HomeMy WebLinkAboutOrdinance 16242~~
ORDINANCE NO ~~"~
:~
THIRTEENTH SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE REFUNDING
AND IMPROVEMENT BONDS SERIES 2005
APPROVING THE EXECUTION OF A BOND PURCHASE CONTRACT AND AN
ESCROW AGREEMENT AND OTHER INSTRUMENTS RELATED THERETO
REPEALING ALL ORDINANCES IN CONFLICT HEREWITH, AND PROVIDING THAT
THIS ORDINANCE SHALL BE IN FORCE AND EFFECT
FROM AND AFTER THE DATE OF ITS PASSAGE.
THE STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
WHEREAS, the 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 ofin excess of 50 000
has estabhshed and currently owns and operates a combined waterworks and sanitary sewer system
(the System"), and
WHEREAS the City heretofore has estabhshed the Crty 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 estabhshed pursuant to the terms of a 'Master Ordinance
Estabhshing the Cnty 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 twelve
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" and 'Twelfth
Supplement" respectively and the 'Prior Supplements" collectively) pursuant to which (i) the Crty
ofFort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 1991A and Series
1991B the Crty ofFort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Serves
1993 the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement
Bonds, Series 1996 the Crty 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, Serves 2000 the Crty of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Serves 2000B the Crty of Fort Worth, Texas Water
and Sewer System Revenue Bonds, Series 2001 the Crty of Fort Worth, Texas Water and Sewer
System Revenue Refunding and Improvement Bonds, Serves 2003 the Crty of Fort Worth, Texas
Water and Sewer System Revenue Refunding Bonds, Series 2003A and the Crty of Fort Worth,
Texas Water and Sewer System Auction Rate Revenue Bonds, Series 2004 were issued, and (ii) the
Crty entered into two respective ISDA Master Agreements (referred to herein as the 'Swap
Agreements"), one with Lehman Brothers Special Financing Inc. and the other with GBDP L.P
and
WHEREAS the aforesaid Series 1991A Bonds, Series 1991B Bonds and the Series 1993
Bonds are no longer are outstanding, and the aforesaid Serves 1996 Bonds, Series 1997 Bonds, Series
1998 Bonds, Serves 2000 Bonds, Serves 2000B Bonds, Series 2001 Bonds, Series 2003 Bonds, Series
2003A Bonds and Series 2004 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 expu-ed, and the Crtyhas no further obligations thereunder
and
WHEREAS, the Previously Issued Parity Bonds are secured by a first hen on and pledge of
the Pledged Revenues of the System; and
WHEREAS in addition to the Previously Issued Parity Bonds, the Crty has authorized the
issuance of up to $125 000 000 of its Water and Sewer System Commercial Paper Notes, Series A
(the 'Commercial Paper Notes") for the purpose of providing a method of mterun financing to
unprove and extend the City's Water and Sewer System; and
WHEREAS, in connection with the Commercial Paper Notes, the Crty has obtained a line of
credit from Bank of America, N.A. (the 'Bank") and
WHEREAS the obligations of the Crty under the agreement with the Bank are secured by
a hen on and pledge of the Pledged Revenues of the System, subordinate to the hen on and pledge
of the Pledged Revenues ofthe System in favor of the owners ofthe Previously Issued Parity Bonds,
and
WHEREAS the Crty currently does not have any Commercial Paper Notes outstanding, and
WHEREAS, rt is deemed advisable and to the best interest of the City and the Crty Council
of the Crty has determined, to refund the outstanding obligations of the Crty described in Schedule
I attached to this Ordinance (the 'Refunded Bonds") to achieve a debt service savings with respect
to the Refunded Bonds, and
WHEREAS, in addition to refunding the Refunded Borids, the bonds hereinafter authorized
are to be issued and delivered in part for the purpose of inproving and extending the System, and
WHEREAS, the Crty Council has adopted this Thirteenth Supplement to the Master
Ordinance in accordance with the provisions of the Master Ordinance and the bonds hereinafter
authorized shall hereafter constitute Parity Obligations under the Master Ordinance and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
Chapters 1207 and 1502, Texas Government Code, for the purposes set forth above
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS
SECTION 1 DEFINITIONS That in addition to the definitions set forth in the preamble
ofthis Thirteenth Supplement, the terms used in this Thirteenth 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 Thi-teenth Supplement. Any references in this Thirteenth
Supplement to the 'FORM OF BOND" shall be to the form of the Bonds as set forth in Exhibit B to
this Thirteenth Supplement
Section 2. BONDS AUTHORIZED That the Bonds shall be designated 'City of Fort
Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2005
The Bonds are hereby authorized to be issued in the aggregate principal amount of $112,645 000 for
the purpose of (i) refunding the Refunded Bonds, (ii) inproving and extending the System, (ii)
funding the Reserve Fund, and (iv) paying the costs of issuance associated with the Bonds.
Section 3 -DATES AND MATURITIES That the Bonds shallbe dated December 15 2004
shall be in the denomination of $5 000 or any integral multiple thereof (an Authorized
Denomination'), shall be numbered consecutively from R 1 upward, and shall mature on the maturity
date, in each of the years, and in the amounts, respectively as set forth in the following schedule
MATURITY DATE FEBRUARY 15
YEARS AMOUNTS ($) YEARS
2006 1,505 000 2016
2007 1,585 000 2017
2008 5,555 000 2018
2009 5 845 000 2019
2010 1 825 000 2020
2011 1,920 000 2021
2012 3 080 000 2022
2013 11,375 000 2023
2014 11,945 000 2024
2015 12,555 000 2025
AMOUNTS ($)
14 835 000
9 065 000
4 450 000
4 675 000
4,930 000
3 160 000
3,320 000
3 490 000
3 670 000
3 860 000
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Section 4 RIGHT OF PRIOR REDEMPTION (a) Optional Redemption. That the Crty re
serves the right to redeem the Bonds maturing on or after February 15 2015 in whole or in part in
principal amounts of $5 000 or any integral multiple thereof, on February 15 2014 or on any date
thereafter at the redemption price of par plus accrued interest to the date fixed for redemption. If
less than all of the Bonds are to be redeemed by the Crty the Crty shall determine the maturity or
maturities and the amounts thereofto 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) Mandatory Redemption. The Bonds are not subject to mandatory sinking fund redemption
prior to their scheduled maturities.
