HomeMy WebLinkAboutOrdinance 28043-09-2025�� c����
ORDINANCE NO. -09-2025
AN ORDINANCE CONSIDERING ALL MATTERS INCIDENT AND RELATED TO
THE ISSUANCE, SALE AND DELIVERY OF $6,500,000 IN PRINCIPAL AMOLTNT OF
"CITY OF FORT WORTH, TEXAS COMBINATION TAX AND SURPLUS REVENUE
CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2025;" AUTHORIZING THE
ISSUANCE OF THE CERTIFICATES; AWARDING THE SALE OF SUCH
CERTIFICATES OF OBLIGATION TO THE TEXAS WATER DEVELOPMENT
BOARD; APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES
RELATING TO SAID CERTIFICATES; AND ENACTING OTHER PROVISIONS
RELATING TO THE SUBJECT
THE STATE OF TEXAS §
COUNTIES OF TAIZR.ANT, DENTON, PARKER, WISE AND JOHNSON §
CITY OF FORT WORTH §
WHEREAS, the City Council of the City of Fort Worth, Texas (the "City"), deems it advisabie to
issue Certificates of Obligation in the amouilt and for the purposes hereinafter set forth; and
WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be issued and
delivet�ed for cash pursuant to Subchapter C of Chapter 271, Local Government Code and Subchapter B,
Chapter 1502, Government Code; and
WHEREAS, on June 24, 2025, the City Council of the City passed an ordinance authorizing and
directing notice of its intention to issue the Certificates of Obligation herein authorized to be issued, to be
published in a newspaper as required by Section 271.049 of the Texas Local Government Code, in an amount
not to exceed $7,000,000; and
WHEREAS, the City caused said notice of intention to be published in the Fort Wort1� Star•-Teleg�°a�n
on June 29, 2025 and July 6, 2025, and said notice of intention was continuously posted on the City's Intei•net
website beginning on June 24, 2025; and
WHEREAS, the City received no petition from the qualified electois of the City protesting the
issuance of such Certificates of Obligation; and
WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose as any of
the projects bei�lg iinanced with the proceeds of the Certi�cates of Obligation was subinitted to the voters of
the City during the preceding three years and failed to be approved; and
WHEREAS, it is considered to be in the best interest of the City that said Certi�cates of Obligation
be issued on the terms described herein; and
WHEREAS, it is officially found, determined, and declared that the ineeting at which this Ordinance
has been adopted was open to the public and public notice of the time, place and subject matter of the public
business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required
by the applicable provisions of TeYas Government Code, Chapter 551, as amended; Now, Therefore
BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT WORTH, TEXAS:
Section 1. RECITALS, AMOLJNT AND PURPOSE OF THE CERTIFICATES. The recitals set
forth in the preainble hereof are incorporated herein and shall have the same force and effect as if set fot•th in
this Section. The Certificates are hereby autl�oi•ized to be issued and delivered iu Yhe aggregate principal
amount of $6,500,000, fof� the public purpose of paying ali or a portion of the City's contrachial obligations
incurred for use ii1 connection with (i) designing, constructing, acquiring, installing and equipping additions,
extensions aild iinprovements to the City's combined waterworks and sanitary sewer system, including water
service lines, and (ii) the payment of fiscal, engineering and legal fees incurred in connection therewith
(collectively, tl�e "Project"), inclLiding payme»t of the costs of issuance of the Certificates.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF
CERTIFICATES. Each certificate issued pursuant to this Ordinance shall be designated: "CITY OF FORT
WORTH, TEXAS COMBINATION TAX AND SURP�US REVENUE CERTIFICATE OF OBLIGATION,
TAXABLE SERI�S 2025," and initially there shall be issued, sold, and delivered hereunder one fully
registered certificate, without interest coiipons, dated October 1, 2025, in the principal amount stated above
and in the denominations hereinafter stated, numbered T-1, with certificates issued in replacement thereof
being in the denominations and principal amounts hereinafter stated and numbered consecutively fi•om R-1
upward, payable to the respective registered owners thereof (with the initial certificate being made payable to
the initial purchaser as described in Section 10 � hereo�, or to the registered assignee or assignees of said
certificates or any portion or portions thereof (in each case, the "Registered Owner"), and said certificates
sl�all bear interest fi•om their date of delivery in the mamier described in the FORM OF CERTIFICATE at the
rates per annum, payable on February 15, 2026, and on each August 15 and February 15 thereafter until
matul•ity or pr•ior redemption, and shall matlue on February 15 in eacl� of the years and in the amounts,
respectively, as set forth in the following schedule:
Years
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
Principal
Amount
$ 150,000
140,000
140,000
145,000
150,000
155,000
155,000
160,000
165,000
170,000
175,000
180,000
190,000
195,000
200,000
Interest
Rates
2.44 %
2.44
2.44
2.46
2.55
2.58
2.74
2.78
2.98
2.99
3.02
3.07
3.09
3.12
3.15
Yeais
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
Principal
Amount
$ 205,000
215,000
220,000
230,000
240,000
245,000
255,000
265,000
275,000
285,000
295,000
305,000
320,000
330,000
345,000
Interest
Rates
3.58 %
3.59
3.61
3.61
3.63
3.63
3.64
3.65
3.65
3.66
3.67
3.67
3.68
3.69
3.70
Interest on the Certificates shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months. The principal of and interest on the Certificates shali be payable to the r•egistered owner of any stilch
Certificate in tl�e matmer provided and on the dates stated in the FORM OF CERTIFICATE. The Certificates
shall be subject to redemption prior to matui•ity as set forth in the FORM OF CERTIFICATE.
Tl�e term "Certificates" as used in this Ordinance shall mean and include collectively the certificates of
obligation initially issued and delivered pursuant to this Ordinance and all substitute certi�cates of obligation
2
exchanged therefoi•, as well as all othej� substitute certificates of obligation and replace�nent certificates of
obligation issued pursuant hereto, and the term "Certificate" shall mean auy of the Certificates.
Section 3. CHARACTERISTICS OF THE CERTIFICATES.
(a) Appointment ofPa�� ent/Registrar. Tlie City hereby appoints BOKF, NA, Dallas, Texas, to
serve as paying agent and registrar for the Certi�cates (the "Paying Agent/Registrar").
(b) Re�isti•ation, Transfer, Convei•sion and Exchange. The City shall keep or cause to be kept at the
corporate trust offce of the Paying Agent/Registrar books or records for the registratioil of the transfer,
conversion and exchange of the Cer•ti�cates (the "Registration Books"), and the City hereby appoillts the
Paying Agent/Registt•ar as its registrar and transfer agent to keep such books or records and make such
registrations of tt•ansfers, convei•sions and exchanges under such reasonable r•egulations as the City and Paying
Agent/Regish•ar may prescribe; and the Paying Agent/Registi•ar shall make such regist►•ations, transfei•s,
convel•sions and exchanges as herein provided within three days of presentation in due and proper form. The
Paying Agent/Registrar shall obtain and record in the Registration Books the address ofthe Registered Owner
of each Certificate to which payments with respect to the Cei-tificates shall be mailed, as herein provided; but
it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writiilg ofthe addi•ess to
which payments shall be mailed, and such payments shall not be mailed unless such notice has been given.
The City shali have the right to inspect 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 reqliired by law, shall not permit their inspection by any other entity. The City shall pay the
Paying Agent/Regishar's standard or• custonlary fees and charges for making sucl� regish•ation, transfer,
conversion, exchange and delivery of a substitute Certificate or• Cer•tificates. Registration of assignments,
t�•ansfers, conversions and exchanges of Certificates shall be made nl the manner provided and with the effect
stated in the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a
letter and/or number to distinguish it fi�om each other Certificate.
(c) Authentication. Except as provided in subsection (m) of this Section, an authorized
representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and
manually sign said Certificate, and no such Certificate shall be deetned to be issued or outstanding unless
such Certificate is so executed. The Paying Agent/Registt•ar promptly shall cancel all paid Certifcates and
Certifcates surrendered for conversion and exchange. No additional ordinances, ordet•s oz• resolutions need
be passed or adopted by the governing body of the City or any other body or person so as to accomplish the
foregoing conveision and exchange of any Certificate or portion thereof, and the Paying Ageut/Registrar shall
provide for the printing, execution and delivery of the substitirte Certificates in the manner prescribed herein.
Pursuant to Subchapter D, Chapter 1201, Texas Government Code, the duty of conveision and exchange of
Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrat�, and, upon the execution of said
Certi�cate, the converted and exchanged Certificate sha11 be valid, incontestable, and enforceable in the same
manner and with the same effect as the Certificates which initially were issued and delivei•ed pursuantto this
Ordinance, approved by the Attoiney General of the State of Texas, and registered by the Comptroller of
Pliblic Accomits of the State of Texas.
(d) Payment of Principal and Interest. The City hereby furYher appoints the Paying Agent/Registrar
to act as the paying agent for paying the principal of and interest on the Certificates, all as provided in this
Ordinance. The Paying Agent/Registrar shall keep proper t•ecords of all payments made by the City and the
Paying Agent/Regish�ar with respect to the Cei�tificates, and of ail conversions and exchanges of Certificates,
and all replacements of Certificates, as provided in this Ordinance. However, in the event of a nonpayment of
interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when fiuids for
the payment of such interest have been received fi•om the City. Notice of tihe past due interest shall be sent at
least five (5) business days prior to the Special Record Date by United States �nail, first-class postage prepaid,
to the addt•ess of eacl� i•egistei•ed owner appearing on the Regish�ation Books at the close of business on the
last biisiness day next preceding the date of mailing of such notice.
