HomeMy WebLinkAboutOrdinance 15724
ORDINANCE NO 15724
ELEVENTH SUPPLEMENTAL ORDINANCE AUTHORIZING THE
~ ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE REFUNDING BONDS, SERIES 2003A,
ESTABLISHING PARAlV1ETERS REGARDING THE SALE OF THE BONDS,
APPROVING THE EXECUTION OF A BOND PURCHASE CONTRACT AND AN
ESCROW AGREEMENT AND OTHER INSTRUMENTS RELATED THERETO,
~ REPEALING ALL ORDINANCES IN CONFLICT HEREWITH, AND PROVIDING THAT
THIS ORDINANCE SHALL BE IN FORCE AND EFFECT
FROM AND AFTER THE DATE OF ITS PASSAGE
~ THE STATE OF TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH
~ WHEREAS, the Crty 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 ofin excess of 50,000,
has established and currently owns and operates a combined waterworks and sanitary sewer system
(the "System"), and
•
WHEREAS, the Crty 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
• m the Master Ordinance, and
WHEREAS, the Master Ordinance authorizes revenue supported indebtedness to be issued,
incurred or assumed pursuant to the terms of supplemental ordinances (any such ordinance being a
"Supplement"), and
WHEREAS, pursuant to the terms of the Master Ordinance, the City has adopted ten
Supplements (designated as the "First Supplement","Second Supplement", "Third Supplement",
"Fourth Supplement", "Fifth Supplement", "Sixth Supplement", "Seventh Supplement", "Eighth
Supplement", "Ninth Supplement", and "Tenth Supplement", respectively, and the "Pnor
~ Supplements", collectively) pursuant to which (i) the Crty of Fort Worth, Texas Water and Sewer
System Revenue Refunding Bonds, Serves 1991A and Serves 1991B, the City of Fort Worth, Texas
Water and Sewer System Revenue Refunding Bonds, Series 1993, the City of Fort Worth, Texas
Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1996, the Crty of Fort
•
Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1997,
the Crty of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement
Bonds, Senes 1998, the Crty of Fort Worth, Texas Water and Sewer System Revenue Bonds, Serves
2000, the Crty ofFort Worth, Texas Water and Sewer System Revenue Refunding and Improvement
Bonds, Senes 2000B, the Crty ofFort Worth, Texas Water and Sewer System Revenue Bonds, Serves
2001 and the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and
Improvement Bonds, Senes 2003 were issued, and (ii) the City entered into two respective ISDA
Master Agreements (referred to herein as the "Swap Agreements"), one with Lehman Brothers
Special Financing Inc ,and the other with GBDP, L.P ,and
WHEREAS, the aforesaid Series 1991A Bonds and the Serves 1991B Bonds issued pursuant
to the terms of the First Supplement are no longer are outstanding, and the aforesaid Series 1993
Bonds, Serves 1996 Bonds, Senes 1997 Bonds, Series 1998 Bonds, Senes 2000 Bonds, Senes 2000B
Bonds, Series 2001 Bonds and Serves 2003 Bonds are hereinafter referred to as the "Previously
Issued Panty Bonds", and
WHEREAS, the Swap Agreements entered into pursuant to the terms of the Fourth
Supplement by their respective teens have expired, and the City has no further obligations thereunder;
and
WHEREAS, the Previously Issued Panty Bonds are secured by a first lien on and pledge of
the Pledged Revenues of the System, and
N WHEREAS, m addition to the Previously Issued Panty Bonds, the Crty has authorized the
issuance ofup to $75,000,000 ofits Water and Sewer System Commercial Paper Notes, Senes 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, m connection with the Commercial Paper Notes, the Crty has obtained a line of
credit from West LB AG (formerly Westdeutsche Landesbank Girozentrale, New York Branch) (the
"Bank"), and
WHEREAS, the obligations of the Crty under the agreement with the Bank are secured by
alien on and pledge of the Pledged Revenues of the System, subordinate to the lien on and pledge
of the Pledged Revenues of the System m favor of the owners of the Previously Issued Parrty Bonds,
and
WHEREAS, the Crty currently does not have any Commercial Paper Notes outstanding; and
WHEREAS, rt is deemed advisable and to the best interest of the City, and the City Council
of the Crty has determined, to refund the outstanding obligations of the City described m Schedule
I attached to this Ordinance (the "Refunded Bonds") to achieve a debt service savings with respect
to the Refunded Bonds, and
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WHEREAS, the City Council has adopted this Eleventh Supplement to the Master Ordinance
in accordance with the provisions of the Master Ordinance and the bonds hereinafter authorized shall
~ hereafter constitute Panty Obligations under the Master Ordinance, and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
Chapters 1207 and 1371, Texas Government Code, for the purposes set forth above
~ NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS
SECTION 1 DEFINITIONS That in addition to the definitions set forth m the preamble
of this Eleventh Supplement, the teens used in this Eleventh Supplement (except in the FORM OF
BOND) and not otherwise defined shall have the meamngs given in the Master Ordinance, the Prior
Supplements or in Exhibit A to this Eleventh Supplement. Any references in this Eleventh
Supplement to the "FORM OF BOND" shall be to the form of the Bonds as set forth in Exhibit B to
,this Eleventh Supplement.
~ Section 2 BONDS AUTHORIZED That the "City ofFort Worth, Texas Water and Sewer
System Revenue Refunding Bonds, Senes 2003A" are hereby authorized to be issued in an aggregate
pnncipal amount not to exceed $60,000,000 for the purpose of (i) refunding the Refunded Bonds,
(ii) funding the Reserve Fund, and (iii) paying the costs of issuance associated with the Bonds.
Section 3 DATE, DENOMINATIONS, NUMBER, MATURITIES AND TERMS OF
~ BONDS (a) Authont ty o Sell. That imtially there shall be issued, sold, and delivered hereunder
fully registered bonds, without interest coupons, numbered consecutively from R-1 upward, payable
to the respective initial registered owners thereof, or to the registered assignee or assignees of the
Bonds or any portion or portions thereof, in the denomination of $5,000 or any integral multiple
thereof (an "Authorized Denomination"), maturing not later than February 15, 2020, payable serially
~ or otherwise on the dates, in the years and in the principal amounts, respectively, and dated, all as set
forth in the Purchase Contract.
(b) Sale to Underwriters, Execution ofPurchase Contract. It is hereby found and determined
to be in the best interests of the City for the Bonds to be issued under this Eleventh Supplement to
be sold through a negotiated sale pursuant to the procedures set forth herein. Morgan Stanley & Co
Incorporated is hereby designated to be the senior managing underwriter for the Bonds The City
Manager, acting for and on behalf of the City, is authorized to enter into and carry out the Purchase
Contract with the Underwriters, in substantially the form attached hereto and made a part hereof for
all purposes, with such changes as may be necessary to effect the sale of the Bonds to the
Underwriters The Bonds shall be sold to the Underwriters at such price, and subject to such terms
and conditions as set forth in the Purchase Contract, as shall be determined by the City Manager
pursuant to subsection (c) below The authority of the City Manager to execute the Purchase
Contract shall expire if the Purchase Contract has not been executed and delivered by the City and
by the Underwriters (acting through Morgan Stanley & Co Incorporated, their duly designated
representative) by 5 00 p m., Tuesday, February 17, 2004 Any finding or determination made by the
City Manager relating to the issuance and sale of the Bonds and the execution of the Purchase
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Contract In connection therewith shall have the same force and effect as a finding or determination
made by the Clty Council
(c) Terms of Bonds As authorized by Chapter 1207 and Chapter 1371, the Clty Manager
Is hereby authorized, appointed, and designated to act on behalf of the Crty In selling and delivering
the Bonds and carrying out the other procedures specified In this Eleventh Supplement, including
determlmng and fixing the date of the Bonds, any additional or different designation or title by which
. the Bonds shall be known, the aggregate principal amount of the Bonds sold (subject to the limitation
set forth In Section 2 hereof), the date of delivery of the Bonds, the puce at which the Bonds will be
sold, the years In which the Bonds will mature (subject to the limitation set forth In Section 2 hereof),
the principal amount of Bonds to mature In each of such years, the rate of interest to be borne by each
such maturity, the interest payment periods, the dates, pace, and terms upon and at which the Bonds
• shall be subject to redemption pnor to matunty at the option of the Crty, as well as any mandatory
sinking fund redemption provisions, and all other matters relating to the Issuance, sale, and delivery
of the Bonds, and the refunding of the Refunded Bonds, Including, without limitation, detenmmng
the method by which the Reserve Fund shall be funded In an amount equal to the Required Reserve
Amount, and obtalmng a municipal bond Insurance policy In support of all or any portion of the
Bonds and/or a debt service reserve fund surety policy m connection with the funding of the Reserve
~ Fund, all of which shall be specified In the Purchase Contract; provided, that (i) the puce to be paid
for the Bonds shall not less than 95% of the aggregate onginal principal amount thereof, plus accrued
Interest thereon from the date of their delivery, (ii) none of the Bonds shall bear Interest at a rate
greater than 10% per annum, and (iii) the Bonds shall not he sold for the purpose of refunding the
Refunded Bonds unless the refunding of the Refunded Bonds results in achieving the minimum net
• present value debt service savings threshold described In Section 24 of this Eleventh Supplement.
