HomeMy WebLinkAboutOrdinance 17670-07-2007
THE STATE OF TEXAS
COUNTIES OF TA,RRANT AND DENTON
CITY OF FORT WORTH
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On the 24th day of July 2007 the Crty Council of the Crty of Fort Worth, Texas, met m
regular open, public meeting in the Crty Council Chamber m the Crty Hall with the following
members present, to-wrt.
Mike Moncnef, Mayor
Salvador Espino
Chuck Silcox,
Danny Scarth,
Frank Moss,
Jungus Jordan, Councilmembers,
Carter Burdette,
Kathleen Hicks,
Wendy Davis,
Charles Boswell, Crty Manager
David Yett, Crty Attorney
Marty Hendnx, City Secretary
Karen Montgomery Assistant CrtyManager/Chief Financial
Officer
thus constituting more than a quorum present; and after the Crty Council had transacted certain
business, the following business was transacted, to-wit
Councilmember ~ introduced an ordinance and moved Its passage. The motion was
seconded by Councilmember ',..c,~a The ordinance was read by the Crty Secretary The motion,
carrying with it the passage of the ordinance prevailed by a vote of ~ YEAS ~ NAYS The
ordinance as passed is as follows
~`~ =5"t
ORDINANCE NO ~ ~ 2007
FIFTEENTH SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE BONDS SERIES 2007
IN AN AGGREGATE PRINCIPAL AMOUNT OF $100 000 000
APPROVING THE EXECUTION OF A BOND PURCHASE CONTRACT AND OTHER
INSTRUMENTS RELATED THERETO REPEALING ALL ORDINANCES IN CONFLICT
HEREWITH, AND PROVIDING THAT THIS ORDINANCE SHALL BE IN FORCE AND
EFFECT FROM AND AFTER THE DATE OF ITS PASSAGE
THE STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
WHEREAS the Cnty of Fort Worth, Texas (the City" or the 'Issuer"), a home-rule cnty
operating under ahome-rule charter adopted pursuant to Section 5 of Article XI of the Texas
Constitution, with a population according to the latest federal decennial census of in excess of SO 000
has established and currently owns and operates a combnned waterworks and sanitary sewer system
(the System') and
WHEREAS the Cnty heretofore has estabinshed the Cnty of Fort Worth, Texas Water and
Sewer System Revenue Financnng Program for the purpose of provndnng a financing structure for
revenue supported nndebtedness of the System, and
WHEREAS sand Program was estabinshed pursuant to the terms of a 'Master Ordinance
Estabinshnng the Cnty of Fort Worth, Texas Water and Sewer System Revenue Financnng Program
(the 'Master Ordinance') and
WHEREAS unless otherwise defined herein, terms used herein shall have the meaning graven
nn the Master Ordinance, and
WHEREAS the Master Ordinance authorizes revenue supported nndebtedness to be issued,
nncuned or assumed pursuant to the terms of supplemental ordnnances (any such ordnnance benng a
Supplement") and
WHEREAS pursuant to the terms of the Master Ordinance, the Cnty has adopted twelve
Supplements (desngnated as the 'First Supplement" Second Supplement Thnrd Supplement
'Fourth Supplement" 'Fifth Supplement Snxth Supplement Seventh Supplement 'Enghth
Supplement" 'Ninth Supplement Tenth Supplement" 'Eleventh Supplement" 'Twelfth
Supplement" 'Thirteenth Supplement" and 'Fourteenth Supplement" respectnvely and the 'Prior
Supplements cohhectnvely) pursuant to which (i) the Cnty of Fort Worth, Texas Water and Sewer
System Revenue Refi,nndnng Bonds, Senes 1991A and Senes 1991B the Cnty of Fort Worth, Texas
Water and Sewer System Revenue Refundnng Bonds, Serves 1993 the Cnty of Fort Worth, Texas
Water and Sewer System Revenue Refixndnng and Improvement Bonds, Senes 1996 the Cnty of Fort
Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1997
the Crty of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement
Bonds, Series 1998 the City ofFort Worth, Texas Water and Sewer System Revenue Bonds, Series
2000 the Crty of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement
Bonds, Series 2000B the Crty ofFort Worth, Texas Water and Sewer System Revenue Bonds, Serves
2001 the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement
Bonds, Series 2003 the City of Fort Worth, Texas Water and Sewer System Revenue Refunding
Bonds, Serves 2003A, the City of Fort Worth, Texas Water and Sewer System Auction Rate
Revenue Bonds, Series 2004 the Crty of Fort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2005 and the Crty ofFort Worth, Texas Water and Sewer
System Revenue Refunding Bonds, Serves 2005A were issued, and (ii) the Crty entered into two
respective ISDA Master Agreements (referred to herein as the Swap Agreements'), one with
Lehman Brothers Special Financing Inc and the other with GBDP L.P and
WHEREAS the aforesaid Serves 1991ABonds, Serves 1991B Bonds, Serves 1993 Bonds and
Serves 1996 Bonds are no longer are outstanding, and the aforesaid Serves 1997 Bonds, Series 1998
Bonds, Serves 2000 Bonds, Serves 2000B Bonds, Serves 2001 Bonds, Series 2003 Bonds, Series
2003A Bonds, Serves 2004 Bonds, Series 2005 Bonds and Serves 2005A Bonds are hereinafter
referred to as the 'Previously Issued Panty Bonds and
WHEREAS the Swap Agreements entered into pursuant to the terms of the Fourth
Supplement by their respective terms have expired, and the City has no further obligations thereunder
and
WHEREAS the Previously Issued Panty Bonds are secured by a first hen on and pledge of
the Pledged Revenues of the System, and
WHEREAS, m addition to the Previously Issued Parity Bonds, the Crty has authorized the
issuance of up to $150 000 000 of its Water and Sewer System Commercial Paper Notes, Series A
(the Commercial Paper Notes'), for the purpose of providing a method of interim financing to
improve and extend the City's Water and Sewer System, and
WHEREAS in connection with the Commercial Paper Notes, the Crty has obtained a line of
credit from Bank of Amenca, N.A. (the 'Bank") and
WHEREAS the obligations of the Crty under the agreement with the Bank are secured by
a hen on and pledge of the Pledged Revenues of the System, subordinate to the lien on and pledge
of the Pledged Revenues of the System m favor of the owners of the Previously Issued Panty Bonds
and
WHEREAS the Crty currently does not have any Commercial Paper Notes outstanding; and
WHEREAS rt is deemed advisable and to the best interest of the Crty and the Crty Council
of the City has determined, to issue bonds on a panty with the Previously Issued Panty Bonds for the
purpose of improving and extending the City`s Water and Sewer System, and
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WHEREAS the bonds hereinafter authorized are to be issued and delivered pursuant to
Chapters 1502, Texas Govenunent Code, for the purposes set forth above
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS
SECTION 1 DEFINITIONS That in addition to the definitions set forth in the preamble
of thus Fifteenth Supplement, the tenors used in this Fifteenth Supplement (except in the FORM OF
BOND) and not otherwise defined shall have the meanings given in the Master Ordinance, the Prior
Supplements or in Exhibit A to this Fifteenth Supplement Any references in this Fifteenth
Supplement to the 'FORM OF BOND shall be to the form of the Bonds as set forth in Exhibit B to
this Fifteenth Supplement.
Section 2 BONDS AUTHORIZED That there shall be authorized to be issued, sold, and
dehvered hereunder the Bonds, numbered consecutively from R 1 upward, payable to the respective
initial registered owners thereof, or to the registered assignee or assignees of the Bonds or any
portion or portions thereof, in the denomination of $5 000 or any integral multiple thereof (an
Authorized Denomination') The Bonds are hereby authonzed to be issued in the aggregate
pnncipal amount of $100 000 000 for the purpose of improving and extending the System and paying
the costs of issuance of the Bonds. The Bonds shall be designated as the City of Fort Worth,
Texas Water and Sewer System Revenue Bonds, Series 2007
Section 3 DATES AND MATURITIES INTEREST RATES (a) Dated Date and Principal
Amortization. That the Bonds shall be dated August 1 2007 and shall mature on the matunty date,
in each of the years, and in the amounts, respectively as set forth in the following schedule
MATURITY DATE FEBRUARY 15
YEARS AMOUNTS ($) YEARS AMOUNTS ($1
2008 2,800 000 2017 4 690 000
2009 3 140 000 2018 4 930 000
2010 3,305 000 2019 5 180 000
2011 3 475 000 2020 5 445 000
2012 3 650 000 2021 5 725 000
2013 3 840 000 2022 6 020 000
2014 4 035 000 ****
2015 4,240 000 2027 35 065 000
2016 4 460 000
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(b) Interest Rate The Bonds shall bear interest at the rate of 5 00% per annum, payable to
the registered owner of any such Bond, m the manner provided nn the FORM OF BOND on February
15 2008 and sennuannually thereafter on August 15 and February 15 of each year
Section 4 RIGHT OF PRIOR REDEMPTION (a) Optional Redemption. That the Cnty re
serves the right to redeem the Bonds maturing on or after February 15 2018 nn whole or m part in
principal amounts of $5 000 or any integral multiple thereof, on February 15 2017 or on any date
thereafter at the redemption pace of par plus accrued interest to the date fixed for redemption. If
less than all of the Bonds are to be redeemed by the Crty the Crty shall deterrnune the maturity or
maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Regnstrar to call
by lot Bonds, or pornons thereof, wrthnn such maturity or maturities and m such principal amounts,
for redemption.