(c) 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 fused for such redemption by depositing such notice in the Umted
States mail, first-class postage prepaid, addressed to each such registered owner at lis address shown
on the Registration Books ofthe 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 tine or
posted electromcally on the websrte of a financial journal or publication of general circulation in the
Umted States of America or the State of Texas which carries as a regular feature notices of
redemption of mumcipal bonds, provided, however that the failure to send, mail, or receive such
notice described in clause (i) above, or any defect therein or in the sending or mailing thereof, shall
not affect the validity or effectiveness of the proceedings for the redemption of any Bond, as
publication or posting of notice as described in clause (ii) above shall be the only notice actually
required in connection with or as a prerequisite to the redemption of any Bonds. By the date fixed
for any such redemption due provision shall be made by the Crty with the Paying Agent/Registrar for
the payment of the required redemption price for the Bonds or the portions thereof which are to be
so redeemed, plus accrued interest thereon to the date fixed- for redemption. If such notice of
redemption is given, and if due provision for such payment is made, all as provided above, the Bonds,
or the portions thereofwluch are to be so redeemed, thereby automatically shall be redeemed prior
to their scheduled maturities, and shall not bear interest after the date fixed for their redemption, and
shall not be regarded as being outstanding except for the right ofthe owner to receive the redemption
price plus accrued interest to the date fixed for redemption 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 ofprincipal ofthe Bonds or any portion thereof. If a portion ofany 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 Crty all as provided in tlis Thi-teenth
Supplement. The maturities of Bonds to be called for redemption shall be determined by the Crty
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 integral multiple of $5 000) The City shall give written notice to the
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Paying Agent/Registrar of any such redemption of Bonds at least sixty (60) calendar days (or such
shorter period as is acceptable to the Paying Agent/Registrar) prior to such redemption.
(d) Notice to Securities Depositories. (i) In addition to the manner of providing notice of
redemption of Bonds as set forth above, the Paying Agent/Registrar shall give notice of redemption
of Bonds by Umted States mail, first-class postage prepaid, at least thirty (30) days prior to a
redemption date to each registered securities depository and to any national information service that
disseminates redemption notices. In addition, m the event of a redemption caused by an advance
refunding of the Bonds, the Paying Agent/Registrar shall send a second notice of redemption to the
persons specified m the munediately preceding sentence at least thu-ty (30) days but not more than
ninety (90) days pnor to the actual redemption date Any notice sent to the registered securities
depositories 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 requu-ed in the FORM OF BOND or otherwise by this
Thirteenth Supplement, shall contain a description of the Bonds to be redeemed mcludmg 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 maybe redeemed mcludmg a contact person and telephone number
(ui) All redemption payments made by the Paying Agent/Registrar to the registered owners
ofthe Bonds shall include a CUSIP number reiatmg to each amount paid to such registered owner
Section 5 CHARACTERISTICS OFTHE BONDS (a) Registration, Transfer, Conversion
and Exchange; Authentication. The City shall keep or cause to be kept at the designated corporate
trust office of Wells Fargo Bank, National Association (the 'Paying Agent/Registrar"), books or
records for the registration of the transfer conversion and exchange of the Bonds (the 'Registration
Books"), and the City hereby appoints the Paying Agent/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 m the Registration Books the address
of the owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein
provided, but rt shall be the duty of each owner to notify the Paying Agent/Registrar m 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/Registrarsliall keep the Registration Books confidential and, unless otherwise required
by law shall not perrrut their inspection by any other entity Except as otherwise provided m the
FORM OF BOND the owner ofeach 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.
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Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the
manner provided and with the effect stated in the in the FORM OF BOND Each substitute Bond
shall bear a letter and/or number to distinguish rt 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 conver
sion and exchange No additional ordinances, orders, or resolutions need be passed or adopted by
the governing body of the Crty 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 pruning, 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 unposed upon the Paying Agent/Registrar and, upon the execution of the Authentication Cer
tificate, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same
manner and with the same effect as the Bonds which uutially were issued and delivered pursuant to
this Thu-teenth Supplement, approved by the Attorney General, and registered by the Comptroller of
Public Accounts. As of the date this Thu-teenth Supplement is approved by the City the Designated
Trust Office is the Minneapolis, Minnesota corporate trust office of Wells Fargo Bank, National
Association.
(b) Payment of Bonds and Interest. The Crty hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of, prernium, if any and interest
on the Bonds, all as provided in this Thu-teenth Supplement. The Paying Agent/Registrar shall keep
proper records of all payments made by the Crty and the Paying Agent/Registrar with respect to the
Bonds.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered owners
thereof, (ii) maybe redeemed prior to their scheduled maturities, (iii) may be transferred and assigned,
(iv) maybe 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 (vui) shall be admuustered and the Paying Agent/Registrar and the Crty shall have certain
duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the
effect as required or indicated, in the FORM OF BOND The Bonds initially issued and delivered
pursuant to this Thu-teenth Supplement are not required to be, and shall not be, authenticated by the
Paying Agent/Registrar but on each substitute Bond issued in conversion of and exchange for any
Bond or Bonds issued under this Thirteenth Supplement the Paying Agent/Registrar shall execute the
Authentication Certificate.
(d) Substitute Paying Agent/Re~istrar The City covenants with the owners ofthe Bonds that
at all tunes 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 Thu-teenth Supplement, and
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that the Paying Agent/Registrar will be one entity Such entity may be the City to the extent
pernutted by law or a bank, trust company financial institution, or other agency as selected by the
City The City reserves the right to and may at its option, change the Paying 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 pror to the next principal or interest payment date after such
notice. In the event that the entity at any tune acting as Paying Agent/Registrar (or its successor by
merger acquisition, or other method) should resign or otherwise cease to act as such, the Crty
covenants that promptly it will appoint a competent and legally qualified entity to act as Pa}nng
Agent/Registrar under this Thirteenth 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 Crty 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 ofthe Bonds, byUmted 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/Regnstrar shall be deemed to have agreed to the provisions
of this Thirteenth Supplement, and a certified copy of this Thirteenth Supplement shall be delivered
to each Paying Agent/Registrar
Section 6 FORM OF BONDS (a) Form of Bonds. That the form of all Bonds, including
the form ofthe Authentication Certificate, the form ofAssignment, and the form ofthe Comptroller's
Registration Certificate to be attached only to the Bonds uutially issued and delivered pursuant to this
Thirteenth Supplement, shall be, respectively substantially as set forth in Exhibit B with such appro-
priate varatnons, orrussnons, or insertions as are perrrutted or requnred by this Th>teenth Supplement
and the Purchase Contract.
(b) Printing Bond Counsel Opuuon and Statement of Insurance The printer of the Bonds ns
hereby authorized to-print on the Bonds the form ofbond counsel's opuuon relating to the Bonds, and
~s 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 adoptnon of the Master Ordinance the Crty has established the
Cnty 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 ~ intended to establish a master plan under which revenue supported debt of the System
can be incurred. Thns Thirteenth Supplement provndes for the authorization, nssuance, sale, delivery
form, characteristncs, provisions of payment and redemption, and security of the Bonds which are a
sexes of Panty Obligations. The Master Ordinance is incorporated herein by reference and as such
made a part hereof for all purposes, except to the extent modified and supplemented hereby and the
Bonds are hereby declared to be 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 Crty relating to the System.