(e) Payment to Registered Owner. Notwithstanding any other provision of this Ordinance to the
conh�aiy, the City and the Paying AgenY/Regish�ar shall be entitled to tl•eat and consider the person in whose
name each Certifcate is registered in the Registi•ation Books as the absolute owner of such Certificate for the
p�upose of payment of pi•incipal with respect to such Certificate, for the purpose of i•egistering transfeis witl�
i•espect to such Cei•tificate, and fot• all other pl�rposes whatsoever. The Paying Agent/Registrar shall pay all
principal of the Certificates only to or upon the order of the Registered Owners, as shown in the Regish•ation
Books as provided in this Ordinance, or theii• respective attorneys duly authorized in wi•iting, and all such
payments shail be vaiid aiid effective to fiilly satisfy and discharge the City's obligations with respect to
payment of principal of the Certificates to the extent of the sum or sums so paid. No person other than a
Registered Owner, as showii in the Regish�ation Books, shall receive a Cei•tificate evidencing the obligation of
the City to make payments of principal pursuant to this Ordinance.
(� Pa��A ent/Re i� st��ar. The City covenants with the Registered Owners oftl�e Certificates that
at all times while the Certificates are outstanding the City will provide a competent and legally qualified bank,
trust compauy, �nancial institution or other agellcy to act as and perform the services of Paying
Agent/Regish�ar for the Certificates under this Ordinauce, and that the Paying Agent/Registr�ar will be one
entity. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to
have agreed to the provisions of this Ordinance, and a certi�ed copy of this Ordinance shall be delivered to
each Paying Agent/Regish•ai•.
(g) Substitute Pa�in�A enA� t/Re isg trar. The City reserves the right to, and may, at its option, change
the Paying Agent/Registrar upon not less than 60 days wt•itten notice to the Paying Agent/Registrar, to be
effective not later than 60 days prior to the next principal payment date after such notice. In the event that the
entity at any time acting as Paying Agent/Registrar (or its successor by meiger, 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 bank, trust company, financial institution, or othei• agency to act as Paying
AgentlRegistrar under this Ordinance. Upon any change in the Payil�g Ageirt/Regishar, the pi�evious Paying
Agent/Regish•ar promptly shall transfer and deliver the Registi•ation Books (or a copy thereo fl, aloug with all
other pertinent books and records relating to the Certificates, to the new Paying Agent/Regish�ar designated
and appointed by the City. Upon any cl�ange in the Paying Agent/Registrar, the City promptly will cause a
written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the
Certificates, by United States mail, first-class postage prepaid, which notice also shall give the address ofthe
new Paying Agent/Registrar.
(h) Book-Enhy_Only System. The Certificates issued in exchange for the Certificates initially issued
to the purchaser or purchasers specified herein shall be initially issued in the form of a separate single fully
registered Certificate for each of the maturities thereof and the ownersl�ip of each such Certificate shall be
registered in the name of Cede & Co., as nominee of The Depositoiy Trust Company ofNew York ("DTC"),
and except as provided in subsections (j) and (k) of this Sectiou, all of the outstanding Certificates shall be
registered in the name of Cede & Co., as nominee of DTC.
(i) Blanket Issuer Letter of Re��esentations. The execution and delivery by an authorized officer of
the City of a Blanket Issuer Letter of Representations with t•espect to obligat'rons of the City is hereby
authorized and approved; and the provisions thei•eof shall be fiilly applicable to the Certificates.
Notwithstanding anything to the contrary coiitained herein, while the Certificates are subject to DTC's Book-
Entiy-0nly System and to the extent petmitted by law, the B lanket Issuer Letter of Representations is hereby
incorporated herein and its provisions shall prevail over any other provisions ofthis Ordivance in the event of
conflict.
(j) Certiiicates Registered in the Name of Cede & Co. With i•espect to Certificates r•egistered in the
name of Cede & Co., as nominee of DTC, the City and tl�e Paying Agent/Registrar sl�all have no
responsibility oi• obligation to any securities brokers aud dealei•s, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created ("DTC Participant") to hold
securities to facilitate the clearance and settlement of securities transactions ainong DTC Participants or to
any pei•son on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting
the immediately preceding sentence, the City aud the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accut•acy of the records of DTC, Cede & Co. or any DTC Participant with
respect to any ownership interest in tl�e Certificates, (ii) the delivery to any DTC Pai•ticipant or any other
per•son, other than a Registered Owner of Certificates, as shown o�i the Regish�ation Boolcs, of any notice with
respect to the Certificates, or (iii) tl�e payment to any DTC Participant or any other peison, other than a
Registei•ed Owner of Certificates, as shown in the Registration Books of any amount with respect to principal
of the Cei�tificates. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that
DTC has deteT•mined to substihite a new nominee in place of Cede & Co., the words "Cede & Co." in this
Ordinance shall refer to such new nominee of DTC.
(k) Successor Securities Depository; Ti•ansfers Outside Boolc-Enti•y-Only System. In the event that
the City determines that DTC is iiicapable of discharging its responsibilities descl•ibed herein and in the
r•epresentation letter of the City to DTC or that it is in the best interest of the beneiicial owners of the
Certificates that they be able to obtain certificated Cei�tificates, the City shall (i) appoint a successol• securities
depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as
amended, notify DTC and DTC Participants of the appointment of sucl� successor securities depositoly and
transfer one or more separate Certificates to such successor secm•ities depository or (ii) notify DTC and DTC
Participants of the availability through DTC of Ceriiiicates and tr•ansfer one or more separate Certificates to
DTC Participants having Certificates credited to their DTC accounts. In such event, tl�e Certificates shall no
longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of
DTC, but may be registered in the name ofthe successor securities depository, or its nominee, or in whatever
name or names Registered Owners transferring or exchanging Certificates shall designate, in accordance with
the provisrons of this Ordinance.
(1) Payments to Cede & Co. Notwithstanding any othet• pr•ovision ofthis Ordinance to the contrary,
so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with
respect to principal of such Certificate and all notices with respect to such Certificate shall be inade aud given,
respectively, in the manner provided in the representation letter oftl�e City to DTC.
(m) General Characteristics ofthe Certificates. The Certificates (i) shall be issued in fiiliy register•ed
form, without interest coupons, with the principal of and interest on such Certificates to be payable only to the
registered owneis thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred
and assigned, (iv) may be conver•ted and exchanged for other Certi�cates, (v) shall have the characteristics,
(vi) shall be signed, sealed, executed and authenticated, (vii) shall be payable as to principal and interest, and
(viii) shall be administered aud the Paying Agent/Registrar and the City shall have certain duties and
responsibilities with r•espect to the Certificates, all as provided, and in the manner and to the effect as 1•equired
or indicated, in the FORM OF CERTIFICATE set foi•th in this Ordinance. The Certificates initially issued
and delivered pursuant to this Ordinance is not rec�uired to be, and shall not be, authenticated by the Paying
Agent/Registrar, btit on each substitute Certificate issued in conversion of and exchange for any Certi�cate or
Certi�cates issiied under this Ordinance the Payi»g Agent/Regish�ar shall eaecute the Paying
Agent/Registrai°s Authentication Certificate, in the FORM OF CERTIFICATE set forth in this O�•dinance.
(n) Cancellation of Initial Certiiicate. On the closing date, one initial Ce1-tificate t•epresenting the
entire pi•incipal amount offlle Certi�cates, payable in stated installments to tl�e ordei• ofthe iniYial pui•chaser
ofthe Certificates oi• its designee, executed by manual or facsimile siguat�ue ofthe Mayo1•, City Secretary and
City Atiorney, approved by the Attorney General of Texas, and registered and signed by tl�e Comph�oller of
Public Accounts of the State of Texas in flie manner prescribed by law, will be delivered to such purchaser or
its designee. Upon payment for the initial Certiiicate, the Paying Agent/Registrar shall insert the Issuance
Date on Certificate No. T-1, cancel each of the initial Cei•tificates and deliver to DTC on behalf of sucl�
pus•chaser one registered definitive Certificate for each year of maturity of the Certi�cates, in tl�e aggregate
principal amount of ali ofthe Certificates for such mahu•ity, registered in the name of Cede & Co., as nominee
of DTC. To the extent fllat the Paying Agent/Registrar is eligible �to participate in DTC's FAST System,
pursuant to au agreemei7t between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall
hold the de�nitive Certi�cates in safekeeping for DTC.
Section 4. FORM OF CERTIFICATES. The foi•m of the Certificates, inciuding the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assigmnent and the form of Registration Certificate
of the Comptroller of Public Accounts of the State of Texas to be attached to tl�e Certificates initially issued
and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such
appropriate variations, omissions or insertions as are pei•mitted or required by this Ordinance.
(a) Form of Certificate.
• •
UNITED STATES OF AMERICA
STATE OF TEXAS
PRINCIPAL
AMOUNT
$
CITY OF FORT WORTH, TEXAS
COMBINATION TAX AND SURPLUS REVENUE CERTIFICATE OF OBLIGATION,
TAXABLE SERIES 2025
Delivery Date
Interest Rate
Maturity Date
CUSIP No.