The amount of the savings to be realized from the refunding of the Refunded Bonds, on both a gross
and a net present value basis, shall be set forth m a certificate (further described m Section 24 of this
Eleventh Supplement) to be executed by the Director of Finance
• (d) Offenn~ Documents The Crty Manager and the Director of Finance are authonzed and
directed to provide for and oversee the preparation of a preliminary and final official statement In
connection with the issuance of the Bonds, and to approve such prellrrunary and final official
statement and deem such preliminary official statement final In compliance with the Rule and to
provide rt to the Underwnters of the Bonds m compliance with the Rule
Section 4 RIGHT OF PRIOR REDEMPTION (a) Redemption. That the Bonds maybe
subject to redemption pnor to their scheduled maturities at the option of the Clty, on the dates and
In the manner as provided In the Purchase Contract. Should the Purchase Contract provide for the
redemption of the Bonds pnor to their scheduled maturities at the option of the Clty, If less than al]
of the Bonds are to be redeemed by the Clty, the City shall determine the maturity or maturities and
the amounts thereof to be redeemed and shall direct the Paying Agent/Reglstrar to call by lot Bonds,
or portions thereof, within such matunty or matuntles and In such principal amounts, for redemption,
provided, that during any penod In which ownership ofthe 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
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such interest rate shall be selected m accordance with the arrangements between the City and the
securities depository
(b) Sinks ~LFund PaXments Should the Purchase Contract provide for the mandatory snnking
fund redemption of the Bonds, the terms and conditions governing any such mandatory sinking fund
redemption and the payments relating thereto shall be as set forth m the Purchase Contract.
(c) General Notice Notice of any redemption of Bonds shall be given m the followm;g
~ manner, to-wit, (i) a written notice of such redemption shall be given to the owner of each Bond or
a portion thereof being called for redemption not more than 60 days nor less than 30 days pnor to
the date fixed for such redemption by depositing such notice nn the United States Mail, first-class
postage prepaid, addressed to each such owner at the address thereof shown on the Registration
Books of the Paying Agent/Registrar and (ii) a notice of such redemption shall be published one time,
at least 30 days pnor to the date fixed for such redemption, m a journal or publication of general
circulation nn the United States of America which carraes 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 nn the sending or mailnng thereof, shall not affect the
validnty or effectiveness of the proceednngs for the redemption of any Bond, as publication of notice
r as described m clause (ii) above shall be the only notice actually required m connection with or as a
prerequnsite to the redemption of any Bonds By the date fixed for any such redemption due
provision shall be made by the City wrath the Paying Agent/Registrar for the payment of the required
redemption pace for the Bonds or the portions thereof which are to be so redeemed, plus accrued
interest thereon to the date fixed for redemption. If such notice of redemption is graven, 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 pnor to their scheduled maturities,
and shall not bear interest after the date fixed for their redemption, and shall not be regarded as being
outstanding except for the right of the owner to receive the redemption puce plus accrued merest
to the date fixed for redemption from the Paying Agent/Regnstrar out of the funds provided for such
• payment. The Paying Agent/Registrar shall record m 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
i at the expense of the City, all as provided in this Eleventh Supplement The maturities
cancellation
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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 Paynng Agent/Registrar (provided that a portion of a Bond maybe redeemed only in
an integral multiple of $5,000) The Crty shall give written notice to the Paying AgentJRegistrar of
any such redemption of Bonds at least 60 calendar days (or such shorter period as is acceptable to
the Paynng Agent/Registrar) pnor to such redemption.
(d) Notice to Securities Depositories (i) In addrtion to the manner of providing notice of
redemption of Bonds as set forth above, the Paying Agent/Registrar shall give notice of redemption
_ of Bonds by United States Mail, first-class postage prepaid, at least thirty (30) days pnor to a
redemption date to each registered securities depository and to any national information service that
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disserrunates redemption notices In addition, m the event of a redemption caused by an advance
refunding of the Bonds, the Paying Agent~Registrar shall send a second notice of redemption to the
persons specified m the immediately preceding sentence at least thirty (30) days but not more than
ninety (90) days prior to the actual redemption date Any notice sent to the registered securities
deposrtones or such national information services shall be sent so that they are received at least two
(2) days prior to the general mailing or publication date of such notice The Paying Agent/Registrar
shall also send a notice of prepayment or redemption to the owner of any Bond who has not sent the
Bonds m for redemption sixty (60) days after the redemption date
(ii) Each redemption notice, whether required m the FORM OF BOND or otherwise by th~a
Eleventh Supplement, shall contain a description ofthe Bonds to be redeemed including the complete
name of the Bonds, the serves, the date of issue, the interest rate, the matunty date, the CUSL~P
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 ofthe Paying Agent/Registraravd the address
at which the Bond may be redeemed mcludmg a contact person and telephone number
(iii) All redemption payments made by the Paying Agent/Registrar to the registered owners
of the Bonds shall include a CUSIP number relating to each amount paid to such registered owner
Section 5 CHARACTERISTICS OFTHE BONDS (a) Registration, Transfer, Conversion
and Exchange, Authentication. The Crty shall keep or cause to be kept at the designated corporate
trust office of Wells Fargo Bank, N A. (the "Paying Agent/Registrar"), books or records for the
registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and
~ the Crty hereby appoints the Paying Agent/Registrar as tts 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 Crty and the Paying Agent/Registrar may prescribe, and the Paying
AgentlRegistrar shall make such registrations, transfers, conversions and exchanges as herein pro-
vided. The Paying Agent/R.egistrar shall obtain and record m the Registration Books the address of
~ the owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein
provided, but rt shall be the duty of each owner to notify the Paying Agent/Registrar m wntmg of the
address to which payments shall be mailed, and such interest payments shall not be mailed unless such
notice has been given. The Crty shall have the right to inspect at the Designated Trust Office the
Registration Books dunng regular business hours of the Paying AgentlRegistrar, but otherwise the
Paying Agent/Registrarsliall keep the Registration Books confidential and, unless otherwise required
by law, shall not penrut their inspection by any other entity Except as otherwise provided m the
FORM OF BOND, the owner of each Bond requesting a conversion, transfer, exchange and delivery
of such Bond shall pay the Paying Agent/Registrar's standard or customary fees and charges for
malcmg 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 m the
manner provided and with the effect stated m the m the FORM OF BOND Each substitute Bond
shall bear a letter andlor number to distinguish it from each other Bond. An authorized representative
of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the
"Paying AgentlRegistrar's Authentication Certificate" m the form set forth m the FORM OF BOND
(the "Authentication Certificate"), and, except as provided below, no such Bond shall be deemed to
be issued or Outstanding unless such Certificate is so executed, the foregoing notwithstanding, such
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Certificate need not be executed if any such Bond is accompamed by an executed "Comptroller's
Registration Certificate" in the form set forth in the FORM OF BOND The Paying Agent/Registrar
promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange No
additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the
City or any other body or person so as to accomplish the foregoing conversion and exchange of any
Bond or portion thereof, and the Paying AgentJRegistrar shall provide for the pnntmg, execution, and
delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1206, the duty
A of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying
AgentJRegistrar, and, upon the execution of the Authentication Certificate, the converted and
exchanged Bond shall be valid, incontestable, and enforceable m the same manner and with the same
effect as the Bonds which imtially were issued and delivered pursuant to this Eleventh Supplement,
approved by the Attorney General, and registered by the Comptroller of Public Accounts. As of the
date this Eleventh Supplement is approved by the City, the Designated Trust Office is the
~ Minneapolis, Minnesota corporate trust office of Wells Fargo Bank, N A.
(b) Pavment of Bonds and Interest The Crty hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the pnncipal of, premium, if any, and interest
on the Bonds, all as provided m this Eleventh Supplement. The Paying Agent/Registrar shall keep
~ proper records of all payments made by the City and the Paying Agent/Registrar with respect to the
Bonds.
