HomeMy WebLinkAboutOrdinance 18953-12-2009ORDINANCE ND,18953-12-2409
SEVENTEENTH SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE GF CITY GF FGRT WGRTH, TEXAS
WATER AND SEWER SYSTEM REVENUE BGNDS, SERIES 2049
IN THE AGGREGATE PRINCIPAL AMGUNT OF $1 b,265,000;
APPRGVING THE SALE OF THE BONDS TG THE TEXAS WATER DEVELOPMENT BOARD;
REPEALING ALL ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING THAT THIS
ORDINANCE SHALL BE IN FORCE AND EFFECT FRGM AND AFTER THE DATE GF ITS
PASSAGE.
THE STATE DF TEXAS
CGUNTIES DF TARRANT AND DENTDN
CITY OF FORT WORTH
WHEREAS, the City of Fort Worth, Texas the "City" or the "Issuer"}, a "home-rule" city
operating under ahome-rule charter adopted pursuant to Section 5 of Article XI of the Texas Constitution,
with a population according to the latest federal decennial census of in excess of 54,000, has established
and currently owns and operates a combined waterworks and sanitary sewer system (the "System"}; and
WHEREAS, the City heretofore has established the City of Fort Worth, Texas Water and Sewer
System Revenue Financing Program for the purpose of providing a financing structure for revenue
supported Indebtedness of the System; and
WHEREAS, said Program was established pursuant to the terms of a "Master Ordinance
Establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program" the
"Master ordinance"}; and
WHEREAS, unless otherwise defined herein, terms used herein shall have the meaning given in
the Master Ordinance; and
WHEREAS, the Master Grdinance authorizes revenue supported indebtedness to be issued,
incurred or assumed pursuant to the terms of supplemental ordinances zany such ordinance being a
"Supplement"}; and
WHEREAS, pursuant to the terms of the Master Ordinance, the City has adopted sixteen
Supplements designated as the "First Supplement", "Second Supplement", "Third Supplement", "Fourth
Supplement", "Fifth Supplement", "Sixth Supplement", "Seventh Supplement", "Eighth Supplement",
"Ninth Supplement", "Tenth Supplement", "Eleventh Supplement", "Twelfth Supplement", "Thirteenth
Supplement", "Fourteenth Supplement", 'Fifteenth Supplement" and "Sixteenth Supplement",
respectively, and the "Prior Supplements",collectively} pursuant to which ~i}the City of Fort Worth,
Texas Water and Sewer System Revenue Refunding Bonds, Series 1991 A and Series
1991B, the City of Fort North, Texas Water and Sewer System Revenue Refunding
Bonds, Series 1993, the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and
Improvement Bonds, Series 1996, the City of Fort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 1997, the City of Fort Worth, Texas Water and Sewer
System Revenue Refunding and Improvement Bonds, Series 1998, the City of Fort Worth, Texas
Water and Sewer System Revenue Bonds, Series 2000, the City of Fort Worth, Texas Water and
Sewer System Revenue Refunding and Improvement Bonds, Series 2000B, the City of Fort Worth,
Texas Water and Sewer System Revenue Bonds, Series 2001, the City of Fort Worth, Texas Water
and Sewer System Revenue Refunding and Improvement Bonds, Series 2003, the City ofFort Worth,
Texas Water and Sewer System Revenue Refunding Bonds, Series 2003A, the City of Fort Worth,
Texas Water and Sewer System Auction Rate Revenue Bonds, Series 2004, the City of Fort Worth,
Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2005, the City
of Fort North, Texas Water and Sewer System Revenue Refunding Bonds, Series 2005A, the City of
Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2007 and the City of Fort
Worth, Texas Water and Sewer System Revenue Bonds, Series 2008 were issued, and iii}the City
entered into two respective ISDA Master Agreements preferred to herein as the "Swap Agreements"},
one with Lehman Brothers Special Financing Inc., and the other with GBDP, L.P.; and
WI~REAS, the aforesaid Series 1991A Bonds, Series 1991B Bonds, Series 1993 Bonds,
Series 1996 Bonds, Series 1997 Bonds and Series 2004 Bonds are no longer are outstanding, and the
aforesaid Series 1998 Bonds, Series 2000 Bonds, Series 2000B Bonds, Series 2001 Bonds, Series
2003 Bonds, Series 2003A Bonds, Series 2005 Bonds, Series 2005A Bonds, Series 2007 Bonds and
Series 2008 Bonds are hereinal`ter referred to as the "Previously Issued Parity Bonds"; and
WIIEREAS, the Swap Agreements entered into pursuant to the terms of the Fourth
Supplement by their respective terms have expired, and the City has no further obligations thereunder;
and
WIIEREAS, the Previously Issued Parity Bonds are secured by a first lien on and pledge of
the Pledged Revenues of the System; and
WHEREAS, in addition to the Previously Issued Parity Bonds, the City has authorized the
issuance of up to $150,000,000 of its Water and Sewer System Commercial Paper Notes, Series A
the "Commercial Paper Notes"}, for the purpose of providing a method of interim financing to
improve and extend the City's Water and Sewer System; and
WHEREAS, in connection with the Commercial Paper Notes, the City has obtained a line of
credit from Bank of America, N.A. the "Bank"}; and
WHEREAS, the obligations of the City under the agreement with the Bank are secured by a
lien on and pledge of the Pledged Revenues of the System, subordinate to the lien on and pledge of
the Pledged Revenues of the System in favor of the owners of the Previously Issued Parity Bonds;
and
WHEREAS, the City currently does not have any Commercial Paper Notes outstanding; and
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WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
Chapter 1502, Texas Government Code, and other applicable laws, for the purpose of extending and
improving the City's combined water and sewer system, to-wit, extending and improving the water
system, as further described in this Ordinance; and
WHEREAS, the Texas Water Development Board ~"TWDB" or the "Board"},has committed
to purchase the bonds hereinafter authorized pursuant to Subchapter J of Chapter 15, Texas Water
Code; and
WI~REAS, the Board intends to fund the purchase of the bonds hereinafter authorized from
moneys made available to the Board pursuant to The American Recovery and Reinvestment Act of
2009 ~"ARRA"}; and
WHEREAS, exercising authority consistent with the provisions of ARRA, the Board has
determined that the interest rate to be borne by the bonds hereinafter authorized shall be zero percent;
and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
Chapter 1502, Texas Government Code, for the purposes set forth above.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL 4F THE CITY OF
FGRT WGRTH, TEXAS
SECTION 1. DEFINITIONS. That in addition to the definitions set forth in the preamble of
this Seventeenth Supplement, the terms used in this Seventeenth Supplement except in the FORM
GF BGND} and not otherwise defined shall have the meanings given in the Master Ordinance, the
Prior Supplements or in Exhibit A to this Seventeenth Supplement. Any references in this
Seventeenth Supplement to the "FORM ~F BGND" shall be to the form of the Bonds as set forth in
Exhibit B to this Seventeenth Supplement.
Section 2. BGNDS AUTHORIZED, That there shall be authorized to be issued, sold, and
delivered hereunder the Bonds, numbered consecutively from R-1 upward, payable to the initial
registered owner thereof, or to the registered assignee or assignees of the Bonds or any portion or
portions thereof, in the denomination of $5,000 or any integral multiple thereof fan "Authorized
Denomination"}, The Bonds are hereby authorized to be issued in the aggregate principal amount of
$1 b,2~5,000 for the purpose of ~i} extending and improving the City's combined water and sewer
system, to-wit, extending and improving the water system, and ~ii}paying the costs of issuance ofthe
Bonds. The Bonds shall be designated as the "City of Fort Warth, Texas Water and Sewer
System Revenue Bonds, Series 2009".
Section 3. DATES AND MATURITIES. That the Bonds shall be dated December 1, 2009,
shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be numbered
consecutively from R-1 upward, and shall mature on February 15 in each of the years, and in the
amounts, respectively, as set forth in the following schedule:
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AGGREGATE
PRINCIPAL
YEARS AMoUNTs ,~~
2011 S 10, 000
2012 810,000
2013 810,000
2014 810,000
2015 810,000
2016 510,000
2017 510,000
2015 515,000
2019 515, 000
2020 815,000
AGGREGATE
PRINCIPAL
~ARs AMoUNTs ~
2021 S 15, 000
2022 S 15, 000
2023 S 15, 000
2024 S 15, 000
2025 815,000
2026 815, 000
2027 815,000
2028 815,000
2029 815,000
203 0 S 15, 000
The Bonds shall not bear interest prior to their stated maturities. The TwDB will purchase the Bonds
in the manner described in Section 26 hereof.
Section 4. RIGHT of PRIOR REDEMPTION. ~a} o tional Redem tion. That the City re-
serves the right to redeem the Bonds in whole or in part in principal amounts of $5,000 or any
integral multiple thereof, and if in part, in inverse order of maturity, upon the written approval of the
Executive Administrator, on February 15, 2011, or on any date thereafter, at the redemption price of
par. If less than all of the Bonds are to be redeemed by the City, the City shall determine the maturity
or maturities and the amounts thereof to be redeemed and shall direct the Paying AgentlRegistrar to
call by lot Bonds, or portions thereof, within such maturity or maturities and in such principal
amounts, for redemption.
fib} 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 X60} days nor less than
thirty X30} days prior to the date fixed for such redemption by depositing such notice in the United
States mail, first-class postage prepaid, addressed to each such registered owner at his address shown
on the Registration Books of the Paying AgentlRegistraravd iii} at least thirty ~3 0}days prior to the
date fixed for such redemption, a notice of such redemption shall either be published one time or
posted electronically on the website of a financial journal or publication of general circulation in the
United States of America or the State of Texas which carries as a regular feature notices of
redemption of municipal bonds; provided, however, that the failure to send, mail, or receive such
notice described in clause ~i} above, or any defect therein or in the sending or mailing thereof, shall
not affect the validity or effectiveness of the proceedings for the redemption of any Bond, as
publication or posting of notice as described in clause iii} above shall be the only notice actually
required in connection with or as a prerequisite to the redemption of any Bonds. By the date fixed for
any such redemption due provision shall be made by the City with the Paying AgentlRegistrarfnr the
payment of the required redemption price for the Bonds or the portions thereof which are to be so
redeemed. If such notice of redemption is given, and if due provision for such payment is made, all as
provided above, the Bonds, or the portions thereof which are to be so redeemed, thereby
automatically shall be redeemed prior to their scheduled maturities, and shall not be regarded as being
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outstanding except for the right of the owner to receive the redemption price from the Paying
AgentlRegistrarout ofthe funds provided for such payment. The Paying AgentlRegistrar shall record
in the Registration Books all such redemptions of principal of the Bonds or any portion thereof. If a
portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity date,
bearing interest at the same rate, in any Authorized Denomination at the written request of the owner,
and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in this
Seventeenth Supplement. The maturities of Bonds to be called for redemption shall be determined by
the City. The Bonds or portions to be redeemed within each such maturity shall be selected by lot or
other customary random method selected by the Paying AgentlRegistrar 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 Paying AgentlRegistrar of any such redemption of Bonds at least sixty X60}calendar days for such
shorter period as is acceptable tothe Paying AgentlRegistrar} prior to such redemption.