(b) Mandatory Redemption. The Bonds maturing February 15 2027 (the Term Bonds')
shall be subs ect to mandatory sinking fund redemption prior to their scheduled maturity on the dates,
m the amounts, and m the manner provided nn the FORM OF BOND
(c) General Notice Notice of any redemption of Bonds shall be given nn the following
manner to-wit, (i) a written notice of such redemption shall be given to the registered owner of each
Bond or a portion thereof being called for redemption not more than sixty (60) days nor less than
thirty (30) days prior to the date fixed for such redemption by depositing such notice nn the United
States mail, first-class postage prepaid, addressed to each such registered owner at lis address shown
on the Registration Books of the Paying Agent/Registrar and (ii) at least thirty (30) days prior to the
date fixed for such redemption, a notice of such redemption shall either be published one tune or
posted electronically on the websnte of a financial journal or publication of general circulation m the
United States of Amernca or the State of Texas which tames as a regular feature notices of
redemption of mumcipal bonds, provided, however that the failure to send, mail, or receive such
notice described in clause (i) above, or any defect therein or in the sending or mailing thereof, shall
not affect the validity or effectiveness of the proceedings for the redemption of any Bond, as
publication or posting of notice as described in clause (ii) above shall be the only notice actually
required in connection with or as a prerequisite to the redemption of any Bonds. By the date fixed
for any such redemption due provision shall be made by the City with the Paying Agent/Registrar for
the payment of the required redemption pace for the Bonds or the portions thereof which are to be
so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of
redemption is given, and if due provision for such payment is made, all as provided above, the Bonds,
or the portnons thereof which are to be so redeemed, thereby automatically shall be redeemed prior
to them scheduled maturities, and shall not bear interest after the date fixed for their redemption, and
shall not be regarded as being outstanding except for the right of the owner to receive the redemption
pace plus accrued interest to the date fixed for redemptnon from the Paying Agent/Registrar out of
the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration
Books all such redemptions of principal of the Bonds or any portion thereof. If a portion of any Bond
shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the
same rate, in any Authorized Denomination at the written request of the owner and in an aggregate
principal amount equal to the unredeemed portion thereof, will be issued to the owner upon the
surrender thereof for cancellation, at the expense of the City all as provided in this Fifteenth
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Supplement. The matunties of Bonds to be called for redemption shall be deterrruned by the City
The Bonds or portions to be redeemed within each such maturity shall be selected by lot or other
customary random method selected by the Paying Agent/Registrar (provided that a portion of a Bond
may be redeemed only m an integral multiple of $5 000) The Crty shall give written notice to the
Paying Agent/Registrar of any such redemption of Bonds at least sixty (60) calendar days (or such
shorter penod as is acceptable to the Paying Agent/Registrar) pnor to such redemption.
(d) Notice to Secunties Deposrtones (i) In addition to the manner of providing notice of
redemption of Bonds as set forth above, the Paying Agent/Registrar shall give notice of redemption
of Bonds by Umted States mail, first-class postage prepaid, at least thirty (30) days pnor to a
redemption date to each registered securities depository and to any national information service that
disseminates redemption notices In addition, m the event of a redemption caused by an advance
refunding of the Bonds, the Paying Agent/Registrar shall send a second notice of redemption to the
persons specified m the immediately preceding sentence at least thirty (30) days but not more than
ninety (90) days pnor to the actual redemption date Any notice sent to the registered securities
deposrtones or such national information services shall be sent so that they are received at least two
(2) days pnor to the general mailing or publication date of such notice The Paying Agent/Registrar
shall also send a notice of prepayment or redemption to the owner of any Bond who has not sent the
Bonds m for redemption sixty (60) days after the redemption date
(ii) Each redemption notice, whether required m the FORM OF BOND or otherwise by this
Fifteenth Supplement, shall contaan a description of the Bonds to be redeemed including the complete
name of the Bonds, the serves, the date of issue, the interest rate, the maturity date, the CUSIP
number if any the amounts called for redemption, the publication and mailing date for the notice,
the date of redemption, the redemption pace, the name ofthe Paying Agent/Registrarand the address
at which the Bond maybe redeemed including a contact person and telephone number
(iii) All redemption payments made by the Paying Agent/Registrar to the registered owners
of the Bonds shall include a CUSIP number relating to each amount paid to such registered owner
Section 5 CHARACTERISTICS OF THE BONDS (a) Registration, Transfer, Conversion
and Exchange, Authentication. The Crty shall keep or cause to be kept at the designated corporate
trust office of Wells Fargo Bank, National Association (the 'Paying Agent/Registrar"), books or
records for the registration of the transfer conversion and exchange of the Bonds (the 'Registration
Books'), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent
to keep such books or records and make such registrations of transfers, conversions and exchanges
under such reasonable regulations as the City and the Paying Agent/Registrarinay prescribe, and the
Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein
provided. The Paying Agent/Registrar shall obtain and record m the Registration Books the address
of the owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein
provided, but rt shall be the duty of each owner to notify the Paying Agent/Registrar m venting of the
address to which payments shall be mailed, and such interest payments shall not be mailed unless such
notice has been given. The Crty shall have the right to inspect at the Designated Trust Office the
Registration Books dunng regular business hours of the Paying Agent/Registrar but otherwise the
Paying Agent/Registrarsliall keep the Registration Books confidential and, unless otherwise required
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by law shall not pernit their inspection by any other entity Except as otherwise provided nn the
FORM OF BOND the owner of each Bond requesting a conversion, transfer exchange and delivery
of such Bond shall pay the Paying Agent/Regnstrar's standard or customary fees and charges for
maknng such registration, transfer conversion, exchange and delivery of a substitute Bond or Bonds
Registration of assignments, transfers, conversions and exchanges of Bonds shall be made nn the
manner provided and with the effect stated nn the nn the FORM OF BOND Each substitute Bond
shall bear a letter and/or number to distinguish rat from each other Bond. An authorized representative
of the Paying Agent/Regnstrar shall, before the delivery of any such Bond, date and manually sign the
'Paying Agent/Regnstrar's Authentication Certificate nn the form set forth nn the FORM OF BOND
(the Authentication Certificate'), and, except as provided below no such Bond shall be deemed to
be issued or Outstanding unless the Authentication Certificate ns so executed, the foregoing
notwithstanding, the Authentication Certificate need not be executed if any such Bond ns accompanied
by an executed Comptroller's Registration Certificate nn the form set forth nn the FORM OF BOND
The Paying Agent/Regnstrarproinptly shall cancel all paid Bonds and Bonds surrendered for conver
Sion and exchange. No addntnonal ordinances, orders, or resolutions need be passed or adopted by
the governing body of the City or any other body or person so as to accomplish the foregoing
conversion and exchange of any Bond or portion thereof, and the Paying Agent/Regnstrar shall
provide for the printing, executnon, and delivery of the substitute Bonds nn the manner prescribed
herenn. Pursuant to Chapter 1206 the duty of conversion and exchange of Bonds as aforesaid is
hereby imposed upon the Paynng Agent/Regnstrar and, upon the executnon of the Authentncatnon Cer
tificate, the converted and exchanged Bond shall be valnd, nncontestable, and enforceable nn the same
manner and wrath the same effect as the Bonds whnch nritnally were issued and delnvered pursuant to
thus Fifteenth Supplement, approved by the Attorney General, and regnstered by the Comptroller of
Public Accounts. As of the date this Fifteenth Supplement is approved by the Cnty the Designated
Trust Office ns the Fort Worth, Texas corporate trust office of Wells Fargo Bank, Natnonal
Assocnatnon.
(b) Payment of Bonds and Interest. The Cnty hereby further apponnts the Paynng
Agent/Regnstrar to act as the paying agent for paying the principal of, premnum, if any and nnterest
on the Bonds, all as provnded in this Fifteenth Supplement. The Paynng Agent/Regnstrar shall keep
proper records of all payments made by the Cnty and the Paynng Agent/Registrar wrath respect to the
Bonds
(c) In General. The Bonds (i) shall be issued nn fully regnstered form, without nnterest
coupons, wrath the prnncnpal of and nnterest on such Bonds to be payable only to the regnstered owners
thereof, (ii) may be redeemed prior to them scheduled maturitnes, (ini) may be transferred and assngned,
(iv) maybe converted and exchanged for other Bonds, (v) shall have the characteristncs, (vi) shall be
signed, sealed, executed and authenticated, (vni) the principal of and nnterest on the Bonds shall be
payable, and (vnni) shall be administered and the Paynng Agent/Regnstrar and the Cnty shall have certain
dutnes and responsibilitnes wrath respect to the Bonds, all as provnded, and in the manner and to the
effect as requnred or nndncated, in the FORM OF BOND The Bonds nritnally nssued and delnvered
pursuant to this Fifteenth Supplement are not requnred to be, and shall not be, authentncated by the
Paynng Agent/Regnstrar but on each substitute Bond nssued in conversion of and exchange for any
Bond or Bonds nssued under thus Fifteenth Supplement the Paynng Agent/Registrar shall execute the
Authentncatnon Certificate
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(d) Substitute Pa, i~g A eng t/Re _isg tray The City covenants with the owners ofthe Bonds that
at all times while the Bonds are Outstanding a competent and legally qualified entity shall act as and
perform the services of Paying Agent/Regnstrar for the Bonds under this Fifteenth Supplement, and
that the Paying Agent/Regnstrar will be one entity Such entity may be the City to the extent
pernutted by law or a bank, trust company financial institution, or other agency as selected by the
City The City reserves the right to and may at its option, change the Paying AgentlRegnstrarupori
not less than one hundred and twenty (120) days written notice to the Paying Agent/Regnstrar to be
effective not later than sixty (60) days prior to the next pnncnpal or interest payment date after such
notice. In the event that the entity at any time acting as Paying Agent/Regnstrar (or its successor by
merger acquisition, or other method) should resign or otherwise cease to act as such, the City
covenants that promptly nt will appoint a competent and legally qualified entity to act as Paying
Agent/Regnstrar under this Fifteenth Supplement. Upon any change nn the Paying Agent/Regnstrar
the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or
a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new
Paying Agent/Regnstrar designated and appointed by the Cnty Upon any change nn the Paying
Agent/Regnstrar the City promptly will cause a written notice thereof to be sent by the new Paying
Agent/Regnstrar toeach owner of the Bonds, by United States mail, first-class postage prepaid, which
notice also shall give the address of the new Paying Agent/Regnstrar By accepting the position and
performnng as such, each Paying Agent/Regnstrar shall be deemed to have agreed to the provisions
of this Fifteenth Supplement, and a certified copy of this Fifteenth Supplement shall be delivered to
each Paying Agent/Regnstrar
Section 6 FORM OF BONDS (a) Form of Bonds That the form of all Bonds, including
the form ofthe Authentication Certificate, the form of Assignment, and the form ofthe Comptroller's
Registration Certificate to be attached only to the Bonds nnitnally issued and delivered pursuant to this
Fifteenth Supplement, shall be, respectively substantially as set forth nn Exhibit B with such appro-
priate variations, omnssnons, or insertions as are permntted or required by this Fifteenth Supplement
and the Purchase Contract.