Section 8 PLEDGE (a) That the Bonds are and shall be secured by and payable from a first
hen 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 Crty under subsection (a) of this Section, and such pledge is therefore valid,
effective, and perfected. If Texas law is amended at any tine 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 Texas Business & Commerce Code, then in order to preserve to the
registered owners of the Bonds the perfection of the security interest in said pledge, the Crty agrees
to take such measures as rt determines are reasonable and necessary under Texas law to comply with
the applicable provisions of Chapter 9 Texas Business & Commerce Code and enable a filing to
perfect the security interest 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 deposits to the credit of the Reserve .Fund shall be
made in the manner described in Section 12(b) of this Thirteenth Supplement.
Section 11 INVESTMENTS That money in the Reserve Fund created under this Thurteenth
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 detennunation described
in the Master Ordinance, shall be established at the tune or tunes 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 ui the various Funds and
Accounts shall be credited to the Fund or Account from which moneys used to acqui-e such
investment shall have come
Section 12 FLOW OF FUNDS That all monies in the System Fund not requu-ed for paying
Operating Expenses during each month shall be applied by the Crty 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 tlis Section.
(a) Debt Service Fund To the credit of the Debt Service Fund, in the following order of
pnorrty to-wit:
(1) such amounts, deposited in approxunately equal monthly installments,
commencing during the month in which the Bonds are delivered, or the month thereafter if
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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 of delivery ns 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 maybe
(b) Reserve Fund. When and so long as the Reserve Fund Obligations in the Reserve Fund
are not less than the Requnred Reserve Amount, no deposrs need be made to the credit of the
Reserve Fund. When and if the Reserve Fund at any trine contains less than the Requnred Reserve
Amount due to any cause or condition then, subject and subordinate to making the requnred 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 Requi-ed
Reserve Amount; in the manner provided m the Master Ordinance Reimbursements to the provider
if any of a Credit Facility shall constitute the making up of a deficiency to the extent that such
reimbursements result in the reinstatement, in whole or in part, as the case maybe, of the amount of
the Credit Facility
Section 13 PAYMENT OF BONDS That on or before the first scheduled interest payment
date, and on or before each interest payment date and principal payment date thereafter while any of
the Bonds are Outstanding and unpaid, the City shall make available to the Paying Agent/Regnstrar
out of the Debt Service Fund (and the Reserve Fund, if necessary) momes sufficient to pay such
interest on and such principal amount ofthe 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 actnon to assure that no more than ten percent ofthe proceeds ofthe
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 of
more than ten percent (10%) of the proceeds are so used, that amounts, whether or not
recenved by the Issuer with respect to such private business use, do not, under the terms of
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this Ordinance or any underlying arrangement, dnrectly or indnrectly 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) hereofexceeds five percent (5%) ofthe proceeds ofthe Bonds or
the projects financed therewith (less amounts deposited into a reserve fund, of any) then the
amount in excess of five percent (5%) ns used fora 'pnvate business use which ns '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 ns greater than the lesser of
$5 000 000 or five percent (5%) of the proceeds ofthe Bonds (less amounts deposited into
a reserve fund, if any) ns dnrectly or indnrectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code,
(d) to refrain from taking any action which would otherwise result in the Bonds being
treated as 'specified private activity bonds" within the meaning ofsectnon 141(b) ofthe 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, dnrectly or
indiectly to acqunn•e or to replace funds whch were used, dnrectly or indnrectly to acqunre
investment property (as defined in section 148(b)(2) ofthe Code) whch produces a materially
hngher yield over the team of the Bonds, other than investment property acqunred with
(1) proceeds of the Bonds invested for a reasonable temporary pernod 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) ofthe Treasury Regulations, and
(3) amounts deposited in anyreasonablyrequnred reserve or replacement fund
to the extent such amounts do not exceed ten percent of the proceeds of the Bonds,
(g) to otherwise restrnct the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as maybe 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 refimdings) and
(h) to pay to the United States of America at least once during each five year
pernod (beginning on the date of delivery of the Bonds) an amount that is at least equal to
ninety percent (90%) of the 'Excess Earrings within the meaning of section 148(f) of the
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Code and to pay to the United States of Amenca, not later than sixty (60) days after the
Bonds have been paid in full, one hundred percent (100%) ofthe amount then required to be
paid as a result of Excess Earnings under section 148(f) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term
'proceeds included disposition proceeds as defined in the Treasury Regulations and, in the case
of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended 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 wrth the Code and any regulations or rulings
promulgated by the U S Department of the Treasury pursuant thereto In the event that regulations
or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable
to the Bonds, the Issuer will not be required to comply wrth any covenant contained herein to the
extent that such failure to comply in the opiion ofnationally-recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under section
103 of the Code In the event that regulations or rulings are hereafter promulgated which inpose
additional requirements which are applicable to the Bonds, the Issuer agrees to comply wrth the
additional requirements to the extent necessary inthe opiion ofnationally-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 Director of Finance may execute any certificates or other reports required by the
Code and to make such elections, on behalf of the City which may be permitted by the Code as are
consistent with the purpose for the issuance ofthe 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 such Rebate Fund shall not be subject to the clam of any other person,
including without limitation the registered owners ofthe Bonds. The Rebate Fund is established for
the additional purpose of compliance wrth section 148 of the Code
Section 15 AMENDMENT OF THIRTEENTH SUPPLEMENT (a) That the owners of
a ma~orrty in Outstanding Principal Amount of the Bonds shall have the right from tine to tine to
approve any amendment to this Thi-teenth Supplement which maybe deemed necessary or desirable
by the City provided, however that nothing herein contained shall permit or be construed to permit
the amendment of the terms and conditions m this Thirteenth 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;
11
unless such amendment or amendments shall be approved by the owners of all of the Bonds then
Outstanding.
(b) That of at any tune the City shall desnre to amend the Thirteenth 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 Crty of New York, New York, and a newspaper of general
cnrculatnon in the Crty 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 ns on file at the principal office of the Paying Agent/Registrar for inspection by all owners of
the Bonds. Such publication ns not requnred, however of notice in wrnting ns given to each owner of
the Bonds
(c) That whenever at any tune not less than thu-ty (30) days, and wnthin one year from the
date of the first publication of said notice or other service of written notice the Crty shall receive an
instrument or instruments executed by the owners of at least a ma~ornty 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 governing
body of the Crty may pass such amendment in substantially the same form.
(d) That upon the passage of any such amendment pursuant to the provnsnons of thns Section,
thns Thirteenth Supplement shall be deemed to be amended in accordance with such amendment, and
the respectnve rnghts, dutnes and obhgatnons under this Thnrteenth Supplement of the Cnty and all the
owners ofthen Outstanding Bonds shall thereafter be determined, exercnsed and enforced hereunder
subject in all respects to such amendment
(e) That any consent given by the owners ofa Bond pursuant to the provnsnons ofthns Section
shall be irevocable for a penod of six (6) months from the date of the first publication of the notice
provided for in this Sectnon, and shall be conclusnve and binding upon all future owners of the same
Bond during such pernod. Such consent maybe revoked at any tine after six 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 notnce thereofwrth the Paying Agent/Regnstrar and the Crty but such revocatnon shall
not be effective of the owners of at least a ma~orrty in Outstanding Principal Amount of the Bonds
have, prnor to the attempted revocatnon, consented to and approved the amendment.