~c} Additional Notice. ~i} In addition to the manner of providing notice of redemption of
Bonds as set forth above, the Paying AgentlRegistrar shall give notice of redemption of Bonds by
United States mail, first-class postage prepaid, at least thirty X30} days prior to a redemption date to
the MSRB and to any national information service that disseminates redemption notices. In addition,
in the event of a redemption caused by an advance refunding of the Bonds, the Paying
AgentlRegistrar shall send a second notice of redemption to the persons specified in the immediately
preceding sentence at least thirty X30} days but not more than ninety X90} days prior to the actual
redemption date. Any notice sent to the MSRB or such national information services shall be sent so
that they are received at least two ~2} days prior to the general mailing or publication date of such
notice. The Paying AgentlRegistrar 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 X60}days after the redemption
date.
iii} Each redemption notice, whether required in the FORM QF BAND or otherwise by this
Seventeenth Supplement, shall contain a description of the Bonds to be redeemed including the
complete name of the Bonds, the series, the date of issue, the interest rate, the maturity date, the
CUSIP number, if any, the amounts called for redemption, the publication and mailing date for the
notice, the date of redemption, the redemption price, the name of the Paying AgentlRegistrarcnd the
address at which the Bond may be redeemed including a contact person and telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar tothe registered owners of
the Bonds shall include a CUSIP number relating to each amount paid to such registered owner.
Section 5. CHARACTERISTICS CAF THE BANDS. ~a} Re istration Transfer Conversion
and Exchan e' Authentication. The City shall keep or cause to be kept at the designated corporate
trust office of Wells Fargo Bank, National Association the ""Paying AgentlRegistrar"}, 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 AgentlRegistrar asits 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 AgentlRegistrarmcy prescribe; and the
Paying AgentlRegistrarshcll make such registrations, transfers, conversions and exchanges as herein
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provided. The City shall have the right to inspect at the Designated Trust Qffice the Registration
Books during regular business hours of the Paying AgentlRegistrar, but otherwise the Paying
AgentlRegistrarchall keep the Registration Books confidential and, unless otherwise required by law,
shall not permit their inspection by any other entity. Except as otherwise provided in the FORM QF
BAND, the owner of each Bond requesting a conversion, transfer, exchange and delivery of such
Bond shall pay the Paying AgentlRegistrar's standard or customary fees and charges for making such
registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration
of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided
and with the effect stated in the in the FARM OF BAND. Each substitute Bond shall bear a letter
andlor number to distinguish it from each other Bond. An authorized representative of the Paying
AgentlRegistrar shall, before the delivery of any such Bond, date and manually sign the "Paying
AgentlRegistrar's Authentication Certificate" in the form set forth in the FARM OF BAND the
"Authentication Certificate"}, and, except as provided below, no such Bond shall be deemed to be
issued or Qutstanding 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 FARM OF BAND.
The Paying AgentlRegistrar promptly shall cancel all paid Bonds and Bonds surrendered for conver-
sionand exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the
governing body of the City or any other body or person so as to accomplish the foregoing conversion
and exchange of any Bond or portion thereof, and the Paying AgentlRegistrar shall provide for the
printing, execution, and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to
Chapter ~ 206, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the
Paying AgentlRegistrar, and, upon the execution of the Authentication Certificate, the converted and
exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same
effect as the Bonds which initially were issued and delivered pursuant to this Seventeenth
Supplement, approved by the Attorney General, and registered by the Comptroller of Public
Accounts. As of the date this Seventeenth Supplement is approved by the City, the Designated Trust
Q~ice is the Fort Worth, Texas corporate trust office of Wells Fargo Bank, National Association.
fib} Payment of Bonds. The City hereby further appoints the Paying AgentlRegistrar to act as
the paying agent for paying the principal of, and premium, if any, on the Bonds, all as provided in this
Seventeenth Supplement. The Paying AgentlRegistrar shall keep proper records of all payments
made by the City and the Paying AgentlRegistrar 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 such Bonds to be payable only to the registered owners thereof, ~11}
may be redeemed prior to their scheduled maturities, viii} may be transferred and assigned, Div}maybe
converted and exchanged for other Bonds, ~v} shall have the characteristics, Zvi} shall be signed,
sealed, executed and authenticated, vii}the principal of the Bonds shall be payable, and viii} shall be
administered and the Paying AgentlRegistrar and the City shall have certain duties and responsibilities
with respect to the Bonds, all as provided, and in the manner and to the effect as required or indi-
cated, in the FORM QF BQND, The Bonds initially issued and delivered pursuant to this
Seventeenth Supplement are not required to be, and shall not be, authenticated by the Paying
AgentlRegistrar, but on each substitute Bond issued in conversion of and exchange for any Bond or
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Bonds issued under this Seventeenth Supplement the Paying AgentlRegistrar shall execute the
Authentication Certificate.
~d} Substitute Pa.~g A eng tlRegistrar. The City covenants with the owners of the Bonds that
at all times while the Bonds are outstanding a competent and legally qualified entity shall act as and
perform the services of Paying AgentlRegistrar for the Bonds under this Seventeenth Supplement,
and that the Paying AgentlRegistrar will be one entity. Such entity may be the City, to the extent
permitted bylaw, 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 AgentlRegistrarugon
not less than one hundred and twenty ~ 120} days written notice to the Paying AgentlRegistrar, to be
effective not later than sixty X60} days prior to the next principal payment date after such notice. In
the event that the entity at any time acting as Paying AgentlRegistrar for its successor by merger,
acquisition, or other method} should resign or otherwise cease to act as such, the City covenants that
promptly it will appoint a competent and legally qualified entity to act as Paying AgentlRegistrar
under this Seventeenth Supplement. Upon any change in the Paying AgentlRegistrar, the previous
Paying AgentlRegistrar promptly shall transfer and deliver the Registration Books for a copy thereol},
along with all other pertinent books and records relating to the Bonds, to the new Paying
AgentlRegistrar designated and appointed by the City. Upon any change in the Paying
AgentlRegistrar, the City promptly will cause a written notice thereof to be sent by the new Paying
AgentlRegistrar toeach owner of the Bonds, by United States mail, first-class postage prepaid, which
notice also shall give the address of the new Paying AgentlRegistrar. By accepting the position and
performing as such, each Paying AgentlRegistrar shall be deemed to have agreed to the provisions of
this Seventeenth Supplement, and a certified copy of this Seventeenth Supplement shall be delivered
to each Paying AgentlRegistrar.
fie} De osito Trust Com an .The Bonds issued in exchange for the Bonds initially issued
to the purchaser specif ed herein shall be initially issued in the form of a separate single fully
registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such
Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company of
New York ~"DTC"}, and except as provided in subsection ~i} hereof, all of the outstanding Bonds
shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City
and the Paying AgentlRegistrar shall have no responsibility or obligation to any securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf
DTC was created ~"DTC Participant"} to hold securities to facilitate the clearance and settlement of
securities transactions among DTC Participants or to any person on behalf of whom such a DTC
Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the
City and the Paying AgentlRegistrar shall have no responsibility or obligation with respect to ~i}the
accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership
interest in the Bonds, iii} the delivery to any DTC Participant or any other person, other than a
registered owner of Bonds, as shown on the Registration Books, of any notice with respect to the
Bonds, or viii}the payment to any DTC Participant or any other person, other than a registered owner
of Bonds, as shown in the Registration Books of any amount with respect to principal of the Bonds.
Notwithstanding any other provision of this Seventeenth Supplement to the contrary, the City and the
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Paying AgentlRegistrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal with respect to such Bond, for the purpose of registering transfers with respect to such
Bond, and for all other purposes whatsoever. The Paying AgentlRegistrar shall pay all principal of
the Bonds only to or upon the order of the registered owners, as shown in the Registration Books as
provided in this Seventeenth Supplement, or their respective attorneys duly authorized in writing, and
all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with
respect to payment of principal of the Bonds to the extent of the sum or sums so paid. No person
other than a registered owner, as shown in the Registration Books, shall receive a Bond evidencing
the obligation of the City to make payments of principal pursuant to this Seventeenth Supplement.
Upon delivery by DTC to the Paying AgentlRegistrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co." in this
Seventeenth Supplement shall refer to such new nominee of DTC.
~~} Re lacement of DTC. In the event that the City determines that DTC is incapable of
discharging its responsibilities described herein and in the representation letter of the City to DTC or
that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain
certificated Bonds, the City shall ~i} appoint a successor securities depository, qualified to act as such
under Section ~ 7~a} of the Securities and Exchange Act of ~ 934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Bonds to such successor securities depository or iii}notify DTC and DTC Participants of the
availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants
having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted
to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but
may be registered in the name of the successor securities depository, or its nominee, or in whatever
name or names registered owners transferring or exchanging Bonds shall designate, in accordance
with the provisions of this Seventeenth Supplement. The foregoing notwithstanding, for so long as
TWDB is an owner of any outstanding Bond, the City will not discontinue the DTC book-entry
system without the consent of TWDB .
U} Re resentation Letter. In connection with the initial establishment of the foregoing book-
entry system with DTC, the City heretofore has executed a "Blanket Letter of Representations"
prepared by DTC in order to implement the book-entry system described above. Notwithstanding any
other provision of this Seventeenth Supplement to the contrary, so long as any Bond is registered in
the name of Cede & Co., as nominee of DTC, all payments with respect to principal of such Bond and
all notices with respect to such Bond shall be made and given, respectively, in the manner provided in
the representation letter of the City to DTC.
