HomeMy WebLinkAboutOrdinance 21783-06-2015 THE STATE OF TEXAS
COUNTIES OF TARRANT,DENTON, PARKER,WISE AND JOHNSON
CITY OF FORT WORTH
On the 16th day of June, 2015, the City Council of the City of Fort Worth, Texas, met in
regular, open,public meeting in the City Council Chamber in the City Hall, and roll was called of the
duly constituted members of the City Council, to-wit:
Betsy Price (absent), Mayor
Salvador Espino,
W.B. "Zim" Zimmerman
Cary Moon,
Gyna Bivens,
fungus Jordan, Councilmembers,
Dennis Shingleton,
Kelly Allen Gray,
Ann Zadeh,
David Cooke, City Manager,
Sarah J. Fullenwider, City Attorney,
Mary J. Kayser, City Secretary,
Aaron Bovos, Chief Financial Officer
thus constituting a quorum present; and after the City Council had transacted certain business, the
following business was transacted, to-wit:
Councilmember Jordan introduced an ordinance and moved its passage. The motion was
seconded by Councilmember Shingleton. The ordinance was read by the City Secretary. The
motion, carrying with it the passage of the ordinance prevailed by a vote of S YEAS, 0 NAYS. The
ordinance as passed is as follows:
ORDINANCE NO. 21783-06-2015
TWENTY-SIXTH SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE REFUNDING AND IMPROVEMENT BONDS,
SERIES 2015A, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$145,000,000; ESTABLISHING PARAMETERS WITH RESPECT TO THE SALE OF THE
BONDS; DELEGATING TO THE DESIGNATED CITY OFFICIALS
THE AUTHORITY TO EFFECT THE SALE OF THE BONDS; ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT;
AND DECLARING AN IMMEDIATE EFFECTIVE DATE
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer"), a "home-rule"
city operating under a home-rule charter adopted pursuant to Section 5 of Article XI of the Texas
Constitution, with a population according to the latest federal decennial census of in excess of
50,000, has established and currently owns and operates a combined waterworks and sanitary
sewer system (the "System"); and
WHEREAS, the City heretofore has established the City of Fort Worth, Texas Water and
Sewer System Revenue Financing Program for the purpose of providing a financing structure for
revenue supported indebtedness of the System; and
WHEREAS, said Program was established pursuant to the terms of a "Master Ordinance
Establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing
Program" (the "Master Ordinance"); and
WHEREAS, unless otherwise defined herein, terms used herein shall have the meaning
given in the Master Ordinance; and
WHEREAS, the Master Ordinance authorizes revenue supported indebtedness to be
issued, incurred or assumed pursuant to the terms of supplemental ordinances (any such
ordinance being a "Supplement"); and
WHEREAS, pursuant to the terms of the Master Ordinance, the City has adopted twenty-
five Supplements (designated as the "First Supplement", "Second Supplement", "Third
Supplement", "Fourth Supplement", "Fifth Supplement", "Sixth Supplement", "Seventh
Supplement", "Eighth Supplement", "Ninth Supplement", "Tenth Supplement", "Eleventh
Supplement", "Twelfth Supplement", "Thirteenth Supplement", "Fourteenth Supplement",
'Fifteenth Supplement", "Sixteenth Supplement", "Seventeenth Supplement", "Eighteenth
Supplement", "Nineteenth Supplement", "Twentieth Supplement", "Twenty-First Supplement",
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"Twenty-Second Supplement", "Twenty-Third Supplement", "Twenty-Fourth Supplement" and
"Twenty-Fifth Supplement", respectively, and the "Prior Supplements", collectively) pursuant to
which (i) the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds,
Series 1991A and Series 1991B, the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 1993, the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 1996, the City of Fort Worth, Texas Water
and Sewer System Revenue Refunding and Improvement Bonds, Series 1997, the City of Fort
Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series
1998, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2000, the
City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement
Bonds, Series 2000B, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds,
Series 2001, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and
Improvement Bonds, Series 2003, the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2003A, the City of Fort Worth, Texas Water and Sewer
System Auction Rate Revenue Bonds, Series 2004, the City of Fort Worth, Texas Water and
Sewer System Revenue Refunding and Improvement Bonds, Series 2005,the City of Fort Worth,
Texas Water.and Sewer System Revenue Refunding Bonds, Series 2005A, the City of Fort
Worth, Texas Water and Sewer System Revenue Bonds, Series 2007, the City of Fort Worth,
Texas Water and Sewer System Revenue Bonds, Series 2008, the City of Fort Worth, Texas
Water and Sewer System Revenue Bonds, Series 2009, the City of Fort Worth, Texas Water and
Sewer System Revenue Refunding Bonds, Series 2010, the City of Fort Worth, Texas Water and
Sewer System Revenue Bonds, Series 2010A, the City of Fort Worth, Texas Water and Sewer
System Revenue Bonds, Series 2010B, the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2010C, the City of Fort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2011, the City of Fort Worth, Texas Water and
Sewer System Revenue Refunding Bonds, Series 2012, the City of Fort Worth, Texas Water and
Sewer System Revenue Refunding and Improvement Bonds, Series 2014 and the City of Fort
Worth, Texas Water and Sewer System Revenue Bonds, Series 2015 were issued, and (ii) the
City entered into two respective ISDA Master Agreements (referred to herein as the "Swap
Agreements"), one with Lehman Brothers Special Financing Inc., and the other with GBDP,
L.P.; and
WHEREAS, the aforesaid Series 1991A Bonds, Series 1991B Bonds, Series 1993 Bonds,
Series 1996 Bonds, Series 1997 Bonds, Series 1998 Bonds, Series 2000 Bonds, Series 2000B
Bonds, Series 2001 Bonds, Series 2003 Bonds, Series 2003A Bonds, Series 2004 Bonds and
Series 2005 Bonds are no longer outstanding, and the aforesaid Series 2005A Bonds, Series 2007
Bonds, Series 2008 Bonds, Series 2009 Bonds, Series 2010 Bonds, Series 2010A Bonds, Series
2010B Bonds, Series 2010C Bonds, Series 2011 Bonds, Series 2012 Bonds, Series 2014 Bonds
and Series 2015 Bonds are hereinafter referred to as the 'Previously Issued Parity 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 Parity Bonds are secured by a first lien on and pledge
of the Pledged Revenues of the System; and
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WHEREAS, the City Council finds that the outstanding obligations described in
Schedule I attached to this Twenty-Sixth Supplement are eligible to be refunded to achieve a
debt service savings; and
WHEREAS, the City Council finds that the issuance of the bonds authorized by this
Twenty Sixth Supplement for the purpose of refunding all or a portion of the outstanding
obligations described in Schedule I attached to this Twenty-Sixth Supplement to realize a debt
service savings is a public purpose; and
WHEREAS, the bonds authorized by this Twenty-Sixth Supplement are to be issued in
part for the purpose of extending and improving the City's combined water and sewer system, as
further described in this Twenty-Sixth Supplement; and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City
Council delegates to the City Manager and the Chief Financial Officer of the City (each, an
"Authorized Representative") the authority to effect the sale of the bonds authorized by this
Twenty-Sixth Supplement, subject to the parameters described in this Twenty-Sixth Supplement.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH, TEXAS:
Section 1. DEFINITIONS. That in addition to the definitions set forth in the preamble of
this Twenty-Sixth Supplement, the terms used in this Twenty-Sixth 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 Twenty-Sixth Supplement. Any
references in this Twenty-Sixth Supplement to the "FORM OF BOND" shall be to the form of
the Bonds as set forth in Exhibit B to this Twenty-Sixth Supplement.
Section 2. BONDS AUTHORIZED. That there shall be authorized to be issued, sold,
and delivered hereunder the Bonds, payable to the respective initial registered owners thereof, or
to the registered assignee or assignees of the Bonds or any portion or portions thereof, in an
Authorized Denomination. The Bonds are hereby authorized to be issued in an aggregate
principal amount not to exceed $145,000,000 for the purpose of(i) extending and improving the
System, (ii) refunding the Refunded Obligations and (iii) paying the costs of issuance of the
Bonds. The Bonds shall be designated as the "City of Fort Worth, Texas Water and Sewer
System Revenue Refunding and Improvement Bonds, Series 2015A11. The Bonds are
authorized pursuant to Chapter 1207, Chapter 1371, Chapter 1502 and other applicable laws of
the State of Texas. The City Council hereby finds that it is in the best interests of the City for the
Bonds to be sold through a competitive sale, in the manner provided in this Twenty-Sixth
Supplement.
Section 3. DELEGATION OF SALE OF BONDS; PARAMETERS. (a) Maximum
Maturity of Bonds. That the Bonds shall be sold as fully registered bonds, without interest
coupons, numbered consecutively from R-1 upward, payable to the respective initial registered
owners of the Bonds,or to the registered assignee or assignees of the Bonds, in any Authorized
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Denomination, maturing not later than February 15, 2035, payable serially or otherwise on,the
dates, in the years and in the principal amounts, and dated, all as set forth in the bidding
instructions prepared in connection with the sale of the Bonds (the 'Bidding Instructions") and
the bid form to be submitted by bidders seeking to purchase the Bonds (the "Official Bid Form").
(b) Delegation of Authority. The Authorized Representative, acting for and on behalf of
the City, is hereby authorized to seek competitive bids for the sale of the Bonds authorized to be
sold by this Twenty-Sixth Supplement, and is hereby authorized to prepare and distribute the
Bidding Instructions and the Official Bid Form with respect to seeking competitive bids for the
sale of the Bonds. The Bidding Instructions shall contain the terms and conditions relating to the
sale of the Bonds, including the date bids for the purchase of the Bonds are to be received, the
date of the Bonds, any additional designation or title by which the Bonds shall be known, the
aggregate principal amount of the Bonds to be sold,the price at which the Bonds will be sold,the
years in which the Bonds will mature, the principal amount to mature in each of such years, the
principal amount of the Bonds, if any, to be sold for the purpose of funding the construction of
the improvements described in clause (i) of Section 2 of this Twenty-Sixth Supplement, the
principal amount of the Bonds, if any, to be sold for the purpose of refunding the Refunded
Obligations, the rate or rates of interest to be borne by each such maturity, the interest payment
periods, the dates, price, and terms upon and at which the Bonds shall be subject to redemption
prior to maturity at the option of the City, as well as any mandatory sinking fund redemption
provisions, and all other matters relating to the issuance, sale and delivery of the Bonds so sold
including, without limitation, the use of municipal bond insurance for the Bonds. The
Authorized Representative, acting for and on behalf of the City, is hereby authorized to receive
and accept bids for the sale of Bonds in accordance with the Bidding Instructions on such date as
determined by the Authorized Representative. The Bonds so sold shall be sold at such price as
the Authorized Representative of the City shall determine to be the most advantageous to the
Issuer,which determination shall be evidenced by the execution thereby of the Official Bid Form
submitted by the best and winning bidder. As a condition to executing the Official Bid Form, the
Bonds must bear a rating at a level such that the Bonds satisfy the requirements of Chapter 1371
to constitute 'obligations", as such term is defined in Chapter 1371. One Bond in the principal
amount maturing on each maturity date as set forth in the Official Bid Form shall be delivered to
the Purchasers, and the Purchasers shall have the right to exchange such bonds as provided in
Section 5 hereof without cost. The FORM OF BOND shall be revised to reflect the terms of the
sale of the Bonds as reflected in the Official Bid Form accepted as the best bid for the Bonds.
The Bonds shall initially be registered in the name as set forth in the Official Bid Form. In case
any officer whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of the Bonds, such signature shall nevertheless be valid and sufficient for all purposes
the same as if such officer had remained in office until such delivery. The authority of an
Authorized Representative to execute the Official Bid Form accepting the best bid for the Bonds
shall expire at 5:00 p.m. on Thursday, December 31, 2015. Any finding or determination made
by an Authorized Representative relating to the issuance and sale of the Bonds shall have the
same force and effect as a finding or determination made by the City Council.
(c) Requirement of Savings. The Bonds shall not be sold for the purpose of refunding
the Refunded Obligations unless the refunding of the Refunded Obligations exceeds the
minimum net present value savings set forth in subsection(d) of this Section. The amount of the
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savings to be realized from the refunding of the Refunded Obligations, on both a gross and a
present value basis, shall be set forth in a certificate (further described in subsection (d) of this
Section)to be executed by the Chief Financial Officer of the City.