(f) The foregoing provnsnons of tlis Sectnon notwithstanding, the Crty by actnon of the Cnty
Council may amend thns Thnrteenth Supplement wnthout the. consent of any owner of the Bonds or
any other Parnty Obhgatnons, solely for any one or more of the following purposes.
(1) To add to the covenants and agreements of the Crty in thus Thnrteenth Supplement
contained, other covenants and agreements thereafter to be observed, grant addntnonal rnghts
or remednes to the owners of the Bonds or to surrender restrnct or lunnt any rnght or power
herein reserved to or conferred upon the Cty-
(2) To make such provnsnons for the purpose of curing any ambngurty or curing;
correcting or supplementing any deectnve provnsnon contained in thus Thnrteenth Supplement,
°or in regard to clarnfynng matters or questnons arnsing under this Thu-teenth Supplement, as are
12
necessary or desirable and not contrary to or mcons~stent with this Thiteenth 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 Thirteenth 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 Thirteenth Supplement as may be requu~ed, in
the opiion ofBond 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 contraryto or inconsistent with other provisions oftlis
Thirteenth 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
17(c)(v) of this Thirteenth Supplement;
(7) To make such changes, modifications or amendments as may be necessary or
des~rabhe in order to obtain or maintain the granting of a rating on the Bonds by a Rating
Agency or to obtain or maintain a Credit Agreement or a Credit Facility issued in support of
the Bonds, and
(8) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the Bonds, in order
to the extent permitted by law to facilitate the econoxruc and practical utilization of interest
rate swap agreements, foreign currency exchange agreements, or sinular type of agreements
with respect to the Bonds.
Notice of any such amendment maybe published by the City m the manner described m clause (b) of
tlis 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 inplementation ofsuch amendment as adopted pursuant to such amendatory
ordinance.
(g) Ownership ofthe 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 16 DAMAGED MUTILATED LOST STOLEN OR DESTROYED BONDS
(a) That in the event any Outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the
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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/Regnstrar 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 indemmty as may be requnred 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 them satisfaction of
the loss, theft, or destructnon 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/Regnstrar for cancellation the
Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions ofthns Section, in the event any such Bond shall
have matured, and no default has occurred whnch-ns then continuing in the payment of the prncnpal
of, redemptnon premnum, if any or interest on the Bond, the Cnty may authorize the payment of the
same (without sunrender thereof except in the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provnded security or indemnity is fixrmshed as .above provnded in this
Sectnon.
(d) Prnor to the nssuance of any replacement bond, the Paynrng Agent/Regnstrar shall charge
the owner of such Bond wrath all legal, printing, and other expenses in connection therewnth. Every
replacement bond nssued pursuant to the provnsnons ofthns Sectnonbyvnrtue ofthe fact that any Bond
its lost, stolen, or destroyed shall constitute a contractual obhgatnon of the Cnty whether or not the
lost, stolen, or destroyed Bond shall be found at any tune, or be enforceable by anyone, and shall be
entntled to all the benefits of thns Thnrteenth Supplement equally and proportnonately wrath any and all
other Bonds duly nssued under this Thirteenth Supplement.
(e) In accordance with Chapter 1206 this Sectnon of thns Thnrteenth Supplement shall
constitute authornty for the nssuance of any such replacement bond without necessity of further actnon
by the governing body of the Cnty or any other body or person, and the duty of the replacement of
such bonds its hereby authornzed and nmposed upon the Payng Agent/Regnstrar and. the Paying
Agent/Regnstrar shall authentncate and deliver such bonds in the form and manner and wrath the effect,
as provnded in Sectnon 5(a) of thns Thiteenth Supplement for Bonds nssued in exchange for other
Bonds.
Sectnon 17 CONTINUING DISCLOSURE UNDERTAKING (a) Annual Reports. (i)
The Cnty shall provnde annually to each NRMSIR and any SID within six months after the end of
each Fiscal Year ending in or after 2004 financnal information and operating data with respect to the
City of the general type included in the final Officnal Statement authornzed by Sectnon 3(d) of thns
Thnrteenth Supplement, being the nnformatnon described in Exhibit C hereto Any financnal statements
so to be provnded shall be (1) prepared in accordance with the accounting princnples described in
Exhibit C hereto or such other accouniting princnples as the City may be requnred to employ from tame
to tune pursuant to state law or regulatnon, and (2) audited, of the City commnssnons an audit of such
statements and the audit its completed wrthin the pernod during whnch they must be provnded. If the
audit of such financnal statements its not complete within such pernod, then the Cnty shall provnde
14-
unaudited financial statements within such period and shall provide audited financial statements for
the applicable Fiscal Year to each NRMSIR and any SID when and if the audit report on such
statements becomes available.
(ii) If the City changes its Fiscal Year rt will notify each NRMSIR and any SID 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 requu-ed to provide financial information and operating data pursuant to this Section. The financial
information and operating data to be provided pursuant to this Section maybe set forth in full in one
or more documents or maybe 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 each NRMSIR and any SID or filed with the SEC
(b) Material Event Notices. The City shall notify any SID and either each NRMSIR or the
MSRB, in a finely manner of any of the following events with respect to the Bonds, if such event
is material within the meaning of the federal securities laws.
1 Principal and interest payment delinquencies,
2. Non-payment related defaults,
3 Unscheduled draws on debt service reserves reflecting financial difficulties,
4 Unscheduled draws on credit enhancements reflecting financial difficulties,
5 .Substitution of credit or liquidity providers, or their failure to perform,
6 Adverse tax opinions or events affecting the tax-exempt status ofthe Bonds,
7 Modifications to rights of holders of the Bonds,
8 Bond calls,
9 Defeasances,
10 Release, substitution, or sale ofproperty securing repayment ofthe Bonds, and
11 Rating changes.
The Crty shall notify any SID and either each NRMSIR or the MSRB in a finely manner of any
failure by the City to provide financial information or operating data in accordance with subsection
(a) of this Section by the tune required by such subsection. Any filing under this Section may be
made solely by transrrutting such filing to the MAC as provided at httpJ/www d~sclosureusa.or~,
unless the SEC has withdrawn the interpretive advice stated in its letter to the MAC dated September
7 2004
(c) Lunrtations, Disclauners, 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 Crty
remains an obligated person with respect to the Bonds within the meanung of the Rule, except that
the Crty in any event will give notice of any deposit made in accordance with this Thu-teenth
Supplement or applicable law that causes Bonds no longer to be outstanding.