(k) Delivery Procedures. (1) The Paying Agent/Registrar for the Bonds shall act as the
closing agent for the delivery of the Bonds to the TWDB, and in connection therewith, the Paying
Agent/Registrar understands the Bonds are to be delivered in installments to the TWDB using the
book-entry only system provided by DTC.
(2) The City agrees to cause to be delivered to the Paying Agent/Registrar one (1) initial
Bond for each maturity numbered R-1 through R-20 (the "Initial Bonds") and registered to the
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TWDB following the approval by the Attorney General of the State of Texas and the registration by
the Comptroller of Public Accounts. Additionally, the City shall cause to be deposited with the
Paying AgentlRegistrar asufficient inventory of definitive Bonds to be completed and delivered by
the Paying AgentlRegistrar to DTC in exchange for each initial Bond when and as payment for the
Bonds occurs by the TWDB.
~3} The Bonds shall be delivered, in whole or in part, in numerical order beginning with Bond
No. R-1, upon payment by the TWDB of the principal amount of the Bonds to be delivered bless any
administrative fee of the TWDB}, as specified by the TWDB. Such initial installment delivery of
Bonds shall be accomplished by the delivery to DTC, for the account of the TWDB, of a definitive
Bond or Bonds in the appropriate principal amount or amounts, registered in the name of Cede &
Co., as nominee of DTC. with each installment delivery, the Paying AgentlRegistrarchall complete
the Authentication Certificate on each definitive Bond delivered to DTC by noting thereon the date of
its registration and delivery and having an authorized officer execute such Bond on behalf of the
Paying AgentlRegistrar. Simultaneously with the issuance of definitive Bonds to the DTC, the Paying
AgentlRegistrar shall cancel Initial Bonds of like maturities and principal amounts.
~4} To the extent that there is an installment delivery of Bonds representing a partial amount
of the principal amount due and payable on the Bonds in a year, the Paying AgentlRegistrar shall
cause a definitive Bond to be issued and delivered to DTC in the amount advanced and shall indicate
on the Principal Advancement Ledger on the Initial Bond the partial amount advanced for such
maturity, the date of advancement, and the principal amount remaining to be advanced. The date of
advancement shall be indicated on the definitive Bond as its Registration Date. The Initial Bond, to
be held in escrow by the Paying AgentlRegistrar, shall represent the portion of the undelivered
principal amount yet to be advanced. Upon each additional advancement of funds, the Paying
AgentlRegistrar shall note on the Principal Advancement Ledger of the Initial Bond the additional
amount advanced, the date of the additional advancement, and the remaining undelivered principal
amount. Simultaneously, the Paying Agent shall issue and deliver to DTC a definitive Bond for the
additional amount advanced. Dnce the entire principal amount for a particular maturity has been
advanced through the issuance of multiple, definitive Bonds, the Paying Agent shall cancel the Initial
Bond for such maturity.
~5} With each installment delivery of Bonds to the DTC for the account of the TWDB, the
Paying AgentlRegistrar shall complete ~i} a receipt for such delivery, duly executed and dated,
identifying the amount paid and the principal amount of definitive Bonds delivered to DTC in
substantially the form attached hereto as Exhibit B and iii} a No Litigation Certificate, and forward
one copy of such receipt and No Litigation Certificate to the TWDB and to bond counsel.
fib} The City agrees to notify the Paying AgentlRegistrar and the TWDB of any litigation
pending or threatened restraining or enjoining the issuance and delivery of the Bonds or in any manner
questioning the proceedings or authority for issuance of the Bonds. Upon such notice, the Paying
AgentlRegistrartyill cease to deliver any Bonds unless advised by both the City and the TWDB that
deliveries of the Bonds maybe reinstated.
(7) The Paying Agent/Registrar shall cause the proceeds of the sales received from each
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installment delivery of the Bonds to be immediately transmitted to the City for deposit to the credit of
the Project Fund, in accordance with instructions received by the City.
~S} The Paying AgentlRegistrar shall not be liable for any act done or step taken or omitted
by it or any mistake of fact or law, except for its negligence or default or failure in the performance of
any obligation imposed upon it by this Seventeenth Supplement as closing agent. The Paying
AgentlRegistrar shall not be responsible in any manner for any proceedings in connection with the
Bonds or recitals contained therein.
Section 6, FORM OF BONDS. ~a} Form of Bonds. That the form of all Bonds, including
the form of the Authentication Certificate, the form of Assignment, and the form of the Comptroller's
Registration Certificate to be attached only to the Bonds initially issued and delivered pursuant to this
Seventeenth Supplement, shall be, respectively, substantially as set forth in Exhibit B, with such
appropriate variations, omissions, or insertions as are permitted or required by this Seventeenth
Supplement.
fib} Printin Bond Counsel ~ inion and Statement of Insurance. The printer of the Bonds is
hereby authorized to print on the Bonds the form of bond counsel's opinion relating to the Bonds, and
is hereby authorized to print on the Bonds an appropriate statement of insurance furnished by a
municipal bond insurance company providing municipal bond insurance, if any, covering all or any
part of the Bonds.
Section 7. ESTABLISHMENT DF FINANCING PROGRAM AND ISSUANCE OF
PARITY OBLIGATIONS . That by adoption of the Master Ordinance the City has established the
City of Fort worth, Texas Water and Sewer System Revenue Financing Program for the purpose of
providing a financing structure for revenue supported indebtedness of the System. The Master
Ordinance is intended to establish a master plan under which revenue supported debt of the System
can be incurred. This Seventeenth Supplement provides for the authorization, issuance, sale, delivery,
form, characteristics, provisions of payment and redemption, and security of the Bonds which are a
series of Parity Obligations. The Master Ordinance is incorporated herein by reference and as such
made a part hereof for all purposes, except to the extent modified and supplemented hereby, and the
Bonds are hereby declared to be Parity Obligations under the Master Ordinance. The City hereby
determines that it will have sufficient funds to meet the financial obligations of the System, including
sufficient Pledged Revenues to satisfy the Annual Debt Service Requirements of the System and to
meet all financial obligations of the City relating to the System.
Section S. PLEDGE. ~a} That the Bonds are and shall be secured by and payable from a first
lien on and pledge of the Pledged Revenues; and the Pledged Revenues are further pledged to the
establishment and maintenance of the Debt Service Fund, and to the Reserve Fund to the extent
hereinafter provided. The Bonds are and will be secured by and payable only from the Pledged
Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties,
whether real, personal, or mixed, constituting the System.
(b) Chapter 1208 applies to the issuance of the Bonds and the pledge of the Pledged
Revenues granted by the City under subsection (a) of this Section, and such pledge is therefore valid,
to
effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and
unpaid such that the pledge of the Pledged Revenues granted by the City is to be subject to the filing
requirements of Chapter 9, 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 City agrees to
take such measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of Chapter 9, 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 shall not be made to the credit of the Reserve
Fund with respect to the Bonds, for the reasons described in Section 12~b} of this Seventeenth
Supplement.
Section 11. INVESTMENTS. That investments shall be sold promptly when necessary to
prevent any default in connection with the Bonds. Earnings derived from the investment of moneys
on deposit in the various Funds and Accounts shall be credited to the Fund or Account from which
moneys used to acquire such investment shall have come. Moneys shall be invested in accordance
with the City's investment policy, adopted and maintained in the manner provided in Chapter 2256.
Section ~ 2. FLOW OF FUNDS. That all monies in the System Fund not required for paying
operating Expenses during each month shall be applied by the City, on or before the 10th day of the
following month, commencing during the months and in the order of priority with respect to the
Funds and Accounts that such applications are hereinafter set forth in this Section.
~a} Debt Service Fund - To the credit of the Debt Service Fund, 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 iii}the month in which
the Bonds are delivered, or the month thereafter if delivery is made after the 10th day thereof, as will
be sufficient, together with other amounts, if any, in the Debt Service Fund available for such
purpose, to pay the principal including mandatory sinking fund redemption payments, if any}
scheduled to mature or come due on the Bonds on the next succeeding principal payment date or
mandatory sinking fund redemption date, as the case maybe.
fib} Reserve Fund. Beginning on the 10th day of the month following the delivery of the
Bonds to the purchasers thereof, and continuing for sixty X60} months thereafter, the City shall
deposit to the credit of the Reserve Fund an amount equal to X160 of the Required Reserve Amount
for the Bonds. Thereafter, when and so long as the Reserve Fund Obligations in the Reserve Fund are
not less than the Required Reserve Amount, no deposits need be made to the credit of the Reserve
Fund. When and if the Reserve Fund at any time contains less than the Required Reserve Amount
due to any other cause or condition then, subject and subordinate to making the required deposits to
the credit of the Debt Service Fund, commencing with the month during which such deficiency
occurs, such deficiency shall be made up from the next available Pledged Revenues or from any other
sources available for such purpose, in monthly installments of not Less than 1112 of the Required
Reserve Amount, in the manner provided in the Master Ordinance.
Section 13. PAYN~NT OF BONDS. That on or before each principal payment date
thereafter while any of the Bonds are Outstanding and unpaid, the City shall make available to the
Paying AgentlRegistrar, out of the Debt Service Fund hand the Reserve Fund, if necessary} monies
sufficient to pay such principal amount of the Bonds, as shall become due, on such dates at maturity
or by redemption prior to maturity. The Paying AgentlRegistrar shall destroy all paid Bonds and
furnish the City with an appropriate certificate of cancellation or destruction.