(c) In General. The Bonds (i) shall be issued m fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered owners
~ thereof, (ii) may be redeemed pnor to their scheduled maturities, (iii) may be transferred and assigned,
(iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi} shall be
signed, sealed, executed and authenticated, (vti) the principal of and interest on the Bonds shall be
payable, and (viii) shall be adrrumstered and the Paying Agent/Registrarand the Crty shall have certain
duties and responsibilities with respect to the Bonds, all as provided, and m the manner and to the
• effect as required or indicated, in the FORM OF BOND The Bonds initially issued and delivered
pursuant to this Eleventh Supplement are not required to be, and shall not be, authenticated by the
Paying Agent/Registrar, but on each substitute Bond issued m conversion of and exchange for any
Bond or Bonds issued under this Eleventh Supplement the Paying AgentlReg~strar shall execute the
Authentication Certificate
(d) Substitute Paving A entfRe isg_trar The Crty 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 Pa}nng Agent/Registrar for the Bonds under this Eleventh Supplement, and
that the Paying Agent/Registrar will be one entity Such entity may be the City, to the extent
perrtutted by law, or a bank, trust company, financial institution, or other agency, as selected by the
Crty The City reserves the nght to, and may, at its option, change the Paying Agent/Registrarugon
not less than 120 days wntten notice to the Paying Agent/Registrar, to be effective not later than 60
days pnor to the next pnncipal or interest payment date after such notice In the event that the entity
at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other
method) should resign or otherwise cease to act as such, the City covenants that promptly it will
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appoint a competent and legally qualified entity to act as Pa}nng AgentlRegistrarunder thnsEleventh
Supplement. Upon any change m the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relatmg,to the Bonds, to the new Paying AgentlRegistrardesigriated and
appointed by the Crty Upon any change m the Paying Agent/Registrar, the City promptly will cause
a written notice thereof to be sent by the new Paying Agent/Registrar to each owner of the Bonds,
by United States Mail, first-class postage prepaid, which notice also shall give the address of the new
Paying Agent/Registrar By accepting the position and performing as such, each Paying Agent/Regis-
trar shall be deemed to have agreed'to the provisions of this Eleventh Supplement, and a certified
copy of this Eleventh Supplement shall be delivered to each Paying Agent/Registrar
Section 6 FORM OF BONDS (a) Form of Bonds. That the form of all Bonds, including
the form of the Paying Agent/Registrar's Certificate, the form of Assignment, and the form of the
`• Comptroller's Registration Certificate to be attached only to the Bonds irut~ally issued and delivered
pursuant to this Eleventh Supplement, shall be, respectively, substantially as set forth m Exhibit B,
with such appropriate variations, ornissions, or insertions as are permitted or required by this Eleventh
Supplement and the Purchase Contract.
• (b) Printing Bond Counsel Opinion. and Statement of Insurance The printer of the Bonds is
hereby authorized to pant 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
i
Section 7 ESTABLISI-IlVIENT OF FINANCING PROGRAM AND ISSUANCE OF
PARITY OBLIGATIONS That by adoption of the Master Ordinance the Crty has established the
Crty of Fort Worth, Texas Water ands 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 Eleventh 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 Panty Obligations The Master Ordinance is incorporated herein by reference and as such
made a part hereof for all purposes, except to the extent modified and supplemented hereby, and the
Bonds are hereby declared to be Panty Obligations under the Master Ordinance. The City hereby
deterrnines that nt 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 obingations of the Crty relating to the System.
Section 8 PLEDGE (a) That the Bonds are and shall be secured by and payable from a first
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 Waxed, constituting the System.
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(b) Chapter 1208 applies to the issuance of the Bonds and the pledge of the Pledged
Revenues granted by the City under subsection (a) of this Section, and such pledge is therefore valid,
effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and
unpaid such that the pledge of the Pledged Revenues granted by the City is to be,sub~ect 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 to the credit of the Reserve Fund shall be
made in the manner described in Section 12(b) of this Eleventh Supplement.
Section 11 INVESTMENTS That money in the Reserve Fund created under this Eleventh
Supplement shall not be invested in securities with an average aggregate weighted maturity of greater
~ than seven years. The value of the Reserve Fund, in addition to the annual determination described
in the Master Ordinance, shall be established at the time or times withdrawals are made therefrom.
Investments shall be sold promptly when necessary to prevent any default in connection with the
Bonds Earnings derived from the investment of moneys on deposit in the various Funds and
Accounts shall be credited to the Fund or Account from wliich moneys used to acquire such
• investment shall have come
Section 12 FLOW OF FUNDS That all monies in the System Fund not required for paying
Operating Expenses during each month shall be applied by the Crty, on or before the 10th day of the
following month, commencing during the months and in the order of priority with respect to the
~ Funds and Accounts that such applications are hereinafter set forth in this Section.
(a) Debt Service Fund - To the credit of the Debt Service Fund, in the following order of
priority, to-wit
(1) such amounts, deposited in approximately equal monthly installments,
commencing during the month in which the Bonds are delivered, or the month thereafter if
delivery is made after the 10th day thereof, as will be sufficient, together with other amounts,
if any, in the Debt Service Fund available for such purpose, to pay the interest scheduled to
come due on the Bonds on the next succeeding interest payment date, and
(2) such amounts, deposited in approximately equal monthly installments,
commencing during the month which shall be the later to occur of, (i) the twelfth month
before the first maturity date of the Bonds, or (ii) the month in which the Bonds are delivered,
or the month thereafter if delivery is made after the 10th day thereof, as will be sufficient,
together with other amounts, if any, in the Debt Service Fund available for such purpose, to
pay the principal (including mandatory sinking fund redemption payments, if any) scheduled
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to mature or come due on the Bonds on the next succeeding principal payment date or
mandatory sinking fund redemption date, as the case may be
(b) Reserve Fund. When and so long as the Reserve Fund Obligations in the Reserve Fund
are not less than the Required Reserve Amount, no deposits need be made to the credit of the
Reserve Fund. When and if the Reserve Fund at any time contains less than the Required Reserve
Amount due to any cause or condition then, subject and subordinate to making the required deposits
to the credit of the Debt Service Fund, commencing with the month 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, ;m monthly installments of not less than 1/12 of the Required
Reserve Amount, in the manner provided m the Master Ordinance Reimbursements to the provider,
if any, of a Credit Facility shall constitute the making up of a deficiency to the extent that such
reimbursements result m the reinstatement, m whole or m part, as the case maybe, of the amount of
the Credit Facility
Section 13 PAYMENT OF BONDS That on or before the first scheduled interest payment
date, and on or before each interest payment date and principal payment date thereafter while any of
the Bonds are Outstanding and unpaid, the Crty shall make available to the Paying Agent/Registrar,
out of the Debt Service Fund (and the Reserve Fund, if necessary) monies sufficient to pay such
rnterest on and such principal amount of the Bonds, as shall become due on such dates, respectively,
at maturity or by redemption pnor to maturity The Paying Agent/Registrar shall destroy all paid
Bonds and fizrmsh the Crty with an appropnate certificate of cancellation or destruction.