(ii) The provisions oftlus Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or unphed, shall give any benefit or any legal or
equitable nght, remedy or claun hereunder to any other person. The City undertakes to provide only
the financial unformation, operating data, financial statements, and notices which rt has expressly
15-
agreed to provide pursuant to this Section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's financial results,
condition, or prospects or to update any information provided in accordance with this Section or
otherwise except as expressly provided herein. The Crty does not make any representation or
warranty concernung 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 Thu-teenth Supplement for purposes of any other provision
of this Thu-teenth Supplement. Nothing in this Section is intended or shall act to disclaun, waive, or
otherwise limit the duties of the City under federal and state securities laws.
(v) The provisions oftlus Section maybe amended by the City from tune 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 pernutted an underwriter to purchase or sell Bonds in the
prunary 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 ma~orrty in aggregate principal amount (or any greater amount requi-ed by any
other provision oftlus Thu-teenth Supplement that authorizes such an amendment) ofthe outstanding
Bonds consent to such amendment or (b) a person that is unaffiliated with the Crty (such as nationally
recogmzed bond counsel) determines that such amendment will not materially inpau~ the interest of
the holders and beneficial owners ofthe Bonds. If the Crty so amends the provisions of this Section,
rt 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 unpact of any change in the type of financial information or operating data so provided.
Section 18 THIRTEENTH SUPPLEMENT TO CONSTITUTE A CONTRACT EQUAL
SECURITY That in consideration of the acceptance of the Bonds, the issuance of wlich is
authorized hereunder by those who shall hold the same from tune to tune, this Thirteenth Supplement
shall be deemed to be and shall constitute a contract between the.Crty and the Holders from tune to
tune of the Bonds and the pledge made in this Thu-teenth Supplement by the City and the covenants
and agreements set forth in this Thu-teenth Supplement to be performed by the Crty 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 byreason oftune ofissuance, sale, or maturrtythereofor otherwise for anycause whatsoever
except as expressly provided in or perrrutted by this Thu-teenth Supplement.
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Section 19 SEVERABILITY OF INVALID PROVISIONS That if any one or more ofthe
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 ofany of the other provisions hereof
or of the Bonds issued hereunder
Section 20 PAYMENT AND PERFORMANCE ON BUSINESS DAYS That, except as
provided to the contrary in the FORM OF BOND whenever under the terms of this Thirteenth
Supplement or the Bonds, the performance date of any provision hereof or thereof, including the
payment ofprincipal 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 21 LIMITATION OF BENEFITS WITH RESPECT TO THE THIRTEENTH
Supplement. That with the exception of the rights or benefits herein expressly conferred, nothing
expressed or contained herein or unphed from the provisions of this Thirteenth Supplement or the
Bonds is intended or should be construed to confer upon or give to any person other than the Crty
the Holders, and the Paying Agent/Registrar any legal or equitable right, remedy or claun under or
by reason of or in respect to this Thirteenth Supplement or any covenant, condition, stipulation,
prorruse, agreement, or provision herein contained. This Thu-teenth Supplement and all of the
covenants, condirions, stipulations, prorruses, agreements, and provisions hereof are intended to be
and shall be for and inure to the sole and exclusive benefit of the City the Holders, and the Paying
AgentlRegistrar as herein and therein provided.
Section 22 FURTHER PROCEDURES That the Mayor the City Manager any Assistant
City Manager the Director of Finance, the Crty 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 tune to tune and at any tune to do and perform
all such acts and things and to execute, acknowledge, and deliver in the name and under the seal and
on behalf of the Issuer all such instruments, whether or not herein mentioned, as may be necessary
or desirable in order to carry out the terms and provisions of this Thirteenth Supplement, the
Purchase Contract, the Bonds, the offering documents prepared in connection with the sale of the
Bonds, or the Escrow Agreement described in Section 28 hereof. Should a debt service reserve fund
surety policy be obtained to fund the Reserve Fund, the Crty Manager is authorized to execute an
agreement in substantially the form attached hereto with such changes as may be necessary in the
judgment of the Crty Manager to conform the agreement to the conditions ofany comrrutment to
deliver a debt service reserve fund surety policy issued by the provider thereof. In case any officer
whose signature appears on any Bond shall cease to be such officer before the delivery of such Bond,
such signature shall nevertheless be valid and sufficient for all purpose the same as ff he or she had
remained in office until such delivery
17
Section 23 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 proceeduigs
pertaiung to the Bonds pending their delivery and their investigation, examination and approval by
the Attorney General of the State of Texas, and then registration by the Comptroller of Public
Accounts ofthe State ofTexas. Upon registration ofthe Bonds, said Comptroller ofPubhc 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 ofsaid Comptroller shall be impressed,
or placed in facsunile, on each such certificate.
Section 24 SALE OF BONDS (a) That the sale of the Bonds to the Underwriters is
hereby authorized. The Purchase Contract, in substantially the form attached to this Thirteenth
Supplement, which shall set forth the terms of the sale of the Bonds to the Underwriters, is hereby
accepted, approved and authorized to be delivered in executed form to the Underwriters.
(b) That the offering documents prepared in connection with the sale of the Bonds, in
substantially the form attached to this Thirteenth Supplement, are hereby accepted, approved and
authorized to be delivered in executed form to the Underwriters. The use of the 'Prelininary Official
Statement" prepared in connection with the sale of the Bonds is hereby ratified.
(c) The sale ofthe Bonds for the purpose ofrefiznding the Refunded Bonds is being effected
in order to achueve a net present value savings to the City and to the System of $ and
a gross savings of $ The Refunded Bonds are hereby called for redemption prior to
their scheduled maturities on the respective dates set forth in Schedule I to this Thirteenth
Supplement, at the price of par plus accrued interest to the date of redemption. The Designated
Financial Officer is hereby authorized to take such steps as are necessary to cause notice of such
redemption to be made in accordance with the terms ofthe ordinances authorizing the issuance ofthe
Refunded Bonds.
(d) Proceeds representing accrued interest on the Bonds shall be deposited to the credit ofthe
Debt Service Fund and proceeds representing prermum on the Bonds shall be used in a manner
consistent with the provisions of Section 1201 042(d), Texas Government Code
Section 25 DTC REGISTRATION The Bonds iutially 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, iutially will act as depository for the Bonds. DTC
has represented that it is a hrrited purpose trust company incorporated under the laws of the State
ofNew York, a member ofthe 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 m no way verifies,
such representations. The Bonds iutially authorized by this Thirteenth 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 the Underwriters and their respective participants. 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 rt were the actual and beneficial owner thereof. It is expected that DTC
will maintain abook-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
18-
pursuant to rules and regulations established by them, and that the Bonds iutially 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 fiinctions 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 ofthe beneficial owners ofthe Bonds. It shall be the duty ofthe DTC Participants,
as defined m the Official Statement herein approved, to make all arrangements with DTC to establish
this book-entry system, the beneficial ownership ofthe Bonds, and the method ofpaymg the fees and
charges of DTC The City does not represent, nor does it m any way covenant that the iutial book
entry system established with DTC will be mamtamed m 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 thus Thi-teenth Supplement, substitute Bonds will be duly delivered
as provided m this Thirteenth Supplement, and there will be no assurance or representation that any
book-entry system will be mamtamed 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" mthe form provided by DTC to evidence the City's intent to establish said book
entry system.