(b) Pnntnn~ Bond Counsel Opnnnon and Statement of Insurance The punter of the Bonds ns
hereby authorized to pant on the Bonds the form of bond counsel's opnmon relating to the Bonds, and
ns hereby authorized to pant on the Bonds an appropriate statement of insurance furmshed by a
municipal bond insurance company providing mumcnpal bond insurance, of any covering all or any
part of the Bonds
Section 7 ESTABLISI`fiVVIENT OF FINANCING PROGRAM AND ISSUANCE OF
PARITY OBLIGATIONS That by adoptnon of the Master Ordinance the Crty has established the
Cnty of Fort Worth, Texas Water and Sewer System Revenue Financnng Program for the purpose of
providing a financnng structure for revenue supported indebtedness of the System. The Master
Ordinance ns untended to estabinsh a master plan under which revenue supported debt of the System
can be nncurred. Thus Fifteenth Supplement provndes for the authornzatnon, nssuance, sale, delnvery
form, characteristics, provisions of payment and redemptnon, and securnty of the Bonds wlnnch are a
serves of Panty Obligations The Master Ordinance is incorporated herein by reference and as such
made a part hereof for all purposes, except to the extent modified and supplemented hereby and the
Bonds are hereby declared to be Panty Obligations under the Master Ordinance The Cnty hereby
determines that rt will have sufficient funds to meet the financial obligations of the System, including
sufficient Pledged Revenues to satisfy the Annual Debt Service Requirements of the System and to
meet all financial obligations of the City relating to the System.
Section 8 PLEDGE (a) That the Bonds are and shall be secured by and payable from a first
lien on and pledge of the Pledged Revenues, and the Pledged Revenues are further pledged to the
establishment and maintenance of the Debt Service Fund, and to the Reserve Fund to the extent
hereinafter provided. The Bonds are and will be secured by and payable only from the Pledged
Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties,
whether real, personal, or mixed, constntutmg the System.
(b) Chapter 1208 applies to the issuance of the Bonds and the pledge of the Pledged
Revenues granted by the City under subsection (a) of this Section, and such pledge is therefore valid,
effective, and perfected. If Texas law ns amended at any time while the Bonds are outstanding and
unpaid such that the pledge of the Pledged Revenues granted by the Crty is to be subject to the filing
requirements of Chapter 9 Texas Business & Commerce Code, then nn order to preserve to the
registered owners of the Bonds the perfection of the security interest nn said pledge, the Crty agrees
to take such measures as it determines are reasonable and necessary under Texas law to comply with
the applicable provisions of Chapter 9 Texas Business & Commerce Code and enable a filing to
perfect the security interest m said pledge to occur
Section 9 DEBT SERVICE FUND ACCOUNTS That with respect to the Bonds no special
account need be established to facilitate the payment of debt service on the Bonds.
Section 10 RESERVE FUND That deposits to the credit of the Reserve Fund shall be
made nn the manner described in Section 12(b) of this Fifteenth Supplement.
Section 11 INVESTMENTS That money nn the Reserve Fund created under this Fifteenth
Supplement shall not be invested m securities with an average aggregate weighted maturity of greater
than seven years. The value of the Reserve Fund, m addition to the annual determnnatnon described
m the Master Ordinance, shall be established at the time or times withdrawals are made therefrom.
Investments shall be sold promptly when necessary to prevent any default nn connection with the
Bonds. Earnings derived from the investment of moneys on deposit nn the various Funds and
Accounts shall be crednted to the Fund or Account from whnch moneys used to acqunre such
nnvestment shall have come
Section 12 FLOW OF FUNDS That all monies nn the System Fund not requnred for paying
Operating Expenses during each month shall be applned by the Cnty on or before the 10th day of the
follownng month, commencing during the months and nn the order of prnority with respect to the
Funds and Accounts that such applncatnons are hereinafter set forth m this Section.
(a) Debt Service Fund To the credit of the Debt Senvnce Fund, nn the follownng order of
prnority to-writ
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(1) such amounts, deposited in approximately equal monthly installments,
commencing dunng the month in which the Bonds are delivered, or the month thereafter if
delivery is made after the 10th day thereof, as will be sufficient, together with other amounts,
if any in the Debt Service Fund available for such purpose, to pay the interest scheduled to
come due on the Bonds on the next succeeding interest payment date, and
(2) such amounts, deposited in approximately equal monthly installments,
commencing dunng the month which shall be the later to occur of, (i) the twelfth month
before the first maturity date ofthe Bonds, or (ii) the month in which the Bonds are delivered,
or the month thereafter if delivery is made after the 10th day thereof, as will be sufficient,
together with other amounts, if any in the Debt Service Fund available for such purpose, to
pay the principal (including mandatory sinking fund redemption payments, if any) scheduled
to mature or come due on the Bonds on the next succeeding principal payment date or
mandatory sinking fund redemption date, as the case may be
(b) Reserve Fund. When and so long as the Reserve Fund Obligations in the Reserve Fund
are not less than the Required Reserve Amount, no deposits need be made to the credit of the
Reserve Fund. When and if the Reserve Fund at any tune contains less than the Required Reserve
Amount due to any cause or condition then, subject and subordinate to making the required deposits
to the credit of the Debt Service Fund, commencing with the month dunng which such deficiency
occurs, such deficiency shall be made up from the next available Pledged Revenues or from any other
sources available for such purpose, in monthly installments of not less than 1/12 of the Required
Reserve Amount, m the manner provided m the Master Ordinance Reimbursements to the provider
if any of a Credit Facility shall constitute the making up of a deficiency to the extent that such
reimbursements result in the reinstatement, in whole or in part, as the case maybe, of the amount of
the Credit Facility
Section 13 PAYMENT OF BONDS That on or before the first scheduled interest payment
date, and on or before each interest payment date and pnncipal payment date thereafter while any of
the Bonds are Outstanding and unpaid, the City shall make available to the Paying Agent/Registrar
out of the Debt Service Fund (and the Reserve Fund, if necessary) momes sufficient to pay such
interest on and such principal amount of the Bonds, as shall become due on such dates, respectively
at maturity or by redemption pnor to matunty The Paying Agent/Registrar shall destroy all paid
Bonds and fiirrush the City with an appropriate certificate of cancellation or destruction.
Section 14 COVENANTS REGARDING TAX EXEMPTION That the Issuer covenants
to refrain from any action which would adversely affect, or to take such action as to ensure, the
treatment of the Bonds as obligations described in section 103 of the Code, the interest on which is
not includable in the gross income of the holder for purposes of federal income taxation. In
furtherance thereof, the Issuer covenants as follows
(a) to take any action to assure that no more than ten percent of the proceeds of the
Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any)
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are used for any 'pnvate business use as defined in section 141(b)(6) of the Code or, if
more than ten percent (10%) of the proceeds are so used, that amounts, whether or not
received by the Issuer with respect to such pnvate business use, do not, under the teens of
this Fifteenth Supplement or any underlying arrangement, directly or indirectly secure or
provide for the payment of more than ten percent (10%) of the debt service on the Bonds, m
contravention of section 141(b)(2) of the Code,
(b) to take any action to assure that m the event that the 'pnvate business use
described m subsection (a) hereof exceeds five percent (5%) of the proceeds of the Bonds or
the projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount m excess of five percent (5%) is used fora 'pnvate business use which is 'related
and not disproportionate wrtlun the meamng of section 141(b)(3) of the Code, to the
governmental use,
(c) to take any action to assure that no amount which is greater than the lesser of
$5 000 000 or five percent (5%) of the proceeds of the Bonds (less amounts deposited into
a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, m contravention of section 141(c) of the Code,
(d) to refrain from taking any action which would otherwise result m the Bonds being
treated as specified private activity bonds wrtlun the meamng of section 141(b) of the Code,
(e) to refrain from taking any action that would result m the Bonds being 'federally
guaranteed within the meamng of section 149(b) of the Code,
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly to acquire or to replace funds which were used, directly or mduectly to acquire
investment property (as defined in section 148(b)(2) ofthe Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with
(1) proceeds of the Bonds invested for a reasonable temporary period until
such proceeds are needed for the purpose for which the Bonds are issued,
(2) amounts invested m a bona fide debt service fund, within the meamng of
section 1 148-1(b) of the Treasury Regulations, and
(3) amounts deposited m any reasonably required reserve or replacement fund
to the extent such amounts do not exceed ten percent of the proceeds of the Bonds,
(g) to otherwise restnct the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refixndmgs) and
io-
(h) to pay to the United States of Amenca at least once during each five-year
penod (beginning on the date of delivery of the Bonds) an amount that is at least equal to
ninety percent (90%) of the 'Excess Earnings within the meaning of section 148(f) of the
Code and to pay to the United States of America, not later than sixty (60) days after the
Bonds have been paid in full, one hundred percent (100%) of the amount then required to be
paid as a result of Excess Earnings under section 148(f) of the Code
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term
'proceeds included disposition proceeds" as defined in the Treasury Regulations and, in the case
of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended pnor
to the date of the issuance of the Bonds It is the understanding of the Issuer that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U S Department of the Treasury pursuant thereto In the event that regulations
or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable
to the Bonds, the Issuer will not be required to comply wrth any covenant contained herein to the
extent that such failure to comply in the opinion of nationally-recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under section
103 of the Code In the event that regulations or rulings are hereafter promulgated which impose
additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the
additional requirements to the extent necessary in the opinion of nationally recognized bond counsel,
to preserve the exemption from federal income taxation of interest on the Bonds under section 103
of the Code In furtherance of the foregoing, the Mayor the City Manager the Chief Financial
Officer of the City any Assistant City Manager and the Director of Finance may execute any
certificates or other reports required by the Code and to make such elections, on behalf of the City
which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds
In order to facilitate compliance with the above clause (h), a 'Rebate Fund is hereby established by
the City for the sole benefit of the United States of Amenca, and such Rebate Fund shall not be
subject to the claim of any other person, including without limitation the registered owners of the
Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148
of the Code
Section 15 ALLOCATION OF AND LIlVIITATION ON EXPENDITURES FOR THE
PROJECT That the City covenants to account for on its books and records the expenditure of
proceeds from the sale of the Bonds and any investment earnings thereon to be used for the
improvement and extension of the System (referred to herein and Section 16 hereof as a 'Project )
by allocating proceeds to expenditures within eighteen (18) months of the later of the date that (a)
the expenditure on a Project is made or (b) each such Project is completed. The foregoing
notwithstanding, the City shall not expend such proceeds or investment earnings more than sixty (60)
days after the later of (a) the fifth anniversary of the date of delivery of the Bonds or (b) the date the
Bonds are retired, unless the City obtains an opinion of nationally-recognized bond counsel
substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the
Bonds. For purposes of this Section, the City shall not be obligated to comply with this covenant if
it obtains an opinion ofnationally-recognized bond counsel to the effect that such failure to comply
11
will not adversely affect the excludability for federal income tax purposes from gross income of the
interest.
