50,000,000.00 Water and Sewer System Revenue Bonds, Series 20100, were received today, September 14, 2010, at 12:00 p.m. Proceeds from the sale of the bonds will be used to fund capital idmprolvements t'ol the water and wastewater system scheduled during the next year and play cos,ts, re�late�d t'o the issuance of the bonds. Three major areas of improvement included in the Capital Improvements Program are major water transmission mains and relocation,, rehabli'litation and replacement of existing infrastructure due to age and capacity constraints,;, and finally water and wastewater treatment plant upgrades and expansions to meet additional delm�a,nd�s, and regulatory requirements. Approval of this M&C and the attached twenty first supplemental ordinance will allow the issuance of the revenue bonds needed to fund the projects described above. The City issued a Master Ordinance for the Water Department in 1991 related to debt issuance. Everytime the Water Department issues debt,, however, a supplemental ordinance must be adopted which contains details specific to the debt, being issued. This issuance would be the twenty first supplemental ordinance since the Master Ordinance was adopted. FISCAL INFORMATION / CER11F, 11CATION: The Financial Managlement,Seirv�ices Director certifies that funding for the annual debt service payments will be available, from the current operating budget, as appropriated, of the Water and Sewer System Debt i Service Fund. FUND CENTERS: ........... Logname: 13 10 WSSR SALE Page 1 of 2 TO Fund/Account/Centers FROM un Acc a Centers ................. CERTIFICATIONS,: Submitted f �r..Cif. n . Ic Kane Montgomery (6222) rI �natj ,� enw Head. iii (8517) Addoal n�forrafir� Contacts �� ui 'ir� 2438) o name: 1.3 0 WSSR SALE Page 2 oft