Section 14. A.N~NDMENT OF SEVENTEENTH SUPPLEMENT. ~a} That the owners
of a majority in Outstanding Principal Amount of the Bonds shall have the right from time to time to
approve any amendment to this Seventeenth Supplement which may be deemed necessary or desirable
by the City, provided, however, that nothing herein contained shall permit or be construed to permit
the amendment of the terms and conditions in this Seventeenth Supplement or in the Bonds so as to:
~ 1 } Make any change in the maturity of any of the Outstanding Bonds;
~2} Reduce the amount of the principal payable on the Qutstanding Bonds;
~3} Modify the terms of payment of principal of or premium, if any, on the Outstanding
Bonds or impose any conditions with respect to such payment;
~4} Affect the rights of the owners of less than all of the Bonds then Outstanding;
~5} Amend this clause ~a} of this Section; or
~6} Change the minimum percentage of the principal amount of Bonds necessary for
consent to any amendment;
unless such amendment or amendments shall be approved by the owners of all of the Bonds then
Outstanding.
fib} That if at any time the City shall desire to amend the Seventeenth Supplement under this
Section, the City shall cause notice of the proposed amendment to be published in a f nancial
newspaper or journal published in the City of New York, New York, and a newspaper of general
circulation in the City, once during each calendar week for at least two ~2}successive calendar weeks.
Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy
thereof is on file at the principal office of the Paying AgentlRegistrar for inspection by all owners of
the Bonds. Such publication is not required, however, if notice in writing is given to each owner of
the Bonds.
~c} That whenever at any time not less than thirty ~3 0} days, and within one year, from the
date of the first publication of said notice or other service of written notice the City shall receive an
instrument or instruments executed by the owners of at least a majority in Outstanding Principal
Amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed
amendment described in said notice and which specifically consent to and approve such amendment in
substantially the form of the copy thereof on file with the Paying AgentlRegistrar, the governing body
of the City may pass such amendment in substantially the same form.
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~d} That upon the passage of any such amendment pursuant to the provisions of this Section,
this Seventeenth Supplement shall be deemed to be amended in accordance with such amendment,
and the respective rights, duties and obligations under this Seventeenth Supplement of the City and all
the owners of then outstanding Bonds shall thereafter be determined, exercised and enforced
hereunder, subject in all respects to such amendment.
fie} That any consent given by the owners of a Bond pursuant to the provisions ofthis Section
shall be irrevocable for a period of six fib} months from the date of the first publication of the notice
provided for in this Section, and shall be conclusive and binding upon all future owners of the same
Bond during such period. Such consent may be revoked at any time after six months from the date of
the first publication of such notice by the owner who gave such consent, or by a successor in title, by
filing written notice thereof with the Paying AgentlRegistrar and the City, but such revocation shall
not be effective if the owners of at least a majority in Outstanding Principal Amount of the Bonds
have, prior to the attempted revocation, consented to and approved the amendment.
~~} The foregoing provisions of this Section notwithstanding, the City by action of the City
Council may amend this Seventeenth Supplement without the consent of any owner of the Bonds or
any other Parity obligations, solely for any one or more of the following purposes:
~ 1 } To add to the covenants and agreements of the City in this Seventeenth
Supplement contained, other covenants and agreements thereafter to be observed, grant
additional rights or remedies to the owners of the Bonds or to surrender, restrict or limit any
right or power herein reserved to or conferred upon the City;
~2} To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Seventeenth
Supplement, or in regard to clarifying matters or questions arising under this Seventeenth
Supplement, as are necessary or desirable and not contrary to or inconsistent with this
Seventeenth 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 Seventeenth 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 modif cation shall cease
to be outstanding;
~4} To make such amendments to this Seventeenth Supplement as may be required, in
the opinion of Bond Counsel, to ensure compliance with sections 103 and 141 through 150 of
the Code and the regulations promulgated thereunder and applicable thereto;
~5} To make such changes, modifications or amendments as may be necessary or
desirable in order to allow the owners of the Bonds to thereafter avail themselves of abook-
entrysystem for payments, transfers and other matters relating to the Bonds, which changes,
modifications or amendments are not contrary to or inconsistent with other provisions of this
13
Seventeenth 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
16(c)(vi) of this Seventeenth Supplement;
~7} To make such changes, modifications or amendments as may be necessary or
desirable in order to obtain or maintain the granting of a rating on the Bonds by a Rating
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 bylaw, to facilitate the economic and practical utilization of interest
rate swap agreements, foreign currency exchange agreements, or similar type of agreements
with respect to the Bonds.
Notice of any such amendment may be published by the City in the manner described in clause fib} of
this Section; provided, however, that the publication of such notice shall not constitute a condition
precedent to the adoption of such amendatory ordinance and the failure to publish such notice shall
not adversely affect the implementation of such amendment as adopted pursuant to such amendatory
or ~nance.
fig} Ownership of the Bonds shall be established by the Registration Books maintained by
the Paying AgentlRegistrar, in its capacity as registrar and transfer agent for the Bonds.
Section 15, DAMAGED, MUTILATED, LOST, STOLEN, ORDESTROYED BONDS. ~a}
That in the event any Outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying
AgentlRegistrarsball 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.
fib} Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall
be made to the Paying AgentlRegistrar. 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 AgentlRegistrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the
applicant shall furnish to the City and to the Paying AgentlRegistrarevidence totheir satisfaction of
the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or
mutilation of a Bond, the applicant shall surrender to the Paying AgentlRegistrarfnr cancellation the
Bond so damaged or mutilated.
~c} Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall
have matured, and no default has occurred which is then continuing in the payment of the principal of
or premium, if any, an the Bond, the City may authorize the payment of the same without surrender
14
thereof except in the case of a damaged or mutilated Bond} instead of issuing a replacement Bond,
provided security or indemnity is furnished as above provided in this Section.
~d} Prior to the issuance of any replacement bond, the Paying AgentlRegistrar shall charge
the owner of such Bond with all legal, printing, and other expenses in connection therewith. Every
replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond
is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether the lost,
stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of this Seventeenth Supplement equally and proportionatelywith any and all
other Bonds duly issued under this Seventeenth Supplement.
fie} In accordance with Chapter 1206, this Section of this Seventeenth Supplement shall
constitute authority for the issuance of any such replacement bond without necessity of further action
by the governing body of the City or any other body or person, and the duty of the replacement of
such bonds is hereby authorized and imposed upon the Paying AgentlRegistrar, and the Paying
AgentlRegistrarsha1l authenticate and deliver such bonds in the form and manner and with the effect,
as provided in Section 5~a} of this Seventeenth Supplement for Bonds issued in exchange for other
Bonds.
Section 16. CaNTINUING DISCLaSURE UNDERTAKING. ~a} Annual Reports. ~i}
The City shall provide annually to the MSRB, within six months after the end of each Fiscal Year
ending in or after 2009, financial information and operating data with respect to the City of the
general type described in Exhibit C hereto. Any financial statements so to be provided shall be ~ 1 }
prepared in accordance with the accounting principles described in Exhibit C hereto, or such other
accounting principles as the City may be required to employ from time to time pursuant to state law
or regulation, and ~2} audited, if the City commissions an audit of such statements and the audit is
completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the City shall provide unaudited financial
statements within such period and shall provide audited financial statements for the applicable Fiscal
Year to the MSRB, when and if the audit report on such statements becomes available.
iii} If the City changes its Fiscal Year, it will notify the MSRB of the change hand of the date
of the new Fiscal Year end} prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section. The financial information
and operating data to be provided pursuant to this Section may be set forth in full in one or more
documents or may be included by specific reference to any document including an off cial statement
or other offering document, if it is available from the MSRB}that theretofore has been provided to
the MSRB or filed with the SEC. Filings shall be made electronically, in such format as is prescribed
by the MSRB.
fib} Material Event Notices. The City shall notify the MSRB, in a timely 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:
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1. Principal and interest payment delinquencies;
2, Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws an credit enhancements reflecting financial difficulties;
5. Substitution of credit ar liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bands;
7. Modifications to rights of holders of the Bands;
S. Bond calls;
9. Defeasances;
I0. Release, substitution, ar sale of property securing repayment of the Bands;
and
1 1. Rating changes.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial
information ar operating data in accordance with subsection ~a} of this Section by the time required
by such subsection.
~c} Limitations, Disclaimersi and Amendments. ~i} The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only far sa long as, the City
remains an "obligated person" with respect to the Bands within the meaning of the Rule, except that
the City in any event will give notice of any deposit made in accordance with this Seventeenth
Supplement or applicable law that causes Bonds na longer to be outstanding.
iii} The provisions of this Section are far the sale benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal ar
equitable right, remedy, ar claim hereunder to any other person, The City undertakes to provide only
the financial information, operating data, financial statements, and notices which it has expressly
agreed to provide pursuant to this Section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's financial results,
condition, or prospects or to update any information provided in accordance with this Section or
otherwise, except as expressly provided herein. The City does not make any representation or
warranty concerning such information ar its usefulness to a decision to invest in ar sell Bands at any
future date.
viii} UNDER NG CIRCUMSTANCES SHALL THE CITY BE LIABLE TG THE HGLDER
GR BENEFICIAL GwNER GF ANY BGND GR ANY GTHER PERSGN, IN CGNTRACT GR
TGRT, FGR DAMAGES RESULTING IN WHGLE GR IN PART FRGM ANY BREACH BY
THE CITY, wI~THER NEGLIGENT GR ~VITHGUT FAULT GN ITS PART, GF ANY
CGVENANT SPECIFIED IN THIS SECTIGN, BUT EVERY RIGHT AND REMEDY GF ANY
SUCH PERSGN, IN CGNTRACT GR TGRT, FGR GR GN ACCGUNT GF ANY SUCH BREACH
SHALL BE LIMITED TG AN ACTIGN FGR MANDAMUS GR SPECIFIC PERFGRMANCE.
(iv) No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this Seventeenth Supplement for purposes of any other
1~
provision of this Seventeenth Supplement. Nothing in this Section is intended or shall act to disclaim,
waive, or otherwise limit the duties of the City under federal and state securities laws.
~v} Should the Rule be amended to obligate the City to make filings with or provide notices to
entities other than the MSRB, the City agrees to undertake such obligation in accordance with the
Rule as amended.
Zvi} The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in Legal requirements, a change in law, or a change in
the identity, nature, status, or type of operations of the City, but only if ~ 1 }the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments or
interpretations ofthe Rule since such offering as well as such changed circumstances and ~2} either
~a} the Holders of a majority in aggregate principal amount for any greater amount required by any
other provision of this Seventeenth Supplement that authorizes such an amendment} of the
outstanding Bonds consent to such amendment or fib} a person that is unaffiliated with the City such
as nationally recognized bond counsel} determines that such amendment will not materially impair the
interest of the holders and beneficial owners of the Bonds. If the City so amends the provisions of
this Section, it shall include with any amended financial information or operating data next provided in
accordance with subsection ~a} of this Section an explanation, in narrative form, of the reason for the
amendment and of the impact of any change in the type of financial information or operating data so
provided.