Section 26 ALLOCATION OF AND LIMITATION ON EXPENDITURES FOR THE
PROJECT That the City covenants to account for on its books and records the expenditure of
proceeds from the sale of the Bonds or the Refunded Bonds and any investment earnings thereon to
be used for the improvement and extension of the System (referred to herein and Section 27 hereof
as a 'Project") by allocating proceeds to expenditures within eighteen (18) months ofthe later ofthe
date that (a) the expenditure on a Project is made or (b) each such Project is completed. The
foregoing notwithstanding, the Crty shall not expend such proceeds or investment earrings 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 opion ofnationally-recognized bond
counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt status
of the Bonds. For purposes of this Section, the City shall not be obligated to comply with this
covenant if it obtains an opinion ofnationally-recognized bond counsel to the effect that such failure
to comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
Section 27 DISPOSITION OF PROJECT That the Crty covenants that the property
constituting a Project will not be sold or otherwise disposed m a transaction resulting m the receipt
by the Crty of cash or other compensation, unless the Crty obtains an opiionofnationally-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 m the ordinary course of business shall not be treated
as a transaction resulting m 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 opiion 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.
19-
Section 28 ESCROW AGREEMENT That the City Manager of the Crty is hereby
authorized and du-ected to execute, the City Secretary is authorized to attest, and the Crty Attorney
is authorized to approve as to form, on behalf of the Crty the Escrow Agreement covering the use
ofthe moneys to be deposited in accordance with the terms thereof, for the benefit of the holders of
the Refunded Bonds being retired with the proceeds from the sale of the Bonds, the form of which
being in substantially the form attached to this Thu~teenth Supplement.
Section 29 DELIVERY OF DOCUMENTS TO SURETY PROVIDER. That the
Director of Finance is hereby directed to send to the Surety Provider copies of the Thirteenth
Supplement and the final Official Statement prepared in connection with the sale of the Bonds
promptly after the date of adoption of this Thu-teenth Supplement.
Section 30 PREAMBLE That the preamble to this Thnteenth Supplement is hereby
incorporated by reference, and is to be considered a part of the operative text of this Thirteenth
Supplement.
Section 31 RULES OF CONSTRUCTION For all purposes oftlus Thirteenth Supplement,
unless the context requu-es otherwise, all references to designated Sections and other subdivisions are
to the Sections and other subdivisions of this Thirteenth Supplement. The words 'herein" 'hereof'
and 'hereunder" and other words of sunilar unport refer to this Thirteenth Supplement as a whole and
not to any particular Section or other subdivision. Except where the context otherwise requires,
terms defined in this Thirteenth Supplement to unpart 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 rt exists on the date this Thu-teenth Supplement is adopted by the Crty 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 Thirteenth Supplement shall be effective
unmediately from and after its passage in accordance with the provisions of Section 1201 028 Texas
Government Code, and rt is accordingly so ordained.
20-
SIGNED AND SEALED THIS 21ST DAY OF D
Mayor U v
City of Fort Worth, Texas
~~~r
Crty Secretary ~~},.~~.
.~
w ~'~- ~ ~ (SEAL) '"~
APPROVED AS TO FORM AND LEGALITY ~ ~~," ., ~ ~~
~;
.~ .. ~:
`~ r, ~~
~ ~A ;••
~~ .. ,,~~C..}}rty Attorney
/iI~J~J~
21
SCHEDULE I
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE
REFUNDING AND IMPROVEMENT BONDS, SERIES 1996 dated January 1
1996 bonds maturing on February 15 m each of the years 2008 and 2009 in the
following principal amounts
2008 $3,895 000
2009 $4 105 000
aggregating $8,000 000 in principal amount- REDEMPTION DATE February 15
2006
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE
REFUNDING AND IMPROVEMENT BONDS, SERIES 1997 dated November 1
1997 all bonds maturing on February 15 in each of the years 2013 through 2017
inclusive, in the following principal amounts.
2013 $3,925 000
2014 $4 135 000
2015 $4,355 000
2016 $4,590 000
2017 $4,840 000
aggregating $21 845 000 in principal amount; REDEMPTION DATE February 15
2008
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE
REFUNDING AND IMPROVEMENT BONDS SERIES 1998 dated November 1
1998, all bonds maturing on February 15 in each of the years 2013 through 2016
inclusive, in the following principal amounts.
2013 $4,225 000
2014 $4 450 000
2015 $4 690 000
2016 $4 945 000
aggregating $18,310 000 in principal amount; REDEMPTION DATE February 15
2008
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE
BONDS, SERIES 2000 dated July 15 2000 all bonds maturing on February 15 in
each of the years 2016 through 2018 inclusive, and on February 15 2020 in the
following principal amounts.
22
2016 $1 655 000
2017 $1 760 000
2018 $1 875 000
2020 $4 110 000
aggregating $9 400 000 in principal amount, REDEMPTION DATE February 15
2010
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM
SUBORDINATE LIEN REVENUE BONDS, SERIES 1996 dated June 1 1996
bonds maturing on March 1 in each of the years 2012 through 2016 inclusive, m the
following principal amounts.
2012 $1 060 000
2013 $1 110 000
2014 $1 160 000
2015 $1,215 000
2016 $1,270 000
aggregating $5 815 000 in principal amount; REDEMPTION DATE March 1 2006
The redemption price for all ofthe obhgations described above is par plus accrued interest to the date
fixed for redemption.
23-
EXHIBIT A
That, as used in this Thirteenth 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 ii Section 5(a) of the
Thirteenth Supplement.
Authorized Denomination shall have the meaning graven said term in Section 3(a) of the
Thirteenth Supplement.
'Bonds means the Series 2005 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 1206 means Chapter 1206 Texas Government Code.
'Chapter 1207" means Chapter 1207 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 Thirteenth
Supplement.
Bonds.
'Eighth Supplement" means the ordinance authorizing the issuance of the Series 2000B
'Escrow Agreement" shall mean the Escrow Agreement between the City and the escrow
agent named therein, executed and delivered in connection with the refunding of the Refunded Bonds
'Fifth Supplement" means the ordinance authorizing the issuance ofthe Series 1997 Bonds.
'GASB means the Governmental Accounting Standards Board.
'MAC" means the Municnpal Advisory Council of Texas.