(d) Savings Threshold. As a condition to the issuance of the Bonds for the purpose of
refunding the Refunded Obligations, the refunding of the aggregate principal amount of the
Refunded Obligations must produce a net present value savings, calculated in accordance with
GASB Statement No. 7, of at least 3.50%. The principal amount of Bonds issued to refund
Refunded Obligations, and the Refunded Obligations to be refunded, shall be specifically
identified in the certificate described below. An Authorized Representative may elect not to
refund any or all of the obligations listed in Schedule I, but in no event shall the Bonds be issued
for the purpose of refunding the Refunded Obligations if the refunding of the aggregate principal
amount of the obligations selected for refunding does not exceed the minimum net present value
savings established above. On the date the Official Bid Form is executed by the Authorized
Representative, the Chief Financial Officer of the City shall execute and deliver to the City
Council a certificate identifying the Refunded Obligations to be refunded from proceeds of the
Bonds and stating that the net present value savings resulting from the refunding of the Refunded
Obligations is no less than the minimum savings threshold established above. The certificate
shall specifically state the net present value savings realized by the City as a result of refunding
the Refunded Obligations. The determination of the Authorized Representative relating to the
issuance and sale of Bonds to refund all or any of the Refunded Obligations shall have the same
force and effect as a determination made by the City Council.
(e) General. The City Council authorizes the City Manager, any Assistant City Manager
and the Chief Financial Officer of the City to provide for and oversee the preparation of a
preliminary official statement and the final official statement (the "Official Statement") in
connection with the issuance of the Bonds, and to approve the preliminary official statement and
the Official Statement and deem the preliminary official statement final, and to provide the
Official Statement to the Purchasers, in compliance with the Rule. The Official Statement in the
form and content approved by an Authorized Representative shall be deemed approved by the
City Council and constitute the Official Statement authorized for distribution and use by the
initial purchasers of the Bonds.
Section 4. REDEMPTION. (a) Optional Redemption. That the Bonds may be subject to
redemption prior to their scheduled maturities at the option of the City, on the dates and in the
manner provided in the Bidding Instructions. Should the Bonds be subject to redemption prior to
their scheduled maturities, if less than all of the Bonds are to be redeemed by the City, the City
shall determine the maturity or maturities and the amounts to be redeemed and shall direct the
Paying Agent/Registrar to call by lot Bonds, or portions of Bonds, within a maturity and in the
principal amounts for redemption; 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 shall be selected in accordance with the arrangements between the City and the
securities depository. The FORM OF BOND shall be revised to reflect any optional redemption
of the Bonds, to the extent provided in the Bidding Instructions and incorporated by reference
into the Official Bid Form accepted by the Authorized Representative as the best bid on the
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Bonds. The redemption of Bonds at the option of the City may be made conditional upon the
occurrence of certain events, as may be provided for in the FORM OF BOND.
(b) Mandatory Redemption. Should the Official Bid Form provide for the mandatory
sinking fund redemption of the Bonds, the terms and conditions governing any mandatory
sinking fund redemption and the payment of mandatory sinking fund payments shall be set forth
therein, and the FORM OF BOND shall be revised to reflect any mandatory sinking fund
redemption of the Bonds, to the extent provided in the Official Bid Form accepted by the
Authorized Representative as the best bid for the Bonds.
(c) General Notice. Notice of any redemption of Bonds shall be given in the following
manner,to-wit, a written notice of such redemption shall be given to the registered owner of each
Bond or a portion thereof being called for redemption at least thirty (30) days prior to the date
fixed for such redemption by depositing such notice in the United States mail, first-class postage
prepaid, addressed to each such registered owner at the address shown on the Registration Books
of the Paying Agent/Registrar. By the date fixed for any such redemption due provision shall be
made by the City with the Paying Agent/Registrar for the payment of the required redemption
price for the Bonds or the portions thereof which are to be so redeemed. If such notice of
redemption is given, and if due provision for such payment is made, all as provided above, the
Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be
redeemed prior to their scheduled maturities, and shall not be regarded as being outstanding
except for the right of the owner to receive the redemption price from the Paying Agent/Registrar
out of the funds provided for such payment. The Paying Agent/Registrar shall record in the
Registration Books all such redemptions of principal of the Bonds or any portion thereof. 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 Twenty-Sixth Supplement. The maturities of Bonds to be called for redemption
shall be determined by the City. The Bonds or portions to be redeemed within each such
maturity shall be selected by lot or other customary random method selected by the Paying
Agent/Registrar (provided that a portion of a Bond may be redeemed only in an Authorized
Denomination). The City shall give written notice to the Paying Agent/Registrar of any such
redemption of Bonds at least sixty (60) calendar days (or such shorter period as is acceptable to
the Paying Agent/Registrar)prior to such redemption.
(d) Additional Notice. (i) In addition to the manner of providing notice of redemption of
Bonds as set forth above, the Paying Agent/Registrar shall give notice of redemption of Bonds
by United States mail, first-class postage prepaid, at least thirty (30) days prior to a redemption
date to the MSRB and to any national information service that disseminates redemption notices.
In addition, in the event of a redemption caused by an advance refunding of the Bonds, the
Paying Agent/Registrar shall send a second notice of redemption to the persons specified in the
immediately preceding sentence at least thirty (30) days but not more than ninety (90) days prior
to the actual redemption date. Any notice sent to the MSRB or such national information
services shall be sent so that they are received at least two (2) days prior to the general mailing or
publication date of such notice. The Paying Agent/Registrar shall also send a notice of
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prepayment or redemption to the owner of any Bond who has not sent the Bonds in for
redemption sixty(60) days after the redemption date.
(ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Twenty-Sixth Supplement, shall contain a description of the Bonds to be redeemed including
the complete name of the Bonds, the series, the date of issue, the interest rate, the maturity date,
the CUSIP number, if any, the amounts called for redemption, the publication and mailing date
for the notice, the date of redemption, the redemption price, the name of the Paying
Agent/Registrar and the address at which the Bond may be redeemed including a contact person
and telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar to the registered
owners of the Bonds shall include a CUSIP number relating to each amount paid to such
registered owner.
Section 5: CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
Conversion and Exchange; Authentication. That the City shall keep or cause to be kept at the
designated corporate trust office of BOKF, NA, dba Bank of Texas (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/Registrar may 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 in the Registration Books the address of the owner of
each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but
it shall be the duty of each owner to notify the Paying Agent/Registrar in writing of the address
to which payments shall be mailed, and such interest payments shall not be mailed unless such
notice has been given. The City shall have the right to inspect at the Designated Trust Office the
Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise
the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise
required by law, shall not permit their inspection by any other entity. Except as otherwise
provided in the FORM OF BOND, the owner of each Bond requesting a conversion, transfer,
exchange and delivery of such Bond shall pay the Paying Agent/Registrar's standard or
customary fees and charges for making such registration, transfer, conversion, exchange and
delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and
exchanges of Bonds shall be made in the manner provided and with the effect stated in the in the
FORM OF BOND. Each substitute Bond shall bear a letter and/or number to distinguish it from
each other Bond. An authorized representative of the Paying Agent/Registrar shall, before the
delivery of any such Bond, date and manually sign the "Paying Agent/Registrar's Authentication
Certificate" in the form set forth in the FORM OF BOND (the "Authentication Certificate"), and,
except as provided below, no such Bond shall be deemed to be issued or Outstanding unless the
Authentication Certificate is so executed; however, the foregoing notwithstanding, the
Authentication Certificate need not be executed if any such Bond is accompanied by an executed
"Comptroller's Registration Certificate" in the form set forth in the FORM OF BOND. The
Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for
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it
conversion and exchange. No additional ordinances, orders, or resolutions need be passed or
adopted by the governing body of the City or any other body or person so as to accomplish the
foregoing conversion and exchange of any Bond or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in
the manner prescribed herein. Pursuant to Chapter 1206, the duty of conversion and exchange of
Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution
of the Authentication Certificate, the converted and exchanged Bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the Bonds which
initially were issued and delivered pursuant to this Twenty-Sixth Supplement, approved by the
Attorney General, and registered by the Comptroller of Public Accounts. As of the date this
Twenty-Sixth Supplement is approved by the City, the Designated Trust Office of the Paying
Agent/Registrar is its Austin, Texas corporate trust office.
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of, premium, if any, and
interest on the Bonds, all as provided in this Twenty-Sixth Supplement. The Paying
Agent/Registrar shall keep proper records of all payments made by the City and the Paying
Agent/Registrar with respect to the Bonds.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred
and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the
characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and
interest on the Bonds shall be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the City shall have certain duties and responsibilities with respect to the
Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM
OF BOND. The Bonds initially issued and delivered pursuant to this Twenty-Sixth Supplement
are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each
substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this
Twenty-Sixth Supplement the Paying Agent/Registrar shall execute the Authentication
Certificate.
(d) Substitute Paving Agent/Registrar. The City covenants with the owners of the Bonds
that at all times while the Bonds are Outstanding a competent and legally qualified entity shall
act as and perform the services of Paying Agent/Registrar for the Bonds under this Twenty-Sixth
Supplement, and that the Paying Agent/Registrar will be one entity. Such entity may be the City,
to the extent permitted by law, or a bank, trust company, financial institution, or other agency, as
selected by the City. The City reserves the right to, and may, at its option, change the Paying
Agent/Registrar upon not less than one hundred and twenty (120) days written notice to the
Paying Agent/Registrar, to be effective not later than sixty(60) days prior to the next principal or
interest payment date after such notice. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or
otherwise cease to act as such, the City covenants that promptly it will appoint a competent and
legally qualified entity to act as Paying Agent/Registrar under this Twenty-Sixth Supplement.
Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly
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shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated
and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly
will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each owner of
the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the
address of the new Paying Agent/Registrar. By accepting the position and performing as such,
each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Twenty-
Sixth Supplement, and a certified copy of this Twenty-Sixth Supplement shall be delivered to
each Paying Agent/Registrar.
Section 6. FORM OF BONDS. (a) Form of Bonds. That the form of all Bonds,
including the form of the Authentication Certificate, the form of Assignment, and the form of the
Comptroller's Registration Certificate to be attached only to the Bonds initially issued and
delivered pursuant to this Twenty-Sixth Supplement, shall be, respectively, substantially as set
forth in Exhibit B, with such appropriate variations, omissions, or insertions as are permitted or
required by this Twenty-Sixth Supplement.
(b) Printing Bond Counsel Opinion and Statement of Insurance. The printer of the Bonds
is hereby authorized to print on the Bonds the form of bond counsel's opinion relating to the
Bonds, and is hereby authorized to print on the Bonds an appropriate statement of insurance
furnished by a municipal bond insurance company providing municipal bond insurance, if any,
covering all or any part of the Bonds.
Section 7. ESTABLISHMENT OF FINANCING PROGRAM AND ISSUANCE OF
PARITY OBLIGATIONS. That by adoption of the Master Ordinance the City has established
the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program for the
purpose of providing a financing structure for revenue supported indebtedness of the System.
The Master Ordinance is intended to establish a master plan under which revenue supported debt
of the System can be incurred. This Twenty-Sixth Supplement provides for the authorization,
issuance, sale, delivery, form, characteristics, provisions of payment and redemption, and
security of the Bonds, which are a series of Parity Obligations. The Master Ordinance is
incorporated herein by reference and as such made a part hereof for all purposes, except to the
extent modified and supplemented hereby, and the Bonds are hereby declared to be Parity
Obligations under the Master Ordinance. The City hereby determines that it will have sufficient
funds to meet the financial obligations of the System, including sufficient Pledged Revenues to
satisfy the Annual Debt Service Requirements of the System and to meet all financial obligations
of the City relating to the System.
Section 8. PLEDGE. (a) Pledge of Pledged Revenues. That the Bonds are and shall be
secured by and payable from a first lien on and pledge of the Pledged Revenues; and the Pledged
Revenues are further pledged to the establishment and maintenance of the Debt Service Fund,
and to the Reserve Fund to the extent hereinafter provided. The Bonds are and will be secured
by and payable only from the Pledged Revenues, and are not secured by or payable from a
mortgage or deed of trust on any properties, whether real, personal, or mixed, constituting the
System.
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(b) Perfection of Lien. Chapter 1208 applies to the issuance of the Bonds and the pledge
of the Pledged Revenues granted by the City under subsection (a) of this Section, and such
pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the
Bonds are outstanding and unpaid such that the pledge of the Pledged Revenues granted by the
City is to be subject to the filing requirements of Chapter 9, then in order to preserve to the
registered owners of the Bonds the perfection of the security interest in said pledge, the City
agrees to take such measures as it determines are reasonable and necessary under Texas law to
comply with the applicable provisions of Chapter 9 and enable a filing to perfect the security
interest in said pledge to occur.
Section 9. DEBT SERVICE FUND ACCOUNTS. That with respect to the Bonds no
special account need be established to facilitate the payment of debt service on the Bonds.
Section 10. RESERVE FUND. That no deposits shall be made to the credit of the
Reserve Fund, as provided in Section 12(b) of this Twenty-Sixth Supplement.
Section 11. INVESTMENTS. That to the extent a reserve fund for the Bonds is created
after their delivery, money in the Reserve Fund created under this Twenty-Sixth Supplement
shall not be invested in securities with an average aggregate weighted maturity of greater than
seven years. The value of the Reserve Fund, in addition to the annual determination described in
the Master Ordinance, shall be established at the time or times withdrawals are made therefrom.
Investments shall be sold promptly when necessary to prevent any default in connection with the
Bonds. Earnings derived from the investment of moneys on deposit in the various Funds and
Accounts shall be credited to the Fund or Account from which moneys used to acquire such
investment shall have come.