Section 17. DEFAULT AND REMEDIES. ~a} Events of Default. Each of the following
occurrences or events for the purpose of this Seventeenth Supplement is hereby declared to be an
Event of Default:
~i} the failure to make payment of the principal of any of the Bonds when the same
becomes due and payable; or
iii} default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights of
the registered owners of the Bonds, including, but not Limited to, their prospect or ability to
be repaid in accordance with this Seventeenth Supplement, and the continuation thereof for a
period of sixty ~b0} days after notice of such default is given by any registered owner to the
City.
(b) Remedies for Default.
~i} Upon the happening of any Event of Default, then and in every case, any registered
owner or an authorized representative thereof, including, but not limited to, a trustee or
trustees therefor, may proceed against the City, or any official, officer or employee of the City
in their official capacity, for the purpose of protecting and enforcing the rights of the
registered owners under this Seventeenth Supplement, by mandamus or other suit, action or
special proceeding in equity or at Iaw, in any court of competent jurisdiction, for any relief
17
permitted by law, including the specific performance of any covenant or agreement contained
herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right
of the registered owners hereunder or any combination of such remedies.
iii} It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all registered owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
~i} No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or inequity; provided, however, that notwithstanding any other provision of
this Seventeenth Supplement, the right to accelerate the debt evidenced by the Bonds shall not
be available as a remedy under this Seventeenth Supplement.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
111} By accepting the delivery of a Bond authorized under this Seventeenth
Supplement, such registered owner agrees that the certifications required to effectuate any
covenants or representations contained in this Seventeenth Supplement do not and sha11 never
constitute or give rise to a personal or pecuniary liability or charge against the officers,
employees or members of the City or the City Council.
Div} None of the members of the City Council, nor any other official or officer, agent,
or employee of the City, shall be charged personally by the registered owners with any
liability, or be held personally liable to the registered owners under any term or provision of
this Seventeenth Supplement, or because of any Event of Default or alleged Event of Default
under this Seventeenth Supplement.
Section 1 S. SEVENTEENTH SUPPLEMENT Ta CaNSTITUTE A CONTRACT; EQUAL
SECURITY. That in consideration of the acceptance of the Bonds, the issuance of which is
authorized hereunder, by those who shall hold the same from time to time, this Seventeenth
Supplement shall be deemed to be and shall constitute a contract between the City and the Holders
from time to time of the Bonds and the pledge made in this Seventeenth Supplement by the City and
the covenants and agreements set forth in this Seventeenth Supplement to be performed by the City
shall be for the equal and proportionate benefit, security, and protection of all Holders, without
preference, priority, or distinction as to security or otherwise of any of the Bonds authorized
hereunder over any of the others by reason of time of issuance, sale, or maturity thereof or otherwise
for any cause whatsoever, except as expressly provided in or permitted by this Seventeenth
Supplement.
Section 19. SEVERABILITY aF INVALID PRaVISIaNS. That if any one or more ofthe
covenants, agreements, or provisions herein contained shall be held contrary to any express provisions
~S
of law or contrary to the policy of express law, though not expressly prohibited, or against public
policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements, or
provisions shall be null and void and shall be deemed separable from the remaining covenants,
agreements, or provisions and shall in no way affect the validity of any of the other provisions hereof
or of the Bonds issued hereunder.
Section 20. PAYMENT AND PERFQRMANCE 4N BUSINESS DAYS. That, except as
provided to the contrary in the FORM OF BOND, whenever under the terms of this Seventeenth
Supplement or the Bonds, the performance date of any provision hereof or thereof, including the
payment of principal of the Bonds, shall occur on a day other than a Business Day, then the
performance thereof, including the payment of principal of the Bonds, need not be made on such day
but may be performed or paid, as the case maybe, on the next succeeding Business Day with the
same force and effect as if made on the date of performance or payment.
Section 21. LIMITATIQN GF BENEFITS WITH RESPECT T4 THE SEVENTEENTH
SUPPLEMENT. That with the exception of the rights or benefits herein expressly conferred, nothing
expressed or contained herein or implied from the provisions of this Seventeenth Supplement or the
Bonds is intended or should be construed to confer upon or give to any person other than the City,
the Holders, and the Paying AgentlRegistrar, any legal or equitable right, remedy, or claim under or
by reason of or in respect to this Seventeenth Supplement or any covenant, condition, stipulation,
promise, agreement, or provision herein contained. This Seventeenth Supplement and all of the
covenants, conditions, stipulations, promises, agreements, and provisions hereof are intended to be
and shall be for and inure to the sole and exclusive benefit of the City, the Holders, and the Paying
AgentlRegistrar as herein and therein provided.
Section 22. FURTHER PROCEDURES. That the Mayor, the City Manager, the Chief
Financial Officer of the City, any Assistant City Manager, the Director of Finance, the City Secretary
or any Assistant City Secretary, and all other officers, employees, and agents of the City, and each of
them, shall be and they are hereby expressly authorized, empowered and directed from time to time
and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in
the name and under the corporate seal and on behalf of the City all such instruments, whether herein
mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this
Seventeenth Supplement and the Bonds, including, but not limited to, conforming documents to
receive the approval of the Attorney General of the State of Texas and to receive ratings from
municipal bond rating agencies.
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 proceedings
pertaining to the Bonds pending their delivery and their investigation, examination and approval by
the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the Bonds, said Comptroller of Public Accounts
for a deputy designated in writing to act for said Comptroller} shall manually sign the Comptroller's
Registration Certificate accompanying the Bonds, and the seal of said Comptroller shall be impressed,
or placed in facsimile, on each such certificate. The City Council hereby authorizes the payment of
the fee of the Office of the Attorney General of the State of Texas for the examination of the
19
proceedings relating to the issuance of the Bonds, in the amount determined in accordance with the
provisions of Section ~ 202.004, Texas Government Code.
Section 24. PROJECT FUND. ~a} Project Fund Created. That there is hereby created,
established and maintained on the books of the City, a separate fund to be entitled the "City of Fort
Worth, Texas Water and Sewer System Series 2049 Revenue Bonds Project Fund" thereinafter called
the "Project Fund"}. Monies in the Project Fund shall be maintained at an official depository bank of
the City.
fib} Use of Funds. Except as otherwise may be provided in Section 12 hereof, the proceeds of
the Bonds shall be deposited into the Project Fund and used by the City for payment of the costs of
extending and improving the System, and the payment of costs associated therewith, including any
costs for engineering, financing, financial consultation, administrative, auditing and legal expenses.
~c} Surplus Proceeds. Any surplus proceeds, including the investment earnings derived
from the investment of monies on deposit in the Project Fund, from the Bonds remaining on deposit
in the Project Fund after completing the improvements and extensions to the System and upon the
completion of the final accounting as described in Section 25~c} hereof, shall be transferred to the
Debt Service Fund to redeem, in inverse order of maturity, the Bonds owned by TWDB.
Section 25. SPECIAL COVENANTS. ~a} Defeasance. That should the City exercise its
right under the Master Ordinance to effect the defeasance of the Bonds, the City agrees that it will
provide the TWDB with written notice of any such defeasance.
fib} Green Portion ofProject. The City covenants that it shall seek written approval from
the Executive Administrator prior to making any changes to plans, specifications, objectives, or
project scope, including any changes to the Green portion of the project financed with the proceeds of
the Bonds.
~c} Com liance with Davis-Bacon. The City covenants that all laborers and mechanics
employed by contractors and subcontractors for projects funded in whole or in part with the proceeds
of the Bonds shall be paid wages at rates not less than those prevailing on projects of a similar
character in the locality in accordance with section 16ob of ARRA, the Davis-Bacon Act, and the
U. S. Department of Labor's implementing regulations.
~d} Goods Produced in the United States. The City covenants that none ofthe proceeds of
the Bonds may be used for this Project unless all of the iron, steel, and manufactured goods used in
the Project are produced in the United States in accordance with section 1 b05 of ARRA, subject to
certain limited exceptions established by the EPA.
fie} Rep ortin~Requirements. The City covenants that it shall comply with all federal and
state reporting requirements applicable to the receipt and disbursement of ARR.A funds, as detailed in
a separate Reporting Agreement to be executed by and between the City and the Executive
Administrator. No funds shall be released to reimburse expenses or for any other purpose unless the
City has complied with all of the ARRA reporting requirements. For purposes of this covenant,
2a
compliance with reporting requirements means that the City has submitted accurate, timely reports as
required by EPA, the office of Management and Budget, and other applicable federal and state
entities. In addition, the City will maintain accurate records and accounts in compliance with 31
Texas Administrative Code 371.71~a}~2}~G}.
(fl Se~re~ation of Funds. The City covenants that proceeds of the Bonds shall remain
separate and distinct from other sources of funding from the date of the TWDB commitment through
costing and final disbursement.
fig} Disadvanta ed Business Enter rise Procurement. The City will comply with all federal
Disadvantaged Business Enterprise, and other procurement and contracting requirements established
by ARRA and adopted by the EPA, and will provide documentation of such compliance in the form
and manner approved by the Executive Administrator.
~h} Buy America Requirements. The City will require all contractors and subcontractors
on the Project to comply with ARRA requirements for the entire Project, whether the Project is
funded in whole or in part with the proceeds of the Bonds, including but not limited to, the "Buy
American" requirements set forth in section 1605 of ARRA, the reporting requirements set forth in
section 1512 of ARRA, and the prevailing wage rate requirements set forth in section 1606 of ARRA.
~i} No Discrimination. The City will comply, and will ensure that all of its contractors and
subcontractors comply, with section 1553 of ARRA prohibiting the discharge of, demotion of, or
discrimination against any person disclosing information in accordance with section 1553 of ARRA.
~j} False Claims Act. The City covenants that it will require all of its contractors and
subcontractors to include in the project bid solicitations and project contracts funded with the
proceeds of the Bonds a requirement that they shall promptly refer to an appropriate inspector general
any credible evidence that a principal, employee, agent, contractor, subcontractor, or other person has
submitted a false claim under the federal False Claims Act or has committed a criminal or civil
violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct
involving the use of Bond proceeds. Both contractors and subcontractors shall be required to forward
to the EPA office of Inspector General any information, records, or other documentation requested
by that office within a reasonable time of receiving such request.
