HomeMy WebLinkAboutOrdinance 21953-10-2015 ORDINANCE NO. 21953-10-2015
TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 2015B,
IN THE AGGREGATE PRINCIPAL AMOUNT OF $13,000,000;
APPROVING THE SALE OF THE BONDS TO THE TEXAS WATER DEVELOPMENT
BOARD; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING
THAT THIS ORDINANCE SHALL BE IN FORCE AND EFFECT FROM AND AFTER THE
DATE OF ITS PASSAGE
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER, JOHNSON AND WISE
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-
six 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
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Supplement", "Nineteenth Supplement", "Twentieth Supplement", "Twenty-First Supplement",
"Twenty-Second Supplement", "Twenty-Third Supplement", "Twenty-Fourth Supplement",
"Twenty-Fifth Supplement" and "Twenty-Sixth 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, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2015 and
the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement
Bonds, Series 2015A 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, Series
2005 Bonds, and Series 2005A Bonds no longer are outstanding, and the aforesaid 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
Series 2015 Bonds and Series 2015A 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
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WHEREAS, the Previously Issued Parity Bonds are secured by a first lien on and pledge
of the Pledged Revenues of the System; and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
Chapter 1502, Texas Government Code, and other applicable laws, for the purpose of extending
and improving the City's combined water and sewer system, as further described in this Twenty-
Seventh Supplement; and
WHEREAS, the Texas Water Development Board ("TWDB" or the "Board"), has
committed to purchase the bonds hereinafter authorized pursuant to Subchapters G and H of
Chapter 15, Texas Water Code.
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-Seventh Supplement, the terms used in this Twenty-Seventh
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-Seventh
Supplement. Any references in this Twenty-Seventh Supplement to the "FORM OF BOND"
shall be to the form of the Bonds as set forth in Exhibit B to this Twenty-Seventh 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 the aggregate
principal amount of $13,000,000 for the purpose of (i) extending and improving the City's
combined water and sewer system, (ii) funding a reserve fund for the Bonds, and (iii) paying the
costs of issuance of the Bonds. The Bonds shall be designated as the "City of Fort Worth,
Texas Water and Sewer System Revenue Bonds, Series 2015B". The extensions and
improvements to the System are solely for projects that are part of the State Water Plan.
Section 3. DATES AND MATURITIES; INTEREST RATES. That the Bonds shall be
dated November 1, 2015, shall be in any Authorized Denomination, shall be numbered
consecutively from R-I upward (other than the Initial Bond, as defined in Section 5(e)(2)below),
shall bear interest from their date of delivery in the manner described in the FORM OF BOND at
the rates per annum, payable on February 15, 2016, and on each August 15 and February 15
thereafter until maturity or prior redemption, and shall mature on February 15 in each of the
years and in the amounts, respectively, as set forth in the following schedule:
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YEARS PRINCIPAL AMOUNTS ($) INTEREST RATES (%)
2016 695,000 0.190
2017 810,000 0.380
2018 815,000 0.560
2019 825,000 0.720
2020 830,000 0.870
2021 840,000 1.010
2022 850,000 1.160
2023 865,000 1.300
2024 875,000 1.390
2025 890,000 1.470
2026 905,000 1.640
2027 920,000 1.810
2028 940,000 1.960
2029 960,000 2.100
2030 980,000 2.200
Interest on the Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-
day months. The principal of and interest on the Bonds shall be payable to the registered owner
of any such Bond in the manner provided and on the dates stated in the FORM OF BOND.
Section 4. REDEMPTION. (a) Optional Redemption. That the City reserves the right to
redeem the Bonds maturing on and after February 15, 2027, in whole or in part in principal
amounts of$5,000 or any integral multiple thereof, and if in part, in inverse order of maturity, on
February 15, 2026, or on any date thereafter, at the redemption price of par. If less than all of the
Bonds are to be redeemed by the City, the City shall determine the maturity or maturities and the
amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot Bonds,
or portions thereof, within such maturity or maturities and in such principal amounts, for
redemption.
(b) General Notice. Notice of any redemption of Bonds shall be given in the following
manner, to-wit, (i) a written notice of such redemption shall be given to the registered owner of
each Bond or a portion thereof being called for redemption not more than sixty(60) days nor less
than thirty (30) days prior to the date fixed for such redemption by depositing such notice 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 and (ii) at least thirty
(30) days prior to the date fixed for such redemption, a notice of such redemption shall either be
published one time or posted electronically on the website of a financial journal or publication of
general circulation in the United States of America or the State of Texas which carries as a
regular feature notices of redemption of municipal bonds; provided, however, that the failure to
send, mail, or receive such notice described in clause (i) above, or any defect therein or in the
sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the
redemption of any Bond, as publication or posting of notice as described in clause (ii) above
shall be the only notice actually required in connection with or as a prerequisite to the
redemption of any Bonds. By the date fixed for any such redemption due provision shall be
made by the City with the Paying Agent/Registrar for the payment of the required redemption
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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-Seventh 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.
(c) 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
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-Seventh 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
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designated corporate trust office of BOKF, NA (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 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; 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 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-
Seventh Supplement, approved by the Attorney General, and registered by the Comptroller of
Public Accounts. As of the date this Twenty-Seventh Supplement is approved by the City, the
Designated Trust Office is the Austin, Texas corporate trust office of BOKF,NA.
(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-Seventh 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.
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(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 Bond initially issued and delivered pursuant to this Twenty-Seventh
Supplement is 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-Seventh Supplement the Paying Agent/Registrar shall execute the
Authentication Certificate.
(d) Substitute Pang 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-
Seventh 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-
Seventh Supplement. Upon any change in the Paying Agent/Registrar, the previous Paying
Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof),
along with all other pertinent books and records relating to the Bonds, to the new Paying
Agent/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-Seventh Supplement, and a certified copy of this
Twenty-Seventh Supplement shall be delivered to each Paying Agent/Registrar.
(e) Delivery Procedures. (1) The Paying Agent/Registrar for the Bonds shall act as the
closing agent for the delivery of the Bonds to the TWDB, and in connection therewith, the
Paying Agent/Registrar understands the Bonds are to be delivered to the TWDB using the book-
entry only system provided by DTC.
(2) The City agrees to cause to be delivered to the Paying Agent/Registrar one (1) initial
Bond numbered T-1 (the "Initial Bond") and registered to the TWDB following the approval by
the Attorney General of the State of Texas and the registration by the Comptroller of Public
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Accounts. Proceeds from the Bonds will be held in escrow and disbursed to the City in
accordance with procedures approved by the TWDB.