October 28, 2025
1►»LeI(C111191:7�1�Z�]�i�I11�l:ii
PRINCIPAL AMOUNT:
%
February 15, 20
ON THE MATURITY DATE specified above, the City of Fort Worth, in Tarrant, Denton, Par•ker,
W ise and Johnson Counties, Texas (the "City"), being a political subdivision and inunicipal corporation of the
State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns
(hereinafter called the "Registered Owner•"), on the Maturity Date specified above, the P�•incipal Amount
specified above, and to pay interest thet•eon from the delivery date specified above, on Februaly 15, 2026 and
semiaru�uaily on each August 15 and February 15 thereafter• to the maturity date specified above, or to the
date of i•edemption prior to mahirity, at the interest rate per amlum specified above; except that if the Paying
Agent/Regish•ar's Authentication Certificate appearing on the face of this Certificate is dated later than
February 15, 2026, such interest is payable semiannually on each August 15 and Febi•uary 15 following such
date.
THE PRINCIPAL OF AND INTEREST ON this Cet•tificate are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Certificate shall be
paid to the registered owner hereof upon presentation and sLurender of this Certificate at maturity, or at
redeinption prior to matui•ity, atthe designated corporate hust office in Dallas, Texas (the "Designated Trust
Office"), of BOKF, NA, which is the "Paying Agent/Registrar" for this Certificate. The payment of interest
on fllis Certificate shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest
payment date by check or di•aft, dated as of such interest payment date, drawn by the Paying Agent/Registrar
on, and payable solely fi•oln, funds of flle City required by the ordinance ailthorizing the issuance of this
Certificate (the "Certificate Oi•dinance") to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided; ai7d sueh check �or draft shall be sent by the Paying Agent/Regist�•ar by United States
mail, first-ciass postage prepaid, on each slich intei•est paylnent date, to the registered owner hereof, at its
address as it appeared on the last business day of the month next precediilg each such date (the "Record
Date") on the Registration Books lcept by the Paying Agent/Registi•ai•, as hereinaftei• described. Any acci•ued
interest due at matui•ity or upon the redemption ofthis Certificate priorto maturity as provided herein shall be
paid to the registe�•ed owner upon presentation and sur►•ender• of this Certi�cate for i•edemption and payinent at
the Designated Trust Office of the Paying Agent/Registrar. The foregoing notwithstauding, so long as the
Texas Water Developtnent Board ("TWDB") is the registered owner or beneficial owner of 100% in
aggregate principal ainount of the Certi�cates then Outstanding, payment of principal ofthe Certificates shail
be made thereto by wire transfer, at no expense to the TWDB. The City has covenanted in the Certificate
Ordinance fllat on or before each principal payment date, interest payment date, and aceraed interest payment
date for tl�is Certificate it will make available to the Paying Agent/Registrar, fiom the "Interest and
Redetnption Furid" created by Yhe Certificate Ordinance, the amounts required to provide for the payment, in
imnzediately available funds, of all principal of and interest on the Certificates, when due.
IN THE EVENT of a non-payment of interest on a scheduled payment date, and for 30 days
thereafter, a new record date for sucl� interest payment (a "Special Record Date") will be established by the
Paying Agent/Regish•ar, if and when funds for the payment of such interest have been received fi•om the City.
Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special
Payment Date", which sl�ail be 15 days after the Special Recol•d Date) shall be sent at least �ve business days
prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each
registered owner appearing on the registration books of the Paying Ageilt/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 payinent of the principal of or interest on this Certi�cate shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated Trust Of�ce
of the Paying AgenbRegistrar is located at•e authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such a Satuc�day, Stulday, legal holiday, or day on
which banking institutions are authorized to close; and payinent 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 Certifcates is determined only by a book entry at a securities depository for the
Certificates, any payment to the securities depositoiy, or its nominee or registered assigns, shall be made in
accordance with existing arrangements between the City and the securities depository.
NOTWITHSTANDING ANY PROVISION, term, condition or requirement ofthis Certificate or the
ordinance authorizing the issuance ofthis Certificate (the "Certificate Ordinance") to the contrary, payments
to the initial purchaser of the Certificates of principal of the Certificates shall be made by wire h•ansfer of
iinmediately available funds at no cost to such purchaser.
THIS CERTIFICATE is one of a series of Certificates dated October l, 2025, authot•ized in
accordance with the Constitution and laws of the State of Texas in the principal amount of $6,500,000, for
the public purpose of paying all or a portion of the �City's conn�actual obligations incurred for use in
connection with (i) designing, constructing, acquiring, installing and equipping additions, extensions and
improvements to the City's combined waterworks and sanitaiy sewer system, including water service lines,
and (ii) the payment of fiscal, engineering and legal fees incurred in connection therewith, including payment
of the costs of issuance of the Certificates.
ON FEBRUARY 15, 2036, or on any date thereaftei•, the Certificates ofthis series may be redeemed
prioi• to Yheii• sclieduled maturities, atthe option ofthe City, with funds derived from any available and lawful
sotirce, as a whole, or in part, and, if iu part, the par�ticular Certificates, or pot•tions thereof, to be redeemed
shall be redeemed in inverse order of maturity and the City shall direct the Paying Agent/Registrar to call by
lot or other customaty method, portions thereof within such maturities and in such principal amotmts, for
i•edemption (provided that a portion of a Certificate may be i•edeemed only in an integral multiple of $5,000),
at a redemption price equal to the pr�incipal amount to be redeemed plus accrued interest to the date fixed for
redemption.
AT LEAST THIRTY days prior to flle date fixed for any redemption of Cel•tificates or portions
thereof prior to maturity a written notice of sucl� redemption shall be sent by tl�e Paying Agent/Registrar by
United States mail, iirst-class postage prepaid to the registered owner ofeach Certificate to be redeemed at its
address as it appeared on the 45th day pr�iot� to such redemption date; provided, however, that the failure of the
registered ownei• to receive such notice, or any defect therein or in the sending or inailing thereof, shall not
affect the validity or effectiveness ofthe proceedings for the redemptiou of any Certificate. By the date fixed
for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the
required redemption price for the Certificates or portions thereof that are to be so redeemed. If such wi•itten
notice of t•edemption is sent and if due provision for such payment is inade, all as provided above, the
Certificates or poi�tions thereof tl�at are to be so t•edeeined thereby automatically shall be treated as redeemed
prior to theil• scheduled maturities, and they shall not bear interest after the date fi�ed for redemption, aud
they shall not be i•egarded as being outstanding except for the right of the registered owner to receive the
redemption price fi�om the Paying Agent/Registrar• out of the funds provided for such payment. If a portion of
any Certificate shali be redeemed, a substitute Certificate or Certificates having the same maturity date,
bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at
the written request of the registered owner, and in aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the
expense of the City, all as provided in the Certificate Ordinance.
WITH RESPECT TO ANY OPTIONAL REDEMPTION OF THE CERTIFICATES, unless certain
prerequisites to such redemption required by the Certificate Ordinance have been met and money sufficient to
pay the principal o� and premium, if any, and interest on the Certificates to be redeemed will have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice may state
that said redemption may, at the option ofthe City, be collditional upon the satisfaction of sLich prerequisites
and receipt of such money by the Paying Agent/Registrat� on or� prior to the date �xed for such redemption or
upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given
and such prerequisites to the redemption are not fiilfilled, such notice will be of no force and effect, the City
will not redeem such Certificates, and the Paying Agent/Registrar will give notice in the mamler in which the
notice of redemption was given, to the effect that such Certi�cates have not been redeemed.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fiilly i•egistered certificates, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Certificate
Ordinance, this Certificate may, at the request of the Registered Owner or the assignee or assignees hereof, be
assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered
certificates, without interest coupons, payable to the appropriate Registered Owner, assiguee or assignees, as
the case may be, having the same denomination or denominations in any integral multiple of $5,000 as
requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon
surrender of this Certificate to tl�e Paying AgenY/Regist�•ai• for cancellation, all in accordance with the form
and procedures set fot•th in the Certificate Ordinance. Among other requirements for such assignment and
transfer, this Certificate must be presei7ted and surrendered to the Paying Agent/Registrar, together with
proper instruments of assignment, in form and with guarantee of signatures satisfactoiy to the Paying
Agent/Regish•ar, evidencing assignment ofthis Certificate or any portion or portions hereof in any integral
mulYiple of $5,000 to the assignee or assignees in whose name oi• names tllis Certificate or any such portion or
portions hereof is or are to be registered. The forin of Assignment printed or endoised on this Cei•tificate may
be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive,
and other instruments of assigninent satisfactoty to tl�e Paying Agent/Regish�ar may be used to evidence the
assigument of this Certificate or any portion or portions hereof fi•om time to time by the Registei•ed Owner.
The Paying Agent/Registrar's reasonable standard or customaiy fees and charges for assigning, transferring,
convertiilg and exchanging any Certificate or portion tl�ereof will be paid by the City. In alry circumstance,
any taxes or governmental charges required to be paid with respect ther•eto sl�all be paid by the one requesting
slich assignment, h•ansfer, conversion or exchange, as a condition precedent to the exercise of sucl� pi•ivilege.