'Master Ordinance" means the 'Master Ordinance establishing the Cnty ofFort Worth Texas
Water and Sewer System Revenue Financing Program passed by the City on December 10 1991
'MSRB means the Municipal Securities Rulemaking Board.
'Ninth Supplement" means the ordinance authorizing the issuance of the Series 2001 Bonds.
Al
'NRMSIR means each person whom the SEC or vts staff has determined to be a nationally
recognized muricvpal securities vnformatvon repository within the meaning of the Rule from tune to
tune.
'Payvng Agent/Registrar" means the financval mstvtutvon specified m Section 5(a) of the
Thvrteenth Supplement.
'Previously Issued Parvty Bonds" means the Series 1996 Bonds, the Serves 1997 Bonds, the
Serves 1998 Bonds, the Serves 2000 Bonds, the Serves 2000B Bonds, the Serves 2001 Bonds, the
Series 2003 Bonds, the Serves 2003A Bonds and the Series 2004 Bonds.
'Purchase Contract" means the Bond Purchase Agreement relating to the Bonds, between the
City and Underwriters.
'Refunded Bonds" means those bonds vdentvfied u1 Schedule I attached to thus Ordinance.
'Regvstratvon Books" shall have the meanvrvg given said term vn 5ecrion 5(a) ofthe Thvrteenth
Supplement.
'Rule means SEC Rule 15c2 12, as amended from tune to tune.
SEC" means the United States Securvhes and Exchange Commvssvon.
'Serves 1996 Bonds" means the Cvty ofFort Worth, Texas Water and Sewer System Revenue
Refundvng and Improvement Bonds, Serves 1996, authorized by the Thvrd Supplement
'Serves 1997 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Refundvng and Improvement Bonds, Serves 1997 authorvzed by the Fifth Supplement.
'Serves 1998 Bonds" means the Cvty ofFort Worth, Texas Water and Sewer System Revenue
Refivndvng and Improvement Bonds, Serves 1998 authorvzed by the Sixth Supplement.
'Serves 2000 Bonds" means the Cvty ofFort Worth, Texas Water and Sewer System Revenue
Bonds, Serves 2000 authorvzed by the Seventh Supplement.
'Serves 2000B Bonds" means the Cvty of Fort Worth, Texas Water and Sewer System
Revenue Refundvng and Improvement Bonds, Serves 2000B authorvzed by the Evghth Supplement.
'Serves 2001 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Bonds, Serves 2001 authorvzed by the Ninth Supplement.
'Series 2003 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Refundvng and Improvement Bonds, Serves 2003 authorvzed by the Tenth Supplement.
'Serves 2003A Bonds" means the Cvty of Fort Worth, Texas Water and Sewer System
Revenue Refundvng Bonds, Serves 2003A, authorvzed by the Eleventh Supplement.
A2
'Series 2004 Bonds means the City of Fort Worth, Texas Water and Sewer System Auction
Rate Revenue Bonds, Series 2004 authorized by the Twelfth Supplement.
'Seventh Supplement" means the ordmance authorizing the issuance of the Series 2000
Bonds.
'SID" means any person designated by the State of Texas or an authorized department,
officer or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from tune to tune. The MAC currently acts as the SID for
the State of Texas.
'Sixth Supplement" means the ordmance authorizing the issuance of the Series 1998 Bonds.
'Surety Provider" means
'Tenth Supplement" means the ordinance authonzulg the issuance of the Bonds
'Term Bonds means those Bonds, ifany identified inthe Purchase Contract as 'termbonds"
'Third Supplement" means the ordmance author~zmg the issuance ofthe Series 1996 Bonds.
'Thu-teenth Supplement" means the ordmance authorizing the issuance of the Bonds.
'Twelfth Supplement" means the ordinance authorizing the issuance of the Series 2004
Bonds.
'Underwriters means A.G Edwards & Sons, Inc as senior managing underwriter together
with the investment banking firms that contract to purchase the Bonds pursuant to the terms of the
Purchase Contract.
A3
EXHIBIT B
FORM OF BOND
NO
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE
REFUNDING AND IMPROVEMENT BOND SERIES 2005
MATURITY DATE INTEREST RATE DATED DATE CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT AND DENTON COUNTIES TEXAS (the 'Issuer") hereby promises to pay to
or to the registered assignee hereof (either being hereinafter called the
'registered owner") the prmcipal amount of
and to pay interest thereon from the dated date specified above, on August 15 2005 and semiannually
on each February 15 and August 15 thereafter to the maturity date specified above, or the date of
redemption prior to maturity at the interest rate per annum specified above; except that if the Paying
Agent/Registrar's Authentication Certificate appearing on the face of this Bond is dated later than
August 15 2005 such interest is payable semiannually on each February 15 and August 15 following
such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable m lawful money of the
United States of America, without exchange or collection charges. The prmcipal of tlis Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
upon the date fixed for its redemption prior to maturity at the designated corporate trust office m
Mmneapohs, Minnesota (the 'Designated Trust Office') of Wells Fargo Bank, National Association,
which is the 'Paying Agent/Registrar" for this Bond. The payment of mterest on this Bond shall be
made by the Paying Agent/Registrar to the registered owner hereof on each mterest payment date by
check or draft, dated as of such mterest 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 mterest payment date, to the registered owner
hereof, at its address as it appeared on the last day of the month next preceding each such date (the
'Record Date') on the Registration Books kept by the Paying Agent(Registrar as hereinafter
described. Any accrued mterest due at maturity or upon the redemption of this Bond prior to
B-1
maturity as provided herein shall be paid to the registered owner upon presentation and surrender of
this Bond for redemption and payment at the Designated Trust Office of the Paying AgentlRegnstrar
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 rt 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 requnred to provide for the payment, m immediately available funds, of all
priicipal of and interest on the Bonds, when due.