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-Seventh 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-Seventh 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-Seventh 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) 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.
(b) Chapter 1208 applies to the issuance of the Bonds and the pledge of the Pledged
Revenues granted by the City under subsection (a) of this Section, and such pledge is therefore
valid, effective, and perfected. If Texas law is amended at any time while the Bonds are
outstanding and unpaid such that the pledge of the Pledged Revenues granted by the City is to be
subject to the filing requirements of Chapter 9, then in order to preserve to the registered owners
of the Bonds the perfection of the security interest in said pledge, the City agrees to take such
measures as it determines are reasonable and necessary under Texas law to comply with the
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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 the Reserve Fund shall be funded with proceeds of
the Bonds, in the amount described in the letter of instructions executed in accordance with the
provisions of Section 23(c) of this Twenty-Seventh Supplement.
Section 11. INVESTMENTS. That money in the Reserve Fund created under this
Twenty-Seventh 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
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. On the date of delivery of the Bonds to the purchasers
thereof, the City shall deposit to the credit of the Reserve Fund the amount described in
the letter of instructions executed in accordance with the provisions of Section 23(c) of
this Twenty-Seventh Supplement. Thereafter, when and so long as the Reserve Fund
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Obligations in the Reserve Fund are not less than the Required Reserve Amount, no
deposits need be made to the credit of the Reserve Fund. When and if the Reserve Fund
at any time contains less than the Required Reserve Amount due to any other cause or
condition then, subject and subordinate to making the required deposits to the credit of
the Debt Service Fund, commencing with the month during which such deficiency
occurs, such deficiency shall be made up from the next available Pledged Revenues or
from any other sources available for such purpose, in monthly installments of not less
than 1/12 of the Required Reserve Amount, in the manner provided in the Master
Ordinance.
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 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-Seventh 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
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taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or
rulings are hereafter promulgated which impose additional requirements which are applicable to
the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary,
in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal
income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the
foregoing, the Mayor, the City Manager, 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. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT; DISPOSITION OF PROJECT; WRITTEN PROCEDURES. (a) That the City
covenants to account for on its books and records the expenditure of proceeds from the sale of
the Bonds and any investment earnings thereon to be used for the improvement and extension of
the System (referred to in this Section as a 'Project") by allocating proceeds to expenditures
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.
(b) The City covenants that the property constituting a Project will not be sold or
otherwise disposed in a transaction resulting in the receipt by the City of cash or other
compensation, unless the City obtains an opinion of 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) 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. The written procedures are attached to this Twenty-Seventh Supplement as
Exhibit D.
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Section 16. AMENDMENT OF TWENTY-SEVENTH SUPPLEMENT. (a) That the
owners of a majority in Outstanding Principal Amount of the Bonds shall have the right from
time to time to approve any amendment to this Twenty-Seventh 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-
Seventh Supplement or in the Bonds so as to:
(1) Make any change in the maturity of any of the Outstanding Bonds;
(2) Reduce the rate of interest borne by any of the Outstanding Bonds;
(3) Reduce the amount of the principal payable on the Outstanding Bonds;
(4) Modify the terms of payment of principal of, premium, if any, or interest on the
Outstanding Bonds or impose any conditions with respect to such payment;
(5) Affect the rights of the owners of less than all of the Bonds then Outstanding;
(6) Amend this clause (a) of this Section; or
(7) Change the minimum percentage of the principal amount of Bonds necessary for
consent to any amendment;
unless such amendment or amendments shall be approved by the owners of all of the Bonds then
Outstanding.
(b) That if at any time the City shall desire to amend the Twenty-Seventh 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) That whenever at any time not less than thirty (30) days, and within one year, from
the date of the first publication of said notice or other service of 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) That upon the passage of any such amendment pursuant to the provisions of this
Section, this Twenty-Seventh Supplement shall be deemed to be amended in accordance with
such amendment, and the respective rights, duties and obligations under this Twenty-Seventh
Supplement of the City and all the owners of then Outstanding Bonds shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such amendment.
(e) That any consent given by the owners of a Bond pursuant to the provisions of this
Section shall be irrevocable for a period of six (6) months from the date of the first publication of
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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) The foregoing provisions of this Section notwithstanding, the City by action of the
City Council may amend this Twenty-Seventh 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-Seventh
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-Seventh
Supplement, or in regard to clarifying matters or questions arising under this Twenty-
Seventh Supplement, as are necessary or desirable and not contrary to or inconsistent
with this Twenty-Seventh 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-Seventh 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-Seventh 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-Seventh 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-Seventh Supplement;
(7) To make such changes, modifications or amendments as may be necessary or
desirable in order to obtain or maintain the granting of a rating on the Bonds by a Rating
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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) Ownership of the Bonds shall be established by the Registration Books
maintained by the Paying Agent/Registrar, in its capacity as registrar and transfer agent for the
Bonds.
Section 17. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) That in the event any Outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the
Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the
same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or
destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds
shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a
Bond, the applicant for a replacement bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or
destruction of a Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be.
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) 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.
(d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall
charge the owner of such Bond with all legal, printing, and other expenses in connection
therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of
the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the
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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-Seventh Supplement equally and
proportionately with any and all other Bonds duly issued under this Twenty-Seventh
Supplement.
(e) In accordance with Chapter 1206, this Section of this Twenty-Seventh 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-Seventh 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 unaudited financial statements within such period and shall provide audited financial
statements for the applicable Fiscal Year to the MSRB, when and if the audit report on such
statements becomes available.
(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:
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;
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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 definitive
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-Seventh Supplement or applicable law that causes Bonds no longer to be
outstanding.
(ii) The provisions of this Section are for the sole benefit of the Holders and beneficial
owners 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
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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-Seventh Supplement for purposes of any
other provision of this Twenty-Seventh 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-Seventh 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.
Section 19. TWENTY-SEVENTH 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-
Seventh 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-Seventh
Supplement by the City and the covenants and agreements set forth in this Twenty-Seventh
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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-Seventh 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-
Seventh 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-
SEVENTH 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-
Seventh 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-Seventh
Supplement or any covenant, condition, stipulation, promise, agreement, or provision herein
contained. This Twenty-Seventh Supplement and all of the covenants, conditions, stipulations,
promises, agreements, and provisions hereof are intended to be and shall be for and inure to the
sole and exclusive benefit of the City, the Holders, and the Paying Agent/Registrar as herein and
therein provided.