The Paying Agent/Registrar shall not be required to make any such transfer, conversion or exchange of any
Certificates during the period commencing with the close of business on any Record Date and ending witl� the
opening of business on the next following pri�icipal or interest payment date or, with respect to any Certificate
or any portion thereof called for redemption prior to maturity, within 45 days pl•ior to its redemption date;
provided, however, snch limitation on h�ansfer shall not be applicable to an exchange by the registei•ed owner
of the uncalled balance of a Certificate called for redemption in part.
IN THE EVENT any Paying Agent/Registrar for the Certifcates is changed by the City, resigns, or
otherwise ceases to act as such, the City has covenanted in the Cei-Yificate Ordinance that it promptly will
appoint a competent and legally quali�ed substitirte therefor, and cause written notice thereof to be mailed to
the Registered Owners of the Certificates.
IT IS HEREBY certified, recited aud covenanted that this Certificate has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist
and be done precedent to or in the authorization, issuance and deliveiy of this Certificate have been
performed, existed and been done in accordance with law; that annual ad valorem taxes sufficieirt to provide
for the payinent of the interest on and principal of this Certificate, as such interest comes due and such
principal inatures, have been levied and ordered to be levied against all taxable properry in said City, and have
been pledged for such payment, within the limits prescribed by law, and that this Certificate is additionally
secured by and payable from a pledge of the Surplus Revenues of the System remaining after payment of all
operation and maintenance expenses thereof, and all debt service, reserve, and other requirements in
connection with all ofthe City's revenue bonds or other obligations (now or hereafter outstanding) which are
payable from all or any part of the net revenues of the System, all as provided in the Certificate Ordinance.
THE CITY HAS RESERVED THE RIGHT to amend the Certificate Ordinance as provided therein,
and under some (but not a11) circumstances amendments thereto must be approved by the Registered Owners
of a majority in aggregate principal amount of the outstanding Certificates.
BY BECOMING the Registered Owner of this Certi�cate, the Registered Owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in
the official minutes and records ofthe governing body ofthe City, and agrees thatthe terms and provisions of
this Certificate and the Certifcate Ordinance constitute a contract between each Registered Owner hereof and
the City.
IN WIT'NESS WHEREOF, this Certificate has been signed with the inanual or facsimile signatui•e of
the Mayor ofthe City, attested by the manual oi• facsimile signature of the City Secretaiy, and approved as to
form and legality with the manLial or facsimile signature ofthe City Attorney, andthe official seal ofthe City
has been duly af�xed to, or impressed, or placed in facsimile, on this Certificate.
(signature) (si�.,nlature)
City Secretary, City of Fort Worth, Texas
APPROVED AS TO FORM:
(si�nattue�
City Attorney, City of Fort Worth, Texas
(b) Form of Paving Agent/Registrar's Authentication Certificate.
(City Seal)
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be e�ecuted if this Certificate is not accompanied by an executed Registration Certiiicate
of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the Certificate
Ordinance described in the text of this Certiiicate; and that this Certificate has been issued in coiiversion or•
replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates of a
series that originally was approved by the Attorney General of the State of Texas and registered by the
Coinpn•oller of Public Accounts of the State of Texas.
Dated:
BOKF', NA, Dallas, Texas
Paying AgenY/Regish•ar
:
(c) Forin of Assi n� ment.
Authorized Representative
ASSIGNMENT
(Please rype or pr�int clear•l})
For value received, the undeisig�ied hereby sells, assigns and transfeis unto:
Tr�ansferee's Social Security or Taxpayer ldentification Number:
Transferee's name and address, including zip code:
the within Certificate and all rights thereunder, and hereby u•revocably constitutes and appoints
, attorney, to register the transfer of the within
Certificate on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) tnust be guaranteed by an NOTICE: The signature above must correspond with
Mayor, City of Fort Worth, Texas
10
eligible guar•al�tor instihrtion pat-ticipating iu a
securities transfer association recognized signature
gttarantee program.
the name of the Registered Owner as it appears upon
the fi•ol�t of this Certificate in evely pai•ticular,
without alteration or enlargement or any change
whatsoever.
(d) Form of Re�istration Certificate of the Comptroller of Public Accotults.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this CerYificate has been eaamined, certiiied as to validity and approved by the
Attorney General of the State of Teaas, and that this Certificate has been registei•ed by the Comph�oller of
Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) Initial Certificate Inset•tions.
that:
(i) The initial Cer•tificate shall be in Yhe form set forth is paragraph (a) ofthis Section, except
A. Immediately uiidei• the name of the Certificate, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and "CUSIP No.
" shall be deleted..
B. The first paragraph shall be deleted and the following will be inserted:
"THE CITY OF FORT WORTH, TEXAS, in Tarrant, Denton, Parker, Wise and Johnson Counties,
Texas (the "City"),being a political subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the
"Registet•ed Owner"), on February 15 in each ofthe years, in the principal amounts and bearing interest at the
per annum rates set forth in the following schedule:
Yeais
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
Principal
Amount
$ 150,000
140,000
140,000
145,000
150,000
155,000
155,000
160,000
165,000
170,000
Interest
Rates
2.44 %
2.44
2.44
2.46
2.55
2.58
2.74
2.78
2.98
2.99
Interest
Rates
3.58 %
3.59
3.61
3.61
3.63
3.63
3.64
3.65
3.65
3.66
Years
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
Principal
Amount
$ 205,000
215,000
220,000
230,000
240,000
245,000
255,000
265,000
275,000
285,000
11
2036 175,000
2037 180,000
203 8 190,000
2039 195,000
2040 200,000
3.02
3.07
3.09
3.12
3.15
2051
2052
2053
2054
2055
295,000
305,000
320,000
330,000
345,000
3.67
3.67
3.68
3.69
3.70
The City proinises to pay intei•est on the unpaid principal amount hereof (calculated on the basis of a 360-day
year of twelve 30-day montlis) from the Delivery Date above, at the r•espective Interest Rate per annum
specified above. Interest is payable on February 15, 2026 and semiannually on each August 15 and
February 15 thereafter to fl1e date of payment of the principal installment specified above, or the date of
redemption prior to maturity; eacept, that if tl�is Certificate is required to be authenticated and the date of its
authentication is later than tlle first Record Date (1lereinafter defined), such Principal Amount shall bear
interest fi•om the interest payment date next preceding the date of authentication, iinless such date of
authentication is after any Record Date but on or befor•e the next following interest payment date, in which
case such principal amount shall bear interest fi�om such neYt following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Cer�tiiicate or Certificates, if any, for
which this Cei-tificate is being exchanged is due btrt lias not been paid, then this Cet-tificate shall bear interest
fi•om the date to which such inte�•est has been paid in full."
C. The Initial Certificate shall be numbered "T-1."
Section 5. INTEREST AND REDEMPTION FUND; SURPLUS REVENUES.
(a) A special "Ii�terest aud Redemption Fui1d" is hereby created and shall be established and
maintained by the City at an official deposito�y bank of said City. Said Interest and Redemption Fund shall
be kept separate and apart from all other fiinds and accounts of said City, and shall be used only foi• paying
the interest on and principal of said Certiiicates. All amounts received fi�om the sale of the Certificates as
accrued intei•est shall be deposited upon receipt to the Interest and Redemption Fund, and all ad valorem taxes
levied and collected for and on account of said Certificates shall be deposited, as collected, to the credit of
said Interest and Redemption Fund. During each year• while any of said Certificates are outstanding and
unpaid, the govet•ning body of said City shall compute and ascertain a rate and amount of ad valorem tax that
will be sufficient to raise and produce flle money required to pay the interest on said Certiiicates as such
interest comes due, and to provide and maintain a Redemption fund adequate to pay the principal of said
Certificates as such principal matures (but never less than 2% of the original amount of said Certificates as a
Redemption fund each year); and said tax shall be based on the latest approved tax rolls of said City, with full
allowances being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad
valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in said City, for
each year while any of said Certificates are outstanding and unpaid, and said tax shall be assessed and
collected each such year and deposited to the credit of the aforesaid Interest and Redemption Fund. Said ad
valorem taxes sufficient to provide fot• the payment of the interest on and principal of said Certificates, as
such interest comes due and such principal matures, are hereby pledged for such payment, within the limits
prescribed by law. Notwithstanding the foregoing, if the City deposits or budgets to be deposited in the
Interest and Redemption Fund any other revenues, income or resources in advance of the time when ad
valorem taxes are scheduled to be levied for any year, then the amount of taxes which otherwise would have
been required to be levied may be reduced to the extent and by the amount then on deposit or budgeted to be
deposited in the Interest and Redemption Fund.
(b) The Certificates are additionaliy secured by revenues ofthe System that remain after the payment
of all maintenance and operation expenses thereof, and all debt service, reserve and other requir•einents in
connection with all ofthe City's revenue obligations (now or hereafter outstanding) that are secured by a lien
12
on all oi• any part oftlle net revenues ofthe System, such revem�es constihtting "Surplus Revenues." T11e City
shall deposit such Surplus Revenues to the credit of the Interest and Redemption Fund created pursuant to
subsection (a) of this Section, to the eatent necessary to pay the principal of and interest on the Certificates.