Section 12. FLOW OF FUNDS. That all monies in the System Fund not required for
paying Operating Expenses during each month shall be applied by the City, on or before the 10th
day of the following month, commencing during the months and in the order of priority with
respect to the Funds and Accounts that such applications are hereinafter set forth in this Section.
(a) Debt Service Fund- To the credit of the Debt Service Fund, in the following order of
priority,to-wit:
(1) such amounts, deposited in approximately equal monthly installments,
commencing during the month in which the Bonds are delivered, or the month thereafter
if delivery is made after the 10th day thereof, as will be sufficient, together with other
amounts, if any, in the Debt Service Fund available for such purpose, to pay the interest
scheduled to come due on the Bonds on the next succeeding interest payment date; and
(2) such amounts, deposited in approximately equal monthly installments,
commencing during the month which shall be the later to occur of, (i) the twelfth month
before the first maturity date of the Bonds, or (ii) the month in which the Bonds are
delivered, or the month thereafter if delivery is made after the 10th day thereof, as will be
sufficient, together with other amounts, if any, in the Debt Service Fund available for
such purpose, to pay the principal (including mandatory sinking fund redemption
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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. Acting in accordance with the provisions of the Master Ordinance,
specifically, without limitation, Section 7 thereof, it is not necessary for the Bonds to be secured
by the Reserve Fund established for the benefit of the owners of Parity Obligations, and therefore
the City may, but shall not be required to, make deposits to the credit of the Reserve Fund with
respect to the Bonds.
Section 13. PAYMENT OF BONDS. That on or before the first scheduled interest
payment date, and on or before each interest payment date and principal payment date thereafter
while any Bond is Outstanding and unpaid, the City shall make available to the Paying
Agent/Registrar, out of the Debt Service Fund (and the Reserve Fund, if necessary) monies
sufficient to pay such interest on and such principal amount of the Bonds, as shall become due on
such dates, respectively, at maturity or by redemption prior to maturity. The Paying
Agent/Registrar shall destroy all paid Bonds and furnish the City with an appropriate certificate
of cancellation or destruction.
Section 14. COVENANTS REGARDING TAX-EXEMPTION. That the Issuer
covenants to refrain from any action which would adversely affect, or to take such action as to
ensure, the treatment of the Bonds as obligations described in section 103 of the Code, the
interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof,the Issuer covenants as follows:
(a) to take any action to assure that no more than ten percent (10%) of the
proceeds of the Bonds or the projects financed or refinanced therewith (less amounts
deposited to a reserve fund, if any) are used for any "private business use", as defined in
section 141(b)(6) of the Code or, if more than ten percent (10%) of the proceeds are so
used, that amounts, whether or not received by the Issuer, with respect to such private
business use, do not, under the terms of this Twenty-Sixth Supplement or any underlying
arrangement, directly or indirectly, secure or provide for the payment of more than ten
percent (10%) of the debt service on the Bonds, in contravention of section 141(b)(2) of
the Code;
(b) to take any action to assure that in the event that the "private business use
described in subsection(a)hereof exceeds five percent (5%) of the proceeds of the Bonds
or the projects financed therewith (less amounts deposited into a reserve fund, if any)
then the amount in excess of five percent(5%) is used for a "private business use" which
is "related" and not "disproportionate", within the meaning of section 141(b)(3) of the
Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the 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, in contravention of section 141(c) of the Code;
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(d) to refrain from taking any action which would otherwise result in the Bonds
being treated as "specified private activity bonds" within the meaning of section 141(b)
of the Code;
(e) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property(as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Bonds, other than investment property
acquired with--
(1) proceeds of the Bonds invested for a reasonable temporary period
until such proceeds are needed for the purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed ten percent of the proceeds of the
Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings); and
(h) to pay to the United States of America at least once during each five-year
period(beginning on the date of delivery.of the Bonds) an amount that is at least equal to
ninety percent (90%) of the "Excess Earnings", within the meaning of section 148(f) of
the Code and to pay to the United States of America, not later than sixty (60) days after
the Bonds have been paid in full, one hundred percent (100%) of the amount then
required to be paid as a result of Excess Earnings under section 148(f) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the
term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in
the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds
expended prior to the date of the issuance of the Bonds. It is the understanding of the Issuer that
the covenants contained herein are intended to assure compliance with the Code and any
regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In
the event that regulations or rulings are hereafter promulgated which modify or expand
provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with
any covenant contained herein to the extent that such failure to comply, in the opinion of
nationally-recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or
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rulings are hereafter promulgated which impose additional requirements which are applicable to
the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary,
in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal
income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the
foregoing, the Mayor, the City Manager, any Assistant City Manager and the Chief Financial
Officer of the City may execute any certificates or other reports required by the Code and to
make such elections, on behalf of the City, which may be permitted by the Code as are consistent
with the purpose for the issuance of the Bonds. In order to facilitate compliance with the above
clause (h), a 'Rebate Fund" is hereby established by the City for the sole benefit of the United
States of America, and the Rebate Fund shall not be subject to the claim of any other person,
including without limitation the registered owners of the Bonds. The Rebate Fund is established
for the additional purpose of compliance with section 148 of the Code.
Section 15. ADDITIONAL FEDERAL INCOME TAX COVENANTS; WRITTEN
PROCEDURES. (a) Allocation of, and Limitation on, Expenditures for the Project. That the
City covenants to account for on its books and records the expenditure of proceeds from the sale
of the Bonds and any investment earnings thereon to be used for the improvement and extension
of the System (referred to herein as a "Project") by allocating proceeds to expenditures within
eighteen (18) months of the later of the date that (a) the expenditure on a Project is made or (b)
each such Project is completed. The foregoing notwithstanding, the City shall not expend such
proceeds or investment earnings more than sixty (60) days after the later of (a) the fifth
anniversary of the date of delivery of the Bonds or (b) the date the Bonds are retired, unless the
City obtains an opinion of nationally-recognized bond counsel substantially to the effect that
such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes of
this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion
of nationally-recognized bond counsel to the effect that such failure to comply will not adversely
affect the excludability for federal income tax purposes from gross income of the interest.
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(b) Disposition of Project. The City covenants that the property financed or refinanced
with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in
the receipt by the City of cash or other compensation, unless the City obtains an opinion of
nationally-recognized bond counsel substantially to the effect that such sale or other disposition
will not adversely affect the tax-exempt status of the Bonds. For purposes of this Section, the
portion of the property comprising personal property and disposed of in the ordinary course of
business shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes of this Section, the City shall not be obligated to comply with this
covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such
failure to comply will not adversely affect the excludability for federal income tax purposes from
gross income of the interest.
(c) Written Procedures. Until superseded by another action of the City, the written
procedures to ensure compliance with the covenants contained herein regarding private business
use, remedial actions, arbitrage and rebate approved by the City in the Twenty-Third Supplement
apply to the issuance of the Bonds. A copy of the approved written procedures is attached to this
Twenty-Sixth Supplement as Exhibit D.
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Section 16. AMENDMENT OF TWENTY-SIXTH SUPPLEMENT. (a) Approval of
Bondholders Required. That the owners of a majority in Outstanding Principal Amount of the
Bonds shall have the right from time to time to approve any amendment to this Twenty-Sixth
Supplement which may be deemed necessary or desirable by the City, provided, however, that
nothing herein contained shall permit or be construed to permit the amendment of the terms and
conditions in this Twenty-Sixth Supplement or in the Bonds so as to:
(1) Make any change in the maturity of any of the Outstanding Bonds;
(2) Reduce the rate of interest borne by any of the Outstanding Bonds;
(3) Reduce the amount of the principal payable on the Outstanding Bonds;
(4) Modify the terms of payment of principal of, premium, if any, or interest on the
Outstanding Bonds or impose any conditions with respect to such payment;
(5) Affect the rights of the owners of less than all of the Bonds then Outstanding;
(6) Amend this clause(a) of this Section; or
(7) Change the minimum percentage of the principal amount of Bonds necessary for
consent to any amendment;
unless such amendment or amendments shall be approved by the owners of all of the Bonds then
Outstanding.
(b) Notice of Amendment. That if at any time the City shall desire to amend the
Twenty-Sixth Supplement under this Section, the City shall cause notice of the proposed
amendment to be published in a financial newspaper or journal published in the City of New
York, New York, and a newspaper of general circulation in the City, once during each calendar
week for at least two (2) successive calendar weeks. Such notice shall briefly set forth the nature
of the proposed amendment and shall state that a copy thereof is on file at the principal office of
the Paying Agent/Registrar for inspection by all owners of the Bonds. Such publication is not
required,however, if notice in writing is given to each owner of the Bonds.
(c) Effectiveness of Consent and Approval. That whenever at any time not less than
thirty (30) days, and within one (1) year, from the date of the first publication of said notice or
other service of written notice the City shall receive an instrument or instruments executed by the
owners of at least a majority in Outstanding Principal Amount of the Bonds then Outstanding,
which instrument or instruments shall refer to the proposed amendment described in said notice
and which specifically consent to and approve such amendment in substantially the form of the
copy thereof on file with the Paying Agent/Registrar, the City Council of the City may pass such
amendment in substantially the same form.
(d) Amendment Effective. That upon the passage of any such amendment pursuant to
the provisions of this Section, this Twenty-Sixth Supplement shall be deemed to be amended in
accordance with such amendment, and the respective rights, duties and obligations under this
Twenty-Sixth Supplement of the City and all the owners of then Outstanding Bonds shall
thereafter be determined, exercised and enforced hereunder, subject in all respects to such
amendment.
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(e) Revocation of Consent. That any consent given by the owners of a Bond pursuant to
the provisions of this Section shall be irrevocable for a period of six (6) months from the date of
the first publication of the notice provided for in this Section, and shall be conclusive and
binding upon all future owners of the same Bond during such period. Such consent may be
revoked at any time after six (6) months from the date of the first publication of such notice by
the owner who gave such consent, or by a successor in title, by filing written notice thereof with
the Paying Agent/Registrar and the City, but such revocation shall not be effective if the owners
of at least a majority in Outstanding Principal Amount of the Bonds have, prior to the attempted
revocation, consented to and approved the amendment.
(f) Amendments Not Requiring Bondholder Consent. The foregoing provisions of this
Section notwithstanding, the City by action of the City Council may amend this Twenty-Sixth
Supplement without the consent of any owner of the Bonds or any other Parity Obligations,
solely for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Twenty-Sixth
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 limit
any right or power herein reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Twenty-Sixth
Supplement, or in regard to clarifying matters or questions arising under this Twenty-
Sixth Supplement, as are necessary or desirable and not contrary to or inconsistent with
this Twenty-Sixth Supplement and which shall not adversely affect the interests of the
owners of the Bonds then Outstanding;
(3) To modify any of the provisions of this Twenty-Sixth 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 Twenty-Sixth Supplement as may be
required, in the opinion of Bond Counsel, to ensure compliance with sections 103 and
141 through 150 of the Code and the regulations promulgated thereunder and applicable
thereto;
(5) To make such changes, modifications or amendments as may be necessary or
desirable in order to allow the owners of the Bonds to thereafter avail themselves of a
book-entry system for payments, transfers and other matters relating to the Bonds, which
changes, modifications or amendments are not contrary to or inconsistent with other
provisions of this Twenty-Sixth Supplement and which shall not adversely affect the
interests of the owners of the Bonds;
(6) To make such changes, modifications or amendments as are permitted by
Section 18(c)(vi) of this Twenty-Sixth Supplement;
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(7) To make such changes, modifications or amendments as may be necessary or
desirable in order to obtain or maintain the granting of a rating on the Bonds by a Rating
Agency or to obtain or maintain a Credit Agreement or a Credit Facility issued in support
of the Bonds; and
(8) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the Bonds, in
order,to the extent permitted by law,to facilitate the economic and practical utilization of
interest rate swap agreements, foreign currency exchange agreements, or similar type of
agreements with respect to the Bonds.
Notice of any such amendment may be published by the City in the manner described in clause
(b) of this Section; provided, however, that the publication of such notice shall not constitute a
condition precedent to the adoption of such amendatory ordinance and the failure to publish such
notice shall not adversely affect the implementation of such amendment as adopted pursuant to
such amendatory ordinance.
(g) Eli ig bilit toApproval Amendment. Ownership of the Bonds shall be established
by the Registration Books maintained by the Paying Agent/Registrar, in its capacity as registrar
and transfer agent for the Bonds.
Section 17. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Delivery of Substitute Bonds. That in the event any Outstanding Bond is damaged,
mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed, and delivered, a new-Bond of the same principal amount, maturity, and 'interest rate, as
the damaged, mutilated, lost, stolen, or destroyed Bond , in replacement for such Bond in the
manner hereinafter provided.