~ Section 14 COVENANTS REGARDING TAX-EXEMPTION That the Issuer covenants
to refrain from any action whrch would adversely affect, or to take such actron as to ensure, the
treatment of the Bonds as obligations described rn Sectron 103 of the Code, the rnterest on whrch rs
not includable in the "gross income" of the holder for purposes of federal rncome taxation. In
furtherance thereof, the Issuer covenants as follows
A
(a) to take any actron to assure that no more than ten percent of the proceeds of the
Bonds or the projects financed therewith (less amounts deposrted to a reserve fund, if any)
are used for any "pnvate business use", as defined rn Sectron 141(b)(6) of the Code or, if
more than ten percent of the proceeds are so used, that amounts, whether or not received by
the Issuer, with respect to such pnvate busrness use, do not, under the terms of this Ordinance
or any underlying arrangement, directly or indirectly, secure or provide for the payment of
more than ten percent of the debt service on the Bonds, rn contravention of section 141(b)(2)
of the Code;
(b) to take any actron to assure that rn the event that the "private busrness use"
described rn subsection (a) hereof exceeds five percent of the proceeds of the Bonds or the
projects financed therewrth (less amounts deposrted into a reserve fund, rf any) then the
amount rn excess of five percent rs used fora "private busrness use" whrch is "related" and not
"disproportionate", withrnthemeaning of section 141(b)(3) ofthe Code, to the governmental
s use,
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(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, of any) is directly or indirectly used to finance loans to persons, other than state
or local governmental units, m contravention of section l41(c) of the Code,
(d) to refrain from taking any action which would otherwise result m the Bonds being
treated as "specified pnvate activity bonds" within the meaning of section 141(b) of the Code,
(e) to refrain from taknng any action that would result m the Bonds being "federally
guaranteed" wrtlun the meaning of section 149(b) of the Code,
(f) to refrain from using any portion of the proceeds of the Bonds, directly o~r
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined nn section 148(b)(2) ofthe Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with -
(1) proceeds of the Bonds invested for a reasonable temporary penod of 30
days or less, m the case of advance refunding bonds, or for a penod of 90 days or less,
nn the case of current refunding bonds, until such proceeds are needed for the purpose
for which the Bonds are issued,
(2) amounts invested m a bona fide debt service fund, wtthm the meaning of
section 1 148-1(b) of the Treasury Regulations, and
•
(3) amounts deposited in any reasonably required reserve or replacement fund
to the extent such amounts do not exceed ten percent of the proceeds of the Bonds,
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refizndmgs), and
(h) to pay to the United States of America at least once during each five-year
~ penod (beginning on the date of delivery of the Bonds} an amount that is at least equal to 90
percent ofthe "Excess Earnings", w~tlin the meaning of section 148(f j ofthe Code and to pay
to the United States of America, not later than 60 days after the Bonds have been paid m full,
100 percent of the amount then required to be paid as a result of Excess Earnings under
section 148(f) of the Code
For purposes of the foregoing clauses (a} and (b} above, the Issuer understands that the term
"proceeds" nncluded "disposition proceeds" as defined in the Treasury Regulations and, in the case
of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended pnor
to the date of the issuance of the Bonds. It ~s the understanding of the Issuer that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
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promulgated by the U S Department of the Treasury pursuant thereto In the event that regulations
or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable
to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the
extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under section
103 of the Code In the event that regulations or rulings are hereafter promulgated which impose
additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the
additional requirements to the extent necessary, m the opinion ofnatronally-recognized bond counsel,
to preserve the exemption from federal income taxation of interest on the Bonds under section 103
of the Code In furtherance of the foregoing, the Mayor, the City Manager, any Assistant City
Manager, and the Director of Finance may execute any certificates or other reports required by the
Code and to make such electrons, on behalf of the City, which may be permitted by the Code as are
consistent with the purpose for the issuance of the Bonds In order to facilitate compliance with the
above clause (h), a "Rebate Fund" rs 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 persor.~,
including without limitation the registered owners of the Bonds The Rebate Fund is established for
the additional purpose of compliance with section 148 of the Code
~ Section 15 AMENDMENT OF ELEVENTH SUPPLEMENT (a) That the owners of a
ma~onty rn Outstanding Principal Amount of the Bonds shall have the right from time to time to
approve any amendment to this Eleventh Supplement which maybe deemed necessary or desirable
by the City, provided, however, that nothing herein contained shall pernvt or be construed to permit
the amendment of the teens and conditions in this Eleventh Supplement or rn the Bonds so as to
•
(1) Make any change in the matunty of any of the Outstanding Bonds,
(2) Reduce the rate of interest borne by any of the Outstanding Bonds,
(3) Reduce the amount of the pnncrpal payable on the Outstanding Bonds,
(4) Modify the teens of payment of pnncrpal of, premium, rf any, or interest on the
• Outstanding Bonds or impose any conditions with respect to such payment,
(5) Affect the nghts of the owners of less than all of the Bonds then Outstanding;
(6) Amend this clause (a) of this Section, or
(7) Change the minimum percentage of the pnncrpal amount of Bonds necessary for
consent to any amendment,
_~
unless such amendment or amendments shall be approved by the owners of all of the Bonds then
Outstanding.
(b) That if at any time the Crty shall desire to amend the Eleventh Supplement under this
Section, the City shall cause notice of the proposed amendment to be published in a financial
newspaper or journal published in the City of New York, New York, and a newspaper of general
circulation in the City, once during each calendar week for at least two 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 AgentJRegistrar for inspection by all owners of
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the Bonds. Such publication ns not required, however, of notice m wntnng ns given to each owner of
the Bonds
(c) That whenever at any time not less than 30 days, and wnthin one year, from the date of
the first publication of said notice or other service of written notice the Crty shall receive an
instrument or instruments executed by the owners of at least a ma~onty 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 wrath the Paying Agent/Regnstrar, the governing
body of the Cnty may pass such amendment nn substantially the same form.
(d) That upon the passage of any such amendment pursuant to the provnsnons of this Sectnon,
this Eleventh Supplement shall be deemed to be amended nn accordance with such amendment, and
the respective nghts, duties and obligations under this Eleventh Supplement of the City and all the
owners ofthen Outstanding Bonds shall thereafter be deternuned, exercised and enforced hereunder,
subject nn all respects to such amendment.
(e) That any consent graven by the owners of a Bond pursuant to the provisions of thus Sectnon
shall be nrrevocable for a period of snx months from the date of the first pubincation of the notnce
A provnded for in thus Sectnon, and shall be conclusive and bnndnng upon all future owners of the same
Bond dunng such period. Such consent may be revoked at any tame after snx months from the date
of the first publication of such notnce by the owner who gave such consent, or by a successor in title,
by filing written notnce thereofwith the Paying Agent/Regnstrararad the City, but such revocatnon shall
not be effective if the owners of at least a ma~onty in Outstanding Pnncnpal Amount of the Bonds
A have, prior to the attempted revocatnon, consented to and approved the amendment
(f) The foregoing provnsnons of this Sectnon notwrthstandnng, the Crty by actnon of the Crty
Council may amend thus Eleventh Supplement without the consent of any owner of the Bonds or any
other Panty Obligations, solely for any one or more of the follownng purposes
A
(i) To add to the covenants and agreements of the Cnty in this Eleventh Supplement
contanned, other covenants and agreements thereafter to be observed, grant addntnonal nghts
or remednes to the owners of the Bonds or to surrender, restrnct or lnmit any rnght or power
herenn reserved to or conferred upon the Crty;
•
(2) To make such provnsnons for the purpose of cunng any ambngunty, or curnng,
correcting or supplementing any deectnve provisnon contanned in thus Eleventh Supplement,
or nn regard to clanfynng matters or questions arising under thus Eleventh Supplement, as are
necessary or desnrable and not contrary to or inconsnstent wrath thus Eleventh Supplement and
- wlinch shall not adversely affect the nnterests of the owners of the Bonds then Outstanding;
(3) To modify any of the provnsnons of thus Eleventh Supplement in any other respect
whatever, provnded that such modification shall be, and be expressed to be, effectnve only
after the Bonds Outstanding at the date of the adoption of such modnficatnon shall cease to
- be Outstanding;
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(4) To make such amendments to this Eleventh Supplement as maybe required, in
the opinion of Bond Counsel, to ensure compliance with sections 103 and 141 through 1.50
of the Code and the regulations promulgated thereunder and applicable thereto,
(5) To make such changes, modifications or amendments as may be necessary or
desirable m order to allow the owners of the Bonds to thereafter avail themselves of a book-
entry system for payments, transfers and other matters relating to the Bonds, which changes,
modifications or amendments are not contrary to or inconsistent with other provisions of thus
Eleventh Supplement and which shall not adversely affect the interests of the owners of the
Bonds,
(6) 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 Ratir,~g
Agency or to obtain or maintain a Credit Agreement or a Credit Facility issued in support of
the Bonds, and
(7) 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 (b) of
this Section, provided, however, that the publication of such notice shall not constitute a condition
precedent to the adoption of such amendatory ordinance and the failure to publish such notice shall
not adversely affect the implementation of such amendment as adopted pursuant to such amendatory
ordinance
(g) Ownership of the Bonds shall be established by the Registration Books maintained by
the Paying Agent/Registrar, in its capacity as registrar and transfer agent for the Bonds
Section 16 DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS
(a) That in the event any Outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the
Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same
principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed
Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall
be made to the Paying Agent/Registrar In every case of loss, theft, or destruction of a Bond, the
applicant for a replacement bond shall furnish to the City and to the Paying 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 furmsh to the City and to the Paying Agent/Registrar evidence to their satisfaction of
the loss, theft, or destruction of such Bond, as the case may be In every case of damage or
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mutilation of a Bond, the applicant shall surrender to the Paying AgentlRegistrar for cancellation the
Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, m the event any such Bond shall
have matured, and no default has occurred which is then continuing m the payment of the principal
of, redemption prertuum, if any, or interest on the Bond, the City may authorize the payment of the
same (without surrender thereof except m the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provided security or indemnity is furmshed as above provided in tlvs
Section.
(d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge
the owner of such Bond with all legal, printing, and other expenses m 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 or not the
lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of this Eleventh Supplement equally and proportionately with any and all
other Bonds duly issued under this Eleventh Supplement.