Notwitl�standing the reqliil•ements of subsection (a) of this Section, if Surplus Revenues or other lawfully
available moneys of the City are actually on deposit, or budgeted for deposit as hereinafter provided, in tlle
Interest and Redemption Fund in advance of the time when ad valorem taxes are scheduled to be levied for
any year, then the amount of taxes that otherwise would have been required to be levied pursuant to Section
5(a) may be reduced to the extent and by the amount of the revenues then on deposit, or budgeted for deposit
as hei•einafter provided, in the Interest and Redemption Fund. However, ifthe Sllrplus Revenues are budgeted
for deposit into the Interest and Redemption Fund, tl�e City:
(i) shall transfer and deposit in the Interest aud Redemption Fund each nlonth an alnount of
not less than 1/12th of the aimual debt serviee on the Certificates until the ainount on deposit in the
Interest and Redemption Fund eqnals tl�e amollnt required for annual debt service on the Certificates;
furthei•, that the City shall not transfei• any Surplus Revenues to any fund othel• than the Interest aud
Redemption Fund Lintil such ti�ne as an amount equal to the annual debt seivice oii the Certifieates for
the then current fiscal yeai• has been deposited in the Interest and Redemption Fund;
(ii) shall establish, adopt and maintain an amlual budgetthat provides for either the monthly
deposit of sufCicient Surplus Revenues and/or tax revenues, flle inonthly deposit of any other legally
available funds on hand at the time of the adoption of the annual budget, or a combination thereof,
into the Interest and Redemption Fund for the repayment of the Certificates; and
(iii) sl�all at all times maintain and collect sufficient System rates and cliarges in conjunction
with any other legally available fiinds that, after payment of the costs of operating and maintaining
the System, pi•oduce revenues in an amount not less tl�an 1.10 times debt service requirements of all
outstanding System revenue bonds ofthe City and other obligations ofthe City which are secured in
whole or in par�t by a pledge of revenues of the System, for which the City is budgeting the repayment
of such obligations from the revenues of the System, or the City shall provide documentation which
evidences the levy of an ad valorem tax r•ate dedicated to the Interest and Redemption Fund, in
conjunction with any other• legally available fiinds, sufficient for the repayment of System debt
service requirements.
(c) Chapter 1208, Texas Goverument Code, applies to the issuance ofthe Certificates and the piedge
of the ad valor•em taxes and Surplus Revenues granted by the City under this Section, and is therefore valid,
effective, and perfected. Should Texas law be amended at any time while the Certificates are outstanding and
unpaid, the r•esult of such amendment being thatthe pledge of the taxes and Sm•plus Revenues granted by the
City under this Section, is to be subject to the filing requirements of Chapter 9, Texas Business and
Commerce Code, in order to preserve to the Registered Owners of the Certificates a secui•ity interest in said
pledge, the City agrees to take such measw•es as it determines are reasonable and necessary under Texas law
to comply with the applicable provisions of Chapter 9, Texas Business and Coinmerce Code and enable a
filing of a security interest in said pledge to occur.
Section 6. DEFEASANCE OF CERTIFICATES.
(a) Any Certificate and the interest thereon shall be deeined to be paid, retired and no longer
outstanding (a "Defeased Certificate") within the meaning ofthis Ordinance, except to the e�tent provided in
subsection (d) of this Section, when payment of the principal of such Certificate, plus interest thereon to the
due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or
caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such
due date by irrevocably depositing with or inaking available to the Paying Agent/Registrai• in accordance with
au escrow agi•eement or other instrument (the "FuYure Escrow Agreement") for such payinent (1) lawful
13
money of tl�e United States of America stifficient to make such payment or (2) Defeasance Seciuities that
mat�u•e as to principal and interest in such amounts aud at such times as will insure the availability, without
reinvestment, of sufficient money to pi•ovide for such payment, and when proper arr•angements have been
made by the City with the Paying Agent/Registi•ar for the payment of its services tuitil all Defeased
Certificates shall have become due and payable. At such time as a Certi�cate shall be deemed to be a
Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shail no longer be
secured by, payable from, or entitled to the benefits of, the ad valoi•em taxes herein levied and pledged or the
pledge of Surplus Revennes as provided in tllis Ordinance, and such principal and interest shall be payable
solely from such money or Defeasance Securities. Notwitl�standing any other provision of this Ordinance to
the contra�y, it is hereby provided tl�at any detel•mination not to redeem Defeased Certificates tliat is made in
conjunction with the payment arrangements specified in subsection 6(a)(i) or (ii) shall not be irrevocable,
provided that: (1) in the proceedings providing for such payment arrangements, the City expressiy reserves
tl�e right to call the Defeased Certificates for redemption; (2) gives notice ofthe reseivation of that right to the
owners of the Defeased Certificates immediately following the making of the payment arrangements; and
(3) directs tl�at notice of the r•eservation be included in any redemption notices that it authorizes.
(b) Any moneys so deposited with tl�e Paying Agent/Registrar may at the written direction of the
City be invested in Defeasance Securities, maturing in the amounts and times as het•einbefore set forth, and all
income fiom such Defeasance Securities received by the Paying Agent/Regisn�ar that is ilot required for the
payment of the Certificates and the interest thereon, wifll respect to which sucl� money has been so deposited,
shall be turned ovei• to the City, ol• deposited as directed in writiiig by the City. Any Futut•e Esci•ow
Agreement pursuant to which the money and/or Defeasance Sectu•ities are held for the payment of Defeased
Certi�cates may contain provisions permitting the investment or reinvestment of such moneys in Defeasance
Sec�u•ities or the substitution of other• Defeasance Securities upon the satisfaction of the requireinents
speciiied in subsection 6(a)(i) or (ii). All income fi•om such Defeasance Securities received by the Paying
Agent/Registrar which is not required fot• the payment of the Defeased Certificates, with respect to which
such money has been so deposited, shall be remitted to the City or deposited as directed in writing by the
City.
(c) The term "Defeasance Securities" means any securities and obligations now or hereafter
authorized by State law that are eligible to discharges obligations such as tlie Certificates, which under current
law is limited to the following types of securities: (i) direct, noi7callabie obligations of the United States of
America, including obligations tliat are unconditionally guaranteed by the United States of America., (ii)
noncallable obligations ofan agency or instrumentality ofthe United States ofAmerica, including obligations
that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the
ptirchase thereof ai•e rated as to investment quality by a nationally recognized investment rating firm not less
than AAA oi• its equivalent, aud (iii) noncallable obligations of a state or an agency or a county, municipality,
or othei� political subdivision of a state that have been refunded and that, on the date the governing body of the
City adopts or approves the proceedings authorizing the financial arrangements are rated as to investment
qtiality by a nationally recognized investment rating fn•m not less than AAA or its eqllivalent.
(d) Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar
shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had
not been defeased, and the City shall make propet• arrangements to provide and pay for such services as
required by this Ordinance.
(e) In the event that the City elects to defease less than all of the principal amount of Certificates of a
inatlu•ity, the Paying Agent/Registi•ar shall select, or cause to be selected, such amount of Certificates by such
random method as it deems fair and appropriate.
14
(� So long as the Texas Watei• Development Board is the Registered Owner of any of the
Certificates, the City shall provide written notice to the TeXas Water Development Boai•d of a defeasance of
the Cei•tiiicates pursuant to subsection (a)(ii) of this Section.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES.
(a) Replacen�ent Certificates. In the event any outstanding Certificate is damaged, mutilated, lost,
stolen or destt•oyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new
certi�cate ofthe same principal amoLint, maturity and interest rate, as the damaged, mutilated, lost, stolen or
desti•oyed Certi�cate, in replacement for such Certificate in the mauner hereinafter provided.
(b) Application for Replaceinent Certificates. Application for replacement of damaged, mutilated,
lost, stolen or desh•oyed Certificates shall be made by the Registered Owner thereof to the Paying
Agent/Registrar. In evely case of loss, theft or dest�•uction of a Certiiicate, the Registered Owner applying foi•
a replacement certificate shall furnish to the City and to the Paying Agent/Registrar sucl� security or
indemnity as rnay be required by them to save each of them harmless from any loss or damage with respect
thereto. Also, in every case of loss, theft or destruction of a Certificate, the Registered Owner shall furnish to
the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of
such Certificate, as the case may be. In every case of damage or mutilation of a Certificate, the Registered
Owner shall surrender to the Paying Agent/Regishar for cancellation tlle Certiiicate so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Ordinance, in the event
any such Certificate shall have matured, and i10 default has occurred that is then continuing in the payment of
the principai of, redemption premium, if any, or interest on the Certificate, the City may authorize the
paymelit of the same (without surrender thereof except in the case of a damaged or mutilated Certificate)
instead of issuing a replacement Certi�cate, provided secui•ity or indemnity is furnished as above provided in
this Section.
(d) Charge for Issuin�; Replacement Certificates. Prior to the issuance of any replacement certificate,
the Paying Agent/Registrat• shall charge the Registered Owner of such Certi�cate with all legal, printing, and
other expenses in connection therewith. Every replacement certificate issued pursuant to the provisions of
this Section by virtue ofthe fact that any Certificate is lost, stolen or destt�oyed shall constitute a contractual
obligation of the City whether or not the lost, stolen or destroyed Certi�cate shall be found at any time, or be
enfoi•ceable by anyone, and shall be entitled to all the benefits ofthis Ordinance equally and proportionately
with auy and all other Certificates duly issued undei• this Ordinance.