(b) Application. Application for replacement of damaged, mutilated, lost, stolen, or
destroyed Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or
destruction of a Bond, the applicant for a replacement bond shall furnish to the City and to the
Paying Agent/Registrar such security or indemnity as may be required by them to save each of
them harmless from any loss or damage with respect thereto. Also, in every case of loss,theft, or
destruction of a Bond, the applicant shall fin-nish to the City and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be.
In every case of damage or mutilation of a Bond, the applicant shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) Payment Without Replacement Bond. Notwithstanding the foregoing provisions of
this Section, in the event any such Bond shall have matured, and no default has occurred which
is then continuing in the payment of the principal of, premium, if any, or interest on the Bond,
the City may authorize the payment of the same (without surrender thereof except in the case of
a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or
indemnity is furnished as above provided in this Section.
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(d) Costs of Replacement Bond. Prior to the issuance of any replacement bond, the
Paying Agent/Registrar shall charge the owner of such Bond with all legal, printing, and other
expenses in connection therewith. Every replacement bond issued pursuant to the provisions of
this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a
contractual obligation of the City whether the lost, stolen, or destroyed Bond shall be found at
any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Twenty-
Sixth Supplement equally and proportionately with any and all other Bonds duly issued under
this Twenty-Sixth Supplement.
(e) Statutory AuthoritX. In accordance with Chapter 1206, this Section of this Twenty-
Sixth Supplement shall constitute authority for the issuance of any such replacement bond
without necessity of further action by the City Council of the City or any other body or person,
and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the
form and manner and with the effect, as provided in Section 5(a) of this Twenty-Sixth
Supplement for Bonds issued in exchange for other Bonds.
Section 18. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. (i)
That the City shall provide annually to the MSRB, within six months after the end of each Fiscal
Year ending in or after 2015, financial information and operating data with respect to the City of
the general type described in Exhibit C hereto. Any financial statements so to be provided shall
be (1) prepared in accordance with the accounting principles described in Exhibit C hereto, or
such other accounting principles as the City may be required to employ from time to time
pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such
statements and the audit is completed within the period during which they must be provided. If
the audit of such financial statements is not complete within such period, then the City shall
provide notice that the audited financial statements are not available, shall provide unaudited
financial information containing the information described in the tables referenced in Exhibit C
hereto under the heading "Annual Financial Statements and Operating Data' by the required
time, and shall provide audited financial statements for the applicable Fiscal Year to the MSRB,
when and if the audit report on such statements becomes available.
(ii) If the City changes its Fiscal Year, it will notify the MSRB of the change (and of the
date of the new Fiscal Year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section. The
financial information and operating data to be provided pursuant to this Section may be set forth
in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB)
that theretofore has been provided to the MSRB or filed with the SEC. Filings shall be made
electronically, in such format as is prescribed by the MSRB.
(b) Disclosure Event Notices. The City shall notify the MSRB of any of the following
events with respect to the Bonds, in a timely manner not in excess of ten Business Days after the
occurrence of the event:
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1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other
than in the ordinary course of business, the entry into a defmitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material; and
14. Appointment of a successor Paying Agent/Registrar or change in the name
of the Paying Agent/Registrar,if material.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by subsection(a). As used in clause 12 above, the phrase "bankruptcy, insolvency,
receivership or similar event" means the appointment of a receiver, fiscal agent or similar officer
for the City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under
state or federal law in which a court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of the City, or if jurisdiction has been assumed by
leaving the City Council and official or officers of the City in possession but subject to the
supervision and orders of a court or governmental authority, or the entry of an order confirming a
plan of reorganization, arrangement or liquidation by a court or governmental authority having
supervision or jurisdiction over substantially all of the assets or business of the City.
(c) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit made in accordance with
this Twenty-Sixth Supplement or applicable law that causes Bonds no longer to be outstanding.
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(ii) The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or to update any information
provided in accordance with this Section or otherwise, except as expressly provided herein. The
City does not make any representation or warranty concerning such information or its usefulness
to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(iv) No default by the City in observing or performing its obligations under this Section
shall comprise a breach of or default under this Twenty-Sixth Supplement for purposes of any
other provision of this Twenty-Sixth Supplement. Nothing in this Section is intended or shall act
to disclaim, waive, or otherwise limit the duties of the City under federal and state securities
laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide
notices to entities other than the MSRB, the City agrees to undertake such obligation in
accordance with the Rule as amended.
(vi) The provisions of this Section may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the City, but only if(1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the Holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Twenty-Sixth Supplement that authorizes
such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the holders and beneficial owners of the
Bonds. If the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with subsection (a) of this
Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided.
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Section 19. TWENTY-SIXTH SUPPLEMENT TO CONSTITUTE A CONTRACT;
EQUAL SECURITY. That in consideration of the acceptance of the Bonds, the issuance of
which is authorized hereunder, by those who shall hold the same from time to time, this Twenty-
Sixth Supplement shall be deemed to be and shall constitute a contract between the City and the
Holders from time to time of the Bonds and the pledge made in this Twenty-Sixth Supplement
by the City and the covenants and agreements set forth in this Twenty-Sixth Supplement to be
performed by the City shall be for the equal and proportionate benefit, security, and protection of
all Holders, without preference, priority, or distinction as to security or otherwise of any of the
Bonds authorized hereunder over any of the others by reason of time of issuance, sale, or
maturity thereof or otherwise for any cause whatsoever, except as expressly provided in or
permitted by this Twenty-Sixth Supplement.
Section 20. SEVERABILITY OF INVALID PROVISIONS. That if any one or more of
the covenants, agreements, or provisions herein contained shall be held contrary to any express
provisions of law or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements, or provisions shall be null and void and shall be deemed separable from the
remaining covenants, agreements, or provisions and shall in no way affect the validity of any of
the other provisions hereof or of the Bonds issued hereunder.
Section 21. PAYMENT AND PERFORMANCE ON BUSINESS DAYS. That, except
as provided to the contrary in the FORM OF BOND, whenever under the terms of this Twenty-
Sixth Supplement or the Bonds, the performance date of any provision hereof or thereof,
including the payment of principal of or interest on the Bonds, shall occur on a day other than a
Business Day, then the performance thereof, including the payment of principal of and interest
on the Bonds, need not be made on such day but may be performed or paid, as the case may be,
on the next succeeding Business Day with the same force and effect as if made on the date of
performance or payment.
Section 22. LIMITATION OF BENEFITS WITH RESPECT TO THE TWENTY-
SIXTH SUPPLEMENT. That with the exception of the rights or benefits herein expressly
conferred, nothing expressed or contained herein or implied from the provisions of this Twenty-
Sixth Supplement or the Bonds is intended or should be construed to confer upon or give to any
person other than the City, the Holders, and the Paying.Agent/Registrar, any legal or equitable
right, remedy, or claim under or by reason of or in respect to this Twenty-Sixth Supplement or
any covenant, condition, stipulation, promise, agreement, or provision herein contained. This
Twenty-Sixth Supplement and all of the covenants, conditions, stipulations, promises,
agreements, and provisions hereof are intended to be and shall be for and inure to the sole and
exclusive benefit of the City, the Holders, and the Paying Agent/Registrar as herein and therein
provided.
Section 23. ESCROW AGREEMENT. That if Bonds are issued to refund Refunded
Obligations in the manner provided for in this Twenty-Sixth Supplement, concurrently with the
delivery of the Bonds the City shall cause to be deposited with the Escrow Agent, from the
proceeds from the sale of the Bonds and other available moneys of the City, all as described in
the letter of instructions referred to in Section 29 of this Twenty-Sixth Supplement, an amount
20
sufficient, together with investment earnings on securities held by the Escrow Agent pursuant to
the Escrow Agreement to provide for the refunding of the Refunded Obligations in accordance
with Chapter 1207. For this purpose, the City Council authorizes the City Manager or any
Assistant City Manager and the City Secretary to execute the Escrow Agreement, in substantially
the form and substance attached to this Twenty-Sixth Supplement.
Section 24. REDEMPTION OF REFUNDED OBLIGATIONS. That the City Council
determines that, subject to the delivery of Bonds for the purpose of refunding Refunded
Obligations, the Refunded Obligations to be refunded shall be called for redemption at the
redemption price of par plus accrued interest to the date fixed for redemption, on the redemption
date set forth in the Official Statement, all in accordance with the applicable provisions of the
proceedings authorizing the issuance of the Refunded Obligations. The City Manager or his
designee shall take such actions necessary to cause the required notice of redemption to be given
in accordance with the terms of the proceedings for the Refunded Obligations called for
redemption.
Section 25. FURTHER PROCEDURES. That the Mayor, the City Manager, any
Assistant City Manager, the Chief Financial Officer of the City, the City Secretary or any
Assistant City Secretary, and all other officers, employees, and agents of the City, and each of
them, shall be and they are hereby expressly authorized, empowered and directed from time to
time and at any time to do and perform all such acts and things and to execute, acknowledge and
deliver in the name and under the corporate seal and on behalf of the City all such instruments,
whether herein mentioned, as may be necessary or desirable in order to carry out the terms and
provisions of this Twenty-Sixth Supplement and the Bonds, including, but not limited to,
conforming documents to receive the approval of the Texas Attorney General and to receive
ratings from municipal bond rating agencies. The City Council authorizes the payment of the fee
of the Office of the Attorney General of the State of Texas for the examination of the
proceedings relating to the issuance of the Bonds, in the amount determined in accordance with
the provisions of Section 1202.004, Texas Government Code.
Section 26. APPROVAL AND REGISTRATION OF BONDS. That the City Manager
of the City is hereby authorized to have control of the Bonds and all necessary records and
proceedings pertaining to the Bonds pending their delivery and their investigation, examination
and approval by the Attorney General of the State of Texas, and their registration by the
Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds, said
Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller)
shall manually sign the Comptroller's Registration Certificate accompanying the Bonds, and the
seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate.
Section 27. DTC REGISTRATION. That the Bonds initially shall be issued and
delivered in such manner that no physical distribution of the Bonds will be made to the public,
and The Depository Trust Company ("DTC"), New York, New York, initially will act as
depository for the Bonds. DTC has represented that it is a limited purpose trust company
incorporated under the laws of the State of New York, a member of the Federal Reserve System,
a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as
amended, and the City accepts, but in no way verifies, such representations. The Bonds initially
21
authorized by this Twenty-Sixth Supplement shall be delivered to and registered in the name of
CEDE & CO.,the nominee of DTC. So long as each Bond is registered in the name of CEDE &
CO., the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it
were the actual and beneficial owner thereof. It is expected that DTC will maintain a book-entry
system which will identify ownership of the Bonds in integral amounts of$5,000, with transfers
of ownership being effected on the records of DTC and its participants pursuant to rules and
regulations established by them, and that the Bonds initially deposited with DTC shall be
immobilized and not be further exchanged for substitute Bonds except as hereinafter provided.
The City is not responsible or liable for any functions of DTC, will not be responsible for paying
any fees or charges with respect to its services, will not be responsible or liable for maintaining,
supervising, or reviewing the records of DTC or its participants, or protecting any interests or
rights of the beneficial owners of the Bonds. It shall be the duty of the DTC Participants, as
defined in the Official Statement herein approved, to make all arrangements with DTC to
establish this book-entry system, the beneficial ownership of the Bonds, and the method of
paying the fees and charges of DTC. The City does not represent nor covenant that the initial
book-entry system established with DTC will be maintained in the future. Notwithstanding the
initial establishment of the foregoing book-entry system with DTC, if for any reason any of the
originally delivered Bonds is duly filed with the Paying Agent/Registrar with proper request for
transfer and substitution, as provided for in this Twenty-Sixth Supplement, substitute Bonds will
be duly delivered as provided in this Twenty-Sixth Supplement, and there will be no assurance or
representation that any book-entry system will be maintained for such Bonds. To effect the
establishment of the foregoing book-entry system, the City has executed and filed with DTC the
"Blanket DTC Letter of Representations" in the form provided by DTC to evidence the City's
intent to establish said book-entry system.
Section 28. DEFAULT AND REMEDIES. (a) Events of Default. That each of the
following occurrences or events for the purpose of this Twenty-Sixth Supplement is hereby
declared to be an Event of Default:
(i) the failure to make payment of the principal of any Bond when the same
becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights
of the registered owners of the Bonds, including, but not limited to, their prospect or
ability to be repaid in accordance with this Twenty-Sixth Supplement, and the
continuation thereof for a period of sixty(60) days after notice of such default is given by
any registered owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the registered owners under this Twenty-Sixth Supplement, by mandamus or
22
other suit, action or special proceeding in equity or at law, in any court of competent
jurisdiction, for any relief permitted by law, including the specific performance of any
covenant or agreement contained herein, or thereby to enjoin any act or thing that may be
unlawful or in violation of any right of the registered owners hereunder or any
combination of such remedies.
(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 Twenty-Sixth Supplement, the right to accelerate the debt
evidenced by the Bonds shall not be available as a remedy under this Twenty-Sixth
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 Twenty-Sixth
Supplement, such registered owner agrees that the certifications required to effectuate
any covenants or representations contained in this Twenty-Sixth 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 Twenty-Sixth Supplement, or because of any Event of Default or alleged
Event of Default under this Twenty-Sixth Supplement.