(e) In accordance with Chapter 1206, this Section of this Eleventh Supplement shall
• constitute authority for the issuance of any such replacement bond without necessity of further action
by the govermng 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 Agent/Registrar, and the Paying
Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect,
as provided m Section 5(a) of this Eleventh Supplement for Bonds issued in exchange for other
~ Bonds
Section 17 CONTINUING DISCLOSURE UNDERTAKING (a) Annual Reports. (i)
The City shall provide annually to each NRMSIR and any SID, within six months after the end of
each Fiscal Year ending in or after 2004, financial information and operating data with respect to the
~ City of the general type included m the final Official Statement authorized by Section 3(d) of this
Eleventh Supplement, being the information described m 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 comrrussions an audit of such
~ statements and the audit is completed wrtlun the period during which they must be provided. If the
audit of such financial statements is not complete wrtlun such period, then the City shall provide
unaudited financial statements wrtlun such period and shall provide audited financial statements for
the applicable Fiscal Year to each NRMSIR and any SID, when and if the audit report on such
statements becomes available
_ (ii) If the City changes its Fiscal Year, rt will notify each NRMSIR and any SID of the change
(and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise would
be 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 maybe set forth in full m one
-_ or more documents or may be included by specific reference to any document (including an official
statement or other offering document, if it is available from the MSRB) that theretofore has been
provided to each NRMSIR and any SID or filed with the SEC
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(b) Material Event Notices. The City shall notify any SID and either each NRMSIR or the
MSRB, m a timely manner, of any of the following events with respect to the Bonds, of such event
ns material wnthnn the meaning of the federal securities laws
1 Pnncnpal and nnterest payment delinquencies,
2 Non-payment related defaults,
3 Unscheduled draws on debt service reserves reflecting financial dnfficultnes,
4 Unscheduled draws on credit enhancements reflecting financial difficulties,
5 Substrtutnon of credit or hqundrty provnders, or thenr failure to perform,
6 Adverse tax opnmons or events affecting the tax-exempt status of the Bonds,
7 Modnficatnons to rights of holders of the Bonds,
8 Bond calls,
9 Defeasances,
10 Release, substntutnon, or sale ofproperty securing repayment ofthe Bonds, and
1 i Rating changes
The Crty shall notify any SID and either each NRMSIR or the MSRB, m a timely manner, of any
failure by the Cnty to provide financial nnformatnon or operatnng data nn accordance with subsection
(a) of this Sectnon by the tnme required by such subsectnon.
(c) Lmm~tatnons, Dnsclanmers. and Amendments (i) The Crty shall be obligated to observe
and perform the covenants specnfied nn thns Sectnon for so long as, but only for so long~as, the Cnty
remanns an "obingated person" wrath respect to the Bonds wnthnn the meannng of the Rule, except that
the Crty nn any event will grave notnce of any deposnt made m accordance with this Eleventh
Supplement or applncable law that causes Bonds no longer to be outstandnng.
(ii) The provnsnons of this Sectnon are for the sole benefit of the Holders and beneficnal owners
of the Bonds, and nothnng nn thns Sectnon, express or nmplned, shall grave any benefit or any legal or
equntable nght, remedy, or clanm hereunder to any other person. The Cnty undertakes to provnde only
the financnal nnformatnon, operatnng data, financnal statements, and notnces which rat has expressly
agreed to provnde pursuant to thns Sectnon and does not hereby undertake to provnde any other
nnformatnon that may be relevant or maternal to a complete presentatnon of the Cnty's financnal results,
condntnon, or prospects or to update any nnformatnon provided nn accordance wrath thns Sectnon or
otherwnse, except as expressly provnded herenn. The Cnty does not make any representatnon or
warranty concerning such nnformatnon or rats usefulness to a decnsnon to nnvest nn or sell Bonds at any
future date
(ini) UNDERNO CIRCUMSTANCES SHALL THE CITYBE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH.
SHALL BE LIlVIITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE
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(iv) No default by the City in observing or perforrrung its obligations under this Section shall
comprise a breach of or default under this Eleventh Supplement for purposes of any other provision
of this Eleventh Supplement. Nothing in this Section is intended or shall act to disclaim, waive, or
otherwise hrnit the duties of the Crty under federal and state securities laws
(v) The provisions of this Section maybe amended by the Crty from time to time to adapt to
changed circumstances that arse from a change in legal requirements, a change m law, or a change
m the identity, nature, status, or type of operations of the City, but only of (1) the provisions of this
Section, as so amended, would have permitted an underwater to purchase or sell Bonds m the
• pamary offenng of the Bonds m compliance with the Rule, talcmg into account any amendments or
interpretations of the Rule since such offenng as well as such changed circumstances and (2) either
(a) the Holders of a ma}onty m aggregate pnncipal amount (or any greater amount required by amy
other provision of this Eleventh Supplement that authorizes such an amendment) of the outstanding;
Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally
• recognized bond counsel} determines that such amendment will not mateaally impair the interest of
the holders and beneficial owners of the Bonds If the City so amends the provisions of thus Section,
rt shall nnclude with any amended financial reformation or operating data next provided m accordance
with subsection (a) of thus Section an explanation, m narrative form, of the reason for the amendment
and of the impact of any change m the type of financial information or operating data so provided
•
Section 18 ELEVENTH SUPPLEMENT TO CONSTITUTE A CONTRACT, EQUAI.
SECURITY That m consideration of the acceptance of the Bonds, the issuance of which is
authonzed hereunder, by those who shall hold the same from time to time, this Eleventh Supplement
shall be deemed to be and shall constitute a contract between the Crty and the Holders from time to
~ tame of the Bonds and the pledge made nn this Eleventh Supplement by the City and the covenants
and agreements set forth nn this Eleventh Supplement to be performed by the City shall be for the
equal and proportionate benefit, security, and protectnon of all Holders, without preference, pnonty,
or distinctnon as to security or otherwise of any of the Bonds authonzed hereunder over any of the
others by reason of time of issuance, sale, or maturity thereof or otherwise for any cause whatsoever,
• except as expressly provided m or permitted by this Eleventh Supplement.
Section 19 SEVERABILITY OF INVALID PROVISIONS That if any one or more of the
covenants, agreements, or provisions herenn contained shall be held contrary to any express provisions
of law or contrary to the policy of express law, though not expressly prohibited, or against public
O 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 PERFORMANCE ON BUSINESS DAYS That, except as
provided to the contrary in the FORM OF BOND, whenever under the terms of thus Eleventh
Supplement or the Bonds, the performance date of any provision hereof or thereof, including the
payment of principal of or interest on the Bonds, shall occur on a day other than a Business Day, then
the performance thereof, including the payment of principal of and interest on the Bonds, need not
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be made on such day but may be performed or paid, as the case may be, on the next succeeding
Business Day with the same force and effect as if made on the date of performance or payment.
Section 21 LIlVIITATION OF BENEFITS WITH RESPECT TO THE ELEVENTH
Supplement. That with the exception of the nghts or benefits herein expressly conferred, nothing
expressed or contained herein or implied from the provisions of this Eleventh 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 nght, remedy, or claim under or
by reason of or m respect to this Eleventh Supplement or any covenant, condition, stipulation,
promise, agreement, or provision herein contained. This Eleventh Supplement and all of the
covenants, conditions, stipulations, prorruses, agreements, and provisions hereof are intended to be
and shall be for and inure to the sole and exclusive benefit of the City, the Holders, and the Paym;g
Agent/Registrar as herein and therein provided.