(e) Authority for Issuin� Replacement Certificates. In accordance with Section 1206.022, Texas
Government Code, this Section 7 of this Ordinance shall constitute authority for• the issuance of any such
replacement certificate without necessity of further action by the governing body of the City or any other
body or person, and the duty of the replacement of such certificates is hereby authorized and imposed lipon
the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificates in
the form and manner and with the effect, as provided ii1 Section 3(a) ofthis Ordinance for Certif'icates issued
in conversion and exchange for other Certificates.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; CO-BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF
OBTAINED. The Mayar•, the City Manager, any Assistant City Manager and the Chief Fillancial
Of�cer/Director ofFinancial Management Services ofthe City are hereby author•ized to have conn•ol of the
Certiiicates initially issued and delivered hereunder and ail necessary records and proceedings pertaining to
the Cei�ti�cates pending their deliveiy and their investigation, eaamination, and approval by the Attorney
General of the State of Texas, and their 1•egistration by the Comptt•oller of Public Accounts of the State of
Texas. Upon registration of the Certificates said Comptroller of Public Accounts (or a deputy designated in
15
writing to act for said Comptroller) shall sign the Comptroller's Registration Certificate attached to such
Cei•ti�cates in the manner prescribed by law, and the seal of said Comptl•oller shall be impressed, or placed it1
facsimile, on such Certificate. Tl�e approving legal opinion of the City's co-bond counsel and the assigned
CUSIP munbers may,�at the option of the City, be printed on the Certiiicates issued and delivered under this
Ordinance, but neither shall l�ave any legal efFect, and shall be solely for the convenience and information of
the Registered Owners of the Certificates. In addition, if bond insurance is obtained, tlie Certificates may
bear an appi•opi•iate legend as p��ovided by the insurer.
Section 9. CERTIFICATES NOT TAX-EXEMPT OBLIGATIONS. It is the intention of the City
that tl�e Cei�tificates not be obligations described in section 103 of the Internal Revenue Code of 1986, as
amended, intei•est on which is excludable frorn the gross income of the holdeis.
Section 10. SALE OF CERTIFICATES; FURTHER PROCEDURES.
(a) The Cei•tificates are hereby officially sold and awarded to the initial purchasei•, the Texas Water
Development Board (the "TWDB"), at a pi•ice equal to the par amount thereof, piu�suant to Texas Water
Development Board Resolution No. 24-095. It is hereby officially found, determined, and declared that the
terms of this sale are the most advantageous reasonably obtainable. The Certificates shall initially be
registered in the name of the Texas Water Development Board ot• its designee.
(b) The Mayor, the City Manager, any Assistant City Manager, the Chief Financial Of�icer/Director
of Financial Management Services, the City Seci•etaly oi• any Assistant City Secretaly of the City, and each of
tliem, shall be and they are hereby expressly authoi•ized, empowered and directed from time to time and at any
time to do and perform all such acts and things and to exectrte, acknowledge and deliver in the name and on
behalf of the City all such docuinents, certificates and other insti•uments, whether or not llerein mentioned, as
may be necessaly or desirable in order to carty otrt the terms and provisions ofthis Ordinance, the Certificates
and the sale ofthe Certifcates. In case any of�cei• whose signature shail appeai• on any Certificate shall cease
to be such officer before the delivery of such Certificate, such signature shali nevertheless be valid and
sufiicient for all purposes the salne as if such officer had t•einained in office until such delivery.
Section 11. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings derived
from the investment of proceeds from the sale of the Certificates shall be used along with other certificate
pr•oceeds for the Pt•oject; provided that after completion of such purpose, if any of such interest earnings
remain on hand, such interest earnings shall be used as described in Section 16(n).
Section 12. CONSTRUCTION FLTND; SECURITY FOR DEPOSITS.
(a) The City hereby cr•eates and establishes and shall maintain on the books of the City a separate
fuild to be entitled the "Series 2025 Certificate of Obligation Construction Fund" for use by the City for
payment of all lawful costs associated with the acquisition and consh•uction of the Project as hereinbefore
provided, and to pay the costs of issuailce of the Certificates. Upon payment of all such costs, any moneys
remaining on deposit in said Fund shail be disbursed as provided in Section 16(n).
(b) The City may place proceeds of the Certificates (including investment earnings thereon) and
amounts deposited into the Interest and Redemption Fund in investments authorized by the Public Ftmds
Investment Act, Chapter 2256, Texas Governtnent Code, as amended; provided, however, that the City hereby
covenants that the proceeds of the sale of the Certificates will be used as soon as practicable for the pu1•poses
for which the Certificates are issued.
(c) All deposits authorized oi• required by this Ordinauce shall be secured to the fullest extent
required by law for the security of public funds as provided in Chapter•s 2256 and 2257, Teaas Govermnent
Code, as amended.
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Section 13. COMPLIANCE WITH RULE 15c2-12.
(a) Definitions. As used in this Section, the following terms l�ave the meanings ascribed to such
terms below:
"Financial Obligation" means a(i) debt obligation, (ii) derivative instruinent entered into in
comlection with or pledged as security ot� a source of payn�ent for, an existing or• planned debt
obligation, or (iii) a gua�•antee of (i) or (ii); provided however, that a"financial obligation" shall not
include municipal securities as to which a final of�cial statement (as defined in the Rule) has been
provided to the MSRB consistent with the Rule.
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended fi�om time to time.
"SEC" mealls the United States Securities and Exchange Commission.
(b) Annual Reports.
(i) The City shall provide annually to the MSRB, in an electronic format as prescribed by the
MSRB, within twelve months after the end of each fiscal year, fiilancial information and operating
data with respect to the City of the general type described in Exhibit A hereto. Any financial
statements so to be provided sl�all be (1) prepared in accordance with the accounting principles
described in Exhibit A hereto, or such other accounting principles as the City may be required to
employ from time to time pui•suantto state law or regulation, and (2) audited, ifthe City commissions
an audit of such statements and the audit is compieted within the period during which they must be
provided. If the audit of such �nancial statements is not coinplete within such period, then the City
shall provide unaudited financial information by the required time, and shall provide audited financial
statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements
become available.
(ii) Ifthe City changes its �scal year, it will notify the MSRB ofthe change (and ofthe date
of the new �scal year end) prior to the neat 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 inay be set forth in fuil ii� one or more
docuinents or may be included by specific refet•ence to any document that is available to the public on
the MSRB's internet website or filed with the SEC. All documents provided to the MSRB pursuant
to this Section shall be accompanied by identifying information as prescribed by the MSRB.
(c) Event Notices.
(i) The City shall notify the MSRB in an elecn•onic fortnat as prescribed by the MSRB, in a
timely manner (but not in excess of ten business days after the occurrence of the event) of any of the
following events with respect to the Certificates, if such event is material within the meaning of the
federal securities laws:
1. Non-payment related defaults;
2. Modi�cations to rights of Certificateholders;
3. Certi�cate calls;
4. Release, substitution, or sale of property securing repayment of the Certificates;
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5. The consummation of a merger, consolidation, or acquisition involving an
obligated pe��soiz oi• the sale of all or• substantially all of the assets of the obligated person,
othei• than in the ordinary course of business, the enti•y into a definitive agreement to
undertake such an action oi• the termination of a definitive agreement t�elating to any such
actions, other than puisuant to its ternls;
6. Appointment of a successor or additional paying agent or the change of name of a
paying agent; and
7. Inctu•rence of a Financial Obiigation of the City or agreement to covenants, '
evenYs of default, remedies, priority r•ights, or other similai• terms of a Financial Obligatiol� of
the City, any of which affect sectuity holders.
(ii) The City shall notify the MSRB in an electronic format as prescribed by the MSRB, in a
timely manner (but not in excess of ien business days after the occui•rence of the event) of any of the
following events with respect to the Certificates, without regard to whether such event is considered
material within the meaning of the federal securities laws:
1. Principai payment deliiiquencies;
2. Unscheduled draws o» debt sei•vice 1•eserves reflecting fnancial difficulties;
3. Unscheduled draws on credit enhancements reflecting financial difficulties;
4. Substitution of credit or liquidity providers, or their failure to perform;
5. [RESERVED];
6. Tender offeis;
7. Defeasances;
8. Rating changes;
9. Bankruptcy, insolvency, receivelship or similar event of an obligated person; and
10. Default, event of acceleration, termination event, modification ofterms, or other
similar events under the tet•ms of a Financial Obligation of the City, any of which reflect
financial difficulties.
For these purposes, any event described in clause (9) of the immediately preceding paragraph
is considered to occur when any of the following occui•: the appointment of a receiver, fiscal agent,
or similar officer for the City in a p1•oceeding under tl�e United States Bankruptcy Code or in any
other proceeding under state oi• federal law in which a cour•t or governmental author�ity has assumed
jut�isdiction over substantially all ofthe assets or business ofthe City, or ifsuch jurisdiction has been
assumed by leaving the existing govei•ning body and officiais or officers in possession but subject to
the supervision and orders of a court or governmental authority, or the entiy of an order confirming a
plan of reorganization, arrangeinent, or liquidation by a court or governmental authol•ity having
supervision or jurisdiction over substailtially all of the assets or business of the City.
(iii) The City shall notify tlie MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with subsection (b) of this Section by
the time required by such subsection.
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(d) Limitations Disclaimers and Amendments.