Section 16 DISPOSITION OF PROJECT That the City covenants that the property
constituting a Project will not be sold or otherwise disposed m a transaction resulting in the receipt
by the City of cash or other compensation, unless the City obtains anopinion ofnationally-recognized
bond counsel substantially to the effect that such sale or other disposition will not adversely affect
the tax-exempt status of the Bonds. For purposes of this Section, the portion of the property
compassing personal property and disposed of in the ordinary course of business shall not be treated
as a transaction resulting in the receipt of cash or other compensation. For purposes of this Section,
the City shall not be obligated to comply with thus covenant if it obtains an opinion of nationally
recognized bond counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 17 AMENDMENT OF FIFTEENTH SUPPLEMENT (a) That the owners of a
ma~onty in Outstanding Pnncipal Amount of the Bonds shall have the nght from time to time to
approve any amendment to this Fifteenth Supplement which maybe deemed necessary or desirable
by the City provided, however that nothing herein contained shall permit or be construed to permit
the amendment of the terms and conditions in this Fifteenth Supplement or in the Bonds so as to
(1) Make any change in the maturity of any of the Outstanding Bonds,
(2) Reduce the rate of interest borne by any of the Outstanding Bonds,
(3) Reduce the amount of the pasncipal payable on the Outstanding Bonds,
(4) Modify the terms of payment of pnncipal of, premium, if any or interest on the
Outstanding Bonds or impose any conditions with respect to such payment;
(5) Affect the nghts of the owners of less than all of the Bonds then Outstanding;
(6) Amend this clause (a) of this Section, or
(7) Change the minimum percentage of the principal amount of Bonds necessary for
consent to any amendment;
unless such amendment or amendments shall be approved by the owners of all of the Bonds then
Outstanding.
(b) That if at any time the City shall desire to amend the Fifteenth Supplement under this
Section, the City shall cause notice of the proposed amendment to be published in a financial
newspaper or journal published in the City of New York, New York, and a newspaper of general
circulation in the City once dunng each calendar week for at least two (2) successive calendar weeks.
Such notice shall bnefly set forth the nature of the proposed amendment and shall state that a copy
thereof is on file at the pnncipal office of the Paying Agent/Registrar for inspection by all owners of
the Bonds. Such publication is not required, however if notice in wasting is given to each owner of
the Bonds.
(c) That whenever at any time not less than thirty (30) days, and within one year from the
date of the first publication of said notice or other service of wntten notice the City shall receive an
instrument or instruments executed by the owners of at least a ma~oasty in Outstanding Pnncipal
Amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed
amendment described in said notice and which specifically consent to and approve such amendment
12
m substantially the form of the copy thereof on file with the Paying Agent/Registrar the governing
body of the City may pass such amendment m substantially the same form.
(d) That upon the passage of any such amendment pursuant to the provisions of this Section,
this Fifteenth Supplement shall be deemed to be amended m accordance with such amendment, and
the respective nghts, duties and obligations under this Fifteenth Supplement of the Crty and all the
owners of then Outstanding Bonds shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such amendment.
(e) That any consent given by the owners of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six (6) months from the date of the first publication of the notice
provided for in this Section, and shall be conclusive and binding upon all future owners of the same
Bond during such period. Such consent maybe revoked at any time after six months from the date
of the first publication of such notice by the owner who gave such consent, or by a successor m title,
by filing written notice thereofwith the Paying Agent/Registraravd the City but such revocation shall
not be effective if the owners of at least a ma~onty m Outstanding Principal Amount of the Bonds
have, prior to the attempted revocation, consented to and approved the amendment.
(f) The foregoing provisions of this Section notwithstanding, the Crty by action of the Crty
Council may amend this Fifteenth Supplement without the consent of any owner of the Bonds or any
other Parity Obligations, solely for any one or more of the following purposes
(1) To add to the covenants and agreements of the Crty m this Fifteenth Supplement
contained, other covenants and agreements thereafter to be observed, grant additional rights
or remedies to the owners of the Bonds or to surrender restrict or lirrut any right or power
herein reserved to or conferred upon the Crty
(2) To make such provisions for the purpose of curing any ambiguity or curing,
correcting or supplementing any defective provision. conta,~ned m this Fifteenth Supplement,
or m regard to clanfyif ng matters or questions ansing under this Fifteenth Supplement, as are
necessary or desirable and not contrary to or inconsistent with this Fifteenth Supplement and
which shall not adversely affect the interests of the owners of the Bonds then Outstanding;
(3) To modify any of the provisions of this Fifteenth Supplement in any other respect
whatever provided that such modification shall be, and be expressed to be, effective only
after the Bonds Outstanding at the date of the adoption of such modification shall cease to
be Outstanding;
(4) To make such amendments to this Fifteenth Supplement as may be required, m
the opinion of Bond Counsel, to ensure compliance with sections 103 and 141 through 150
of the Code and the regulations promulgated thereunder and applicable thereto
(5) To make such changes, modifications or amendments as may be necessary or
desirable m order to allow the owners of the Bonds to thereafter avail themselves of a book
13-
entry system for payments, transfers and other matters relating to the Bonds, which changes,
modifications or amendments are not contrary to or inconsistent wrth other provisions of this
Fifteenth Supplement and which shall not adversely affect the interests of the owners of the
Bonds,
(6) To make such changes, modifications or amendments as are permntted by Section
19(c)(v) of this Fifteenth Supplement,
(7) To make such changes, modifications or amendments as may be necessary or
desirable nn order to obtain or maintain the granting of a rating on the Bonds by a Rating
Agency or to obtain or maintain a Credit Agreement or a Credit Facility issued nn support of
the Bonds, and
(8) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the Bonds, in order
to the extent permntted by law to facilitate the economnc and practical utilization of interest
rate swap agreements, foreign currency exchange agreements, or similar type of agreements
with respect to the Bonds.
Notice of any such amendment may be published by the Cnty nn the manner described nn clause (b) of
this Section, provided, however that the publication of such notice shall not constitute a condition
precedent to the adoption of such amendatory ordinance and the failure to publish such notice shall
not adversely affect the implementation of such amendment as adopted pursuant to such amendatory
ordinance
(g) Ownership of the Bonds shall be established by the Registration Books maintained by
the Paying Agent/Regnstrar nn its capacity as registrar and transfer agent for the Bonds
Section 18 DAMAGED MUTILATED LOST STOLEN OR DESTROYED BONDS
(a) That nn the event any Outstanding Bond ns damaged, mutilated, lost, stolen, or destroyed, the
Paying Agent/Regnstrar shall cause to be panted, executed, and delivered, a new bond of the same
principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen, or destroyed
Bond, nn replacement for such Bond nn the manner hereinafter provided.
(b) Application for replacement ofdamaged, mutilated, lost, stolen, or destroyed Bonds shall
be made to the Paying Agent/Regnstrar In every case of loss, theft, or destruction of a Bond, the
applicant for a replacement bond shall fizrnish to the Crty and to the Paying Agent/Regnstrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage wrth respect thereto Also nn every case of loss, theft, or destruction of a Bond, the
applicant shall furnish to the Crty and to the Paying Agent/Regnstrar evidence to their satisfaction of
the loss, theft, or destruction of such Bond, as the case may be In every case of damage or
mutilation of a Bond, the applicant shall surrender to the Paying Agent/Registrarfon cancellation the
Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of thus Section, in the event any such Bond shall
have matured, and no default has occurred which is then continuing in the payment of the principal
of, redemption premium, if any or interest on the Bond, the City may authorize the payment of the
14-
same (without surrender thereof except nn the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provided security or nndemnnty is fixrmshed as above provided nn this
Section.