Section 22 FURTHER PROCEDURES That the Mayor, the City Manager, 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 Crty, and each of them, shall be and they are hereby
expressly authonzed, empowered, and directed from time to time and at any time to do and perform
all such acts and things and to execute, acknowledge, and deliver m the name and under the seal and
on behalf of the Issuer all such instruments, whether or not herein mentioned, as may be necessary
or desirable m order to carry out the terms and provisions of this Eleventh Supplement, the Purchase
Contract, the Bonds, the offering documents prepared m connection with the sale of the Bonds, or
the Escrow Agreement described m Section 28 hereof Should a debt service reserve fund surety
policy be obtained to fund the Reserve Fund, the City Manager is authonzed to execute an agreement
in substantially the form attached hereto, with such changes as may be necessary, in the judgment of
the City Manager, to conform the agreement to the conditions of any commitment'to deliver a debt
service reserve fund surety policy issued by the provider thereof In case any officer whose signature
appears on any Bond shall cease to be such officer before the delivery of such Bond, such signature
shall nevertheless be valid and sufficient for all purpose the same as if he or she had remained m office
until such delivery
Section 23 APPROVAL AND REGISTRATION OF BONDS That the City Manager of
the City is hereby authonzed 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 ofthe State ofTexas Upon registration ofthe Bonds, said Comptroller ofPublic Accounts
(or a deputy designated m wntmg 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 m facsimile, on each such certificate
Section 24 REFUNDING That the City hereby finds that the issuance ofthe Bonds for the
purpose of refunding the Refunded Bonds to realize a net present value savings is a public purpose
As a condition to the issuance of the Bonds, the refunding of the aggregate pnncipal amount of the
Refunded Bonds must produce (i) a net present value savings, calculated m accordance with GASB
Statement No 7, of at least three and one-half percent (3 50%), and (ii) a positive gross savings The
City Manager may elect not to refund any or all of the obligations listed m Schedule I, but in no event
shall the Bonds be issued for the purpose of refunding Refunded Bonds ~f the refunding of the
-is-
•
aggregate principal amount of the obligations selected for refunding does not result in the mnmmum
savings threshold established m this Section.bemg realized. On or before the date of delivery of the
Bonds the Director ofFinance shall execute and deliver to the Crty Council a certificate stating that
the savings thresholds herein established have been realized. This certificate shall specifically state
• both the net present value savings and the gross savings realized by the City as a result of refunding
the Refunded Bonds In addition, the Crty hereby detenmmes that, subject to the execution of the
Purchase Contract with the Underwriters and the delivery of the Bonds, the Refunded Bonds shall
be called for redemption on the redemption date or dates set forth m Schedule I, at the applicable
redemption pace to the date fixed for redemption as provided m Schedule I. The City Manager or
• the designee thereof shall take such actions as are necessary to cause the required notice of
redemption to be given m accordance with the terms of each ordinance for the Refunded Bonds called
for redemption. Any redemption of the Senes 1993 Bonds, if such Serves 1993 Bonds. fisted in
Schedule I are refunded with proceeds of the Bonds, shall have a redemption date that is no later than
ninety (90} days after the date of delivery of the Bonds. The determination of the Crty Manager
• relating to the issuance and sale of Bonds to refund Refunded Bonds in such principal amount a.s
provided m the Purchase Contract shall have the same force and effect as if such determination were
made by the City Council. The proceeds from the sale of the Bonds shall be used in the manner
described in a letter of instructions executed on behalf of the Crty by the City's financial advisor The
foregoing notwithstanding, proceeds representing accrued interest on the Bonds shall be deposited
• to the credit of the Debt Service Fund and proceeds representing prerruum on the Bonds shall be used
nn a manner consistent with the provisions of Section 1201 029, Texas Government Code
Section 25 DTC REGISTRATION The Bonds iritially shall be issued and delivered m such
manner that no physical distribution of the Bonds will be made to the public, and The Depository
~ Trust Company ("DTC"), New York, New York, initially will act as depository for the Bonds DTC
has represented that it is a limited purpose trust company incorporated under the laws of the State
ofNew York, a member of the Federal Reserve System, a "cleanng corporatnon" within the meannng
of the New York Umfonm Commercial Code, and a "cleanng agency" registered under Section 17A
of the Secuiities Exchange Act of 1934, as amended, and the Crty accepts, but m no way verifies,
~ such representations. The Bonds initially authorized by this Eleventh Supplement shall be delivered
to and registered m the name of CEDE & CO ,the nominee of DTC It is expected that DTC will
hold the Bonds on behalf ofthe Underwriters and their respective participants So long as each Bond
is registered in the name of CEDE & CO ,the Paying Agent/Registrar shall treat and deal wrath DTC
the same in all respects as if it were the actual and beneficial owner thereof. It is expected that DTC
O will maintain abook-entry system wliich will identify ownership of the Bonds in integral amounts of
$5,000, with transfers of ownership being effected on the records of DTC and its participants
pursuant to rules and regulations established by them, and that the Bonds initially deposited with DTC
shall be immobilized and not be further exchanged for substitute Bonds except as hereinafter
provided. The Crty is not responsible or liable for any functions of DTC, will not be responsible for
_- paying any fees or charges with respect to its services, will not be responsible or liable for
maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any
interests or rights of the beneficial owners of the Bonds It shall be the duty of the DTC Participants,
as defined in the Official Statement herein approved, to make all arrangements with DTC to establish
this book-entry system, the beneficial ownership ofthe Bonds, and the method of paying the fees and
- charges of DTC The City does not represent, nor does it in any way covenant that the initial book-
- entry system established with DTC will be maintained in the future Notwithstanding the initial
-19-
establishment of the foregoing book-entry system wrth DTC, if for any reason any of the onginally
delivered Bonds is duly filed with the Paying Agent/Regtstrar wrth proper request for transfer and
substitution, as provided for in this Eleventh Supplement, substitute Bonds will be duly delivered as
provided m this Eleventh Supplement, and there will be no assurance or representation that any book-
entry system will be maintained for such Bonds To effect the establishment of the foregoing book-
entrysystem, the Crty has executed and filed wrth DTC the "Blanket DTC Letter ofRepresentations"
in the form provided by DTC to evidence the City's intent to establish said book-entry system.
Section 26 DISPOSITION OF PROJECT That the Crty covenants that the properly
financed wrth the proceeds of Refunded Bonds will not be sold or otherwise disposed m a transaction
resulting m 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 or the Refunded Bonds For purpose;s
of this Section, the portion of the property compnsmg personal property and disposed of m the
ordinary course of business shall not be treated as a transaction resulting m the receipt of cash or
other compensation. For purposes of this Section, the City shall not be obligated to comply with thAs
covenant if rt obtains anopinion ofnationally-recognized bond counsel to the effect that such failure
to comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
Section 27 ESCROW AGREEMENT That the Crty Manager of the Crty is hereby
authorized and directed to execute, the City Secretary is authorized to attest, and the City Attorney
is authorized to approve as to form, on behalf of the City, the Escrow Agreement covering the use
of the moneys to be deposited m accordance with the terms thereof, for the benefit of the holders of
~ the Refunded Bonds being retired wrth the proceeds from the sale of the Bonds, the form of which
being m substantially the form attached to this Eleventh Supplement.
Section 28 DELIVERY OF DOCUMENTS TO AMBAC That the Director of Finance
is hereby directed to send to Ambac Assurance Corporation copies of the Eleventh Supplement and
~ the final Official Statement prepared in connection with the sale of the Bonds promptly after the date
of adoption of this Eleventh Supplement.
Section 29 PREAMBLE That the preamble to this Eleventh Supplement is hereby
incorporated by reference, and is to be considered a part of the operative text of this Eleventh
Supplement.
Section 30 RULES OF CONSTRUCTION For all purposes of this Eleventh Supplement,
unless the context requires otherwise, all references to designated Sections and other subdivisions are
to the Sections and other subdivisions of this Eleventh Supplement. The words "herein", "hereof'
-_ and "hereunder" and other words of similar import refer to this Eleventh Supplement as a whole and
not to any particular Section or other subdivision. Except where the context otherwise requires,
terms defined in this Eleventh Supplement to impart the singular number shall be considered to
include the plural number and vice versa. References to any named person means that party and its
successors and assigns. References to any constitutional, statutory or regulatory provision means
- such provision as rt exists on the date this Eleventh Supplement is adopted by the Crty and any future
-20-
amendments thereto or successor provisions thereof. All ordinances and resolutions or parts thereof
m conflict herevv~th are hereby repealed.
Section 32 IlVIl~dEDIATE EFFECT That this Eleventh Supplement shall be effective
immediately from and after rts passage m accordance with the provisions of Section 1201 028, Texas
Government Code, and it is accordingly so ordained.
SIGNED AND SEALED THIS 28TH DAY OF OCTOBER, 2003
Mayor, `~
City of Fort Worth, T
City Secretary
(SEAL)
APPROVED AS TO FORM AND LEGALITY
•
City Attorney
-21-
SCHEDULE I
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM
REVENUE REFUNDING BONDS, SERIES 1993, dated September 1, 1993, all
bonds maturing on February 15 in each of the years 2011 and 2012, m the
following principal amounts
2011 $4,100,000
2012 $4,285,000
aggregating $8,385,000 in principal amount, REDEMPTION DATE December
30, 2003
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM
REVENUE REFUNDING AND IMPROVEMENT BONDS, SERIES 1996,
dated January 1, 1996, bonds maturing on February 15 m each of the years 2005
and 2006, and all bonds maturing on February 15 in each of the years 2010
through 2016, inclusive, m the following principal amounts
2005 $ 1, 000, 000
~ 2006 $1, 500, 000
2010 $4, 3 3 0, 000
2011 $4, 5 80, 000
2012 $4, 840, 000
2013 $5,120,000
2014 $5,420,000
2015 $4, 740, 000
aggregating $31,530,000 m principal amount, for bonds maturing on and after
February 15, 2010, REDEMPTION DATE February 15, 2006
CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM
SUBORDINATE LIEN REVENUE BONDS, SERIES 1995, dated February 15,
1995, bonds maturing on March 1 m each of the years 2007 through 2015,
inclusive, m the following principal amounts
2007 $ 990,000
2008 $1,045,000
2009 $1,110, 000
2010 $1,180,000
2011 $1,255,000
2012 $1,335,000
2013 $1,420, 000
2014 $1, 510, 000
2015 $1, 605, 000
aggregating $11,450,000 in principal amount, REDEMPTION DATE March 1, 2005
The redemption price for all of the obligations described above is par plus accrued interest to the
date fixed for redemption.
EXI-IIBIT A
That, as used in this Eleventh Supplement, the following terms shall have the meanings set
forth below, unless the text hereof specifically indicates otherwise
"Authentication Certificate" shall have the meaning given said term nn Section 5(a) of the
Eleventh Supplement.
r "Authorized Denomination" shall have the meaning given said term in Section 3(a) of the
Eleventh Supplement.
"Bonds" means the Serves 2003A Bonds
"Busnness Day" means a day other than a Sunday, Saturday, a legal holiday, or a day on whnch
banking institutions in the city where the Desngnated Trust Office of the Paying Agent/Registrar ns
located are authorized by law or executnve order to close.