Section 29. USE OF BOND PROCEEDS. That the proceeds from the sale of the Bonds
shall be used in the manner described in a letter of instructions executed by or on behalf of the
City,provided, that proceeds representing accrued interest on the Bonds shall be deposited to the
credit of the Debt Service Fund and proceeds representing premium on the Bonds shall be used
in a manner consistent with'the provisions of Section 1201.042(d), Texas Government Code.
Section 30. DEFEASANCE OF OUTSTANDING BONDS. That the City Council
hereby authorizes the use of water and sewer system revenues for the purpose of effecting the
defeasance of all or a portion of(a) the Series 2005A Bonds maturing on February 15 in each of
the years 2016 through 2020, aggregating $42,885,000 in principal amount, (b) the City of Fort
Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2005 Bonds
maturing on March 1 in each of the years 2017 through 2025, aggregating $3,505,000 in
23
i
principal amount, and (c) the City of Fort Worth, Texas Water and Sewer System Subordinate
Lien Revenue Bonds, Series 2005A maturing on March 1 in each of the years 2016 through
2023, aggregating $4,685,000 in principal amount (collectively, the "Defeased Obligations").
The City Manager and the Chief Financial Officer of the City are hereby directed: to fund the
defeasance of the Defeased Obligations from available water and sewer system revenues in an
amount not to exceed the principal amount of the Defeased Obligations of each series described
above to be redeemed, plus accrued interest on the Defeased Obligations to the date fixed for
their redemption; to cause the Defeased Obligations to be redeemed prior to their scheduled
maturities. and to determine the date the Defeased Obligations are to be redeemed. The City
Manager and the Chief Financial Officer of the City, and each of them, shall be and they are
hereby expressly authorized, empowered and directed from time to time and at any time to do
and perform all such acts and things and to execute, acknowledge and deliver in the name and
under the corporate seal. and on behalf of the City all such instruments, whether herein
mentioned, as may be necessary or desirable in order to carry out the defeasance of the Defeased
Obligations.
Section 31. PREAMBLE. That the preamble to this Twenty-Sixth Supplement is hereby
incorporated by reference, and is to be considered a part of the operative text of this Twenty-
Sixth Supplement.
Section 32. RULES OF CONSTRUCTION. That for all purposes of this Twenty-Sixth
Supplement, unless the context requires otherwise, all references to designated Sections and
other subdivisions are to the Sections and other subdivisions of this Twenty-Sixth Supplement.
The words "herein", "hereof' and "hereunder" and other words of similar import refer to this
Twenty-Sixth Supplement as a whole and not to any particular Section or other subdivision.
Except where the context otherwise requires, terms defined in this Twenty-Sixth Supplement to
impart the singular number shall be considered to include the plural number and vice versa.
References to any named person means that party and its successors and assigns. References to
any constitutional, statutory or regulatory provision means such provision as it exists on the date
this Twenty-Sixth Supplement is adopted by the City and any future amendments thereto or
successor provisions thereof. All ordinances and resolutions or parts thereof in conflict herewith
are hereby repealed.
[The remainder of this page left blank intentionally]
24
Section 33. MIMEDIATE EFFECT. That this Twenty-Sixth Supplement shall be
effective immediately from and after its passage in accordance with the provisions of Section
1201.028, Texas Government Code, and it is accordingly so ordained.
ADOPTED AND EFFECTIVE June 16,2015.
or,
City of Fort Wort
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APPROVED AS TO FORM AND LEGALITY: ��$ 00000001
City Attorney
Signature Page—Ordinance Authorizing Issuance of Series 2015-4
Water&Sewer System Revenue Refunding and Improvement Bonds
25
SCHEDULEI
CITY OF FORT WORTH,TEXAS WATER AND SEWER SYSTEM REVENUE REFUNDING BONDS,
SERIES 2005A, dated March 15, 2005,bonds maturing on February 15 in each of the years 2016 through 2020, in
the aggregate principal amount of $42,885,000. Redemption Price: par plus accrued interest to the date of
redemption;Redemption Date:within ninety days of the date of delivery of the Bonds.
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE BONDS, SERIES
2007, dated August 1, 2007, bonds maturing on February 15 in each of the years 2016 through 2022, and on
February 15, 2027, in the aggregate principal amount of$71,515,000. Redemption Price:par plus accrued interest
to the date of maturity or redemption; Redemption Date for refunded bonds maturing on and after February'15,
2018:February 15,2017.
SCHEDULEI
EXHIBIT A
That, as used in this Twenty-Sixth Supplement, the following terms shall have the
meanings set forth below, unless the text hereof specifically indicates otherwise:
"Authentication Certificate" shall have the meaning given said term in Section 5(a) of the
Twenty-Sixth Supplement.
"Authorized Denomination" means Bonds in a denomination of $5,000 or any integral
multiple thereof.
"Authorized Representative" means the City Manager and the Chief Financial Officer of
the City, acting individually but not collectively.
"Bidding Instructions" shall have the meaning given said term in Section 3(a) of the
Twenty-Sixth Supplement.
"Bonds"means the Series 2015A Bonds.
"Business Day" means a day other than a Sunday, Saturday, a legal holiday, or a day on
which banking institutions in the city where the Designated Trust Office of the Paying
Agent/Registrar is located are authorized by law or executive order to close.
"Chapter 9" means Chapter 9, Texas Business & Commerce Code.
"Chapter 1206"means Chapter 1206, Texas Government Code.
"Chapter 1207" means Chapter 1207, Texas Government Code.
"Chapter 1208"means Chapter 1208, Texas Government Code.
"Chapter 13 71" means Chapter 1371, Texas Government Code.
"Chapter 1502"means Chapter 1502, Texas Government Code.
"Designated Trust Office" means the city so designated in Section 5(a) of the Twenty-
Sixth Supplement.
"DTC" shall have the meaning given said term in Section 27 of the Twenty-Sixth
Supplement.
"Eighteenth Supplement" means the ordinance authorizing the issuance of the Series
2010 Bonds.
A-1
"Escrow Agent" means the financial institution acting as the depository of funds under
the terms of the Escrow Agreement.
"Escrow Agreement" means the escrow agreement between the City and the Escrow
Agent,in respect to the refunding of the Refunded Obligations.
"Fifteenth Supplement" means the ordinance authorizing the issuance of the Series 2007
Bonds.
"Fourteenth Supplement" means the ordinance authorizing the issuance of the Series
2005A Bonds.
"Master Ordinance" means the "Master Ordinance establishing the City of Fort Worth
Texas Water and Sewer System Revenue Financing Program", passed by the City on December
10, 1991.
"MSRB" means the Municipal Securities Rulemaking Board.
"Nineteenth Supplement" means the ordinance authorizing the issuance of the Series
2010A Bonds.
"Official Bid Form" shall have the meaning given said term in Section 3(a) of the
Twenty-Sixth Supplement.
"Official Statement" shall have the meaning given said term in Section 3(e) of the
Twenty-Sixth Supplement.
"Paying Agent/Registrar" means the financial institution specified in Section 5(a) of the
Twenty-Sixth Supplement.
"Previously Issued Parity Bonds" means the Series 2005A Bonds, the Series 2007 Bonds,
the Series 2008 Bonds, the Series 2009 Bonds, the Series 2010 Bonds, the Series 2010A Bonds,
the Series 2010B Bonds, the Series 2010C Bonds, the Series 2011 Bonds, the Series 2012 Bonds,
the Series 2014 Bonds and the Series 2015 Bonds.
"Purchasers" means the entity or entities listed in the Official Bid Form accepted by the
City as the best bid for the Bonds.
"Refunded Obligations" means those obligations listed in Schedule I to the Twenty-Sixth
Supplement to be refunded with the proceeds of the Bonds in accordance with the provisions of
the Bidding Instructions.
"Registration Books" shall have the meaning given said term in Section 5(a) of the
Twenty-Sixth Supplement.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
A-2
"Series 2005A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2005A, authorized by the Fourteenth Supplement.
"Series 2007 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2007, authorized by the Fifteenth Supplement.
"Series 2008 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2008, authorized by the Sixteenth Supplement.
"Series 2009 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2009, authorized by the Seventeenth Supplement.
"Series 2010 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2010, authorized by the Eighteenth Supplement.
"Series 2010A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2010A, authorized by the Nineteenth Supplement.
"Series 2010B Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2010B, authorized by the Twentieth Supplement.
"Series 2010C Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2010C, authorized by the Twenty-First Supplement.
"Series 2011 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2011, authorized by the Twenty-Second
Supplement.
"Series 2012 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2012, authorized by the Twenty-Third Supplement.
"Series 2014 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2014, authorized by the Twenty-Fourth
Supplement.
"Series 2015 Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2015, authorized by the Twenty-Fifth Supplement.
"Seventeenth Supplement" means the ordinance authorizing the issuance of the Series
2009 Bonds.
"Sixteenth Supplement" means the ordinance authorizing the issuance of the Series 2008
Bonds.
"Term Bonds" means those Bonds, if any, identified in the Twenty-Fourth Supplement as
"term bonds".
"Treasury Regulations" means all applicable temporary, proposed and final regulations
and procedures promulgated under the Code or promulgated under the Internal Revenue Code of
1954, to the extent applicable to the Code.
A-3
"Twentieth Supplement" means the ordinance authorizing the issuance of the Series
2010B Bonds.
"Twenty-First Supplement" means the ordinance authorizing the issuance of the Series
2010C Bonds.
"Twenty-Second Supplement" means the ordinance authorizing the issuance of the Series
2011 Bonds.
"Twenty-Third Supplement" means the ordinance authorizing the issuance of the Series
2012 Bonds.
"Twenty-Fourth Supplement" means the ordinance authorizing the issuance of the Series
2014 Bonds.
"Twenty-Fifth Supplement" means the ordinance authorizing the issuance of the Series
2015 Bonds.
"Twenty-Sixth Supplement" means the ordinance authorizing the issuance of the Bonds.
A-4
EXHIBIT B
FORM OF BOND:
NO. R- $
UNITED STATES OF,AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE
REFUNDING AND IMPROVEMENT BOND, SERIES 2015A
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP
% 52015
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT, DENTON, PARKER, WISE AND JOHNSON COUNTIES, TEXAS (the "Issuer"),
hereby promises to pay to , or to the registered assignee hereof (either being
hereinafter called the "registered owner")the principal amount of
DOLLARS
and to pay interest thereon from the delivery date specified above, on February 15, 2016 and
semiannually on each August 15 and February 15 thereafter to the maturity date specified above,
or to the date of redemption prior to maturity, at the interest rate per annum specified above;
except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of
this Bond is dated later than August 15, 2016, such interest is payable semiannually on each
August 15 and February 15 following such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this
Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at
maturity, or at redemption prior to maturity, at the designated corporate trust office in Austin,
Texas (the "Designated Trust Office"), of BOKF, NA, dba Bank of Texas, which is the "Paying
Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the
Paying Agent/Registrar to the registered owner hereof on each interest payment date by check or
draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of
this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such
purpose as hereinafter provided; and such check or draft shall be sent by the Paying
Agent/Registrar by United States mail,first-class postage prepaid, on each such interest payment
date, to the registered owner hereof, at its address as it appeared on the last Business Day of the
month next preceding each such date (the "Record Date") on the Registration Books kept by the
Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or upon
the redemption of this Bond prior to maturity as provided herein shall be paid to the registered
owner upon presentation and surrender of this Bond for redemption and payment at the
B-1
Designated Trust Office of the Paying Agent/Registrar. The Issuer has covenanted in the Bond
Ordinance that on or before each principal payment date, interest payment date, and accrued
interest payment date for this Bond it will make available to the Paying Agent/Registrar, from
the "Debt Service Fund" created by the ordinance establishing the City of Fort Worth, Texas
Water and Sewer System Revenue Financing Program (the "Master Ordinance"), the amounts
required to provide for the payment, in immediately available funds, of all principal of and
interest on the Bonds,when due.
IN THE EVENT of a non-payment of interest on a scheduled payment date, and for 30
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the Issuer. Notice of the Special Record Date and of the scheduled
payment date of the past due interest ("Special Payment Date", which shall be 15 days after the
Special Record Date) shall be sent at least five business days prior to the Special Record Date by
United States mail, first class postage prepaid, to the address of each registered owner appearing
on the registration books of the Paying Agent/Registrar at the close of business on the last
business day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due. Notwithstanding the foregoing, during any period in which
ownership of the Bonds is determined only by a book entry at a securities depository for the
Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be
made in accordance with existing arrangements between the Board and the securities depository.
THIS BOND is one of a series of bonds of like tenor and effect except as to number,
principal amount, interest rate, maturity, and right of prior redemption, dated , 2015,
aggregating $ (herein sometimes called the 'Bonds"), issued for the purpose of(i)
extending and improving the System (as defined in the Bond Ordinance), (ii) refunding the
Refunded Obligations (as defined in the Bond Ordinance), and (iii) paying the costs of issuance
associated with the Bonds. The Bonds shall be issued in any denomination or denominations in
any integral multiple of $5,000 (an "Authorized Denomination"). All capitalized terms not
defined herein shall have the same meaning as given said terms in the Master Ordinance or the
Bond Ordinance.