(d) Pnor to the issuance of any replacement bond, the Paying Agent/Regnstrar shall charge
the owner of such Bond with all legal, prnntnng, and other expenses nn connection therewith. Every
replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond
ns lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the
lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of this Fifteenth Supplement equally and proportnonately with any and all
other Bonds duly issued under this Fifteenth Supplement.
(e) In accordance with Chapter 1206 this Section of this Fifteenth Supplement shall
constitute authority for the issuance of any such replacement bond without necessity of further action
by the governing body of the City or any other body or person, and the duty of the replacement of
such bonds ns hereby authornzed and nmposed upon the Paynng Agent/Regnstrar and the Paynng
Agent/Regnstrar shall authenticate and delnver such bonds nn the form and manner and wrath the effect,
as provnded nn Section 5(a) of this Fifteenth Supplement for Bonds nssued nn exchange for other
Bonds.
Section 19 CONTINUING DISCLOSURE UNDERTAKING (a) Annual Reports (i)
The City shall provnde annually to each NRMSIIZ and any SID wnthnn sax months after the end of
each Fiscal Year endnng nn or after 2007 financnal nnfonrnatnon and operatnng data wrath respect to the
Cnty of the general type described nn Exhibit C hereto Any financnal statements so to be provnded
shall be (1) prepared nn accordance wrath the accounting pnncnples described nn Exhibit C hereto or
such other accounting prnncnples as the City maybe required to employ from tame to time pursuant
to state law or regulation, and (2) audited, of the Cnty commnssnons an audit of such statements and
the audit ns completed wntlun the period during which they must be provnded. If the audit of such
financnal statements ns not complete wnthnn such penod, then the Cnty shall provnde unaudnted financnal
statements wnthnn such penod and shall provnde audited financnal statements for the applncable Fiscal
Year to each NRMSIR and any SID when and of the audit report on such statements becomes
available
(ii) If the City changes rats Fiscal Year rat will notnfy each NRMSIR and any SID ofthe change
(and of the date of the new Fiscal Year end) pnor to the next date by which the Cnty otherwnse would
be required to provnde financnal nnformatnon and operating data pursuant to thus Sectnon. The financnal
nnformatnon and operatnng data to be provnded pursuant to this Sectnon maybe set forth nn full nn one
or more documents or may be nncluded by specnfic reference to any document (includnng an officnal
statement or other offenng document, of rat ns available from the MSRB) that theretofore has been
provnded to each NRMSIR and any SID or filed with the SEC
(b) Material Event Notnces. The City shall notnfy any SID and enther each NRMSIR or the
MSRB nn a tamely manner of any of the following events wrath respect to the Bonds, of such event
ns material wnthnn the meaning of the federal secuntnes laws
15-
1 Principal and interest payment delinquencies,
2 Non-payment related defaults,
3 Unscheduled draws on debt service reserves reflecting financial difficulties,
4 Unscheduled draws on credit enhancements reflecting financial difficulties,
5 Substitution of credit or lnqundnty providers, or their failure to perform,
6 Adverse tax opinions or events affecting the tax-exempt status of the Bonds,
7 Modnficatnons to rights of holders of the Bonds,
8 Bond calls,
9 Defeasances,
10 Release, substntutnon, or sale ofproperty securing repayment ofthe Bonds, and
11 Rating changes
The Cnty shall notify any SID and either each NRMSIR or the MSRB nn a tamely manner of any
failure by the City to provide financnal nnformatnon or operating data m accordance with subsection
(a) of this Section by the tame requnred by such subsection. Any filing under this Section may be
made solely by transmitting such filing to the MAC as provided at http.//www.disclosureusa.org,
unless the SEC has withdrawn the nnterpretnve advnce stated in its letter to the MAC dated September
7 2004
(c) Lmm~ntatnons. Disclaimers, and Amendments. (i) The City shall be obligated to observe
and perform the covenants specified nn thus Section for so long as, but only for so long as, the Cnty
remains an obligated person with respect to the Bonds within the meamng of the Rule, except that
the Cnty nn any event will give notnce of any deposit made m accordance wrath this Fifteenth
Supplement or applicable law that causes Bonds no longer to be outstandnng.
(ii) The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothnng nn this Section, express or nmplned, shall give any benefit or any legal or
equitable right, remedy or claim hereunder to any other person. The Cnty undertakes to provide only
the financnal nnformatnon, operating data, financial statements, and notices which rat has expressly
agreed to provide pursuant to this Sectnon and does not hereby undertake to provide any other
nnformatnon that may be relevant or maternal to a complete presentatnon of the Cnty's financnal results,
condntnon, or prospects or to update any nnformatnon provnded nn accordance wrath thus Sectnon or
otherwnse, except as expressly provnded herenn. The Cnty does not make any representatnon or
warranty concerning such nnformatnon or its usefulness to a decnsnon to invest m or sell Bonds at any
future date
(ini) UNDERNO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON IN CONTRACT OR
TORT FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART OF ANY
COVENANT SPECIFIED 1N 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 LIlVIITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE
16-
(iv) No default by the Crty m observing or perforrning its obligations under this Section shall
comprise a breach of or default under this Fifteenth Supplement for purposes of any other provision
of this Fifteenth Supplement. Nothing m this Section is intended or shall act to disclaim, waive, or
otherwise lirrut the duties of the Crty under federal and state securities laws.
(v) The provisions of this Section may be amended by the Crty from time to time to adapt to
changed circumstances that arse from a change m legal requirements, a change m law or a change
m the identity nature, status, or type of operations of the Crty but only if (1) the provisions of this
Section, as so amended, would have permitted an underwater to purchase or sell Bonds m the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments or
interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the Holders of a majority m aggregate principal amount (or any greater amount required by any
other provision of this Fifteenth Supplement that authorizes such an amendment) of the outstanding
Bonds consent to such amendment or (b) a person that is unaffiliated with the Crty (such as nationally
recognized bond counsel) deterrrunes that such amendment will not materially impair the interest of
the holders and beneficial owners of the Bonds. If the Crty so amends the provisions of this Section,
it shall include wrth any amended financial information or operating data next provided m accordance
wrth subsection (a) of this Section an explanation, m narrative form, of the reason for the amendment
and of the impact of any change m the type of financial information or operating data so provided.
Section 20 DEFAULT AND REMEDIES (a) Events of Default. Each of the following
occurrences or events for the purpose of this Fifteenth Supplement is hereby declared to be an Event
of Default.
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable, or
(ii) default m the performance or observance of any other covenant, agreement or
obligation of the Crty the failure to perform which materially adversely affects the rights of
the registered owners of the Bonds, including, but not limmted to their prospect or ability to
be repaid m accordance with this Fifteenth Supplement, and the continuation thereof for a
period of 60 days after notice of such default is given by any registered owner to the City
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and m every case, any registered
owner or an authorized representative thereof, mcludmg, but not limited to a trustee or
trustees therefor may proceed against the City or any official, officer or employee of the Crty
in their official capacity for the purpose of protecting and enforcing the rights of the
registered owners under this Fifteenth Supplement, by mandamus or other suit, action or
special proceeding in equity or at law many court of competent ~unsdiction, for any relief
permtted by law mcludmg the specific performance of any covenant or agreement contained
herein, or thereby to en~om any act or thing that may be unlawful or m violation of any right
of the registered owners hereunder or any combination of such remedies
17
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all registered owners of Bonds then outstanding.
(c) Remedies Not Exclusive
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity provided, however that notwithstanding any other provision of
this Fifteenth Supplement, the right to accelerate the debt evidenced by the Bonds shall not
be available as a remedy under this Fifteenth Supplement.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy
(iii) By accepting the delivery of a Bond authorized under this Fifteenth Supplement,
such registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Fifteenth Supplement do not and shall never constitute or
give rise to a personal or pecuniary liability or charge against the officers, employees or
members of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer agent,
or employee of the City shall be charged personally by the registered owners with any
liability or be held personally liable to the registered owners under any term or provision of
this Fifteenth Supplement, or because of any Event of Default or alleged Event of Default
under this Fifteenth Supplement.
Section 21 FIFTEENTH SUPPLEMENT TO CONSTITUTE A CONTRACT EQUAL
SECURITY That in consideration of the acceptance of the Bonds, the issuance of which is
authonzed hereunder by those who shall hold the same from time to time, this Fifteenth Supplement
shall be deemed to be and shall constitute a contract between the City and the Holders from time to
time of the Bonds and the pledge made in this Fifteenth Supplement by the City and the covenants
and agreements set forth in this Fifteenth Supplement to be performed by the City shall be for the
equal and proportionate benefit, secunty and protection of all Holders, without preference, priority
or distinction as to security or otherwise of any of the Bonds authonzed hereunder over any of the
others by reason of time of issuance, sale, or matunty thereof or otherwise for any cause whatsoever
except as expressly provided in or permitted by this Fifteenth Supplement.
Section 22 SEVERABILITY OF INVALID PROVISIONS That if any one or more of the
covenants, agreements, or provisions herein contained shall be held contrary to any express provisions
of law or contrary to the policy of express law though not expressly prohibited, or against public
policy or shall for any reason whatsoever be held invalid, then such covenants, agreements, or
provisions shall be null and void and shall be deemed separable from the remaining covenants,
agreements, or provisions and shall in no way affect the validity of any of the other provisions hereof
or of the Bonds issued hereunder
18-
Section 23 PAYMENT AND PERFORMANCE ON BUSINESS DAYS That, except as
provided to the contrary m the FORM OF BOND whenever under the terms of this Fifteenth
Supplement or the Bonds, the performance date of any provision hereof or thereof, mchudmg the
payment of principal of or interest on the Bonds, shall occur on a day other than a Business Day then
the performance thereof, including the payment of principal of and interest on the Bonds, need not
be made on such day but may be performed or paid, as the case may be, on the next succeeding
Business Day wrth the same force and effect as if made on the date of performance or payment.