(k) ARRA Logo. The City and its contractors and subcontractors shall ensure that the
construction sites display the ARRA logo in a manner that informs the public that the project is being
funded from Bond proceeds received pursuant to ARRA.
(1) Audits. The City accepts the authority of the Texas State Auditor's Office to conduct
audits and investigations in connection with the proceeds of the Bonds received from TWDB. The
City agrees that it shall comply with directives from the Texas State Auditor and shall cooperate in
any such investigation or audit. The City agrees to provide the Texas State Auditor with access to any
information the Texas State Auditor considers relevant to the investigation or audit. The City shall
require the contractor and subcontractor to submit to audits and investigation by the State Auditor's
Office in connection with the project funded with proceeds of the Bonds. For so long as the State of
2~
Texas owns any of the Bonds, the City shall mail a copy of the audit required by the Master
Ordinance to the TwDB. In addition, monthly operating statements for the System shall be delivered
to the TWDB as long as the State of Texas owns any of the Bonds, and the monthly operating
statement shall be in such detail as requested by the Development Fund Manager of the TWDB until
this requirement is waived thereby.
gym} Access to Documents. The City agrees that the TwDB, the EPA, and the Comptroller
General of the United States shall have full access to any books, documents, papers, and records
which are related to Bond proceeds expended under this Seventeenth Supplement, and that further
these federal entities may make audit, examination, excerpts, and transcriptions of any such books,
documents, papers, and records pursuant to sections 15 ~ 4 and ~ 515 of ARRA.
fin} Endangered Species. The City agrees that it will comply with the standard emergency
discovery conditions for threatened and endangered species and cultural resources as more fully
specified in the final environmental findings of the Executive Administrator.
~o} Environmental Indemnit .Proceeds from the Bonds shall not be used by the City
when sampling, testing, removing, or disposing of contaminated soils andlor media at the project site.
To the extent permitted by law, the City agrees to indemnify, hold harmless, and protect the TwDB
from any and all claims, causes of action, or damages to the person or property of third parties arising
from the sampling, analysis, transport, storage, treatment, and disposition of any contaminated
sewage sludge, contaminated sediments, andlor contaminated media that maybe generated by the
City, its contractors, consultants, agents, officials, and employees as a result of activities relating to
the project funded with proceeds of the Bonds.
gyp} Financial Re orts to the Board, The City agrees that it will submit outlay reports with
sufficient supporting documentation ~e.g.; invoices, receipts} on a quarterly basis, or on a monthly
basis as requested by the Board.
~q} Environmental Determination. In order to ensure compliance with the National
Historic Preservation Act, the Antiquities Code of Texas, and U. S. Army Corps of Engineers'
Nationwide Permit 12 General Condition # 12, archaeological testing for unmarked graves along the
section of pipeline alignment that fronts Calloway Cemetery on Calloway Cemetery Road will be
required. If testing is positive for unmarked graves, the City shall bore the section of reclaimed water
pipeline north of Calloway Cemetery with bore pits being located no less than l~D fees beyond the
boundaries of the cemetery.
(r) Insurance. The City agrees that it will maintain insurance on the System in an amount
sufficient to protect TWDB's interest in the project financed with the proceeds of the Bonds. The
City may not self-insure in respect to satisfying this covenant.
(s) Water Conservation Program. The City has implemented or will implement an
approved water conservation program in compliance with 31 Texas Administrative Code
371.71(a)(2)(F).
22
fit} Final Accounting. The City shall render a final accounting to the TWDB in reference
to the total cost incurred by the City far improvements and extensions to the System which were
financed by the issuance of the Bands, together with a copy of "as built" plans of such improvements
and extensions upon comp et~on.
~u} Com liance with Texas Water Develo ment Board Rules and Re ulations. The City
covenants to comply with the rules and regulations ofthe TWDB.
Section 26. SALE OF BGNDS; USE 4F PROCEEDS. ~a} Sale to TWDB. That the Bands
are hereby sold to TWDB for the price of par. The Bonds have been purchased by the TWDB
pursuant to its Resolution No. 09-145, adopted an November 19, 2009, as may be amended by
Resolution a resolution to be adopted on December 17, 2009. The Bonds initially delivered shall be
registered in the name of the Texas Water Development Board. The Bonds shall be delivered in
installments, in the manner set forth in Section 5~k} of this Seventeenth Supplement.
(b) Notice from TWDB of Sale of Bonds. It is the intent of the parties to the sale of the
Bonds that if TWDB ever determines to sell all or a part of the Bonds, it shall notify the City at least
60 days prior to the sale of the Bonds of the decision to so sell the Bonds.
(c) Proceeds. The proceeds from the sale ofthe Bonds shall be used in the manner described
in the letter of instructions executed by the City, or on behalf of the City by its financial advisor.
(d) Payment by Wire Transfer. Payment of amounts due and owing on the Bonds to the
TWDB shall be made by wire transfer, at no expense to the TWDB, as provided in the FORM OF
BOND.
Section 27, COVENANTS REGARDING TAX-EXEMPTION. That the City covenants to
refrain from any action which would adversely affect, or to take such action as to ensure, the
treatment ofthe Bonds as obligations described in section 103 ofthe Code. In furtherance thereof,
the City covenants as follows:
~a} to take any action to assure that no more than ten percent of the proceeds of the
Bonds or the projects financed therewith bless amounts deposited to a reserve fund, if any}are
used for any "private business use", as defined in section 141 ~b}~6} of the Cade or, if more
than ten percent ~ 10%}ofthe proceeds are so used, that amounts, whether or not received by
the City, with respect to such private business use, do not, under the terms of this
Seventeenth Supplement or any underlying arrangement, directly or indirectly, secure or
provide far the payment of more than ten percent ~ 10%}ofthe debt service on the Bonds, in
contravention of section 141 ~b}~2} ofthe Code;
fib} to take any action to assure that in the event that the "private business use"
described in subsection ~a} hereof exceeds five percent ~5%}ofthe proceeds of the Bands or
the projects financed therewith bless amounts deposited into a reserve fund, if any} then the
amount in excess of five percent ~5%} is used fora "private business use" which is "rebated"
23
and not "disproportionate", within the meaning of section 141~b}~3} of the Code, to the
governmental use;
~c} to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent ~5%} of the proceeds of the Bonds Mess amounts deposited into a
reserve fund, if any} is directly or indirectly used to finance loans to persons, other than state
or local governmental units, in contravention of section 141 ~c} of the Code;
~d} to refrain from taking any action which would otherwise result in the Bonds being
treated as "specified private activity bonds" within the meaning of section 141 fib} of the Code;
fie} to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149~b} of the Code;
~f} to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property has defined in section 148~b}~2} of the Code} which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with -
~ 1 } proceeds of the Bonds invested for a reasonable temporary period until
such proceeds are needed for the purpose for which the Bonds are issued,
~2} amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1 fib} of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement fund
to the event such amounts do not exceed ten percent of the proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as 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 refundings); and
~h} to pay to the United States of America at least once during each five-year
period beginning on the date of delivery of the Bonds} an amount that is at least equal to
ninety percent X90%} of the "Excess Earnings", within the meaning of section 148~f} of the
Code and to pay to the United States of America, not later than sixty X60} days after the
Bonds have been paid in full, one hundred percent X100%} of the amount then required to be
paid as a result of Excess Earnings under section 1481} of the Code.
For purposes of the foregoing clauses ~a} and fib} above, the City understands that the term
"proceeds" included "disposition proceeds" as defined in the Treasury Regulations and, in the case of
a refunding bond, transferred proceeds cif any} and proceeds of the refunded bonds expended prior to
the date of the issuance of the Bonds. It is the understanding of the City that the covenants contained
herein are intended to assure compliance with the Code and any regulationsorrulingspromulgated by
24
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 City will not be required to comply with any covenant contained herein to the extent that such
failure to comply, in the opinion 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 impose additional requirements
which are applicable to the Bonds, the City agrees to comply with the additional requirements to the
extent necessary, in the opinion 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, the Chief Financial Officer of the City, and any
Assistant City Manager 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 claim of any other person, including without
limitation the registered owners of the Bonds. The Rebate Fund is established for the additional
purpose of compliance with section 148 of the Code.
Section 28. ALLaCATIaN aF, AND LIMITATION 0N, EXPENDITURES FOR THE
PROJECT. That the City covenants to account for on its books and records the expenditure of
proceeds from the sale of the Bonds and any investment earnings thereon to be used for the
improvement and extension of the System preferred to herein and Section 29 hereof as a "Project"} by
allocating proceeds to expenditures within eighteen ~ 18} months of the later of the date that ~a} the
expenditure on a Project is made or fib} each such Project is completed. The foregoing
notwithstanding, the City shall not expend such proceeds or investment earnings more than sixty X60}
days after the later of ~a}the fifth anniversary of the date of delivery of the Bonds or ~b}the date the
Bonds are retired, unless the City obtains an opinion of nationally-recognized bond counsel
substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the
Bonds. For purposes of this Section, the City shall not be obligated to comply with this covenant if it
obtains anopinion ofnationally-recognized bond counsel to the effect that such failure to comply will
not adversely affect the treatment of the Bonds as obligations described in section 103 of the Code.
Section 29. DISPaSITION aF PROPERTY. That the City covenants that the property
financed with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction
resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion
of nationally-recognized bond counsel substantially to the effect that such sale or other disposition
will not adversely affect the tax-exempt status of the Bonds. For purposes of this Section, the portion
of the property comprising personal property and disposed of in the ordinary course of business shall
not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of
this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of
nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect
the treatment of the Bonds as obligations described in section 103 of the Code.
Section 30. LIMITATION aN APPLICATIaN aF FEDERAL TAX COVENANTS. That
anything to the contrary in this Seventeenth Supplement notwithstanding, should the T~VDB waive, in
25
writing, the provisions of Sections 27, 28 and 29 of this Seventeenth Supplement, then such sections
will not apply to the Bonds.