Section 23. SALE OF BONDS; USE OF PROCEEDS. (a) Sale to TWDB. That the
Bonds are hereby sold to TWDB for the price of par. The Bonds have been purchased by the
TWDB pursuant to its Resolution No. 15-091, adopted on July 23, 2015 ("TWDB Resolution
No. 15-091"). The Initial Bond shall be registered in the name of the Texas Water Development
Board. The Private Placement Memorandum prepared in connection with the sale of the Bonds
to the TWDB in substantially the form attached to this Twenty-Seventh Supplement is approved.
The City has determined, based upon the advice provided by its financial advisors, that
acceptance of the purchase price for the Bonds is on terms advantageous to, and in the best
interests of,the City.
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(b) Notice from TWDB of Sale of Bonds. It is the intent of the parties to the sale of the
Bonds that if TWDB ever determines to sell all or a part of the Bonds, it shall notify the City at
least 60 days prior to the sale of the Bonds of the decision to so sell the Bonds.
(c) Proceeds. The proceeds from the sale of the Bonds shall be used in the manner
described in the letter of instructions executed by the City, or on behalf of the City by its
financial advisor.
(d) Payment by Wire Transfer. Payment of amounts due and owing on the Bonds to the
TWDB shall be made by wire transfer, at no expense to the TWDB, as provided in the FORM
OF BOND.
(e) Escrow Fund. By agreeing to the purchase the Bonds, the TWDB agrees that the
bond proceeds shall be deposited into the escrow fund established in the Escrow Agreement
between the City and BOKF, NA, and that the procedures set forth in Section 5(e) of this
Twenty-Seventh Supplement satisfy TWDB Resolution 15-091.
(f) Investment of Bond Proceeds. Proceeds from the sale of the Bonds shall be held at a
designated state depository or other properly chartered and authorized institution in accordance
with Chapter 2256, Texas Government Code, and Chapter 2257, Texas Government Code.
Section 24. PROJECT FUND. (a) Project Fund Created. That there is hereby created,
established and maintained on the books of the City, a separate fund to be entitled the "City of
Fort Worth, Texas Water and Sewer System Series 2015B Revenue Bonds Project Fund"
(hereinafter called the "Project Fund"). Monies in the Project Fund shall be maintained at an
official depository bank of the City.
(b) Use of Funds. Except as otherwise may be provided in Section 12 hereof, the
proceeds of the Bonds shall be deposited into the Project Fund and used by the City for payment
of the costs of extending and improving the System, and the payment of costs associated
therewith, including any costs for engineering, financing, financial consultation, administrative,
auditing and legal expenses. Amounts in the Project Fund shall be timely and expeditiously used
to pay such costs, in compliance with applicable federal and State law.
(c) Surplus Proceeds. Any surplus proceeds, including the investment earnings derived
from the investment of monies on deposit in the Project Fund, from the Bonds remaining on
deposit in the Project Fund after completing the improvements and extensions to the System and
upon the completion of the final accounting as described in Section 25(c) hereof, shall be
transferred to the Debt Service Fund to redeem, in inverse order of maturity, the Bonds owned by
TWDB, unless the Executive Administrator of TWDB approves the use of such surplus proceeds
to pay eligible costs of improving or extending the System by funding projects that are a part of
the State Water Plan.
Section 25. ADDITIONAL COVENANTS. That in connection with the sale of the
Bonds to the TWDB, the City covenants as follows:
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(a) Compliance with the Texas Water Development Board's Rules and Regulations. The
City covenants to comply with the rules and regulations of the TWDB, and to maintain insurance
on the System in such amount as may be required by TWDB, as further addressed in subsection
(h) of this Section.
(b) Audits. For so long as the State of Texas owns any of the Bonds, the City shall mail
a copy of the audit required by the Master Ordinance to the TWDB. In addition, monthly
operating statements for the System shall be maintained by the City and made available, on
request, to the TWDB as long as the State of Texas owns any of the Bonds, and the monthly
operating statement shall be in such detail as requested by the Development Fund Manager of the
TWDB until this requirement is waived thereby.
(c) Final Accounting. The City shall render a final accounting to the TWDB in reference
to the total cost incurred by the City for improvements and extensions to the System which were
financed by the issuance of the Bonds, together with a copy of "as built" plans of such
improvements and extensions upon completion.
(d) Defeasance. That should the City exercise its right under the Master Ordinance to
effect the defeasance of the Bonds, the City agrees that it will provide the TWDB with written
notice of any such defeasance.
(e) Segregation of Funds. The City covenants that proceeds of the Bonds shall remain
separate and distinct from other sources of funding from the date of the TWDB commitment
through costing and final disbursement.
(f) Environmental Indemnity. Proceeds from the Bonds shall not be used by the City
when sampling, testing, removing, or disposing of contaminated soils and/or media at the project
site. To the extent permitted by law, the City agrees to indemnify, hold harmless, and protect the
TWDB from any and all claims, causes of action, or damages to the person or property of third
parties arising from the sampling, analysis, transport, storage, treatment, and disposition of any
contaminated sewage sludge, contaminated sediments, and/or contaminated media that may be
generated by the City, its contractors, consultants, agents, officials, and employees as a result of
activities relating to the project funded with proceeds of the Bonds.
(g) Environmental Determination. In connection with the project financed with the
Bonds, the City agrees to implement any environmental determination issued by the Executive
Administrator of TWDB to satisfy the environmental review requirements set forth in 31 Texas
Administrative Code 371.
(h) Insurance. The City agrees that it will maintain insurance on the System in an
amount sufficient to protect TWDB's interest in the project financed with the proceeds of the
Bonds. The City may self-insure in respect to satisfying this covenant.
(i) Water Conservation Program. The City has implemented or will implement an
approved water conservation program in compliance with 31 Texas Administrative Code
371.71(a)(2)(F).
21
0) No Purchase of TWDB Bonds. The City agrees that it, nor any related party to the
City, will not purchase, as an investment or otherwise, bonds issued by TWDB including,
without limitation, bonds issued by TWDB, the proceeds of which were used by TWDB to
purchase the Bonds.
(k) Compliance with Federal Contracting Law. The City acknowledges that it has a legal
obligation to comply with any applicable requirements of federal law relating to contracting with
disadvantaged business enterprises, and the City shall report to the TWDB the amount of Bond
proceeds, if any, that were used to compensate historically underutilized businesses that worked
on the project, in accordance with 31 TAC § 363.1312.
(1) Compliance with State Contracting Law. The City acknowledges that it has a legal
obligation to comply with any applicable requirements of State law relating to contracting with
historically underutilized businesses.
Section 26. 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-Seventh 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.