Section 24 LIlVIITATION OF BENEFITS WITH RESPECT TO THE FIFTEENTH
Supplement. That wrth the exception of the rights or benefits herein expressly conferred, nothing
expressed or contained herein or implied from the provisions of this Fifteenth Supplement or the
Bonds is intended or should be construed to confer upon or give to any person other than the City
the Holders, and the Paying Agent/Registrar any legal or equitable right, remedy or claim under or
by reason of or m respect to this Fifteenth Supplement or any covenant, condition, stipulation,
pronuse, agreement, or provision herein contained. This Fifteenth Supplement and all of the
covenants, conditions, stipulations, prorruses, agreements, and provisions hereof are intended to be
and shall be for and inure to the sole and exclusive benefit of the City the Holders, and the Paying
Agent/Registrar as herein and therein provided.
Section 25 FURTHER PROCEDURES That the Mayor the City Manager the Chief
Financial Officer of the Crty any Assistant Crty Manager the Director of Finance, the City Secretary
or any Assistant Crty Secretary and all other officers, employees, and agents of the Crty and each
ofthem, shall be and they are hereby expressly authorized, empowered and directed from time to time
and at any time to do and perform all such acts and things and to execute, acknowledge and deliver
m the name and under the corporate seal and on behalf of the City all such instruments, whether
herein mentioned, as maybe necessary or desirable in order to carry out the terms and provisions of
this Fifteenth Supplement and the Bonds, including, but not hrmted to conforimng documents to
receive the approval ofthe Texas Attorney General and to receive ratings from mumcipal bond rating
agencies.
Section 26 APPROVAL AND REGISTRATION OF BONDS That the Crty Manager of
the Crty is hereby authorized to have control of the Bonds and all necessary records and proceedings
pertaining to the Bonds pending their delivery and their investigation, exarmnation and approval by
the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts ofthe State ofTexas Upon registration ofthe Bonds, said Comptroller ofPubhc Accounts
(or a deputy designated m writing to act for said Comptroller) shall manually sign the Comptroller's
Registration Certificate accompanying the Bonds, and the seal of sand Comptroller shall be impressed,
or placed m facsimile, on each such certificate The Crty Council hereby authorizes the payment of
the fee of the Office of the Attorney General of the State of Texas for the exaxrunatton of the
proceedings relating to the issuance of the Bonds, in the amount deterrruned m accordance with the
provisions of Section 1202 004 Texas Government Code
Section 27 PURCHASE CONTRACT That the sale ofthe Bonds to the Purchaser pursuant
to the terms of the Purchase Contract is hereby authorized, ratified and confirmed. It is hereby
officially found, deterrruned and declared that the Bonds were sold at terms that were the most
advantageous reasonably obtained. The Crty Manager is authorized to execute the Purchase Contract
19-
on behalf of the Cnty in substantially the form attached to this Fifteenth Supplement as Exhibit D
Any accrued interest received from the sale of the Bonds shall be deposited to the Debt Service Fund,
and any proceeds representing premnum on the Bonds shall be used nn a manner consistent with the
provisions of Section 1201 042(d), Texas Government Code
Section 28 DTC REGISTRATION The Bonds initially shall be issued and delivered nn such
manner that no physical dnstributnon of the Bonds will be made to the pubinc, and The Depository
Trust Company ("DTC'), New York, New York, nritnally will act as depository for the Bonds DTC
has represented that rat ns a lnrrited purpose trust company incorporated under the laws of the State
ofNew York, a member ofthe Federal Reserve System, a cleanng corporatnon wnthnn the meaning
of the New York Umform Commercnal Code, and a cleanng agency" registered under Section 17A
of the Securities Exchange Act of 1934 as amended, and the Cnty accepts, but nn no way verifies,
such representations. The Bonds nmtnally authorized by this Fifteenth Supplement shall be delnvered
to and regnstered in the name of CEDE & CO the norrunee of DTC It ns expected that DTC will
hold the Bonds on behalf of the Underwriters and them respectnve partncnpants So long as each Bond
ns regnstered nn the name of CEDE & CO the Paynng Agent/Regnstrar shall treat and deal with DTC
the same nn all respects as of rat were the actual and beneficial owner thereof. It ns expected that DTC
will manntann a book-entry system which will ndentnfy ownership of the Bonds nn integral amounts of
$5 000 wrath transfers of ownership benng effected on the records of DTC and its partncnpants
pursuant to rules and regulations established by them, and that the Bonds nnntnally deposited wrath DTC
shall be nmmobilnzed and not be further exchanged for substntute Bonds except as hereinafter
provided. The City ns not responsible or lnable for any functions of DTC will not be responsible for
paynng any fees or charges with respect to rats servnces, will not be responsible or lnable for
maintanning, supervnsnng, or revnewnng the records of DTC or its partncnpants, or protectnng any
interests or nghts of the beneficial owners of the Bonds. It shall be the duty of the DTC Participants,
as defined nn the Official Statement herein approved, to make all arrangements with DTC to estabinsh
this book-entry system, the beneficial ownership of the Bonds, and the method of paynng the fees and
charges of DTC The Crty does not represent, nor does it in any way covenant that the initial book
entry system established wrath DTC will be manntained in the future Notwnthstandnng the nmtial
establishment of the foregonng book-entry system with DTC if for any reason any of the ongnnally
delnvered Bonds is duly filed wrath the Paying Agent/Regnstrar with proper request for transfer and
substitution, as provided for nn this Fifteenth Supplement, substntute Bonds will be duly delnvered as
provnded in thus Fifteenth Supplement, and there will be no assurance or representation that any book
entry system will be manntanned for such Bonds. To effect the establishment of the foregonng book
entry system, the City has executed and filed wrath DTC the 'Blanket DTC Letter of Representations
in the form provnded by DTC to evndence the Cnty's intent to estabinsh sand book-entry system.
Section 29 USE OF PROCEEDS That the proceeds from the sale of the Bonds shall be
used nn the manner described nn the letter of instructions executed by the Cnty or by rats financial
advisor on behalf of the City
Sectnon 30 DEBT SERVICE RESERVE FUND INSURANCE POLICY That the Crty
Manager and the Chief Financial Officer of the Cnty each ns authorized, in connectnon wrath effecting
the sale of the Bonds, to obtain from C1FG Assurance North America, Inc (the 'Insurer") a debt
service reserve fund policy (the 'Polncy") to provide for the Requnred Reserve Amount in support of
20-
the Bonds. To that end, the requirements of the Insurer relating to the issuance of the Policy is
incorporated by reference into this Ordinance and made a part hereof for all purposes,
notwithstanding any other provision of this Ordinance to the contrary The City Manager and the
Chief Financial Officer of the City shall have the authority to execute any documents to effect the
issuance of the Policy by the Insurer including, without lirmtation, the agreement to be delivered in
connection with Policy m substantially the form attached hereto and made a part hereof.
Section 31 PREAMBLE That the preamble to this Fifteenth Supplement is hereby
incorporated by reference, and is to be considered a part of the operative text of this Fifteenth
Supplement.
Section 32 RULES OF CONSTRUCTION For all purposes of this Fifteenth Supplement,
unless the context requires otherwise, all references to designated Sections and other subdivisions are
to the Sections and other subdivisions of this Fifteenth Supplement. The words 'herein 'hereof'
and 'hereunder" and other words of similar import refer to this Fifteenth Supplement as a whole and
not to any particular Section or other subdivision. Except where the context otherwise requires,
terms defined m this Fifteenth Supplement to impart the singular number shall be considered to
include the plural number and vice versa. References to any named person means that party and its
successors and assigns. References to any constitutional, statutory or regulatory provision means
such provision as it exists on the date this Fifteenth Supplement is adopted by the Crty and any future
amendments thereto or successor provisions thereof. All ordinances and resolutions or parts thereof
m conflict herewith are hereby repealed.
Section 33 IlVINIEDIATE EFFECT That this Fifteenth Supplement shall be effective
immediately from and after its passage in accordance with the provisions of Section 1201 028 Texas
Government Code, and rt is accordingly so ordained.
21
SIGNED AND SEALED THIS 24TH DAY OF JULY 2007
Mayor v ,
City of Fort Worth, Texas
Crty Secretary
L
(SEAL)
AS TO FORM AND LEGALITY
y~.~ ~
City Attorney
22
EXHIBIT A
That, as used nn this Fifteenth Supplement, the following terms shall have the meanings set
forth below unless the text hereof specifically indicates otherwise
Authentication Certificate shall have the meaning given said term m Section 5(a) of the
Fifteenth Supplement.
Authorized Denomination shall have the meaning given said term nn Section 2(a) of the
Fifteenth Supplement.
'Bonds means the Senes 2007 Bonds
'Business Day" means a day other than a Sunday Saturday a legal holiday or a day on whnch
banknng institutions m the city where the Designated Trust Office of the Paying Agent/Regnstrar is
located are authorized by law or executive order to close
Chapter 1206 means Chapter 1206 Texas Government Code.
Chapter 1208 means Chapter 1208 Texas Government Code
'Designated Trust Office means the city so designated m Section 5(a) of the Fifteenth
Supplement.
'DTC shall have the meaning given said term in Section 28 of the Fifteenth Supplement.
'Eighth Supplement" means the ordinance authorizing the nssuance of the Senes 2000B
Bonds.
'Eleventh Supplement means the ordinance authorizing the issuance of the Senes 2003A
Bonds
'Fifteenth Supplement" means the ordinance authorizing the issuance of the Bonds
'Fifth Supplement" means the ordinance authorizing the nssuance of the Serves 1997 Bonds
'Fourteenth Supplement" means the ordinance authorizing the issuance of the Serves 2005A
Bonds
'MAC means the Mumcnpal Advnsory Council of Texas.