"Chapter 1206" means Chapter 1206, Texas Government Code, as amended
•
"Chapter 1207" means Chapter 1207, Texas Government Code, as amended.
"Chapter 1208" means Chapter 1208, Texas Government Code, as amended
~ "Chapter 1371" means Chapter 1371, Texas Government Code, as amended.
"Desngnated Trust Office" means the cnty so desngnated in Section 5(a) of the Eleventh
Supplement.
~ "Eighth Supplement" means the ordinance authorizing the issuance of the Senes 2000B
Bonds.
"Eleventh Supplement" means the ordinance authornzing the issuance of the Bonds
~ "Escrow Agreement" shall mean the Escrow Agreement between the Crty and the escrow
agent named therenn, executed and delivered m connection wrath the refunding ofthe Refunded Bonds
"Fifth Supplement" means the ordinance authorizing the nssuance of the Senes 1997 Bonds.
"GASB" means the Governmental Accounting Standards Board.
"Master Ordinance" means the "Master Ordinance establishing the Crty 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 Serves 2001 Bonds
A-1
"NRMSIR" means each person whom the SEC or its staff has determnned to be a nationally
recogmzed mumcnpal securities information repository within the meaning of the Rule from time fo
time.
"Paying Agent/Regnstrar" means the financial mstrtutnon specified m Section 5(a) of the
Eleventh Supplement.
"Previously Issued Panty Bonds" means the Serves 1993 Bonds, the Serves 1996 Bonds, th.e
Serves 1997 Bonds, the Series 1998 Bonds, the Serves 2000 Bonds, the Serves 2000B Bonds, the
Series 2001 Bonds and the Series 2003 Bonds
"Purchase Contract" means the Bond Purchase Agreement relating to the Bonds, between the
City and Underwriters.
"Refunded Bonds" means those bonds identified in Schedule I attached to this Ordinance that
are selected to be refunded by the City Manager nn accordance with the provisions of Section 24 of
the Eleventh Supplement.
"Registration Books" shall have the meaning given said term m Section 5(a) of the Eleventh
Supplement.
"Rule" means SEC Rule 15c2-12, as amended from time to tame
•
"SEC" means the United States Securities and Exchange Commission.
"Second Supplement" means the ordnnance authornznng the issuance ofthe Series 1993 Bonds
~ "Serves 1993 Bonds" means the City of Fort Worth, Texas Water and Sewer System Revenue
Refunding Bonds, Serves 1993, authorized by the Second Supplement.
"Serves 1996 Bonds" means the Cnty ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Serves 1996, authornzed by the Thnrd Supplement.
"Serves 1997 Bonds" means the Cnty ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 1997, authorized by the Fifth Supplement.
"Serves 1998 Bonds" means the Cnty ofFort Worth, Texas Water and Sewer System Revenue
- Refunding and Improvement Bonds, Serves 1998, authornzed by the Snxth Supplement
"Series 2000 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Bonds, Serves 2000, authornzed by the Seventh Supplement
- "Series 2000B Bonds" means the Cnty of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Sernes 2000B, authorized by the Eighth Supplement.
A-2
"Series 2001 Bonds" means the Crty ofFort Worth, Texas Water and Sewer System Reven~ie
Bonds, Serves 2001, authorized by the Ninth Supplement.
"Senes 2003 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Senes 2003, authorized by the Tenth Supplement.
"Senes 2003A Bonds" means the Crty of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Senes 2003A, authorized by the Eleventh Supplement.
"Seventh Supplement" means the ordinance authoazing the issuance of the Senes 2000
Bonds
"SID" means any person designated by the State of Texas or an authorized department,
i officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository wrtlun the meaning of the Rule from time to time
"Sixth Supplement" means the ordinance authorizing the issuance of the Series 1998 Bonds
~ "Tenth Supplement" means the ordinance authorizing the issuance of the Bonds
"Term Bonds" means those Bonds identified m the Purchase Contract as "term bonds"
"Third Supplement" means the ordinance authorizing the issuance of the Senes 1996 Bonds
•
•
"Underwriters" means Morgan Stanley & Co Incorporated, as senior managing underwater,
together with the investment banking flans that contract to purchase the Bonds pursuant to the terms
of the Purchase Contract.
A-3
EXHIBIT B
FORM OF BOND
NO
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TA,RRANT AND DENTON
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE
REFUNDING BOND, SERIES 2003A
MATURITY DATE INTEREST RATE DATED DATE CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT AND DENTON COUNTIES, TEXAS (the "Issuer"), hereby promises to pay to
or to the registered assignee hereof (either being hereinafter called the
"registered owner") the principal amount of
i
and to pay interest thereon from the dated date specified above, on February 15, 2004 and senuannu-
ally on each August 15 and February 15 thereafter to the maturity date specified above, or the date
of redemption prior to maturity, at the interest rate per annum specified above, except that if the
Paying Agent/Registrar's Authentication Certificate appearing on the face of this Bond is dated later
O than February 15, 2004, such interest is payable semiannually on each August 15 and February 15
following such date
THE PRINCIPAL OF AND INTEREST ON this Bond are payable m 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
Minneapolis, Minnesota (the "Designated Trust Office"), of Wells Fargo Bank, N A., which is the
"Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the
Paying Agent/Registrar to the registered owner hereof on each interest payment date by check or
draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable
solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the
"Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter
provided, and such check or draft shall be sent by the Paying Agent/Registrar by United States mail,
first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at its
address as rt appeared on the last day ofthe month next preceding each such date (the "Record Date")
on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued
interest due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall
B-1
be paid to the registered owner upon presentation and surrender of this Bond for redemption and
payment at the Designated Trust Office of the Paying Agent/Registrar The Issuer has covenanted
m the Bond Ordinance that on or before each principal payment date, interest payment date, and
accrued interest payment date for this Bond rt will make available to the Paying Agent/Registrar, from
the "Debt Service Fund" created by the ordinance establishing the City of Fort Worth, Texas Water
and Sewer System Revenue Financing Program (the "Master Ordinance"), the amounts required to
provide for the payment, m immediately available funds, of all principal of and interest on the Bonds,
when due
IN THE EVENT of anon-payment of interest on a scheduled payment date, and for 30 days
thereafter, a new record date for such interest payment (a "Special Record Date") will be established
by the Paying Agent/R.egistrar, if and when funds for the payment of such interest have been received
from the Issuer Notice of the Special Record Date and of the scheduled payment date of the past
due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be
sent at least five business days prior to the Special Record Date by United States mail, first class
postage prepaid, to the address of each registered owner appearing on the registration books of the
Paying Agent/Registrar at the close of business on the last business day next preceding the date of
mailing of such notice
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions m the City where the Designated Trust
Office ofthe Paying Agent/Registrar ~s located are authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday,
~ legal holiday, or day on which banking institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the original date payment was due
Notwithstanding the foregoing, during any period m which ownership of the Bonds is determined
only by a book entry at a securities depository for the Bonds, any payment to the securities
depository, or its norrunee or registered assigns, shall be made m accordance with existing
arrangements between the Board and the securities depository
THIS BOND is one of a serves of bonds of like tenor and effect except as to number, principal
amount, interest rate, maturity, and right of prior redemption, dated as of the dated date specified
above, aggregating $ (herein sometimes called the "Bonds") issued for the purpose of
'_ (i) refunding the Refunded Bonds (as defined m the Bond Ordinance), (ii) funding the Reserve Fund
(as defined m the Master Ordinance) and (iii) paying the costs related thereto All caprtahzed terms
not defined herein shall have the same meaning as given said terms m the Master Ordinance or the
Bond Ordinance
THE OUTSTANDING BONDS maturing on and after February 15, 20_ may be redeemed
prior to their scheduled maturities, at the option of the Issuer, in whole, or m part on August 15,
20~ or on any date thereafter, at the redemption price of the principal amount of the Bonds called
for redemption, plus accrued interest thereon to the date fixed for redemption, and without premium,
provided, that during any period m 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
B-2
bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing
such interest rate shall be selected nn accordance wrath the arrangements between the Board and the
securities depository
THE BONDS are also subject to mandatory redemption m part by lot pursuant to the ternls
of the Bond Ordinance, on 15 nn each of the years 20_ through 20_, inclusive, with
respect to Bonds maturing 15, 20_, nn the following years and nn the following amounts, at
a pace equal to the principal amount thereof and accrued and unpaid interest to the date of
redemption, without premnum.