Section 27. 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 28. 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
authorized by this Twenty-Seventh Supplement shall be delivered to and registered in the name
of CEDE & CO., the nominee of DTC. It is expected that DTC will hold the Bonds on behalf of
22
the TWDB. 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 does it in any way covenant that the initial book-entry
system established with DTC will be maintained in the future. Notwithstanding the initial
establishment of the foregoing book-entry system with DTC, if for any reason any of the
originally delivered Bonds is duly filed with the Paying Agent/Registrar with proper request for
transfer and substitution, as provided for in this Twenty-Seventh Supplement, substitute Bonds
will be duly delivered as provided in this Twenty-Seventh 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 29. DEFAULT AND REMEDIES. (a) Events of Default. That each of the
following occurrences or events for the purpose of this Twenty-Seventh Supplement is hereby
declared to be an Event of Default:
(i) the failure to make payment of the principal of any of the Bonds 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-Seventh 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.
23
(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-Seventh Supplement, by mandamus
or other suit, action or special proceeding in equity or at law, in any court of competent
jurisdiction, for any relief permitted by law, including the specific performance of any
covenant or agreement contained herein, or thereby to enjoin any act or thing that may be
unlawful or in violation of any right of the registered owners hereunder or any
combination of such remedies.
(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) For so long as TWDB owns any of the Bonds, it may exercise all remedies
available to it in law or equity, and 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-Seventh Supplement, the right to
accelerate the debt evidenced by the Bonds shall not be available as a remedy under this
Twenty-Seventh 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-Seventh
Supplement, such registered owner agrees that the certifications required to effectuate
any covenants or representations contained in this Twenty-Seventh 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-Seventh Supplement, or because of any Event of Default or
alleged Event of Default under this Twenty-Seventh Supplement.
Section 30. PREAMBLE. That the preamble to this Twenty-Seventh Supplement is
hereby incorporated by reference, and is to be considered a part of the operative text of this
Twenty-Seventh Supplement.
24
Section 31. RULES OF CONSTRUCTION. That for all purposes of this Twenty-
Seventh Supplement, unless the context requires otherwise, all references to designated Sections
and other subdivisions are to the Sections and other subdivisions of this Twenty-Seventh
Supplement. The words "herein", "hereof' and "hereunder" and other words of similar import
refer to this Twenty-Seventh Supplement as a whole and not to any particular Section or other
subdivision. Except where the context otherwise requires, terms defined in this Twenty-Seventh
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-Seventh 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.
Section 32. IMMEDIATE EFFECT. That this Twenty-Seventh Supplement shall be
effective immediately from and after its passage in accordance with the provisions of Section
1201.028, Texas Government Code, and it is accordingly so ordained.
SIGNED AND SEALED THIS 27th DAY OF OCxER, 2015.
Mayor,
City of Ford- h °°"I°exas
x
4
ity Secr
E
S
APPROVED AS TO FORM AND LEGALITY:
a
City Attorney
Signature Page—Ordinance Authorizing Water and Server System Revenue Bonds,Series 2015B
25
EXHIBIT A
That, as used in this Twenty-Seventh 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-Seventh Supplement.
"Authorized Denomination" means Bonds in a denomination of $5,000 or any integral
multiple thereof within a maturity.
"Bonds" means the Series 2015B 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 1208" means Chapter 1208, Texas Government Code.
"Designated Trust Office" means the city so designated in Section 5(a) of the Twenty-
Seventh Supplement.
"DTC" shall have the meaning given said term in Section 28 of the Twenty-Seventh
Supplement.
"Eighteenth Supplement" means the ordinance authorizing the issuance of the Series
2010 Bonds.
"Fifteenth Supplement" means the ordinance authorizing the issuance of the Series 2007
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.
"No Litigation Certificate" means a certificate executed by a Designated Financial
Officer certifying that no litigation has been filed or, to the best knowledge of the Designated
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Financial Officer, threatened, pertaining to, affecting or contesting the issuance, delivery,
payment, security or validity of any proposed delivery of the Bonds.
"Paying Agent/Registrar" means the financial institution specified in Section 5(a) of the
Twenty-Seventh Supplement.
"Previously Issued Parity Bonds" means 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,the Series 2015 Bonds and the Series 2015A Bonds.
"Registration Books" shall have the meaning given said term in Section 5(a) of the
Twenty-Seventh Supplement.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"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.
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"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.
"Series 2015A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2015A, authorized by the Twenty-Sixth
Supplement.
"Series 2015B Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Bonds, Series 2015B, authorized by the Twenty-Seventh 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.
"State" means the State of Texas.
"State Water Plan" means the State's comprehensive water plan prepared, developed,
formulated and approved by the Texas Water Development Board pursuant to Subchapter C of
Chapter 16, Texas Water Code.
"Term Bonds" means those Bonds, if any, identified in the Twenty-Seventh 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.
"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.
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"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 Series
2015A Bonds.
"Twenty-Seventh Supplement" means the ordinance authorizing the issuance of the
Bonds.
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EXHIBIT B
FORM OF BOND:
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER, JOHNSON AND WISE
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM
REVENUE BOND, SERIES 2015B
MATURITY DATE INTEREST RATE DATE OF DELIVERY CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT, DENTON, PARKER, JOHNSON AND WISE COUNTIES, TEXAS (the "Issuer"),
hereby promises to pay to , or to the registered assignee hereof
(either being hereinafter called the "registered owner")the principal amount of
and to pay interest thereon from the date of delivery 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 February 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, 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
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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 Designated Trust Office of the Paying
Agent/Registrar. The foregoing notwithstanding, so long as the Texas Water Development Board
("TWDB") is the registered owner of 100% in aggregate principal amount of the Bonds then
outstanding, payment of principal of the Bonds shall be made thereto by wire transfer, at no
expense to the TWDB. 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 execu-
tive order to close, then the date for such payment shall be the next succeeding day which is not
such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due. Notwithstanding the foregoing, during any period in which ownership of
the Bonds is determined only by a book entry at a securities depository for the Bonds, any
payment to the securities depository, or its nominee or registered assigns, shall be made in
accordance with existing arrangements between the Board and the securities depository.
THIS BOND is one of a series of bonds of like tenor and effect except as to number,
principal amount, interest rate, maturity, and right of prior redemption, dated as of November 1,
2015, aggregating $13,000,000 (herein sometimes called the "Bonds"), issued for the purpose of
(i) extending and improving the City's combined water and sewer system through the financing
of projects that are part of the State of Texas' comprehensive water plan approved pursuant to
Subchapter C of Chapter 16, Texas Water Code, (ii) funding a reserve fund for the Bonds, 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 within a maturity (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 15, 2027 may be
redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, and
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if in part, in inverse order of maturity, on February 15, 2026, 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 are to be redeemed, the particular Bonds of such
maturity and bearing such interest rate shall be selected in accordance with the arrangements
between the Board and the securities depository.