'Master Ordinance means the 'Master Ordinance estabhsling the Cnty of Fort Worth Texas
Water and Sewer System Revenue Financing Program passed by the Crty on December 10 1991
'MSRB means the Municipal Securities Rulemaknng Board.
Al
'Ninth Supplement" means the ordinance authorizing the issuance of the Serves 2001 Bonds.
'NRMSIR means each person whom the SEC or its staff has determined to be a nationally
recognized municipal securities information repository wrtlun the meaning of the Rule from time to
time
'Paying Agent/Registrar" means the financial mstrtution specified m Section 5(a) of the
Fifteenth Supplement.
'Previously Issued Panty Bonds means the Serves 1997 Bonds, the Series 1998 Bonds, the
Serves 2000 Bonds, the Series 2000B Bonds, the Senes 2001 Bonds, the Serves 2003 Bonds, the
Series 2003A Bonds, the Serves 2004 Bonds, the Senes 2005 Bonds and the Serves 2005A Bonds.
'Purchase Contract" means the bond purchase agreement relating to the Bonds, between the
Crty and Purchaser
'Purchaser" means Deutsche Bank Securities, Inc who has contracted to purchase the Bonds
pursuant to the terms of the Purchase Contract.
'Registration Books shall have the meaning given said term m Section 5(a) of the Fifteenth
Supplement.
'Rule means SEC Rule 15c2 12, as amended from time to time
SEC means the United States Securities and Exchange Comrnission.
Series 1997 Bonds means the Crty of Fort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Serves 1997 authorized by the Fifth Supplement.
Serves 1998 Bonds means the Crty ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Senes 1998 authorized by the Sixth Supplement.
Senes 2000 Bonds means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Serves 2000 authorized by the Seventh Supplement.
Series 2000B Bonds means the Crty of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2000B authorized by the Eighth Supplement.
Series 2001 Bonds means the Crty ofFort Worth, Texas Water and Sewer System Revenue
Bonds, Senes 2001 authorized by the Ninth Supplement.
Series 2003 Bonds means the City ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2003 authorized by the Tenth Supplement.
Serves 2003A Bonds means the Crty of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Senes 2003A, authorized by the Eleventh Supplement.
A2
Series 2004 Bonds means the City ofFort Worth, Texas Water and Sewer System Auction
Rate Revenue Bonds, Series 2004 authorized by the Twelfth Supplement.
Series 2005 Bonds means the City ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Senes 2005 authorized by the Thirteenth Supplement.
Serves 2005A Bonds means the Crty of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2005A, authorized by the Fourteenth Supplement.
Serves 2007 Bonds means the Crty of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Senes 2007 authorized by the Fifteenth Supplement.
Seventh Supplement" means the ordinance authorizing the issuance of the Serves 2000
Bonds
SID means any person designated by the State of Texas or an authorized department,
officer or agency thereof as, and determined by the SEC or its staff to be, a state information
depository wrthun the meamng of the Rule from time to time The MAC currently acts as the SID for
the State of Texas.
Sixth Supplement" means the ordinance authorizing the issuance of the Senes h 998 Bonds
Bonds.
Bonds
'Tenth Supplement" means the ordinance authorizing the issuance of the Series 2003 Bonds
'TennBonds meansthoseBonds,ifany identifiedinthePurchaseContractas'termbonds
'Thirteenth Supplement" means the ordinance authorizing the issuance of the Serves 2005
Twelfth Supplement means the ordinance authorizing the issuance of the Senes 2004
A3
EXHIBIT B
FORM OF BOND
NO
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM
REVENUE BOND SERIES 2007
MATURITY DATE INTEREST RATE DATED DATE CUSII'
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT AND DENTON COUNTIES TEXAS (the 'Issuer"), hereby promises to pay to
or to the registered assignee hereof (either being hereinafter called the
'registered owner") the principal amount of
and to pay interest thereon from the dated date specified above, on February 15 2008 and sermannu-
ally on each August 15 and February 15 thereafter to the maturity date specified above, or the date
of redemption prior to maturity at the interest rate per annum specified above, except that if the
Paying Agent/Registrar's Authentication Certificate appearing on the face of this Bond is dated later
than February 15 2008 such interest is payable serruannually on each August 15 and February 15
following such date
THE PRINCIPAL OF AND INTEREST ON this Bond are payable m lawful money of the
United States of America, without exchange or collection charges. The pnncipal of this Bond shall
be paad to the registered owner hereof upon presentation and surrender of this Bond at matunty or
upon the date fixed for its redemption pnor to matunty at the designated corporate trust office m
Fort Worth, Texas (the 'Designated Trust Office'), of Wells Fargo Bank, National Association,
which is the 'Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be
made by the Paying Agent/Registrar tothe registered owner hereof on each interest payment date by
check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this
Bond (the 'Bond Ordinance') to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided, and such check or draft shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such interest payment date, to the registered owner
hereof, at its address as rt appeared on the last day of the month next preceding each such date (the
'Record Date') on the Registration Books kept by the Paying Agent/Registrar as hereinafter
described. Any accrued interest due at matunty or upon the redemption of this Bond prior to
B-1
maturity as provided herein shall be paid to the registered owner upon presentation and surrender of
this Bond for redemption and payment at the Designated Trust Office of the Paying Agent/Registrar
The Issuer has covenanted in the Bond Ordinance that on or before each principal payment date,
interest payment date, and accrued interest payment date for this Bond it will make available to the
Paying Agent/Registrar from the 'Debt Service Fund created by the ordinance establisling the City
of Fort Worth, Texas Water and Sewer System Revenue Financing Program (the 'Master
Ordinance'), the amounts required to provide for the payment, in immediately available funds, of all
principal of and interest on the Bonds, when due
IN THE EVENT of anon-payment of interest on a scheduled payment date, and for 30 days
thereafter anew record date for such interest payment (a Special Record Date') will be established
by the Paying Agent/Registrar if and when funds for the payment of such interest have been received
from the Issuer Notice of the Special Record Date and of the scheduled payment date of the past
due interest ("Special Payment Date which shall be 15 days after the Special Record Date) shall be
sent at least five business days prior to the Special Record Date by United States mail, first class
postage prepaid, to the address of each registered owner appeanng on the registration books of the
Paying Agent/Registrar at the close of business on the last business day next preceding the date of
mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday
Sunday a legal holiday or a day on which banking institutions in the City where the Designated Trust
Office ofthe Paying Agent/Registrar allocated are authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day which is not such a Saturday Sunday
legal holiday or day on which banking institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the original date payment was due
Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined
only by a book entry at a securities depository for the Bonds, any payment to the securities
depository or its nominee or registered assigns, shall be made in accordance with existing
arrangements between the Board and the securities depository
THIS BOND is one of a serves of bonds of like tenor and effect except as to number principal
amount, interest rate, maturity and right of prior redemption, dated as of the dated date specified
above, aggregating $100 000 000 (herein sometimes called the 'Bonds') issued for the purpose of
(i) improving and extending the System (as defined in the Bond Ordinance) and (ii) paying the costs
of issuance associated with the Bonds All capitalized terms not defined herein shall have the same
meaning as given said terms in the Master Ordinance or the Bond Ordinance
THE OUTSTANDING BONDS maturing on and after February 15 2018 may be redeemed
prior to their scheduled maturities, at the option of the Issuer in whole, or in part on February 15
2017 or on any date thereafter at the redemption pace of the principal amount of the Bonds called
for redemption, plus accrued interest thereon to the date fixed for redemption, and without premium,
provided, that during any period in which ownership of the Bonds is determined only by a book entry
at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and
bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing
such interest rate shall be selected in accordance with the arrangements between the Board and the
securities depository
B-2
THE BONDS are also subject to mandatory redemption nn part by lot pursuant to the terms
of the Bond Ordinance, on February 15 nn each of the years 2023 through 2026 inclusive, wrth
respect to Bonds maturing February 15 2027 m the following years and m the following amounts,
at a pnce equal to the principal amount thereof and accrued and unpaid interest to the date of
redemption, without premium.