THE OUTSTANDING BONDS maturing on and after February 1-5, 2026 may be
redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, on
February 15, 2025, or on any date thereafter, at the redemption price of the principal amount of
the Bonds called for redemption, and without premium; provided, that during any period in
which ownership 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
B-2
are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be
selected in accordance with the arrangements between the Issuer and the securities depository.
[Insert Mandatory Redemption Provisions, if applicable]
NOTICE OF any such redemption of Bonds shall be given in the following manner, to-
wit, a written notice of such redemption shall be given to the registered owner of each Bond or a
portion thereof being called for redemption not more than 60 days nor less than 30 days prior to
the date fixed for such redemption by depositing such notice in the United States mail, first-class
postage prepaid, addressed to each such registered owner at his address shown on the
Registration Books of the Paying Agent/Registrar. Any notice so mailed shall be conclusively
presumed to have been duly given notwithstanding whether one or more registered owners may
have failed to have received such notice. By the date fixed for any such redemption due
provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the
required redemption price for this Bond or the portion hereof which is to be so redeemed. If
such notice of redemption is given, and if due provision for such payment is made, all as
provided above, this Bond or the portion hereof which is to be so redeemed, thereby
automatically shall be redeemed prior to its scheduled maturity, and shall not be regarded as
being outstanding except for the right of the registered owner to receive the redemption price
from the Paying Agent/Registrar out of the funds provided for such payment. The Paying
Agent/Registrar shall record in the Registration Books all such redemptions of principal amount
of this Bond or any portion hereof. If a portion of any Bond shall be redeemed a substitute Bond
or Bonds having the same maturity date,bearing interest at the same rate, in any denomination or
denominations in any Authorized Denomination at the written request of the registered owner,
and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to
the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all
as provided in the Bond Ordinance. The years of maturity of the Bonds called for such
redemption shall be selected by the Issuer. The Bonds or portions thereof redeemed within a
maturity shall be selected by lot or other customary random method selected by the Paying
Agent/Registrar (provided that a portion of a Bond may be redeemed only in an Authorized
Denomination).
THE FOREGOING PARAGRAPH NOTWITHSTANDING, with respect to any optional
redemption of the Bonds, unless certain prerequisites to such optional redemption required by the
Bond Ordinance have been met and money sufficient to pay the principal of, premium, if any,
and interest on the Bonds to be redeemed will have been received by the Paying Agent/Registrar
prior to giving such notice, such notice may state that the optional redemption will, at the option
of the Issuer, be conditional upon the satisfaction of such prerequisites and receipt of such money
by the Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any
prerequisite set forth in the notice of redemption. If a conditional notice of redemption is given
and such prerequisites to the redemption are not satisfied, such notice will be of no force and
effect, the Issuer will not redeem such Bonds and the Paying Agent/Registrar will give notice in
the manner in which the notice of redemption was given,to the effect that such Bonds will not be
redeemed.
B-3
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in the denomination of any Authorized Denomination. As provided in the Bond
Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees
hereof, be assigned, transferred, converted into and exchanged for a like aggregate amount of
fully registered Bonds, without interest coupons, payable to the appropriate registered owner,
assignee or assignees, as the case may be, having any authorized denomination or denominations
as requested in writing by the appropriate registered owner, assignee or assignees, as the case
may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in
accordance with the form and procedures set forth in the Bond Ordinance. Among other
requirements for such assignment and transfer, this Bond must be presented and surrendered to
the Paying Agent/Registrar at the Designated Trust Office, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Bond or any portion or portions hereof in any authorized
denomination to the assignee or assignees in whose name or names this Bond or any such portion
or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this
Bond may be executed by the registered owner to evidence the assignment hereof, but such
method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the registered owner. The one requesting such conversion and
exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and
charges for converting and exchanging any Bond or portion thereof. In any circumstance, any
taxes or governmental charges required to be paid with respect thereto shall be paid by the one
requesting such assignment, transfer, conversion or exchange, as a condition precedent to the
exercise of such privilege. The foregoing notwithstanding, in the case of the conversion and
exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such
fees and charges of the Paying Agent/Registrar will be paid by the Issuer. The Paying
Agent/Registrar shall not be required (i) to make any such transfer, conversion or exchange
during the period beginning at the opening of business 30 days before the day of the first mailing
of a notice of redemption and ending at the close of business on the day of such mailing, or(ii)to
transfer, convert or exchange any Bonds so selected for redemption when such redemption is
scheduled to occur within 30 calendar days; provided, however, such limitation of transfer shall
not be applicable to an exchange by the registered owner of an unredeemed balance of a Bond
called for redemption in part.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, whose
qualifications are substantially similar to the previous Paying Agent/Registrar it is replacing, and
promptly will cause written notice thereof to be mailed to the registered owners of the Bonds.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
B-4
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Master Ordinance and the Bond Ordinance,
agrees to be bound by such terms and provisions, acknowledges that the Master Ordinance and
the Bond Ordinance are duly recorded and available for inspection in the official minutes and
records of the Issuer, and agrees that the terms and.provisions of this Bond, the Master
Ordinance and the Bond Ordinance constitute a contract between each registered owner hereof
and the Issuer.
,THE BONDS are special obligations of the Issuer payable solely from and equally
secured by a first lien on and pledge of the Pledged Revenues of the System. The Issuer has
reserved the right, subject to the restrictions stated, and adopted by reference, in the Master
Ordinance, to issue additional parity revenue obligations which also may be made payable from,
and secured by a first lien on and pledge of, the Pledged Revenues. For a more complete
description and identification of the revenues and funds pledged to the payment of the Bonds,
and other obligations of the Issuer secured by and payable from the same source or sources as the
Bonds,reference is hereby made to the Master Ordinance and the Bond Ordinance.
THE ISSUER has reserved the right, subject to the restrictions stated, and adopted by
reference, in the Bond Ordinance, to amend the Bond Ordinance; and under some (but not all)
circumstances amendments must be approved by the owners of a majority in Outstanding
Principal Amount of the Bonds.
THE REGISTERED OWNER HEREOF shall never have the right to demand payment of
this obligation out of any funds raised or to be raised by taxation.
IT IS HEREBY certified and covenanted that this Bond has been duly and validly
authorized, issued and delivered; and that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Bond have been performed, existed and been done in accordance with law.
B-5
IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed
manual or facsimile signature of the Mayor, attested by the imprinted or lithographed facsimile
signature of the City Secretary, and approved as to form and legality by the imprinted or
lithographed facsimile signature of the City Attorney, and the official seal of the Issuer has been
duly affixed to,printed, lithographed or impressed on this Bond.
CITY OF FORT WORTH, TEXAS
By xxxxx
Mayor, City of Fort Worth, Texas
ATTEST:
xxxx
City Secretary, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY: (SEAL)
xxxx
City Attorney, City of Fort Worth, Texas
B-6
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the
State of Texas
(SEAL)
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the
proceedings adopted by the Issuer as described in the text of this Bond; and that this Bond has
been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of
an issue which originally was approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts of the State of Texas.
Dated BOKF,NA, dba Bank of Texas,
Paying Agent/Registrar
By
Authorized Signatory
B-7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the books kept for registration thereof,
with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature(s) above must
a member firm of the New York Stock correspond with the name of the Registered
Exchange or a commercial bank or trust Owner as it appears upon the front of this Bond
company. in every particular, without alteration or
enlargement or any change whatsoever.
B-8
Exhibit C
to Twenty-Sixth
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Twenty-Sixth Supplement.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to)below:
Tables 1 through 15 contained in the Official Statement; and
"Excerpts from the Annual Financial Report", as set forth in Appendix B to the
Official Statement
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to above.
C-1
EXHIBIT D
WRITTEN PROCEDURES
RELATING TO CONTINUING COMPLIANCE
WITH FEDERAL TAX COVENANTS
These procedures, together with any federal tax certifications,provisions included in the authorizing document(the
"Ordinance')with respect to the issuance and sale of Obligations (as defined below), letters of instructions and/or
memoranda from bond counsel and any attachments thereto (the "Closing Documents'), are intended to assist the
Issuer in complying with federal guidelines related to the issuance of any tax-exempt debt such as the Bonds (the
"Obligations').
A. Arbitrage Compliance. Federal income tax laws generally restrict the ability to earn arbitrage in
connection with the Obligations. The Responsible Person (as defined below) will review the Closing Documents
periodically(at least once a fiscal year)to ascertain if an exception to arbitrage compliance applies.
Procedures applicable to Obligations issued for construction and acquisition purposes. With respect to the
investment and expenditure of the proceeds of the Obligations that are issued to finance public improvements or to
acquire land or personal property, the Issuer's Chief Financial Officer and City Treasurer (such officers, together
with other employees of the Issuer who report to such officers,are,collectively,the "Responsible Person")will:
1. Instruct the appropriate person who is primarily responsible for the construction, renovation or
acquisition of the facilities financed or refinanced with the Obligations (the "Project") that (i)
binding contracts for the expenditure of at least 5%of the proceeds of the Obligations are entered
into within six months of the date of closing of the Obligations (the "Issue Date") and that(ii)the
Project must proceed with due diligence;
2. Monitor that at least 85% of the proceeds of the Obligations to be used for the construction,
renovation or acquisition of the Project are expended within three years of the Issue Date;
3. Monitor the yield on the investments purchased with proceeds of the Obligations and restrict the
yield of such investments to the yield on the Obligations after three years of the Issue Date;
4. Monitor all amounts deposited into a sinking fund or funds pledged(directly or indirectly) to the
payment of the Obligations, such as the interest and sinking fund or debt service fund, to assure
that the maximum amount invested within such applicable fund at a yield higher than the yield on
the Obligations does not exceed an amount equal to the debt service on the Obligations in the
succeeding twelve-month period plus a carryover amount equal to one-twelfth of the principal and
interest payable on the Obligations for the immediately preceding twelve-month period;and
5. Ensure that no more than 50% of the proceeds of the Obligations are invested in an investment
with a guaranteed yield for four years or more.
Procedures applicable to Obligations with a debt service reserve fund. In addition to the foregoing, if the
Issuer issues Obligations that are secured by a debt service reserve fund,the Responsible Person will assure that the
maximum amount of any reserve fund for the Obligations invested at a yield higher than the yield on the Obligations
will not exceed the lesser of(1) 10% of the principal amount of the Obligations, (2) 125% of the average annual
debt service on the Obligations measured as of the Issue Date, or(3) 100%of the maximum annual debt service on
the Obligations as of the Issue Date.
Procedures applicable to Escrow Accounts for Refunding Issues. In addition to the foregoing, if the Issuer
issues Obligations and proceeds are deposited to an escrow fund to be administered pursuant to the terms of an
escrow agreement,the Responsible Person will:
1.Monitor the actions of the escrow agent to ensure compliance with the applicable provisions of
the escrow agreement,including with respect to reinvestment of cash balances;
D-1
2.Contact the escrow agent on the date of redemption of obligations being refunded to ensure that
they were redeemed;and
3.Monitor any unspent proceeds of the refunded obligations to ensure that the yield on any
investments applicable to such proceeds are invested at the yield on the applicable obligations or
otherwise applied.
Procedures auplicable to all Tax-Exempt Obligations. For all issuances of Obligations, the Responsible
Person will:
1.Maintain any official action of the Issuer (such as a reimbursement resolution) stating the
Issuer's intent to reimburse with the proceeds of the Obligations any amount expended prior to the
Issue Date for the acquisition,renovation or construction of the facilities;
2.Ensure that the applicable information return (e.g., Form 8038-G, 8038-GC, or any successor
forms)is timely filed with the Internal Revenue Service(the "IRS"); and
3.Assure that, unless excepted from rebate and yield restriction under section 148(f) of the Code,
excess investment earnings are computed and paid to the U.S. government at such time and in
such manner as directed by the IRS (i)at least every five years after the Issue Date and(ii)within
30 days after the date the Obligations are retired.