NOTICE OF any such redemption of Bonds shall be given in the following manner, to-
wit, (i) a written notice of such redemption shall be given to the registered owner of each Bond
or a portion thereof being called for redemption not more than 60 days nor less than 30 days
prior to the date fixed for such redemption by depositing such notice in the United States mail,
first-class postage prepaid, addressed to each such registered owner at his address shown on the
Registration Books of the Paying Agent/Registrar and (ii) at least 30 days prior to the date fixed
for such redemption, a notice of such redemption shall either be published one time or posted
electronically on the website of a financial journal or publication of general circulation in the
United States of America or the State of Texas which carries as a regular feature notices of
redemption of municipal bonds; provided, however, that the failure to send, mail, or receive such
notice described in clause (i) above, or any defect therein or in the sending or mailing thereof,
shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond,
as publication or posting of notice as described in clause (ii) above shall be the only notice
actually required in connection with or as a prerequisite to the redemption of any Bonds. By the
date fixed for any such redemption due provision shall be made by the 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).
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
B-3
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.
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.
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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.
IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed
manual or facsimile signature of the Mayor of the Issuer, attested by the imprinted or litho-
graphed 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
(SEAL)
By
Mayor, City of Fort Worth, Texas
ATTEST:
City Secretary, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney, City of Fort Worth, Texas
B-5
FORM OF 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,
Paying Agent/Registrar
By
Authorized Signatory
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE:
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the
State of Texas
(SEAL)
B-6
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please 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 NOTICE: The signature(s) above must
by 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
company. Bond in every particular, without alteration
or enlargement or any change whatsoever.
The Initial Bond shall be in the form set forth above, except that the form of the single fully
re.gistered Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the headings "Interest Rate" and
"Maturity Date" shall be omitted; and
(ii) Paragraph one shall read as follows:
Registered Owner: Texas Water Development Board
Principal Amount: Thirteen Million and No/100 Dollars
THE CITY OF FORT WORTH, IN TARRANT, DENTON, PARKER, JOHNSON AND
WISE COUNTIES, TEXAS (the "Issuer") promises to pay to the Registered Owner named
above, or the registered assigns thereof, the Principal Amount hereinabove stated on February 15
in each of the years and in principal installments in accordance with the following schedule:
B-7
(Information to be inserted from schedule in Section 3 hereof)
and to pay interest thereon from the date of delivery 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.
Exhibit C
to Twenty-Seventh
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Twenty-Seventh
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 relating to the sale of the Series
2015A Bonds; and
"Excerpts from the Annual Financial Report", as set forth in Appendix B to the
Official Statement.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in paragraph 1 above.
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
D-1
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;
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 applicable 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.
D-2
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.
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-3
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-4
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER, JOHNSON AND WISE
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 of the regular,
open, public meeting of the City Council of the City of Fort Worth, Texas held on October 27,
2015, and of the ordinance authorizing the issuance of Water and Sewer System Revenue Bonds,
Series 2015B, which was duly passed at said meeting, and that said copy is a true and correct
copy of said excerpt and the whole of said ordinance. Said meeting was open to the public, and
public notice of the time, place, and purpose of said meeting was given, all as required by
Chapter 551, Texas Government Code, as amended.
In testimony whereof, I have set in hand and have hereunto affixed the seal of said City
of Fort Worth,this ' � day of "' 015.
City Secrete °'o the I,,,
acsb� ��a
City Of Fort Worth, Texas
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PRIVATE PLACEMENT MEMORANDUM DATED OCTOBER 27,2015
NEW ISSUE BOOK-ENTRY-ONLY
On the date of initial delivery of the Bonds (defined below), Bond Counsel (defined on page 2) ti dll render its opinion
substantially in the form attached in APPENDIX C-FORM OF OPINION OF BOND COUNSEL.
$13,000,000
CITY OF FORT WORTH,TEXAS
WATER AND SEWER SYSTEM REVENUE BONDS,SERIES 2015B(the"Bonds")
Dated: November 1,2015 Due: February 15
Interest Date: Interest on the Bonds will be payable on February 15, 2016, and on each August 15
and February 15 each year thereafter until maturity or prior redemption (each an
"Interest Payment Date"). The Bonds will bear interest at the rates per annum set
forth in"APPENDIX A-MATURITY SCHEDULE."
Record Date: The close of business on the last business day of the calendar month immediately
preceding the applicable Interest Payment Date.
Date Interest Accrues: Each Bond shall bear interest from the Delivery Date thereof or the most recent
Interest Payment Date to which interest has been paid or provided for at the rate set
forth for such maturity.
Redemption: The Bonds are subject to redemption prior to maturity as provided herein. See "THE
BONDS-Redemption Provisions"herein.
Authorized The Bonds are being issued as fully registered obligations in denominations of
Denominations: $5,000,or any integral multiple thereof within a maturity.
Paying The paying agent("Paying Agent/Registrar/Registrar")for the Bonds is BOKF,NA.
Agent/Registrar/Registrar:
Book-Entry-Only System Upon initial issuance,the ownership of the Bonds will be registered in the registration
books of the City of Fort Worth, Texas (the "Issuer") kept by the Paying
Agent/Registrar, in the name of Cede & Co., as nominee of The Depository Trust
Company, New York, New York ("DTC") to which principal, redemption premium,
if any, and interest payments on the Bonds will be made. The purchasers of the
Bonds will not receive physical delivery of bond certificates. Principal of, interest,
and premium if any, on the Bonds will be payable at the designated office of the
Paying Agent/Registrar in Austin,Texas as the same become due and payable.
Issuer: City of Fort Worth,Texas
Official Action: Twenty-Seventh Supplemental Ordinance, adopted October 27, 2015. See
"APPENDIX B".
Purpose: The Bonds are being issued for the purpose of(i) extending and improving the City's
combined water and sewer system, to-wit, the implementation of an advanced
metering infrastructure system, (ii) funding a debt service reserve fund, and (iii)
paying the costs of issuance of the Bonds.
Security for the Bonds: See "SECTION 8. PLEDGE" OF "APPENDIX B — FORM OF OFFICIAL
ACTION."
Ratings: See "OTHER INFORMATION-Ratings"
Delivery Date: December 8,2015.