(i) The City shall be obligated to observe and pe�-form 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
Certi�cates within tlie meaning of the Rule, except that the City in any event will give notice of any
deposit made in accoi•dalzce with this Ordinance or applicable law that causes Certificates no longei•
to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the Registered Owners aud
beneficial owners of the Certificates, and nothing in this Section, expi•ess or implied, shall give any
benefit or any legal or equiYable right, remedy, or claim hereunder� to any other pei�son. The City
undertakes to provide only the fii�ancial iilformation, operating data, fmancial statements, and notices
which it has eapressly agreed to provide pursuairt to this Section and does not hereby undertake to
provide any other information that may be relevant ot• inaterial to a complete presentation of the
City's �nancial results, condition, or prospects or hereby undertake to update any information
provided in accordance with this Section or otherwise, except as expressly pr•ovided herein. The City
does not make any representation oi• warranty concerning such information or its usefulness to a
dec'rsion to invest in or sell Certificates at any firture date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the City in observuig or pet•forming its obligations under fllis Section shall
compt•ise a breach of or default under this Ordinance for puiposes of any other provision of tliis
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise liinit the
duties of tl�e City undei• fedet�al and state seclu�ities laws.
(v) Should the Rule be amended to obligate the City to make filings witl� or provide notices
to entities other than the MSRB, the City hereby agrees to Llndertake such obligation with respect to
the Certi�cates in accordauce with the Rule as amended. The provisions of this Section may be
amended by the City fi•om time to time to adapt to changed circumstances that arise froin a change in
legal requu•ements, a change in law, or a change in the identity, nature, status, or type of operations of
the City, blit only if (1) the provisions of this Section, as so amended, would have permitted an
underwriter to purchase or sell Certificates in the primary offering of the Certi�cates in compiiance
with the Rule, taking into accouut any amendments or iuterpretations ofthe Rule since such offer•ing
as well as such changed ci�cumstai�ces aild (2) either (a) the Registered Ow»ers of a majority in
aggregate principal a►nount (or any greater amount requit�ed by any other provision ofthis Orduiance
that authorizes such an amendtnent) of the outstanding Certificates consent to such ainendment or (b)
a person that is unaffiliated with the City (such as nationally recognized bond counsel) determined
that such amendment will not materially impair the interest of the Registered Owners and beneficial
owners of tl�e Certi�cates. The City may also amend or repeal the provisions of this continliing
disclosut•e agreement if the SEC amends or repeals the applicable provision of the Rule or a court of
final jurisdiction enteis judgment that such pi•ovisions of the Rule are invalid, but only if and to the
extent that the provisions ofthis sentence would not prevent an underwriter fiom lawfiilly pui•chasing
or selling Certificates in the priinary offering ofthe Certificates. Ifthe City so amendsthe provisions
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of this Section, it shall include with any amended �uancial information ol• opei•ating data next
provided in accordance with subsection (b) of this Section an explanation, in nai•rative form, of tl�e
reason fo�• the amendinent and of the impact of any change in the type of financial inforination or
operating data so provided.
Section 14. METHOD OF AMENDMENT. The City hel•eby reseives the right to amend this
Ordinance subject to the following terms and conditions, to wit:
(a) The City may from time to time, without the consent of any holder, except as otl�erwise i•eqaii•ed
by paragraph (b) below, amend oi• supplement this Oi•dinance in order to (i) cure any ambiguity, defect or•
omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant
additional rights or security for tlie benefit of the holders, (iii) add events of default as shall not be
inconsistent with the provisions of this Ordinance and that shall not materially adversely afFect the interests of
the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or cot�responding
provisions of fedei�al laws from time to time in effect, or (v) make such other provisions in regard to matters
or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ol•dinance
and tliat shall not in the opinion of the City's co-bond counsel materially adversely affect the interests of the
holdeis.
(b) Except as pr•ovided in paragraph (a) above, the holders of Certificates aggregating in principal
amount a majority ofthe aggr•egate prlllcipal amount ofthen outstanding Certificates that are flle subject of a
proposed amendment shall have the right ft•om time to time to approve any amendinent hereto that may be
deemed necessary or desirable by tl�e City; provided, however, that without the consent of 100% of the
holders in aggregate principal amount of the then olrtstanding Certificates, nothing herein contained shall
permit or be construed to perinit amendment of the terms and conditions of this Ordinance or in any of the
Certificates so as to:
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on
any outstanding Certificates;
(4) Modify the terms of payment of principal oi• of interest or redemption premiuin on
outstanding Certi�cates or any of them or impose any condition with respect to such payment; or
(5) Change the minimum percentage ofthe principal amount of any series of Certificates
necessary for consent to such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the City shall send
by U.S. mail to each Registered Owner ofthe affected Certificates a copy ofthe proposed amendment. Such
notice shall briefly set forth the nature of the proposed ainendment.
(d) Whenever at any time within one year from the date of the mailing of stich notice the City shall
receive an instrument or instruments executed by tl�e holders of at least a majority in aggregate principal
amount of all of the Cet-tificates then outstanding that are t•equired for the ainendment, which instrument or
instruments shall refer to the proposed amendment and that shall specifically consellt to and approve such
amendment, the City inay adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatoi-y Ordinance pursuant to the provisions of this Section, this
Ordinance shall be deemed to be modified and amended in accordance with sucl� amendatory Ordinance, and
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the r�espective rights, duties, aud obligations of the City and all holders of slich affected Certificates shall
thei•eafter be determined, exercised, and enforced, subject in all respects to such amelldment.
(� Any consent given by the holder of a Certificate pursuant to the provisions of this Section shall be
irrevocable for a period of six montl�s fi•om the date ofthe inailing of notice as provided for in this Section,
atld shall be conclusive and binding upon all fiiture holdeis of the same Certificate duri»g such period. Such
consent may be revoked at any tiine aftel• six months from the date of mailing of said notice by the holder who
gave such consent, or by a successor in title, by filing notice witl� the City, but such revocation shall not be
effective if the holders of a nlajority in aggregate principal amount of the affected Certificates then
outstanding, have, prior to the attempted revocation, consented to al�d approved the amendment.
For the purposes of establishing owneiship of the Certificates, the City shall rely solely upon the
registration of the ownership of such Certificates on the Registration Books kept by the Paying
Agent/Registrat•.
Section 15. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occm•rences or events %r the purpose ofthis Ordinance
is hereby declai•ed to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Certificates when
the same becomes due and payable; or
(ii) default in the performance or obseivance of any other covenant, agreement or obligation
of the City, the failiu�e to perform which materiaily, adversely affects the i•ights of the z•egistei•ed
owners of the Certificates, including, but not limited to, their prospect or ability to be repaid in
accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of
such default is given by any Registered Owner to Yl1e City.
(b) Retnedies for Default.
(i) Upon the happening of any Event of Defauit, then and in every case, any Registered
Owner or an authorized representative thereof, including, but not liinited to, a trustee or• trustees
thei•efol•, may proceed against the City, or any offici�l, officer or employee of the City in their official
capacity, for the pllrpose of protecting and enforcing the rights of the Registered Owne1•s under this
Ordinance, by inandamus or• other suit, action or special proceeding in equity oi• at Iaw, 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 unlawfiil or
in violation of any right of the Registered Owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Registered Owneis of Certificates then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred ot• reseived is intended to be exclusive of any other available
remedy or remedies, but each and eveiy such reinedy shall be cumulative and shall be in addition to
every other remedy given hereundel• or ui�dei• the Certi�cates or now or hereafter existing at law or in
equity; provided, however, that notwithstauding any other provision of this Ordinance, the right to
accelerate the debt evidenced by the Certificates shall not be available as a remedy tiuldet• this
Ordinance.
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(ii) The exercise of any remedy hei•ein conferred or reserved sl�ail not be deemed a waiver of
any other available remedy.
(iii) By accepting the delively of a Certificate authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectttate any covenants or
1•epresentations contained in this 01•dillance do not and shall never constitute or give rise to a personal
or pecuniary liability or charge against the officer•s, employees or trustees 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 ofthe City, shall be charged personally by the Registered Owners with any liability, or be
held peisonaily liable to the Registered Owners under any ter�n or provision of this Ordivallce, or
because of any Event of Default or alleged Event of Defauit under this Ordinance.
Section 16. TEXAS WATER DEVELOPMENT BOARD. The provisions ofthis Section shall apply
so long as the Certificates, or any of them, are owned by the TWDB. The City het�eby agrees to comply with
all conditions set forth in TWDB Resolution No. 24-095, wl�ich conditions are incorporated herein.
(a) Annual Audit Reporting. The City shall provide the TWDB with an annual report pi•epared in
accordance with generally accepted auditing standards by a certified public accountant oi• licensed public
accountant, to be submitted withotrt charge within 180 days of the close of each fiscal yeai•.
(b) Covenant to Abide with Rules. The City will abide with all applicable laws ofthe State of Texas
and Rules ofthe TWDB relating to the loan of fwlds evidenced by the Ce1•tificate and the Project for which
the Cei•tificate is issued, sold and delivered.
(c) Water Conservation Pro�ram. The City has adopted and implemented or will adopt and
implement an approved water conservation program in accordance with 31 TAC § 371.71.
(d) Records and Accounts. The City agrees aud covenants tl�at it will maintain current, accurate and
complete records and accounts regarding the System in accordance with 31 TAC § 371.71.