B. Private Business Use. Generally, to be tax-exempt, only an insignificant amount of the proceeds of each
issue of Obligations can benefit(directly or indirectly)private businesses. The Responsible Person will review the
Closing Documents periodically(at least once a fiscal year)for the purpose of determining that the use of the Project
does not violate provisions of federal tax law that pertain to private business use. In addition, the Responsible
Persons will:
1. Develop procedures or a"tracking system"to identify all property financed with tax-exempt debt;
2. Monitor and record the date on which the Project is substantially complete and available to be
used for the purpose intended;
3. Monitor and record whether, at any time the Obligations are outstanding, any person, other than
the Issuer,the employees of the Issuer, the agents of the Issuer or members of the general public,
has any contractual right(such as a lease,purchase,management or other service agreement)with
respect to any portion of the Project;
4. Monitor and record whether, at any time the Obligations are outstanding, any person, other than
the Issuer,the employees of the Issuer, the agents of the Issuer or members of the general public,
has a right to use the output of the Project(e.g.,water,gas,electricity);
5. Monitor and record whether, at any time the Obligations are outstanding, any person, other than
the Issuer,the employees of the Issuer, the agents of the Issuer or members of the general public,
has a right to use the Project to conduct or to direct the conduct of research;
6. Monitor and record whether, at any time the Obligations are outstanding, any person, other than
the Issuer,has a naming right for the Project or any other contractual right granting an intangible
benefit;
7. Monitor and record whether, at any time the Obligations are outstanding, the Project is sold or
otherwise disposed of;and
8. Take such action as is necessary to remediate any failure to maintain compliance with the
covenants contained in the Ordinance related to the public use of the Project.
D-2
C. Record Retention. The Responsible Person will maintain or cause to be maintained all records relating to
the investment and expenditure of the proceeds of the Obligations and the use of the facilities financed or refinanced
thereby for a period ending three years after the complete extinguishment of the Obligations. If any portion of the
Obligations is refunded with the proceeds of another series of tax-exempt Obligations, such records shall be
maintained until the three years after the refunding Obligations are completely extinguished. Such records can be
maintained in paper or electronic format.
D. Responsible Persons. Each Responsible Person shall receive appropriate training regarding the Issuer's
accounting system, contract intake system, facilities management and other systems necessary to track the
investment and expenditure of the proceeds and the use of the Project financed or refinanced with the proceeds of
the Obligations. The foregoing notwithstanding,each Responsible Person shall report to the City Council whenever
experienced advisors and agents may be necessary to carry out the purposes of these instructions for the purpose of
seeking City Council approval to engage or utilize existing advisors and agents for such purposes.
D-3
it
THE STATE OF TEXAS
COUNTIES OF TARRANT,DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Mary Kayser, City Secretary of the City of Fort Worth, in the State of Texas, do hereby
certify that I have compared the attached and foregoing excerpt from the minutes o the regular,
open,public meeting of the City Council of the City of Fort Worth, Texas held on /l ,
2015, and of the ordinance authorizing the issuance of Water and Sewer Sy tem Revenue
Refunding and Improvement Bonds, Series 2015A, which was duly passed at said meeting, and
that said copy is a true and correct copy of said excerpt and the whole of said ordinance. Said
meeting was open to the public, and public notice of the time,place, and purpose of said meeting
was given, all as required by Chapter 551, Texas Government Code, as amended.
In testimony w' reof, I Mve set my hand and have hereunto affixed the seal of said City
of Fort Worth,thiOay of - 015.
q<rea� City Secre e
City of Fort orth, Texas
�� 0000 000,00 �d�
ESCROW AGREEMENT
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE
REFUNDING AND IMPROVEMENT BONDS SERIES 2015A ESCROW
THIS ESCROW AGREEMENT,dated as of ,2015(herein,together with any
amendments or supplements hereto,called the"Agreement")is entered into by and between the City
of Fort Worth, Texas (herein called the "Issuer") and BOKF, NA, dba Bank of Texas, as escrow
agent (herein, together with any successor in such capacity, called the "Escrow Agent"). The
addresses of the Issuer and the Escrow Agent are shown on Exhibit"A" attached hereto and made a
part hereof.
WITNESSETH:
WHEREAS, the Issuer heretofore issued and there presently remain outstanding the
obligations (the "Refunded Bonds") described in the Verification Report of Grant Thornton LLP, a
true and correct copy of which is attached hereto as Exhibit "B" and made a part hereof (the
"Report"), relating to the Refunded Bonds; and
WHEREAS,the Refunded Bonds are scheduled to mature on such dates,bear interest at such
rates, and be payable at such times and in such amounts as are set forth in the Report; and
WHEREAS,when firm banking arrangements have been made for the payment of principal
and interest to the maturity or redemption date of the Refunded Bonds, then the Refunded Bonds
shall no longer be regarded as outstanding except for the purpose of receiving payment from the
funds provided for such purpose; and
WHEREAS, Chapter 1207,Texas Government Code("Chapter 1207"),authorizes the Issuer
to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available
funds or resources,directly with any place of payment(paying agent)for any of the Refunded Bonds,
and such deposit,if made before such payment dates and in sufficient amounts, shall constitute the
making of firm banking and financial arrangements for the discharge and final payment of the
Refunded Bonds; and
WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement
with any such paying agent for any of the Refunded Bonds with respect to the safekeeping,
investment, administration and disposition of any such deposit, upon such terms and conditions as
the Issuer and such paying agent may agree,provided that such deposits may be invested only in(1)
direct obligations of the United States of America,including obligations the principal of and interest
on which are unconditionally guaranteed by the United States of America,and which may be in book
entry form, (2) noncallable obligations of an agency or instrumentality of the United States of
America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent,and(3)noncallable
obligations of a state or an agency or a county,municipality, or other political subdivision of a state
that have been refunded and that,on the date the governing body of the Issuer adopts or approves the
proceedings authorizing the financial arrangements are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent,and which shall mature and/or
bear interest payable at such times and in such amounts as will be sufficient to provide for the
scheduled payment of principal and interest on the Refunded Bonds when due; and
WHEREAS, the Escrow Agent is the paying agent for the Refunded Bonds, and this
Agreement constitutes an escrow agreement of the kind authorized and required by said
Chapter 1207; and
WHEREAS, Chapter 1207 makes it the duty of the Escrow Agent to comply with the terms
of this Agreement and timely make available the amounts required to provide for the payment of the
principal of and interest on such obligations when due,and in accordance with their terms,but solely
from the funds, in the manner, and to the extent provided in this Agreement; and
WHEREAS, the issuance, sale, and delivery of the City of Fort Worth, Texas Water and
Sewer System Revenue Refunding and Improvement Bonds, Series 2015A(the"Refunding Bonds")
have been issued, sold and delivered for the purpose,among others, of obtaining the funds required
to provide for the payment of the principal of the Refunded Bonds at their maturity or date of
redemption and the interest thereon to such dates; and
WHEREAS,the Issuer desires that,concurrently with the delivery of the Refunding Bonds to
the purchasers thereof,certain proceeds of the Refunding Bonds,together with certain other available
funds of the Issuer,if applicable,shall be applied to purchase certain direct obligations of the United
States of America hereinafter defined as the "Escrowed Securities" for deposit to the credit of the
Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash
balance (if needed) in such Escrow Fund; and
WHEREAS,the Escrowed Securities shall mature and the interest thereon shall be payable at
such times and in such amounts so as to provide moneys which, together with cash balances from
time to time on deposit in the Escrow Fund,will be sufficient to pay interest on the Refunded Bonds
as it accrues and becomes payable and the principal of the Refunded Bonds on their maturity or date
of redemption; and
WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities,
particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the
designated corporate trust office of the Escrow Agent; and
WHEREAS,the Escrow Agent is herein also referred to as the "Paying Agent",and in such
capacity as paying agent for the Refunded Bonds,acting through the Escrow Agent,is also aparty to
this Agreement,as the sole Paying Agent for the Refunded Bonds,to acknowledge its acceptance of
the terms and provisions of this Agreement in such capacity.
NOW,THEREFORE,in consideration of the mutual undertakings,promises and agreements
herein contained,the sufficiency of which hereby are acknowledged,and to secure the full and timely
payment of principal of and the interest on the Refunded Bonds,the Issuer and the Escrow Agent
mutually undertake, promise, and agree for themselves and their respective representatives and
successors, as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following
terms shall have the meanings assigned to them below when they are used in this Agreement:
"Code"means the Internal Revenue Code of 1986,as amended,or to the extent applicable the
Internal Revenue Code of 1954, together with any other applicable provisions of any successor
federal income tax laws.
"Escrow Fund"means the fund created by this Agreement to be administered by the Escrow
Agent pursuant to the provisions of this Agreement.
"Escrowed Securities" means the direct noncallable,non-prepayable United States Treasury
obligations and obligations the due timely payment of which is unconditionally guaranteed by the
United States of America described in the Report or cash or other direct obligations of the United
States of America substituted therefor pursuant to Article IV of this Agreement.
Section 1.02, Other Definitions. The terms "Agreement", "Issuer", 'Escrow Agent",
"Refunded Bonds", "Refunding Bonds", "Report" and "Paying Agent", when they are used in this
Agreement, shall have the meanings assigned to them in the preamble to this Agreement.
Section 1.03. Interpretations. The titles and headings of the articles and sections of this
Agreement have been inserted for convenience and reference only and are not to be considered a part
hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the
terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein
and to achieve the intended purpose of providing for the refunding of the Refunded Bonds in
accordance with applicable law.
ARTICLE II
DEPOSIT OF FUNDS AND
ESCROWED SECURITIES
Concurrently with the sale and delivery of the Refunding Bonds the Issuer shall deposit, or
cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the funds and
Escrowed Securities described in the Report, and the Escrow Agent shall,upon the receipt thereof,
acknowledge such receipt to the Issuer in writing.
3
ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fund
and irrevocable escrow to be known as the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds Series 2015A Escrow Fund(the"Escrow Fund"). The
Escrow Agent hereby agrees that upon receipt thereof it will irrevocably deposit to the credit of the
Escrow Fund the funds and the Escrowed Securities described in the Report. Such deposit, all
proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the
property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and
conditions of this Agreement,and(c)are hereby irrevocably pledged to the payment of the principal
of and interest on the Refunded Bonds, which payment shall be made by timely transfers of such
amounts at such times as are provided for in Section 3.02 hereof. When the final transfers have been
made for the payment of such principal of and interest on the Refunded Bonds, any balance then
remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall
thereupon be discharged from any further duties hereunder.
Section 3.02. Payment of Principal and Interest. The Escrow Agent is hereby irrevocably
instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund,the
amounts required to pay the principal of the Refunded Bonds and interest thereon in the amounts and
on the date shown in the Report.
Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the successive receipts
of the principal of and interest on the Escrowed Securities will assure that the cash balances on
deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys for
transfer to the Paying Agent at the times and in the amounts required to pay the interest on the
Refunded Bonds as such interest comes due and the principal of the Refunded Bonds as the
Refunded Bonds mature,all as more fully set forth in the Report. If,for any reason,at any time,the
cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to
transfer the amounts required by each place of payment(paying agent) for the Refunded Bonds to
make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow
Fund,from any funds that are lawfully available therefor,additional funds in the amounts required to
make such payments. Notice of any such insufficiency shall be given as promptly as practicable as
hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any
insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto.
Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the
Escrowed Securities and all other assets of the Escrow Fund,wholly segregated from all other funds
and securities on deposit with the Escrow Agent;it shall never allow the Escrowed Securities or any
other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow
Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The
Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow
Agent as trust funds for the benefit of the owners of the Refunded Bonds; and a special account
4
thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the
Refunded Bonds shall be entitled to the same preferred claim and first lien upon the Escrowed
Securities,the proceeds thereof,and all other assets of the Escrow Fund to which they are entitled as
owners of the Refunded Bonds. The amounts received by the Escrow Agent under this Agreement
shall not be considered as a banking deposit by the Issuer,and the Escrow Agent shall have no right
to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this
Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to
warrants, drafts or checks drawn by the Issuer or, except to the extent expressly herein provided,by
the Paying Agent.
Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the
Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its
successor, be continuously secured by a pledge of direct obligations of, or obligations
unconditionally guaranteed by,the United States of America,having a market value at least equal to
such cash balances.
ARTICLE I'V
LIMITATION ON INVESTMENTS
Section 4.01. Duty of Escrow Agent to Investment Funds. Except as provided in Sections
3.02, 4.02, 4.03 and 4.04 hereof, the Escrow Agent shall not have any power or duty to invest or
reinvest any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell,
transfer or otherwise dispose of the Escrowed Securities.
Section 4.02. Reinvestment of Certain Cash Balances in Escrow by Escrow Agent. In
addition to the Escrowed Securities listed in the Report, the Escrow Agent shall reinvest cash
balances shown in the Report in United States Treasury Obligations - State and Local Government
Series with an interest rate equal to zero percent(0%)to the extent(i)such Treasury Obligations are
available from the Department of the Treasury and (ii) such reinvestments are called for in the
Report. All such reinvestments shall be made,if and to the extent so required,only from the portion
of cash balances derived from the maturing principal of and interest on Escrowed Securities that are
United States Treasury Certificates of Indebtedness,Notes or Bonds- State and Local Government
Series. All such reinvestments shall be acquired on and shall mature on the dates shown on the
Report.