Section 31. PREAMBLE. That the preamble to this Seventeenth Supplement is hereby
incorporated by reference, and is to be considered a part of the operative text of this Seventeenth
Supplement,
Section 32. RULES QF CQNSTRUCTIQN. For all purposes of this Seventeenth
Supplement, unless the context requires otherwise, all references to designated Sections and other
subdivisions are to the Sections and other subdivisions of this Seventeenth Supplement. The wards
"herein", "hereof' and "hereunder" and other words of similar import refer to this Seventeenth
Supplement as a whole and not to any particular Section or other subdivision. Except where the
context otherwise requires, terms defined in this Seventeenth Supplement to impart the singular
number shall be considered to include the plural number and vice versa. References to any named
person means that party and its successors and assigns. References to any constitutional, statutory ar
regulatory provision means such provision as it exists on the date this Seventeenth Supplement is
adopted by the City and any future amendments thereto or successor provisions thereof, All
ordinances and resolutions or parts thereof in conflict herewith are hereby repealed.
Section 33. IlVIMEDIATE EFFECT. That this Seventeenth Supplement shall be effective
immediately from and after its passage in accordance with the provisions of Section 1201.028, Texas
Government Code, and it is accordingly so ordained.
SIGNED AND SEALED THIS 8TH DAY QF DEN~R, 2009.
Mayor,
City of Fart Worth, T
City Secreta
APPROVED AS TO FORM AND LEGALITY:
~%) .
City Attorney
(SEAL)
2b
EXHIBIT A
That, as used in this Seventeenth Supplement, the following terms shall have the meanings set
forth below, unless the text hereof specifically indicates otherwise:
"ARR.A" shall have the meaning given said term in the preamble to this Seventeenth
Supplement.
"Authentication Certificate" shall have the meaning given said term in Section 5~a~ of the
Seventeenth Supplement.
"Authorized Denomination" shall have the meaning given said term in Section 2~a} of the
Seventeenth Supplement.
"Bonds" means the Series 2009 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 ~f~ice of the Paying AgentlRegistrar is
located are authorized by law or executive order to close.
"Chapter 1206" means Chapter 1206, Texas Government Code.
"Chapter 1208" means Chapter 1208, Texas Government Code.
"Chapter 2256" means Chapter 1206, Texas Government Code.
"Designated Trust Dffice" means the city so designated in Section 5~a} of the Seventeenth
Supplement.
"DTC" shall have the meaning given said term in Section She} of the Seventeenth Supplement.
"Eighth Supplement" means the ordinance authorizing the issuance of the Series 200DB
Bonds.
"Eleventh Supplement" means the ordinance authorizing the issuance of the Series 2003A
Bonds.
"Executive Administrator" means the Executive Administrator of the TwDB.
"Fifteenth Supplement" means the ordinance authorizing the issuance of the Series 2007
Bonds.
"Fourteenth Supplement" means the ordinance authorizing the issuance of the Series 2005A
Bonds.
A-1
"MAC" means the Municipal Advisory Council of Texas.
"Master ordinance" means the "Master Ordinance establishing the City of Fort worth Texas
Water and Sewer System Revenue Financing Program", passed by the City on December 10,1991.
"MSRB" means the Municipal Securities Rulemaking Board.
"Ninth Supplement" means the ordinance authorizing the issuance of the Series 2001 Bonds,
"Paying AgentlRegistrar" means the financial institution specified in Section 5~a} of the
Seventeenth Supplement.
"Previously Issued Parity Bonds" means the Series 1998 Bonds, the Series 2000 Bonds, the
Series 2000B Bonds, the Series 2001 Bonds, the Series 2003 Bonds, the Series 2003A Bonds, the
Series 2005 Bonds, the Series 2005A Bonds, the Series 2007 Bonds and the Series 2008 Bonds.
"Registration Books" shall have the meaning given said term in Section Spa} of the
Seventeenth Supplement.
"Rule" means SEC Rule 15c2~ 12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Series 1998 Bonds" means the City of Fort North, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 1998, authorized by the Sixth Supplement.
"Series 2000 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2000, authorized by the Seventh Supplement.
"Series 2000B Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Series 2000B, authorized by the Eighth Supplement.
"Series 2001 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2001, authorized by the Ninth Supplement.
"Series 2003 Bonds" means the City of Fort North, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2003, authorized by the Tenth Supplement.
"Series 2003A Bonds" means the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2003A, authorized by the Eleventh Supplement.
"Series 2005 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 2005, authorized by the Thirteenth Supplement.
"Series 2005A Bonds" means the City of Fort North, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2005A, authorized by the Fourteenth Supplement.
A-2
"Series 2047 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2047, authorized by the Fifteenth Supplement.
"Series 2008 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Refunding Bonds, Series 2008, authorized by the Sixteenth Supplement.
"Series 2009 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Bonds, Series 2009, authorized by the Seventeenth Supplement.
"Seventeenth Supplement" means the ordinance authorizing the issuance of the Bonds.
"Seventh Supplement" means the ordinance authorizing the issuance of the Series 2000
Bonds.
"Sixteenth Supplement" means the ordinance authorizing the issuance of the Series 2008
Bonds.
"Sixth Supplement" means the ordinance authorizing the issuance of the Series 1998 Bonds.
"Tenth Supplement" means the ordinance authorizing the issuance of the Series 2003 Bonds.
"Term Bonds" means those Bonds, if any, identified in this Seventeenth Supplement as "term
bonds" .
"Thirteenth Supplement" means the ordinance authorizing the issuance of the Series 2005
Bonds.
"TWDB" or "Board" means the Texas Water Development Board.
A-3
EXHIBIT B
ND.
FARM ~F BAND:
UNITED STATES OF AMERICA
STATE ~F TEXAS
COUNTIES ~F T T AND DENTON
CITY DF F4RT WORTH, TEXAS
WATER AND SEWER SYSTEM
REVENUE BAND, SERIES 2009
MATURITY DATE INTEREST RATE DATE ~F DELIVERY CUSIP
0.00%
~N THE MATURITY DATE SPECIFIED ABOVE, THE CITY ~F FART WORTH, IN
TARRANT AND DENTIN COUNTIES, TEXAS the "Issuer"}, hereby promises to pay to
or to the registered assignee hereof neither being hereinafter called the
"registered owner"}the principal amount of
THE PRINCIPAL of this Bond is payable in lawful money of the United States of America,
without exchange or collection charges. The principal of this Bond shall be paid to the registered
owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its
redemption prior to maturity, at the designated corporate trust office in Fort Worth, Texas the
"Designated Trust Office"}, of Wells Fargo Bank, National Association, which is the "Paying
AgentlRegistrar" for this Bond. The foregoing notwithstanding, so long as the Texas Water
Development Board ~"TWDB "} is the registered owner of 100% in aggregate principal amount of the
Bonds then outstanding, payment of principal of the Bonds shall be made thereto by wire transfer, at
no expense to the TWDB. The Issuer has covenanted in the Bond ordinance that on or before each
principal payment date for this Bond it will make available to the Paying AgentlRegistrar, from the
"Debt Service Fund" created by the ordinance establishing the City of Fart Worth, Texas Water and
Sewer System Revenue Financing Program the "Master ordinance"}, the amounts reQuired to
provide for the payment, in immediately available funds, of all principal of the Bonds, when due.
IF THE DATE for the payment of the principal of this Bond shall be a Saturday, Sunday, a
legal holiday, or a day on which banking institutions in the Citywhere the Designated Trust office of
the Paying AgentlRegistrar islocated 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 an which banking institutions are authorized to close; and payment on such date shall
have the same force and effect as ifmade an the original date payment was due. Notwithstandingthe
foregoing, during any period in which ownership ofthe Bonds is determined onlyby abook entryata
B-1
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 epository.
THIS BAND is one of a series of bonds of like tenor and effect except as to number, principal
amount, maturity, and right of prior redemption, dated as of December 1, 2009, aggregating
$16,265,000 therein sometimes called the "Bonds"} issued for the purpose of ~i} extending and
improving the City's combined water and sewer system, to~wit, extending and improving the water
system, and iii} paying the costs of issuance associated with the Bonds. All capitalized terms not
defined herein shall have the same meaning as given said terms in the Master Ordinance or the Bond
Grdinance.
THE OUTSTANDING BONDS may be redeemed prior to their scheduled maturities, at the
option of the Issuer, in whole, or in part, and if in part, in inverse order of maturity, upon receipt of
the written approval of the Executive Administrator of TWDB, on February 15, 2011, or on any date
thereafter, at the redemption price of the principal amount of the Bonds called for redemption, and
without premium; provided, that during any period in which ownership of the Bonds is determined
only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the
same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such
maturity and bearing such interest rate shall be selected in accordance with the arrangements between
the Board and the securities depository.