(e) Environmental Determinations. The City agrees and covenants that it will comply with any
special conditions of the environmental determination of the Executive Administrator of the TWDB (the
"Executive Administrator") in accordance with 31 TAC § 371.71.
( fl Pr•ohibition on Use of Proceeds. The City covenants and agrees that none of the proceeds of the
Certi�cate wiil be expended on costs incurred or to be incurred r•elating to the sampiing, testing, reinoving or
disposing of potentially contaminated soils and/or media at the project site, except for a lead service line
replacement pl•oject or associated activity directly connected to the identif'ication, planning, design, and
replacement of lead service lines.
(g) Indemnification. The City fiirther agrees, to the extent permitted by law, to indemnify, hold
har•mless and protect the TWDB from any and all claims or causes of action or datnages to the person or
property of third parties arising fi•om the sampling, analysis, transport, sto�•age, treatment, disposition of any
contaminated sewage sludge, contaminated sediinents and/or contaminated media that may be generated by
the City, its conh�actors, consultants, ageirts, officials and employees as a resuit of activities relating to the
Project.
(h) Convevance of Obii atg ions. Prior to any action by the City to convey its obligations under the
Certificate to another entity, if permitted by law, the conveyance and the assumption of such obligations must
22
be approved by the TWDB. The City shall notify the Executive Adlninistrator p1•ior to taking any actiolis to
altei• its legal status in any manner, such a sale-transfer-inerger• with another retail pt�blic utility.
(i) Davis-Bacon Act Compliance. All laborers and mechanics employed by conh�actors and
subcont��actors for the Project who are paid froin proceeds of the Certificates on deposit in the Series 2025
Certificate of Obligation Constr�iction Tund shall be paid wages at rates not less than those prevailing on
projects of a similar charactei• in the locality of the City in accordance with the federal Davis-Bacon Act and
the U.S. Department of Labor's implementing regulations pei•taining thei•eto.
(j) Fedei•al Fundin� Accountabilitv and Transparency Act. The City sliall provide the TWDB with
all information required by the Federal Funding Accountability and Transparency Act of 2006, Pub. L. 109-
282, as amended by Pub. L. 110-252.
(k) DUNS Number and CAGE Code. The City shail obtain a Data Information Numbering System
(DI1NS) Number and shali register with the System for Award Management to obtain a Commercial and
Government Entity (CAGE) Code, and maintain current registration at all times dw•ing which the Certificate
is outstanding.
(1) Timel�penditures. All proceeds of the Certificate will be timely and expeditiously used, as
required by applicable federal statutes and U.S. Environmental Protection Agency regulations, and the City
shall adhere to a project construction schedule acceptable to the Executive Administrator that facilitates
timely use of funds and project completion.
(m) As-Built Plans. The City shall provide to the TWDB a full and complete set of "as-built" plans
relating to the Project, pr•omptly upon completion of the Project.
(n) Final Accountin�. The City shall use any Cer-ti�cate proceeds that are determined to be
remaining unused funds, which are those funds unspent after the original approved Project is completed, for
enhancements to the oi•iginal Project explicitly approved by the Executive Adminish•ator, or if no
enhancements are authorized by the Executive Administrator, the City will subinit a fmal accouilting and
disposition of tlie Llnused funds. The City shall i•ender a�nal accounting of the cost of the Project to tl�e
TWDB within 60 days of the completion of the Project. If the total cost of the Project, as final ly completed,
is less than originally estitnated, so tl�at the proper share ofthe participation by the Texas Water Development
Board in such project is t•educed, any surplus proceeds fi•om the Certifcates remaining after completion ofthe
Project shall be used in a mamier approved by the ExecLitive Administr�ator•, including without limitation to
redeem, on any date, the Certificates owned by the TWDB, at a price of par.
(o) Insurance. The City agrees to maintain casualty and other insurance on the City's water system of
a kind and in an amount customarily carried by municipai corporations owning and operating similar
properties and in an amount sufficient to protect the interests of'the TWDB in the Project.
(p) Remedies. The TWDB may exercise aii remedies available to it in law or equity, and any
provision o�the Certificate oi• tl�is Ordinauce that restricts or limits the TWDB's full exercise of such remedies
shali be of no force and effect.
(q) American I�•on and Steel Requirements. The City will abide by all applicable construction
contract requii•ements related to tl�e use of u•on and steel prodiicts in the United States, as required by the 2014
Federal Appropriations Act and related State Revolving Fund Policy Guidelines.
(r) Outlay Reports. The City shall submit outlay reports with suf�cient documentation on costs on a
quarterly or monthly basis in accordance with TWDB outlay report guidelines.
23
(s) Disadvanta�e Bttsiness Enterpi•ise. The City her•eby agrees that prior to the release of fiuids for
professional consultants including, but not limited to, the engineer, financial advisor, and co-bond counsel, as
appropriate, tl�e City must provide documentation that it 11as met all applicable state procurement
requirenlents as well as all federal procurement requirements under the DisadvanYaged Business Enterprises
program.
(t) Certain Telecommunications and Video Surveillance Services or Equipment. The City hereby
agrees to abide by flie prohibition on certain telecommunications and video suiveillance services or
equipment as required by 2 CFR § 200.216.
(u) Build America, Buy America Act. The City l�ereby agrees to abide by ali applicable reqliirements
related to the Btiiild America, Bliy America Act, Public Law 117-58.
Section 17. ESCROW AGREEMENT AND ESCROW FUND.
(a) The Esct�ow Agreement between the City and the escrow agent named therein (the 'Bscrow
Agent") substantially in the form and content presented at this meeting, specifying the duties and
responsibiiities of the City and the Escrow Agent, and creating the escrow fund (tlle 'Bsci•ow FLiud"), is
hereby approved aiid the Mayor, the City Manager aild the Chief Financial Officer/Director of Financial
Management Services of the City, iudividually but not collectively, are each hereby authorized and directed to
execute the Escrow Agreement on behalf ofthe City. The Escrow Agent named in the Escrow Agreement is
hereby appointed as the Escrow Agent pursuant to such Escrow Agreement.
(b) On the closing date, the City shall cause the pt•oceeds from the sale of the Cei•tificates to be
deposited into the Escrow Fund or, if agreed to by the Texas Water Development Board, all or a portion of the
proceeds of the Certificates may be deposited into the Construction Fund or as otherwise directed by the City
and the Texas Water Development Board.
(c) Funds shall not be released from the Escrow Fund without written approval by the Executive
Administrator of tl�e Texas Water Development Board. Eacept as provided in Section 16(n), moneys
disbursed froin the Esct•ow Fund shall be credit to the Consti•uction Fund created by Section 12 hereof and
shall be applied only for the payment of costs of the Project.
(d) The security for, aud the investment of, fiinds on deposit in the Escrow Ftmd shall be governed by
the provisions of the Escrow Agreement.
Section 18. APPROPRIATION. To pay the debt ser•vice coming due on the Certificates, if any, prior
to receipt of the taxes levied to pay such debt service, there is her•eby appropriated fi•om current funds on
hand, which are hereby certified to be on l�and and available for such purpose, an atnount sufficient to pay
such debt service, and such amount shall be used for no ofller purpose.
Section 19. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in
this Or•dinance, or application thereof to any persons or circumstances is heid invalid or unconstitutional by a
court of competent jurisdiction, such holding shall not affect the validity of tl�e remaining portion of this
Oi•dinance, despite such invalidity, which remaining pot�tions shall remain in full force and effect.
Section 20. NO PERSONAL LIABILITY. No recourse shall be had fot• payment of the principal of
any Certificates or for any claim based thereon, or on this Ordinance, against any official or employee ofthe
City or any person executing any Certificate.
Section 21. IMMEDIATE EFFECTIVE DATE. This Ordinance shall take effect and be in force
immediately upon and after its adoption by the City Council in accordance with the provisions of
24
Section 1201.028, Texas Government Code and the provisions of the City Charter of the City, and it is
accordingly so ordained.
[Execution page follows]
25
ADOPTED AND EFFECTIVE September :�n �m5
ATTEST:
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C�ty Secretary
C�,�y of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
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ity Attorney
City of Fort Worth, Texas
(City Seal)
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Signature Page — Ordinance Authorizing Issuance of Certificates of Obligation
Mayor
City of Fort Worth, Texas
EXHIBIT A
Annual Fivancial Statements and Operating Data
The following information is refer�•ed to in Section 13(b) of this Ordinance:
1. Annual Financial State�nents and Operating Data. The financial infoi•mation and operating data
witl� respect to the City to be provided in accordance with such Section tl�e following: the annual audit.
2. Accountin� Principles. The accounting principles referi•ed to in sucl� Section are the accounting
principles described in the notes to tl�e finaucial statements refer�•ed to in paragraph 1 above.
A-1
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Jannette S. Goodall, City Secretaiy of the Cit�� of Fort Worth, in the State of Texas, do hereby
certif�� that I have compared the attached and foregoing excerpt from the minutes of the regular, open,
public meeting of the Cit�� Council of the City of Fort Worth, Texas held on September 30, 2025, and
the Ordinance Authorizing the Issuance of Combination Tax and Surplus Revenue Certificates of
Obligatioq Taxable Series 2025, 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.
In testimony whereof, I have set my hand and have hereunto affised the seal of said City of Fort
Woith, this �day of ;C= � � , 2025.
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�iy of Fort Worth, Texas
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