Year
2023
2024
2025
2026
2027
* Final Matunty
Principal Amount ($
6,330 000
6 655 000
6 995 000
7 355 000
7 73 0 000
To the extent, however that Bonds subject to sinking fund redemption have been previously
purchased or called for redemption m part and otherwise than from a sinking fund redemption
payment, each annual snnkmg fund payment for such Bond shall be reduced by the amount obtained
by multiplying the principal amount of Bonds so purchased or redeemed by the ratio which each
remarring annual sinking fund redemption payment for such Bonds bears to the total remaining
sinking fund payments, and by rounding each such payment to the nearest $5 000 integral, provided,
that during any period m which ownership of the Bonds rs deterriuned only by a book entry at a
secunties depository for the Bonds, the particular Bonds to be called for mandatory redemption shall
be selected m accordance wrth the arrangements between the Issuer and the secuntnes depository
NOTICE OF any such redemption of Bonds shall be given m the following manner to-wit,
(i) a wntten notice of such redemption shall be given to the registered owner of each Bond or a
portion thereof being called for redemption not more than 60 days nor less than 30 days prior to the
date fixed for such redemption by deposntnng such notice m the United States mail, first-class postage
prepaid, addressed to each such registered owner at lus address shown on the Registration Books of
the Paying Agent/Registrar and (ii) at least 30 days prior to the date fixed for such redemption, a
notice of such redemption shall either be published one time or posted electronically on the websrte
of a financial ~ ournal or publication of general circulation m the United States of Amenca or the State
of Texas which Carnes as a regular feature notices of redemption of municipal bonds, provided,
however that the failure to send, mail, or receive such notice described rn clause (i) above, or any
defect therein or nn the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Bond, as publication or posting ofnotice as described m clause
(ii) above shall be the only notice actually required m connection wrth or as a prerequisite to the
redemption of any Bonds By the date fixed for any such redemption due provision shall be made by
the Issuer wrth the Paying Agent/Registrar for the payment of the required redemption pnce for this
Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed
for redemption. If such notice of redemption is given, and of due provision for such payment is made,
all as provided above, this Bond, or the portion hereof which is to be so redeemed, thereby auto-
matically shall be redeemed prior to its scheduled maturity and shall not bear or accrue interest after
the date fixed for its redemption, and shall not be regarded as being outstanding except for the right
of the registered owner to receive the redemption pnce plus accrued merest to the date fixed for
B-3
redemption from the Paying Agent/Regnstrarnut of the funds provided for such payment. The Paying
Agent/Registrar shall record nn the Registration Books all such redemptions of pnncnpal amount of
this Bond or any portion hereof. If a portion of any Bond shall be redeemed a substitute Bond or
Bonds having the same maturity date, bearing interest at the .same rate, nn any denomnnatnon or
denorrinatnons nn any integral multiple of $5 000 (an Authorized Denomination') at the written
request of the registered owner and nn an aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation,
at the expense of the Issuer all as provided nn the Bond Ordinance The years of maturity of the
Bonds called for such redemption shall be selected by the Issuer The Bonds or portions thereof
redeemed wnthnn a maturity shall be selected by lot or other customary random method selected by
the Paying Agent/Regnstrar (provided that a portion of a Bond may be redeemed only nn an
Authorized Denorrinatnon)
ALL BONDS OF THIS SERIES are nssuable solely as fully registered bonds, without interest
coupons, nn the denorrinatnon of any Authorized Denomination. As provided nn the Bond Ordinance,
this Bond may at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, converted into and exchanged for a like aggregate amount of fully registered Bonds,
without interest coupons, payable to the appropnate registered owner assignee or assignees, as the
case maybe, having any authorized denomnnatnon or denorrinatnons as requested nn wrntnng by the
appropnate registered owner assignee or assignees, as the case maybe, upon surrender of this Bond
to the Paying Agent/Registrar for cancellation, all nn accordance with the form and procedures set
forth nn the Bond Ordinance Among other requirements for such assignment and transfer this Bond
must be presented and surrendered to the Paying Agent/Regnstrar at the Designated Trust Office,
together with proper instruments of assignment, nn form and with guarantee of signatures satisfactory
to the Paying Agent/Regnstrar evidencing assignment oftlus Bond or any portion or portions hereof
m any authorized denomnnatnon to the assignee or assignees nn whose name or names this Bond or
any such portion or portions hereof ns or are to be registered. The form of Assignment printed or
endorsed on this Bond maybe executed by the registered owner to evidence the assignment hereof,
but such method ns not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Regnstrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the registered owner The one requesting such conversion and exchange
shall pay the Paying Agent/Regnstrar'sreasnnable standard or customary fees and charges for convert
ring and exchanging any Bond or portion thereof. In any circumstance, any taxes or governmental
charges required to be paid with respect thereto shall be paid by the one requesting such assignment,
transfer conversion or exchange, as a condition precedent to the exercise of such privilege. The fore
going notwnthstandnng, nn the case of the conversion and exchange of an assigned and transferred
Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying
Agent/Regnstrar will be paid by the Issuer The Paying Agent/Regnstrar shall not be required (i) to
make any such transfer conversion or exchange during the period begnmm~g at the opening of
busnness 30 days before the day of the first mailnng of a notice of redemptnon and endnng at the close
of busnness on the day of such mailnng, or (ii) to transfer convert or exchange any Bonds so selected
for redemptnon when such redemptnon ns scheduled to occur wnthnn 30 calendar days, provided,
however such lnrritation of transfer shall not be applicable to an exchange by the registered owner
of an unredeemed balance of a Bond called for redemptnon in part.
IN THE EVENT any Paying Agent/Regnstrar for the Bonds ns changed by the Issuer resngns,
or otherwnse ceases to act as such, the Issuer has covenanted nn the Bond Ordinance that nt promptly
B-4
will appoint a competent and legally qualified substitute therefor whose qualifications are substan-
tially similar to the previous Paying Agent/Registrar rt is replacing, and promptly will cause written
notice thereof to be mailed to the registered owners of the Bonds
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, deliverng or transferring
thus Bond shall be modified to require the appropriate person or entity to meet the requirements of
the securities depository as to registering or transferring the book entry to produce the same effect.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Master Ordinance and the Bond Ordinance,
agrees to be bound by such terms and provisions, acknowledges that the Master Ordinance and the
Bond Ordinance are duly recorded and available for inspection in the official ininutes and records of
the Issuer and agrees that the terms and provisions of this Bond, the Master Ordinance and the Bond
Ordinance constitute a contract between each registered owner hereof and the Issuer
THE BONDS are special obligations of the Issuer payable solely from and equally secured
by a first hen on and pledge of the Pledged Revenues of the System. The Issuer has reserved the
right, subject to the restrictions stated, and adopted by reference, in the Master Ordinance, to issue
additional parity revenue obligations which also may be made payable from, and secured by a first lien
on and pledge of, the Pledged Revenues For a more complete description and identification of the
revenues and funds pledged to the payment of the Bonds, and other obligations of the Issuer secured
by and payable from the same source or sources as the Bonds, reference is hereby made to the Master
Ordinance and the Bond Ordinance
THE ISSiJER has reserved the right, subject to the restrictions stated, and adopted by
reference, in the Bond Ordinance, to amend the Bond Ordinance, and under some (but not all)
circumstances amendments must be approved by the owners of a ma~onty in Outstanding Principal
Amount of the Bonds
THE REGISTERED OWNERHEREOF shall never have the right to demand payment ofthis
obligation out of any funds raised or to be raised by taxation.
IT IS HEREBY certified and covenanted that thus Bond has been duly and validly authorized,
issued and delivered, and that all acts, conditions and things required or proper to be performed, exist
and be done precedent to or in the authorization, issuance and delivery of this Bond have been
performed, existed and been done in accordance with law
IN WITNESS WHEREOF this Bond has been signed with the imprinted or lithographed
manual or facsimile signature of the Mayor of said Issuer attested by the imprinted or lithographed
facsimile signature of the City Secretary and approved as to form and legality by the imprinted or
lithographed facsimile signature ofthe City Attorney and the official seal of said Issuer has been duly
affixed to printed, lithographed or impressed on this Bond.
B-5
APPROVED AS TO FORM AND LEGALITY
~?~~
City Attorney
B-6
CITY OF FORT WORTH, TEXAS
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed of this Bond ns not accompanied by an executed
Regnstratnon Certificate of the Comptroller of Pubinc Accounts
of the State of Texas)
It ns hereby certified that this Bond has been nssued under the provnsnons of the proceedings
adopted by the Issuer as described nn the text of this Bond, and that this Bond has been issued in
exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which
originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Pubinc Accounts of the State of Texas.
Dated
WELLS FARGO BANK, NATIONAL ASSOCIATION
Paying Agent/Registrar
By
Authorized Signatory
B-~
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE
OFFICE OF COMPTROLLER
STATE OF TEXAS
REGISTER NO
I hereby certify that this Bond has been exarruned, certified as to validity and approved by
the Attorney General of the State of Texas and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas
Witness my signature and seal this
Comptroller of Public Accounts of
the State of Texas
(SEAL)
NOTE TO PRINTER.
*¶ not to be panted on Bonds
B-s
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please pent or typewrite name and address, including zip code of Transferee)
the wrtlun Bond and all rights thereunder and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the wrtlun Bond on the
books kept for registration thereof, with full power of
substitution in the prerruses.
Dated
Signature Guaranteed
NOTICE Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company
NOTICE The signature(s) above must
correspond with the name of the Registered
Owner as rt appears upon the front of this
Bond in every particular without alteration or
enlargement or any change whatsoever
B-9
Exhibit C
to Fifteenth
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to m Section 19 of this Fifteenth Supplement.
Annual Financial Statements and Operating Data
The financial information and operating data wrth respect to the Crty to be provided annually
m accordance wrth such Section are as specified below
The Crty has heretofore filed wrth each NRMSIR and the SID its official statement wrth
respect to that certain issue of $73 075 000 Crty of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2005A. In the ordinance authorizing the issuance of such Bonds,
the City agreed to update annually financial information and operating data wrth respect to the Crty
of the general type included m such official statement m tables 1 through 16 inclusive, contained m
such official statement, and Appendix B to such Official Statement, 'Excerpts from the Annual
Financial Report of the City of Fort Worth, Texas The above-described financial information
and operating data wrth respect to the Crty is hereby incorporated by reference, and m Section 19 of
this Fifteenth Supplement the Crty has agreed to annually update such financial information and
operating data in accordance with Rule 15c2 12, promulgated by the United States Securities and
Exchange Commission.
Accounting Principles
The accounting principles refereed to m such Section are the accounting principles described
m the notes to the financial statements referred to m paragraph 1 above
EXHIBIT D
PURCHASE CONTRACT
THE STATE OF TEXAS
COUNTIES OF TA,RRANT AND DENTON
CITY OF FORT WORTH
I, Marty Hendnx, City Secretary of the Crty of Fort Worth, m the State of Texas, do hereby
certify that I have compared the attached and foregoing excerpt from the minutes of the regular
open, public meeting of the Crty Council of the Crty of Fort Worth, Texas held on July 24 2007 and
of the ordinance authonzmg the issuance of Water and Sewer System Revenue Bonds, Senes 2007
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 Sand meeting was open to the public, and public notice of the time,
place, and purpose of said meeting was given, all as required by Chapter 551 Texas Government
Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said Crty of
Fort Worth, this 24th day of July 2007
Crty Secreta f the
Crty of Fort Worth, Texas
(SEAL)