See"APPENDIX A-MATURITY SCHEDULE"for Principal Amounts,
Maturities,Interest Rates,Prices or Yields,and CUSIP Numbers
CITY OF FORT WORTH,TEXAS
ELECTED OFFICIALS
Term
City Council Expires Occupation
Betsy Price May 2017 Mayor
Mayor,Place 1
Salvador Espino May 2017 Attorney
Councilmember,Place 2
W.B.'Zim'Zimmerman May 2017 Aircraft Industry Consultant
Councilmember,Place 3
Cary Moon May 2017 Developer
Councilmember,Place 4
Gyna Bivens May 2017 President and Executive Director of North Texas LEAD
Councilmember,Place 5
Jungus Jordan May 2017 Retired Air Force/Economist/Cook Children's
Councilmember,Place 6
Dennis Shingleton May 2017 Sr.Associate Dean of Finance and Administration at UNTHSC
Councilmember,Place 7
Kelly Allen Gray May 2017 Councilmember
Councilmember,Place 8
Ann Zadeh May 2017 Councilmember
Councilmember,Place 9
SELECTED ADMINISTRATIVE STAFF
Length of Length of
Service in Service
Name Position Present Position With City
David Cooke City Manager I Year I Year
Susan Alanis Assistant City Manager 4 Years 15 Years
Jay Chapa Assistant City Manager 3 Months 19 Years
Fernando Costa Assistant City Manager 6 Years 15 Years
Valerie Washington Assistant City Manager I Month I Month
Aaron J.Bovos Chief Financial Officer 1 Year 1 Year
Sarah Fullenwider City Attorney 4 Years 17 Years
Mary J.Kayser City Secretary 3 Years 3 Years
John Carman Director of Water Department 6 Months 6 Months
CONSULTANTS AND ADVISORS
BondCounsel..........................................................................................................................................Kelly Hart&Hallman LLP
Fort Worth,Texas
Co-Financial Advisors.......................................................................................................................First Southwest Company LLC
Fort Worth,Texas
Estrada Hinojosa&Company,Inc.
Dallas,Texas
i
TABLE OF CONTENTS
Page
INTRODUCTION......................................................................................................................................................1
THEBONDS..............................................................................................................................................................1
GeneralDescription...............................................................................................................................................1
Purpose..................................................................................................................................................................1
Authorityfor Issuance ...........................................................................................................................................1
Securityfor the Bonds...........................................................................................................................................1
RedemptionProvisions..........................................................................................................................................2
Notice of Redemption;Selection of Bonds to Be Redeemed ................................................................................2
Book-Entry-Only System.......................................................................................................................................2
TAXMATTERS........................................................................................................................................................4
Opinion..................................................................................................................................................................4
OTHERINFORMATION..........................................................................................................................................4
Settlementof Purchase of Bonds...........................................................................................................................4
Forward-Looking Statements.................................................................................................................................4
Ratings...................................................................................................................................................................4
LITIGATION.............................................................................................................................................................4
CONTINUING DISCLOSURE OF INFORMATION...............................................................................................4
Compliancewith Prior Undertakings.....................................................................................................................4
MISCELLANEOUS...................................................................................................................................................5
ADDITIONALINFORMATION...............................................................................................................................5
APPENDIX A MATURITY SCHEDULE
APPENDIX B FORM OF OFFICIAL ACTION
APPENDIX C FORM OF OPINION OF BOND COUNSEL
11
Private Placement Memorandum
relating to
$13,000,000
CITY OF FORT WORTH,TEXAS
WATER AND SEWER SYSTEM REVENUE BONDS,SERIES 2015B
(the "Bonds")
INTRODUCTION
This Private Placement Memorandum, including the cover page and appendices, contains brief descriptions
of the Issuer, provides certain information with respect to the issuance by the Issuer, and summaries of certain
provisions of the Bonds pursuant to the Official Action. Except as otherwise set forth herein,capitalized terms used
but not defined in this Private Placement Memorandum have the meanings assigned to them in the Official Action.
See"APPENDIX B—FORM OF OFFICIAL ACTION" attached hereto.
APPENDIX A contains the maturity schedule for the Bonds. APPENDIX B contains the Official Action
and a description of the purpose for the proceeds of the Bonds. APPENDIX C contains a copy of the proposed
opinion of Bond Counsel with respect to the Bonds. The summaries of the documents contained in the body of this
Private Placement Memorandum are not complete or definitive,and every statement made in this Private Placement
Memorandum concerning any provision of any document is qualified by reference to such document in its entirety.
THE BONDS
General Description
The Bonds are being issued in the aggregate principal amount set forth in APPENDIX A of this Private
Placement Memorandum and will mature and be subject to redemption prior to maturity as described in APPENDIX
A. The Bonds are being issued as fully registered bonds in denominations of$5,000, or any integral multiple
thereof within a maturity. The Bonds will be dated November 1, 2015 and will mature on the dates referenced
thereon, and will bear interest at the rates per annum set forth in"APPENDIX A-MATURITY SCHEDULE."
Interest on the Bonds is payable semiannually on each Interest Payment Date,and will be calculated on the
basis of a 360-day year consisting of twelve 30-day months. Principal of and the redemption price with respect to
the Bonds will be payable to the Owners upon presentation and surrender at the designated office of the Paying
Agent/Registrar; provided,however,that so long as Cede& Co. (or other DTC nominee) is the registered owner of
the Bonds,all payments will be made as described under"THE BONDS-Book-Entry-Only System"herein.
Purpose
See"APPENDIX B -FORM OF OFFICIAL ACTION."
Authority for Issuance
The Bonds are issued pursuant to the Constitution and general laws of the State of Texas, particularly
Chapter 1502, Texas Government Code, and the terms of the Master Ordinance and the Twenty-Seventh
Supplemental Ordinance(collectively,the "Ordinance").
Security for the Bonds
See"APPENDIX B -FORM OF OFFICIAL ACTION."
Redemption Provisions
On February 15, 2026, or on any date thereafter,the Bonds maturing on and after February 15, 2027 may
be redeemed prior to their scheduled maturities,upon the written direction of the Issuer,with funds provided by the
Issuer,at par plus accrued interest to the date fixed for redemption as a whole,or in part in inverse order of maturity,
and if less than all of the Bonds of a stated maturity are to be redeemed the Paying Agent/Registrar will determine
by lot the Bonds,or portions thereof within such maturity to be redeemed (provided that a portion of a Bond may be
redeemed only in Authorized Denominations).
Notice of Redemption;Selection of Bonds to Be Redeemed
See"APPENDIX B -FORM OF OFFICIAL ACTION."