Year
Principal Amount
* Final Maturity
To the extent, however, that Bonds subject to sinking fund redemption have been previously
~ purchased or called for redemptnon nn part and otherwise than from a sinking fund redemption
payment, each annual snnknng fund payment for such Bond shall be reduced by the amount obtained
by multiplying the principal amount of Bonds so purchased or redeemed by the ratio which each
remaining annual sinking fund redemption payment for such Bonds bears to the total remannnng
sinking fund payments, and by rounding each such payment to the nearest $5,000 nntegral, provided,
~ that during any period nn which ownership of the Bonds ns determined only by a book entry at a
securities depository for the Bonds, the particular Bonds to be called for mandatory redemptnon shall
be selected nn accordance with the arrangements between the Issuer and the secuntnes depository
NOTICE OF any such redemptnon of Bonds shall be gnven nn the following manner, to-wit,
(i) a wrntten notice of such redemptnon shall be gnven to the regnstered owner of each Bond or a
portnon thereof benng called for redemptnon not more than 60 days nor less than 30 days prior to the
date fixed for such redemptnon by deposntnng such notnce nn the Unnted States Mail, first-class postage
prepand, addressed to each such regnstered owner at has address shown on the Regnstratnon Books of
the Paynng Agent/Regnstrar and (ii) a notnce of such redemptnon shall be published one tame, at least
30 days prnor to the date fixed for such redemptnon, m a~ournal or pubhcatnon of general cnrculatnon
nn the United States of America whnch carves as a regular feature notices of redemptnon of muricnpal
bonds, provnded, however, that the failure to send, mail, or recenve such notnce described nn clause
(i) above, or any defect therein or m the sending or mailing thereof, shall not affect the valndrty or
effectnveness ofthe proceedings for the redemptnon of any Bond, as pubhcatnon of notnce as described
nn clause (ii) above shall be the only notice actually required nn connectnon wrath or as a prerequnsnte
to the redemptnon of any Bonds By the date fixed for any such redemptnon due provnsnon shall be
made by the Issuer wrath the Paynng AgentlRegnstrarfnr the payment of the requnred redemptnon prnce
for thns Bond or the portnon hereof wlvch ns to be so redeemed, plus accrued interest thereon to the
date fixed for redemptnon. If such notnce of redemptnon ns gnven, and if due provnsnon for such
payment ns made, all as provnded above, thns Bond, or the portnon hereof whnch ns to be so redeemed,
B-3
thereby automatically shall be redeemed prior to nts scheduled matunty, and shall not bear or accnie
interest after the date fixed for rts redemption, and shall not be regarded as being outstanding except
for the right of the registered owner to receive the redemption pace plus accrued interest to the date
fixed for redemption from the Paying AgentlRegistrar out of the funds provided for such payment.
The Paying AgentlRegnstrar 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 matunty date, bearing interest at the same rate, in any denomination
or denorrinatnons nn any integral multiple of $5,000 (an "Authorized Denorrinatnon") at the written
request of the registered owner, and m an aggregate principal amount equal to the unredeemed
portion thereof, will be issued to the registered owner upon the surrender thereof for cancellatior.~,
at the expense of the Issuer, all as provided in the Bond Ordinance The years of matunty of the
Bonds called for such redemption shall be selected by the Issuer The Bonds or portions thereof
redeemed wnttin a matunty shall be selected by lot or other customary random method selected by
the Paying Agent/Registrar (provided that a portion of a Bond may be redeemed only in an
Authorized Denomination)
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, nn the denomination of any Authorized Denorination. As provided nn the Bond Ordinance,
• this Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, converted into and exchanged for a like aggregate amount of fully registered Bonds,
without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the
case may be, having any authorized denomination or denomnnations as requested nn writing by the
appropriate registered owner, assignee or assignees, as the case maybe, upon surrender of this Bond
• to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set
forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond
must be presented and surrendered to the Paying Agent/Regnstrar at the Designated Trust Office,
together with proper instruments of assignment, m form and with guarantee of signatures satisfactory
to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof
• many authorized denomination to the assignee or assignees m whose name or names this Bond or
any such portion or portions hereof ns or are to be registered The form of Assignment printed or
endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof,
but such method ns not exclusive, and other instruments of assignment satisfactory to the Paying
AgentlRegnstrar may be used to evidence the assignment of this Bond or any portion or portions
.~ hereof from time to time by the registered owner The one requesting such conversion and exchange
shall pay the Paying Agent/Regnstrar's reasonable 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 condnt~on precedent to the exercise of such privilege The fore-
= going notwithstanding, nn the case of the conversion and exchange of an assigned and transferred
Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying
AgentfRegistrar 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 notnce of redemption and ending at the close
of business on the day of such mailing, or (ii) to transfer, convert or exchange any Bonds so selected
B-~
for redemption when such redemptron is scheduled to occur within 30 calendar days, provided,
however, such limitation of transfer shall not be applicable to an exchange by the registered owner
of an unredeemed balance of a Bond called for redemptron in part.
IN THE EVENT any Paying AgentlRegistrarfoi the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that rt promptly
will appoint a competent and legally qualified substitute therefor, whose qualifications are substan-
tially similar to the previous Payrng Agent/Registrar rt is replacing, and promptly will cause wntten
notice thereof to be mailed to the registered owners of the Bonds.
WHENEVER the beneficial ownership of this Bond is deterrruned by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transfemng
this Bond shall be modified to require the appropriate person or entity to meet the requirements of
the securities depository as to registering or transfemng 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 ofthis Bond, the Master Ordinance and the Bond
Ordinance constitute a contract between each registered owner hereof and the Issuer
THE BONDS are special obligations of the Issuer payable solely from and equally secured
~ by a first lien on and pledge of the Pledged Revenues of the System. The Issuer has reserved the
nght, subject to the restnctions stated, and adopted by reference, in the Master Ordinance, to issue
additional parity revenue obligations which also may be made payable from, and secured by a first lien
on and pledge of, the Pledged Revenues For a more complete description and identification of the
revenues and funds pledged to the payment of the Bonds, and other obligations of the Issuer secured
• by and payable from the same source or sources as the Bonds, reference is hereby made to the Master
Ordinance and the Bond Ordinance.
THE ISSUER has reserved the nght, subject to the restnctions stated, and adopted by
reference, in the Bond Ordinance, to amend the Bond Ordinance, and under some (but not all}
circumstances amendments must be approved by the owners of a ma~onty in Outstanding Principal.
Amount of the Bonds.
THE REGISTERED OWNERHEREOF shall never have the right to demand payment ofthis
obligation out of any funds raised or to be raised by taxation.
IT IS HEREBY certified and covenanted that this Bond has been duly and validly authonzed,
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
s-5
IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed
manual or facsimile signature of the Mayor or the Mayor Pro-Tem 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 Crty Attorney, and the official seal
of said Issuer has been duly affixed to, printed, lithographed or impressed on this Bond
CITY OF FORT WORTH, TEXAS
(SEAL)
By
Mayor
ATTEST
City Secretary
APPROVED AS TO FORM AND LEGALITY
Crty Attorney
B-6
FORM OF PAYING AGENTlREGISTRAR'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 Texas)
It is hereby certnfied that this Bond has been issued under the provnsions of the proceedings
adopted by the Issuer as described m the text of this Bond, and that this Bond has been issued i;n
exchange for or replacemerit of a bond, bonds, or a portnon of a bond or bonds of an issue which
originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Pubinc Accounts of the State of Texas.
Dated
WELLS FARGO BANK, N A.,
Paying Agent/Registrar
By
Authorized Signatory
•
B-7
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE
OFFICE OF COMPTROLLER
REGISTER NO
STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to 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,
(SEAL)
NOTE TO PRINTER.
*¶ not to be panted on Bonds
Comptroller of Public Accounts of
the State of Texas
B-8
•
•
•
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Secunty or Taxpayer Identification Number of Transferee
(Please pant 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 m 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 signature(s) above must
correspond with the name of the Registered
Owner as rt appears upon the front of this
Bond m every particular, without alteration or
enlargement or any change whatsoever
B-9
Exhibit C
to Eleventh
~ Supplemental Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to m Section 17 of this Eleventh 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 areas specified (and included m the Appendix or under the headings
of the Official Statement referred to) below
Tables 1 through 16 contained in the Official Statement, and
"Excerpts from the Annual Financial Report", as set forth m Appendix B to the
Official Statement
•
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
m the notes to the financial statements referred to in paragraph 1 above
•
•
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THE STATE OF TEXAS
COUNTIES OF TARR.ANT AND DENTON
~ CITY OF FORT WORTH
I, Glona Pearson, Crty Secretary of the Crty of Fort Worth, m the State of Texas, do hereby
certify that I have compared the attached and foregoing excerpt from the rrunutes of the regular,
open, public meeting of the City Council of the Crty of Fort Worth, Texas held on October 28, 2003,
and ofthe ordinance authonzmg the issuance of Water and Sewer System Revenue Refunding Bonds,
~ which was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt
and the whole of said ordinance. Said meeting was open to the public, and public notice of the time,
place, and purpose of said meeting was given, all as required by Chapter 551, Texas Government
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Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said Crty of
~ Fort Worth, this ~ day of ~~G~~ 2003
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(SEAL)
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C
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City Secretary of e
City of Fort Worth, Texas