IN THE EVENT of anon-payment of interest on a scheduled payment date, and for 30 days
thereafter anew record date for such interest payment (a Special Record Date') will be estabinshed
by the Paying Agent/Regnstrar 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 pnor 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 ofthe principal ofor interest on this Bond shallbe a Saturday
Sunday a legal holiday or a day on which banking institutnons in the City where the Designated Trust
Office ofthe Paying Agent/Registrar ns located are authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day which is not such a Saturday Sunday
legal holiday or day on which banking institutions are authorized to close and payment on such date
shall have the same force and effect as of made on the original date payment was due
Notwithstanding the foregoing, during any period in which ownership of the Bonds ns 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 ns one ofa series ofbonds oflike tenor and effect except as to number principal
amount, interest rate, maturity and right of pnor redemption, dated as of the dated date specified
above, aggregating $ (herein sometimes called the 'Bonds") issued for the purpose of
(i) refunding the Refunded Bonds (as defined in the Bond Ordinance} (ii) improving and extending
the System (as defined m the Master Ordinance), (iii) funding the Reserve Fund (as defined in the
Master Ordinance), and (iv) paying the costs of issuance associated with the Bonds. All capntalnzed
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 15 201 S may be redeemed
pnor to thee- scheduled maturities, at the option of the Issuer in whole, or ii part on February 15
2014 or on any date thereafter at the redemption price of the principal amount of the Bonds called
for redemption, plus accrued interest thereon to the date fixed for redemption, and without preirium,
provided, that during any period m which ownership of the Bonds is determined only by a book entry
B-2
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
THE BONDS are also subject to mandatory redemption in part by lot pursuant to the terms
of the Bond Ordinance, on 15 in each of the years 20_ through 20^ inclusive, with
respect to Bonds maturing 15 ZO_ in the following years and in the following amounts, at
a price equal to the principal amount thereof and accrued and unpaid interest to the date of
redemption, without prenuum:
Year Principal Amount
Final Maturity
To the extent, however that Bonds subject to sulking fund redemption have been previously
purchased or called for redemption in part and otherwise than from a sulking fund redemption
payment, each annual sulking fund payment for such Bond shall be reduced by the amount obtained
by multiplying the principal amount of Bonds so purchased or redeemed by the ratio which each
remaunung annual sunkung fund redemption payment for such Bonds bears to the total remaunung
sulking fund payments, and by rounding each such payment to the nearest $5 000 integral, provided,
that during any penod in wlvch ownership of the Bonds is determined only by a book entry at a
securities depository for the Bonds, the particular Bonds to be called for mandatory redemption shall
be selected in accordance with the arrangements between the Issuer 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 ihuted States mail, first-class postage
prepaid, addressed to each such registered owner at lus address shown on the Registration Books of
the Paying Agent/Registrar and (ii) at least 30 days pnor to the date fixed for such redemption, a
notice of such redemption shall either be published one tune or posted electromcally on the website
of a financial Iournal or publication of general circulation in the Umted States ofAmenca or the State
of Texas which carries as a regular feature notices of redemption of mumcipal bonds, provided,
however that the failure to send, mail, or receive such notice described in clause (i) above, or any
defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption ofany 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, plus accrued interest thereon to the date fixed
B-3
for redemption. If such nonce of redemption is given, and if due provision for such payment is made,
all as provided above, this Bond, or the portion hereof which is to be so redeemed, thereby auto-
matrcallyshall be redeemed prior to rts scheduled maturity and shall not bear or accrue interest after
the date fixed for rts redemption, and shall not be regarded as being outstanding except for the right
of the registered owner to receive the redemption price plus accrued interest to the date fixed for
redemption from the Paying Agent/Registrarout ofthe 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 many denomination or
denominations in any integral multiple of $5 000 (an Authorized Denomination') at the written
request of the registered owner and m 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 fullyregistered bonds, without interest
coupons, m the denomination of any Authorized Denomination. As provided in the Bond Ordinance,
this Bond may at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, converted into and exchanged for a like aggregate amount of fully registered Bonds,
without interest coupons, payable to the appropriate registered owner assignee or assignees, as the
case may be, having any authorized denomination or denominations as requested in writing by the
appropriate registered owner assignee or assignees, as the case maybe, 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 Ofi7ce,
together with proper instruments ofassignment, m form and with guarantee ofsignatures satisfactory
to the Paying Agent/Registrar evidencing assignment oftlus Bond or any portion or portions hereof
m any authox~zed 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
hereoffrom tune to tune 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 convert
ing and exchanging any Bond or portion thereof. In any cu'cumstance 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 conditionprecedent to the exercise ofsuchpnvilege. The fore
going 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 beguunung at the opening of
B-4
business 30 days before the day of the first mailing of a nonce 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 substan-
tially 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 ofholding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requu-ements of
the securities depository as to registering or transferring the book entry to produce the same effect.
BY BECOMING the registered owner of tins 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 ofthis Bond, the Master Ordinance and the Bond
Ordinance constitute a contract between each registered owner hereof and the Issuer
THE BONDS are special obligations of the Issuer payable solely from and equally secured
by a first hen on and pledge of the Pledged Revenues of the System. The Issuer has reserved the
nght, 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 hen
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 ISSiTER 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 oftlis
obligation out of any funds raised or to be raised by taxation.
IT IS HEREBY certified and covenanted that this Bond has been duly and validly authorized,
issued and delivered, and that all acts, conditions and things required or proper to be performed, exist
and be done precedent to or in the authorization, issuance and delivery of this Bond have been
performed, existed and been done in accordance with law
B-5
IN WITNESS WHEREOF this Bond has been signed with the unpnnted or Irthographed
manual or facsunile signature of the Mayor of said Issuer attested by the unprmted or lithographed
facsimile signature of the City Secretary and approved as to form and legality by the unprinted or
)lthographed facsmile signature of the City Attorney and the official seal of said Issuer has been duly
affixed to pruned, lithographed or unpressed on this Bond.
CITY OF FORT WORTH, TEXAS
(SEAL)
By
Mayor
ATTEST
Crty Secretary
APPROVED AS TO FORM AND LEGALITY
City Attorney
B-6
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompamed 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 WELLS FARGO BANK, NATIONAL ASSOCIATION
Paying Agent/Registrar
By
Authorized Signatory
B-7
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 vahdrty 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
(SEAL)
NOTE TO PRINTER.
*¶ not to be pruned on Bonds
Comptroller of Public Accounts of
the State of Texas
B-8
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
I
(Please prmt or typewrite name and address, mcludmg zip code of Transferee)
the within Bond and all rights thereunder and hereby
irrevocably constitutes and appamts
attorney to register the transfer of the wrthm Bond on the
books kept for registration thereof, with full power of
substitution irl the prerrirses.
Dated.
Signature Guaranteed.
NOTICE Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company
NOTICE The signature(s) above must
correspond with the name of the Registered
Owner as it appears upon the front of tlns
Bond iri every particular without alteration or
enlargement or any change whatsoever
B-9
Exhibit C
to Thirteenth
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 17 of this Thirteenth Supplement
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Crty 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 1 b contained in the Official Statement, and
'Excerpts from the Annual Financial Report" as set forth in Appendix B to the
Official Statement
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
m the notes to the financial statements referred to in paragraph 1 above
THE STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
I, Marty Hendrix, 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 December 21
2004 and of the ordinance authorizing the issuance of Water and Sewer System Revenue Refunding
and Improvement Bonds, wlvch was duly passed at said meeting, and that said copy is a true and
correct copy of said excerpt and the whole of said ordnance Said meeting was open to the public,
and public notice ofthe tune, place, and purpose of said meeting was given, all as required by Chapter
551 Texas Government Code, as amended.
In testunony whereof, I have set my hand and have hereunto affixed the seal of said Crty of
Fort Worth, this day of December 2004
City Secretary of the
Crty of Fort Worth, Texas
(SEAL)