The Paying Agent/Registrar, so long as a Book-Entry-Only System is used for the Bonds, will send any
notice of redemption of the Bonds, notice of any proposed amendment to the Official Action or other notices with
respect to the Bonds only to DTC. Any failure by DTC to advise any DTC Participant (defined below), or of any
DTC participant to notify the beneficial owner,shall not affect the validity of the redemption of the Bonds called for
redemption or any other action premised on any such notice. Redemption of portions of the Bonds by the Issuer will
reduce the outstanding principal amount of such Bonds held by DTC.
Book-Entry-Only System
The information in this caption concerning The Depository Trust Company, Neil, York, New York("DTC')
and DTC's book entry system has been obtained from DTC and the Issuer makes no representation or warranty nor
takes any responsibility for the accuracy or completeness of such information.
DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities
registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered certificate will be issued for each maturity of the Bonds and
deposited with DTC. See APPENDIX B - "FORM OF OFFICIAL ACTION."
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, 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 pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and
provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity,corporate and municipal debt issues,
and money market instruments(from over 100 countries)that DTC's participants(the "Direct Participants")deposit
with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions, in deposited securities, through electronic computerized book entry transfers and pledges between
Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearance
Corporation, and Fixed Income Clearance Corporation, all of which are registered clearing agencies. DTCC is
owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both
U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). Direct Participants and Indirect Participants are referred to herein collectively as "Participants".
DTC has a Standard & Poor's rating of"AA+". The DTC Rules applicable to its Participants are on file with the
Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and
www.dtc.org.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will
receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond
("Beneficial Owner") is in turn to be recorded on the Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written
2
confirmations providing details of the transaction, as well as periodic statements of their holdings, from the
Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive Bonds representing their
ownership interests in Bonds,except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers,all Bonds deposited by Direct Participants with DTC are registered in the
name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such
other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Bonds;DTC's records reflect only the identity of the Direct Participants to whose accounts
such Bonds are credited,which may or may not be the Beneficial Owners. The Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them,subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such
maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds
unless authorized by a Direct Participant in accordance with DTC's Money Market Instrument Procedures. Under
its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts
Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy).
All payments on the Bonds will be made to Cede&Co., or such other nominee as may be requested by an
authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of
funds and corresponding detail information from the Issuer or the Paying Agent/Registrar, on payable date in
accordance with their respective holdings shown on DTC's records.Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices,as is the case with Bonds held for the accounts of
customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of
DTC, the Paying Agent/Registrar, or the Issuer, subject to any statutory or regulatory requirements as may be in
effect from time to time. All payments to Cede&Co. (or such other nominee as may be requested by an authorized
representative of DTC) are the responsibility of the Issuer or the Paying Agent/Registrar, disbursement of such
payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners will be the responsibility of Participants.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving
reasonable notice to the Issuer or the Paying Agent/Registrar. Under such circumstances, in the event that a
successor depository is not obtained,Bonds are required to be printed and delivered.
With the consent of the Texas Water Development Board,the Issuer may decide to discontinue use of the
system of book-entry-only transfers through DTC(or a successor securities depository). In that event,Bonds will be
printed and delivered to DTC or successor securities depository.
3
TAX MATTERS
Opinion
Bond Counsel will deliver its opinion on the date of delivery of the Bonds substantially in the form as
attached in "APPENDIX C-FORM OF OPINION OF BOND COUNSEL."
OTHER INFORMATION
Settlement of Purchase of Bonds
The Board and the Issuer intend for the delivery of the Bonds to be facilitated through the book-entry-only
system of DTC. See "THE BONDS - Book-Entry-Only System". In connection with the delivery of the Bonds, a
settlement agent may be used to effect the delivery of the Bonds. If such a settlement agent is used, such settlement
agent (i) is being used solely to facilitate book-entry delivery of the Bonds, (ii) will be acting solely as a "clearing
agency" and not as an"underwriter" (each as defined the U.S. Securities Act of 1933,as amended),(iii)is not acting
as a fiduciary or municipal advisor to the Board or the Issuer with regard to the Bonds and, accordingly, has no
fiduciary duty to either the Board of the Issuer under Federal or state securities laws,and therefore is not required by
federal or state law to act in the best interests of the Board or the Issuer, (iv) in providing information to either the
Board or the Issuer, is not providing "advice" within the meaning of Section 15B of the Securities Exchange Act of
1934, as amended, and that the information provided has not been relied on by either the Board or the Issuer in the
issuance of the Bonds and(v)has not provided any legal,accounting,regulatory or tax advice to the Issuer.
Forward-Looking Statements
The statements contained in this Private Placement Memorandum, including the cover page, appendices,
and any other information or documents provided by the Issuer, that are not purely historical, are forward-looking
statements, including statements regarding the Issuer's assumptions, expectations, hopes, intentions, or strategies
regarding the future. Any of such assumptions, expectations or hopes could be inaccurate and, therefore, there can
be no assurance that the forward-looking statements included herein will prove to be accurate. Holders of the Bonds
should not place undue reliance on forward-looking statements. All forward-looking statements included in this
Private Placement Memorandum are based on information available to the Issuer on the date hereof, and the Issuer
assumes no obligation to update any such forward-looking statements. It is important to note that the Issuer's actual
results could differ materially from those in such forward-looking statements.
Ratings
The existing outstanding water and sewer senior lien revenue bonds of the City are rated "AA"by Standard
&Poor's Ratings Services,a Standard&Poor's Financial Services LLC business, "AA" by Fitch Ratings and "Aal"
by Moody's Investors Service, Inc. An explanation of the significance of such ratings may be obtained from the
company furnishing the rating. The ratings reflect only the respective views of such rating companies, and the City
makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will
continue for any given period of time,or that they will not be revised downward or withdrawn entirely by any or all
of such rating companies, if in the judgment any of the companies circumstances so warrant. Any such downward
revision or withdrawal of such ratings by any of them may have an adverse effect on the market price of the Bonds.
No application has been made to any rating agency or municipal bond insurance company for qualification of
the Bonds for ratings or municipal bond insurance,respectively.
LITIGATION
There is no litigation, proceeding, inquiry, or investigation pending by or before any court or other
governmental authority or entity (or, to the best knowledge of the Issuer, threatened) that adversely affects the
power, authority or obligation of the Issuer to deliver the Bonds,the security for,or the validity of,the Bonds or the
financial condition of the Issuer. On the date of initial delivery of Bonds, the Issuer will execute and deliver a
certificate of like effect to the purchaser of the Bonds.
4
CONTINUING DISCLOSURE OF INFORMATION
In the Official Action,the Issuer has made a continuing disclosure agreement for the benefit of the holders
of the Bonds. The Issuer is required to observe the agreement for so long as it remains obligated to advance funds to
pay the Bonds. Under the agreement, the Issuer will be obligated to provide certain updated financial information
and operating data, and timely notice of certain specified events, to the Municipal Securities Rulemaking Board as
further described in the Official Action attached hereto as APPENDIX B.