Section 4.03. Substitutions and Reinvestments. At the direction of the Issuer, the Escrow
Agent shall reinvest cash balances representing receipts from the Escrowed Securities, make
substitutions of the Escrowed Securities or redeem the Escrowed Securities and reinvest the proceeds
thereof in other Escrowed Securities or hold such proceeds as cash,together with other moneys or
securities held in the Escrow Fund, provided that the Issuer delivers to the Escrow Agent the
following:
(1) an opinion by an independent certified public accountant that after such
substitution or reinvestment the principal amount of the securities in the Escrow Fund,
together with the interest thereon and other available moneys, will be sufficient to pay,
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without further investment or reinvestment, as the same become due in accordance with the
Report,the principal of,interest on and premium,if any,on the Refunded Bonds which have
not previously been paid, and
(2) an unqualified opinion of nationally recognized municipal bond counsel to the
effect that (a) such substitution or reinvestment will not cause the Refunded Bonds to be
"arbitrage bonds" within the meaning of section 103 of the Code or the regulations
thereunder in effect on the date of such substitution or reinvestment, or otherwise make the
interest on the Refunded Bonds subject to federal income taxation,and(b)such substitution
or reinvestment complies with the Constitution and laws of the State of Texas and with all
relevant documents relating to the issuance of the Refunded Bonds.
The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect
to investments made at the direction of the Issuer.
Section 4.04. Substitution for Escrowed Securities. Concurrently with the initial deposit by
the Issuer with the Escrow Agent,but not thereafter,the Issuer, at its option,may substitute cash or
non-interest bearing direct noncallable, non-prepayable obligations of the United States Treasury
(i.e., Treasury obligations which mature and are payable in a stated amount on the maturity date
thereof,and for which there are no payments other than the payment made on the maturity date)(the
"Substitute Obligations") for non-interest bearing Escrowed Securities, if any, but only if such
Substitute Obligations
(a) are in an amount, and/or mature in an amount, which is equal to or greater than the
amount payable on the maturity date of the obligation listed in the Report for which
such Substitute Obligation is substituted,
(b) mature on or before the maturity date of the obligation listed in the Report for which
such Substitute Obligation is substituted, and
(c) produce the amount necessary to pay the interest on and principal of the Refunded
Bonds,as set forth in the Report,as verified by a certified public accountant or a firm
of certified public accountants.
If, concurrently with the initial deposit by the Issuer with the Escrow Agent, any such Substitute
Obligations are so substituted for any Escrowed Securities, the Issuer may, at any time thereafter,
substitute for such Substitute Obligations the same Escrowed Securities for which such Substitute
Obligations originally were substituted.
Section 4.05. Arbitrage. The Issuer hereby covenants and agrees that it shall never request
the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow
Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any
securities or obligations if the exercise of such power or the acquisition of such securities or
obligations would cause any Refunding Bonds or Refunded Bonds to be an"arbitrage bond"within
the meaning of the Code.
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ARTICLE V
APPLICATION OF CASH BALANCES
No withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow
Fund, except as provided in Sections 3.01, 3.02, 4.02, 4.03 and 4.04 hereof.
ARTICLE VI
RECORDS AND REPORTS
Section 6.01. Records. The Escrow Agent will keep books of record and account in which
complete and correct entries shall be made of all transactions relating to the receipts,disbursements,
allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and
all proceeds thereof, and such books shall be available for inspection at reasonable hours and under
reasonable conditions by the Issuer and the owners of the Refunded Bonds.
Section 6.02. Reports. While this Agreement remains in effect,the Escrow Agent annually
shall prepare and send to the Issuer a written report summarizing all transactions relating to the
Escrow Fund during the preceding year,including,without limitation,credits to the Escrow Fund as
a result of interest payments on or maturities of the Escrowed Securities and transfers from the
Escrow Fund for payments on the Refunded Bonds or otherwise,together with a detailed statement
of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such
period.
ARTICLE VII
CONCERNING THE PAYING AGENTS AND ESCROW AGENT
Section 7.01. Representations. The Escrow Agent hereby represents that it is the duly acting
Paying Agent for the Refunded Bonds, it has all necessary power and authority to enter into this
Agreement and undertake the obligations and responsibilities imposed upon it herein, and it will
carry out all of its obligations hereunder.
Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer funds for
the payment of the principal of and interest on the Refunded Bonds shall be limited to the proceeds
of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund.
Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the
Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in
the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment
thereon, except for the obligation to notify the Issuer as promptly as practicable of any such
occurrence.
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The recitals herein and in the proceedings authorizing the Refunding Bonds shall be taken as
the statements of the Issuer and shall not be considered as made by, or imposing any obligation or
liability upon,the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the
Refunding Bonds or the Refunded Bonds and is not responsible for and is not bound by any of the
provisions thereof(except as a place of payment and paying agent and/or a Paying Agent/Registrar
therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the
terms and provisions of this Agreement.
The Escrow Agent makes no representations as to the value,conditions or sufficiency of the
Escrow Fund,or any part thereof,or as to the title of the Issuer thereto,or as to the security afforded
thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to
any of such matters.
It is the intention of the parties hereto that the Escrow Agent shall never be required to use or
advance its own funds or otherwise incur personal financial liability in the performance of any of its
duties or the exercise of any of its rights and powers hereunder.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in
good faith in any exercise of reasonable care and believed by it to be within the discretion or power
conferred upon it by this Agreement,nor shall the Escrow Agent be responsible for the consequences
of any error of judgment; and the Escrow Agent shall not be answerable except for its own action,
neglect or default,nor for any loss unless the same shall have been through its negligence or willful
misconduct.
Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the Issuer with respect to arrangements or contracts with
others,with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund,to dispose
of and deliver the same in accordance with this Agreement. If,however,the Escrow Agent is called
upon by the terms of this Agreement to determine the occurrence of any event or contingency,the
Escrow Agent shall be obligated,in making such determination,only to exercise reasonable care and
diligence, and in event of error in making such determination the Escrow Agent shall be liable only
for its own willful misconduct or its negligence. In determining the occurrence of any such event or
contingency the Escrow Agent may request from the Issuer or any other person such reasonable
additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact
relating to the occurrence of such event or contingency, and in this connection may make inquiries
of, and consult with, among others,the Issuer at any time.
Section 7.03. Compensation. (a)Concurrently with the sale and delivery of the Refunding
Bonds,the Issuer shall pay to the Escrow Agent,as a fee for performing the services hereunder and
for all expenses incurred or to be incurred by the Escrow Agent in the administration of this
Agreement, and for all future paying agency services as Paying Agent for the Refunded Bonds;the
sum of$ , the sufficiency of which is hereby acknowledged by the Escrow Agent. In the
8
event that the Escrow Agent is requested to perform any extraordinary services hereunder,the Issuer
hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to re-
imburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extra-
ordinary services,and the Escrow Agent hereby agrees to look only to the Issuer for the payment of
such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event
shall it ever assert any claim or lien against the Escrow Fund for any fees for its services,whether
regular or extraordinary,as Escrow Agent, or in any other capacity,or for reimbursement for any of
its expenses.
(b) Upon receipt of the aforesaid specific sums stated in subsection (a) of this Section
7.03 for Escrow Agent and paying agency fees, expenses, and services, the Escrow Agent shall
acknowledge such receipt to the Issuer in writing.
Section 7.04. Successor Escrow Agents. If at any time the Escrow Agent or its legal
successor or successors should become unable, through operation or law or otherwise, to act as
escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or
federal court or administrative body because of insolvency or bankruptcy or for any other reason,a
vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer,by
appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor
Escrow Agent shall have been appointed by the Issuer within 60 days,a successor may be appointed
by the owners of a majority in principal amount of the Refunded Bonds then outstanding by an
instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly
authorized attorneys-in-fact. If,in a proper case,no appointment of a successor Escrow Agent shall
be made pursuant to the foregoing provisions of this section within three months after a vacancy
shall have occurred, the owner of any Refunded Bond may apply to any court of competent
jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if
any, as it may deem proper, prescribe and appoint a successor Escrow Agent.
Any successor Escrow Agent shall be a corporation organized and doing business under the
laws of the United States or the State of Texas,authorized under such laws to exercise corporate trust
powers, authorized under Texas law to act as an escrow agent,having its principal office and place
of business in the State of Texas,having a combined capital and surplus of at least$50,000,000 and
subject to the supervision or examination by Federal or State authority.
Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the
Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall
execute and deliver an instrument transferring to such successor Escrow Agent,subject to the terms
of this Agreement,all the rights,powers and trusts of the Escrow Agent hereunder. Upon the request
of any such successor Escrow Agent,the Issuer shall execute any and all instruments in writing for
more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights,
powers and duties.
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The Escrow Agent at the time acting hereunder may at any time resign and be discharged
from the trust hereby created by giving not less than sixty(60)days'written notice to the Issuer and
publishing notice thereof,specifying the date when such resignation will take effect,in a newspaper
printed in the English language and with general circulation in New York, New York, such
publication to be made once at least three(3)weeks prior to the date when the resignation is to take
effect. No such resignation shall take effect unless a successor Escrow Agent shall have been
appointed by the owners of the Refunded Bonds or by the Issuer as herein provided and such
successor Escrow Agent shall be a paying agent for the Refunded Bonds and shall have accepted
such appointment, in which event such resignation shall take effect immediately upon the
appointment and acceptance of a successor Escrow Agent. If the sixty(60)day notice period expires
and no successor has been appointed,the Escrow Agent,at the expense of the Issuer,has the right to
petition a court of competent jurisdiction to appoint a successor under this Agreement.
Under any circumstances, the Escrow Agent shall pay over to its successor Escrow Agent
proportional parts of the Escrow Agent's fee and, if applicable, its Paying Agent's fee hereunder.
Section 7.05. Indemni . To the extent permitted by law,the Issuer agrees to indemnify and
save harmless the Escrow Agent from all losses,liabilities,costs and expenses,including reasonable
attorney's fees and expenses, which may be incurred by the Escrow Agent as a result of its
acceptance of the Escrow Fund or arising from the performance of its duties hereunder,unless such
losses, liabilities, costs and expenses have resulted from the bad faith or negligence of the Escrow
Agent,and such indemnification shall survive the resignation by or removal of the Escrow Agent,or
the termination of this Agreement.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Notice. Any notice,authorization,request,or demand required or permitted to
be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by
registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the
address shown on Exhibit"A" attached hereto. The United States Post Office registered or certified
mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of
delivery. Any party hereto may change the address to which notices are to be delivered by giving to
the other parties not less than ten (10) days prior notice thereof. ' Prior written notice of any
amendment to this Agreement contemplated pursuant to Section 8.08 and immediate written notice
of any incidence of a severance pursuant to Section 8.04 shall be sent to Moody's Investors Service,
Attn: Public Finance Rating Desk/Refunded Bonds,99 Church Street,New York,New York 10007;
Standard&Poor's Corporation,Attn: Municipal Bond Department,25 Broadway,New York,New
York 10004; and Fitch Ratings, Attn: Municipal Structured Finance, One State Street Plaza,New
York,New York 10004.
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Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as
described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or
responsibilities hereunder to the Issuer,the owners of the Refunded Bonds or to any other person or
persons in connection with this Agreement.
Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer and the
Escrow Agent and their respective successors and legal representatives,and shall inure solely to the
benefit of the owners of the Refunded Bonds, the Issuer, the Escrow Agent and their respective
successors and legal representatives.
Section 8.04. Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement,but
this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never
been contained herein.
Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the
provisions hereof and by the applicable laws of the State of Texas.
Section 8.06. Time of the Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Escrow Agent by this Agreement.
Section 8.07. Effective Date of Agreement. This Agreement shall be effective upon receipt
by the Escrow Agent of the funds described in the Report and the Escrowed Securities,together with
the specific sums stated in subsection(a)of Section 7.03 for Escrow Agent and paying agency fees,
expenses, and services.
Section 8.08. Amendments. This Agreement shall not be amended except to cure any
ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless
the same shall be in writing and signed by the parties thereto. No such amendment shall adversely
affect the rights of the holders of the Refunded Bonds,
Section 8.09. Counterparts. This Agreement may be executed in any number of
counterparts,each of which shall be regarded as an original and all of which shall constitute one and
the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by
telecopy or other electronic imaging means shall be effective as delivery of a manually executed
counterpart of this Agreement.
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EXECUTED as of the date first written above.
CITY OF FORT WORTH, TEXAS
By
City Manager
ATTEST:
(SEAL)
City Secretary
APPROVED AS TO FORM:
City Attorney
BOKF,NA, dba BANK OF TEXAS
By
Title:
Signature Page—General Purpose Refunding and Improvement Bonds Escrow Agreement
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INDEX TO EXHIBITS
Exhibit "A" Addresses of the Issuer and the Escrow Agent
Exhibit "B" Verification Report of Grant Thornton LLP
EXHIBIT "A"
ADDRESSES OF THE ISSUER
AND ESCROW AGENT
ISSUER
City of Fort Worth, Texas
1000 Throckmorton
Third Floor
Fort Worth, Texas 76102
Attention: City Manager
ESCROW AGENT
BOKF,NA, dba Bank of Texas
111 Congress Avenue
Suite 301
Austin, Texas 78701
Attention: Corporate Services
EXHIBIT "B"
VERIFICATION REPORT OF
GRANT THORNTON LLP