NDTICE GF 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 3 0 days prior to the date
fixed for such redemption by depositing such notice in the United States mail, first~class postage
prepaid, addressed to each such registered owner at his address shown on the Registration Books of
the Paying AgentlRegistrar and iii} at least 30 days prior to the date fixed for such redemption, a
notice of such redemption shall either be published one time or posted electronically on the website of
a financial journal or publication of general circulation in the United States of America or the State of
Texas which carries as a regular feature notices of redemption of municipal bonds; provided,
however, that the failure to send, mail, or receive such notice described in clause ~i} above, or any
defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Bond, as publication or posting of notice as described in clause
iii} 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 AgentlRegistrarfnr the payment of the required redemption price for this
Bond or the portion hereof which is to be so redeemed. If such notice of redemption is given, and if
due provision for such payment is made, all as provided above, this Bond or the portion hereof which
is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and
shall not be regarded as being outstanding except for the right of the registered owner to receive the
redemption price from the Paying AgentlRegistrar out of the funds provided for such payment. The
Paying AgentlRegistrar shall record in the Registration Books all such redemptions of principal
amount of this Bond or any portion hereof. If a portion of any Bond shall be redeemed a substitute
Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination
or denominations in any integral multiple of $5,004 fan "Authorized Denomination"} at the written
B-2
request of the registered owner, and in an aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at
the expense of the Issuer, all as provided in the Bond Ordinance. The years of maturity of the Bonds
called for such redemption shall be selected by the Issuer. The Bonds or portions thereof redeemed
within a maturity shall be selected by lot or other customary random method selected by the Paying
AgentlRegistrar provided that a portion of a Bond may be redeemed only in an Authorized
Denomination}.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any Authorized Denomination. As provided in the Bond Ordinance,
this Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, converted into and exchanged for a like aggregate amount of fully registered Bonds,
without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the
case maybe, 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 AgentlRegistrar 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 AgentlRegistrar at the Designated Trust Office,
together with proper instruments of assignment, inform and with guarantee of signatures satisfactory
to the Paying AgentlRegistrar, evidencing assignment of this Bond or any portion or portions hereof
in any authorized denomination to the assignee or assignees in whose name or names this Bond or any
such portion or portions hereof is or are to be registered. The form of Assignment printed or
endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof,
but such method is not exclusive, and other instruments of assignment satisfactory to the Paying
AgentlRegistrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the registered owner. The one requesting such conversion and exchange
shall pay the Paying AgentlRegistrar'sreasomble standard or customary fees and charges for convert-
ing and exchanging any Bond or portion thereof. In any circumstance, any taxes or governmental
charges required to be paid with respect thereto shall be paid by the one requesting such assignment,
transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The fore-
going 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
AgentlRegistrar will be paid by the Issuer. The Paying AgentlRegistrar shall not be required ~i} to
make any such transfer, conversion or exchange during the period beginning at the opening of
business 30 days before the day of the first mailing of a notice of redemption and ending at the close
of business on the day of such mailing, or iii} to transfer, convert or exchange any Bonds so selected
for redemption when such redemption is scheduled to occur within 3 0 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 AgentlRegistrarfnr 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 AgentlRegistrar it is replacing, and promptly will cause written
notice thereof to be mailed to the registered owners of the Bonds.
B-3
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements ofthe
securities depository as to registering or transferring the book entry to produce the same effect.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Master Ordinance and the Bond Ordinance,
agrees to be bound by such terms and provisions, acknowledges that the Master Ordinance and the
Bond Ordinance are duly recorded and available for inspection in the official minutes and records of
the Issuer, and agrees that the terms and provisions of this Bond, the Master Ordinance and the Bond
Ordinance constitute a contract between each registered owner hereof and the Issuer.
THE BONDS are special obligations of the Issuer payable solely from and equally secured by
a first lien on and pledge of the Pledged Revenues of the System. The Issuer has reserved the right,
subject to the restrictions stated, and adopted by reference, in the Master Ordinance, to issue
additional parity revenue obligations which also may be made payable from, and secured by a first lien
on and pledge of, the Pledged Revenues. For a more complete description and identification of the
revenues and funds pledged to the payment of the Bonds, and other obligations of the Issuer secured
by and payable from the same source or sources as the Bonds, reference is hereby made to the Master
Ordinance and the B and Ordinance.
THE ISSUER has reserved the right, subject to the restrictions stated, and adopted by
reference, in the Bond Ordinance, to amend the Bond Ordinance; and under some abut not all}
circumstances amendments must be approved by the owners of a majority in Outstanding Principal
Amount of the Bonds.
THE REGISTERED OWNER HEREOF shall never have the right to demand payment of this
obligation out of any funds raised or to be raised by taxation.
IT IS HEREBY certified and covenanted that this Bond has been duly and validly authorized,
issued and delivered; and that all acts, conditions and things required or proper to be performed, exist
and be done precedent to or in the authorization, issuance and delivery of this Bond have been
performed, existed and been done in accordance with law.
IN WITNESS WI~REOF, this Bond has been signed with the imprinted or lithographed
manual or facsimile signature of the Mayor of said Issuer, attested by the imprinted or lithographed
facsimile signature of the City Secretary, and approved as to form and legality by the imprinted or
lithographed facsimile signature of the City Attorney, and the official seal of said Issuer has been duly
affixed to, printed, lithographed or impressed on this Bond.
B-4
CITY aF FART WORTH, TEXAS
~sEal,)
By
Mayor, City of Fort Worth, Texas
ATTEST:
City Secretary, City of Fort Worth, Texas
APPRaVED AS TO FORM AND LEGALITY:
City Attorney, City of Fort Worth, Texas
B-5
FARM nF PAYING AGENTIREGISTRAR'S AUTHENTICATION CERTIFICATE:
PAYING AGENT~REGISTRAR'S AUTHENTICATION CERTIFICATE
~To be executed if this Bond is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts
of the State of Texan
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
Authorized Signatory
~ FnRM OF C~MPTR~LLER'S REGISTRATIGN CERTIFICATE;
QFFICE OF C~MPTRnLLER
STATE nF TEXAS
REGISTER NG.
I hereby certify that this Bond has been examined, certified as to validity, and approved by the
Attorney General of the State of Texas and that this Bond has been registered by the Comptroller of
Public Accounts of the State of Texas.
Witness my signature and seal this
~sEai,~
NOTE Tn PRINTER:
~ ¶ not to be printed on Bonds
WELLS FARGn BANK, NATIUNAL ASS4CIATI~N,
Paying AgentlRegistrar
By
Comptroller of Public Accounts of
the State of Texas
B-b
FORM OF PRINCIPAL ADVANCEMENT LEDGER
(To appear on Initial Bonds only)
PRINCIPAL ADVANCEMENT LEDGER
Principal Amount Advanced
Date Advanced
Princi al Amount Remainin
B-7
FARM 4F ASSIGNMENT:
ASSIGNMENT
FAR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
1
I
(Please print or typewrite name and address, including zip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the
books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
NOTICE: The signatures} above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration or
enlargement or any change whatsoever.
B-S
Exhibit C
to Seventeenth
Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 1 b of this Seventeenth Supplement.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Section are as specified below:
The City has heretofore filed with each NRMSIR and the SID its official statement with
respect to that certain issue of $73,075,000 City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Series 2005A. In the ordinance authorizing the issuance of such Bonds,
the City agreed to update annually financial information and operating data with respect to the City of
the general type included in such official statement in tables 1 through 1 b, inclusive, contained in such
official statement, and Appendix B to such Official Statement, "Excerpts from the Annual
Financial Report of the City of Fort Worth, Texas". The above-described financial information
and operating data with respect to the City is hereby incorporated by reference, and in Section 19 of
this Seventeenth Supplement the City has agreed to annually update such financial information and
operating data in accordance with Rule 15 c2-12, promulgated by the United States Securities and
Exchange Commission.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 above.
C-1
THE STATE DF TEXAS
COUNTIES QF TARRANT AND DENTQN
CrTY OF FART WORTH
I, Marty Hendrix, City Secretary of the City of Fort North, 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 8, 2009,
and of the ordinance authorizing the issuance of Water and Sewer System Revenue Bonds, Series
2009, which was duly passed at said meeting, and that said copy is a true and correct copy of said
excerpt and the whole of said ordinance, Said meeting was open to the public, and public notice of
the time, place, and purpose of said meeting was given, all as required by Chapter 55 ~, Texas
Government Code, as amended.
In testimony whereof, ~ have set my hand and have hereunto affixed the seal of said City of
Fort worth, this Sth day of December, 2009. .
City Secret of the
City of Fort worth, Texas
(sEAr.,~
City of Fort Worth, Texas
Mayor and Council Communication
`C,y, ~ ea`„'~g' ~4 ~ .'~'9f'~":~:~\:~~\~cw +~4n7d~`1'.'9~tx,~l~'9x3~b'~ ,.,~C. ~'-;tx~t\~~~t\o\```~ ~ 0, .. Ss...:- ~ ........`~,.~tt~~1\~\~`~',~~a`~F~."h~+~Ci~i'?x,~'r~:~R; a~h.~kDir"~C~@~'.+j'~2. ~ '1z?i::.~~`\hEr.:ti~#Y~5'ri~Rvo;"•`;~0.
CoU NAIL. AC~'lo[V: Approved. on 1 Z1~fZ~~~ ~ ord. Nv~ ~ ~~~~-1 ~-~~Q~
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~k\ \ Y:~ , et~~c;~. '`C~; ,. , «`:` ,ham
DATE: Tuesday, December 08, 2009 REFERENCE No.: G-16119
LoG NAME: 1309 WSSR REV BGNDS
SUBJECT:
Adopt the Seventeenth Supplemental Grdinance Authorizing the Issuance and Sale of City of Fort Worth,
Texas Water and Sewer System Revenue Bonds, Series 2009 in the Aggregate Principal Amount of
$16,265,000.00 and Approving the Sale of the Bonds to the Texas Water Development Board
RECOMMENDATION:
It is recommended that the City Council adopt the attached supplemental ordinance authorizing the
issuance of $16,265,000.00 Water and Sewer System Revenue Bonds, Series 2009 and sale to the Texas
Water Development Board.
DISCUSSION:
Gn August 11, 2009, Resolution No. 3113} the City Council authorized the filing of a Federal Stimulus
LoanlGrant application with the Texas Water Development Board through with the Texas Commission on
Environmental Quality. Through Resolution No. 3173, the City Council authorized the application for a
not-to-exceed amount of $22,620,000.00 as a loanlgrant under the Drinking Water State Revolving Fund-
American Reinvestment and Recovery Act of 2009 ~DWSRFIARRA} program to finance City water system
improvements. Such improvements include the construction of a 14 million gallon per day reclaimed water
pump station at the Village Creek Wastewater Treatment Plant and 51,000 linear feet of 36-inch to 16-inch
reclaimed water transmission mains. The application amount was decreased to $16,265,000.00 based on
actual bids received for the four construction projects. As part of this Federal funding, the financing loan
carries a 0 percent interest rate and requires no Texas Water Development Bond origination fees
normally 2.25 percent of total loan} which will require annual principal repayments with no interest
payments.
FISCAL INFORMATION I CERTIFICATION:
The Financial Management Services Director certifies that funding for the annual debt service payments
will be available from the current operating budget, as appropriated, of the Water and Sewer Fund.
FUND CENTERS:
T4 FundlAccountlCenters
CERTIFICATIONS:
Submitted_for Cty_Manac~er's office b~
4r~~natin~_De~artment Head:
Additional Information Contact:
FROM FundlAccountlCenters
Karen Montgomery (6222)
Lena Ellis (8517)
James Mauldin (2438)
Logname: 1309 WSSR REV BGNDS Page 1 of 1