Compliance with Prior Undertakings
During the last five years, the Issuer believes it has complied in all material respects with all continuing
disclosure agreements made by it in accordance with the Rule.
MISCELLANEOUS
Any statements made in this Private Placement Memorandum involving matters of opinion or of estimates,
whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is
made that any of the estimates will be realized. Neither this Private Placement Memorandum nor any statement that
may have been made orally or in writing is to be construed as a contract with the owners of the Bonds.
The information contained above is neither guaranteed as to accuracy or completeness nor shall be
construed as a representation by the Issuer. The information and expressions of opinion herein are subject to change
without notice and neither the delivery of this Private Placement Memorandum nor any sale made hereunder shall
create, under any circumstances, any implication that there has been no change in the Issuer or the affairs of the
Issuer from the date hereof.
The Private Placement Memorandum is submitted in connection with the sale of the securities referred to
herein and may not be reproduced or used,in whole or in part,for any other purpose.
ADDITIONAL INFORMATION
The Private Placement Memorandum speaks only as of its date and the information contained herein is
subject to change. Descriptions of the Bonds and the Official Action and any other agreements and documents
contained herein constitute summaries of certain provisions thereof and do not purport to be complete.
5
APPENDIX A
MATURITY SCHEDULE CUSIP Prefix0): 349515
Maturity Interest Initial CUSIP Maturity Interest Initial CUSIP
Amount February 15 Rate Yield Suffix(O Amount February 15 Rate Yield Suffix(O
$695,000 2016 0.19% 0.19% TO $875,000 2024 1.39% 1.39% UBO
810,000 2017 0.38% 0.38% TUO 890,000 2025 1.47% 1.47% UC8
815,000 2018 0.56% 0.56% TV8 905,000 2026 1.64% 1.64% UD6
825,000 2019 0.72% 0.72% TW6 920,000 2027 1.81% 1.81% UE4
830,000 2020 0.87% 0.87% TX4 940,000 2028 1.96% 1.96% OF I
840,000 2021 1.01% 1.01% TY2 960,000 2029 2.10% 2.10% UG9
850,000 2022 1.16% 1.16% TZ9 980,000 2030 2.20% 2.20% UH7
865,000 2023 1.30% 1.30% UA2
(1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data is provided by CUSIP
Global Services, managed by Standard & Poor's Financial Services LLC on behalf of the American Bankers
Association. This data is not intended to create a database and does not serve in any way as a substitute for the
CUSIP services. Neither the Issuer nor the Co-Financial Advisors take any responsibility for the accuracy of
CUSIP numbers.
A-1
APPENDIX B
FORM OF OFFICIAL ACTION
B-1
APPENDIX C
FORM OF OPINION OF BOND COUNSEL
City of o Worth, Texas
Mayor and council Communication
uuuMOmuummuuuuu uwwwwwwwuuwwwummwuww uuuumiw.wimmuuawummuowimmuwwm0000000uouuuuuuuuuuuuuumuummMMmmmuuomwwuuuuuuuoouuuuuuuuuuuuuumuuuuuuuuuuuuuuuuuumuummuuuuumomuuuuuuuuuuuumoouuouuuuuuuuummuwumuuummumwuuuuuuummmmowwimimiwiu
COUNCIL ACTION: Approved on 10127/2015 - Ordinance No. 21953-10-2015
DATE: Tuesday, October 27, 2015 REFERENCE NO.: G-1
LOG NAME: 1315 CWWSRF C
SUBJECT:
Adopt the Twenty-Seventh Supplemental Ordinance Authorizing Issuance and Sale of City of Fort Worth,
Texas Water and Sewer System Revenue Bonds„ Series 2015B, in the Aggregate Principal Amount of
13,000,000.00 and Approving Sale of the Bonds to the Texas Water Development Board (ALL COUNCIL
DISTRICTS)
RECOMMENDATION:
It is recommended that e City Counciil adopt the attached supplemental ordinance authorizing the
issuance and sale of 13,000,000, of Water and Sewer System Revenue Bonds, Series 2015B, arm
approving the sale of the bonds to the Texas Water Development Board,
DISCUSSION:
The purpose oft is Mayor and Council Communication ( C) is to approve issuance and sale of revenue
beds to the Texas WWater Development Board ( DE) providing the first oft the two-part subsidized
financing for implementation of the multi-phase Advanced Metering Infrastructure (A I) Project along with
an automated leak detection system. Staff presented an overview of the AMI Project tot the City Council at
the Pre-Council Meeting on August 25, 2015, and the City Cou.mncil approved execution oft the Financing
Agreement for the initial $13„000,000.00 in bonds on September 1„ 2015 (M&C G-18549). Sale of these
bonds is projected to close on December 1, 2015 and the proceeds will be used top y for initial phases of
the project, funding a reserve fund for the bonds, and paying the costs of issuancew Staff anticipates
bringing forward the second phase of bond sale and financing In 2017.
The planned project comes under the auspices of DD's State Water Implementation Revenue Fund for
Texas (SWWIRFT) Program,ram, which provides low-cost financial assistance for eligible projects. The
subsidized interest rates offered by the program are less than traditional debt-financing costsa The
average borrowing cost for this debt issuance is 1,,64 percent.
In 1991, the City adopted a fluster Ordinance establishing a WWater,and Sewer System Revenue
Financing Program for the Water Department. Each time the Water Department 'issues debt,
supplemental ordinance must be adopted which contains details specific tote debt being issuied. This
issuance would be the twenty-seventh supplemental ordinance since the Master Ordinance was adopted.
FISCAL. INFORMATION / CERTIFICATION:
Time Financial Management Serve ces Director certifies that this debt issuance is part of the Water& Sewer
five-year Capital Improvement Program, Fuanding for the annual) debt service payments will be available
from e current operating budget, as appropriated, oft the Water and Sewer Fund
,
Page I rmt°2
FUND IDENTIFIERS (FiDs):
TO
FundDepartment
eparment
c—Co 6 ni irojec�i Program Budget
Reference I
ID ID Year C arfieli I ............ _
FROMj- ........................... �m6unj
Pro' t v i��, tYm Reference #
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CERTIFICATIONS:
Submitted for City Manager's Office by: Susan Alanis (81 80)
Originating Department Head: Aaron Bovos ( 51%)
Additional Information Contact: Stephen Vogl (6630)
015 CWSRI" ( Page 2 of'2