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HomeMy WebLinkAboutOrdinance 14009ORDINANCE NOJ b0 ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM SUBORDINATE LIEN REVENUE BONDS, SERIES 1999A, AND ORDAINING OTHER MATTERS RELATED THERETO THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH WHEREAS, the City adopted an ordinance on October 17, 1989 (the "Subordinate Lien Revenue Bond Ordinance") authorizing the issuance of City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Serves 1989, in the aggregate principal amount of $33,300,000 (the "Series 1989 Subordinate Lien Obligations"), and WHEREAS, the City reserved the right in the Subordinate Lien Revenue Bond Ordinance ..n issue obligations payable from a lien on the "Pledged Revenues" of the combined Water and Sewer System on a panty with the Series 1989 Subordinate Lien Obligations, and WHEREAS, pursuant to such reservation of authority, the City heretofore has issued its City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Serves 1991, in the aggregate principal amount of $16,155,000 (the "Serves 1991 Subordinate Lien Obligations"), its City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Serves 1992, in the aggregate principal amount of $12,000,000 (the "Serves 1992 Subordinate Lien Obligations"), its City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Serves 1995, in the aggregate principal amount of $18,880,000 (the "Series 1995 Subordinate Lien Obligations"), its City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Serves 1996, in the aggregate principal amount of $17,120,000 (the "Serves 1996 Subordinate Lien Obligations"), its City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Serves 1998, in the aggregate principal amount of $60,980,000 (the "Series 1998 Subordinate Lien Obligations") and its City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Serves 1999, in the aggregate principal amount of $38,000,000 (the "Serves 1999 Subordinate Lien Obligations"), and WHEREAS, the Series 1989 Subordinate Lien Obligations no longer are outstanding; and WHEREAS, the Serves 1991 Subordinate Lien Obligations, the Serves 1992 Subordinate Lien Obligations, the Serves 1995 Subordinate Lien Obligations, the Series 1996 Subordinate Lien Obligations, the Serves 1998 Subordinate Lien Obligations and the Serves 1999 Subordinate Lien Obligations are hereinafter referred to as the "Previously Issued Subordinate Lien Obligations", and WHEREAS, the lien on and pledge of the Pledged Revenues securing the Previously Issued Subordinate Lien Obligations is subordinate to the hen on and pledge of the Pledged Revenues securing other outstanding obligations of the City similarly secured, and WHEREAS, the City deems it necessary and advisable to issue bonds on a parity with the Previously Issued Subordinate Lien Obligations, WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to Chapter 1502, Texas Government Code, and other applicable laws, for the purpose of extending and improving the City's combined Water and Sewer System, as further described in this Ordinance; and WHEREAS, the Texas Water Development Board has committed to purchase the bonds hereinafter authorized pursuant to Subchapter J of Chapter 15, Texas Water Code. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS. Section 1 BONDS AUTHORIZED That the City's bonds (the "Obligations") are hereby authorized to be issued in the aggregate principal amount of $61,750,000 for the purpose of extending and improving the City's combined water and sewer system, to-wrt: extending and improving the Crty's -2- sewer system. The Obligations shall be designated as the "City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Serves 1999A" Section 2. DATE AND MATURITIES. That the Obligations shall be dated December 1, 1999, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be numbered consecutively from R-1 upward, and shall mature on the maturity date, in each of the years, and in the amounts, respectively, as set forth in the following schedule: MATURITY DATE. MARCH 1 AGGREGATE AGGREGATE PRINCIPAL PRINCIPAL YEARS AMOUNTS ~$1 YEARS AMOUNTS (~~ 2001 2,050,000 2011 3,015,000 2002 2,120,000 2012 3,150,000 2003 2,195,000 2013 3,295,000 2004 2,275,000 2014 3,445,000 2005 2,365,000 2015 3,610,000 2006 2,455,000 2016 3,785,000 2007 2,555,000 2017 3,970,000 2008 2,660,000 2018 4,170,000 2009 2,775,000 2019 4,375,000 2010 2,890,000 2020 4,595,000 The Texas Water Development Board ("TWDB") will purchase the Obligations in the manner described in Section 27 of this Ordinance. Section 3 RIGHT OF PRIOR REDEMPTION The City reserves the right to redeem the Obligations maturing on and after March 1, 2011 on March 1, 2010, or on any date thereafter, in whole or in part, and if in part, in inverse order of maturity, for the principal amount thereof and accrued interest thereon to the date fixed for redemption, and without premium. At least 30 days prior to the date fixed for any such redemption a written notice of such redemption shall be given to the registered owner of each Obligation or a portion thereof being called for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each such registered owner at his address shown on the registration books of the Paying Agent/Registrar -3- By the date fined for any such redemption due provision shall be made by the City with the Paying Agent/Registrar for the payment of the required redemption price for the Obligations or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for such payment is made, all as provided above, the Obligations, or the portYOns thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the PayingAgent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Obligations or any portion thereof. If a pornon of any Obligation shall be redeemed a substitute Obligation or Obligations having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed pornon thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in this Ordinance. Section 4 INTEREST That the Obligations shall bear interest at the following rates per annum. maturities 2001, 3.250% maturities 2011, 4.300% maturities 2002, 3 450% maturities 2012, 4 400% maturities 2003, 3.600% maturities 2013, 4.500% maturities 2004, 3.700% maturities 2014, 4 600% maturities 2005, 3.800% maturities 2015, 4 700% maturities 2006, ~ 3 900% maturities 2016, 4 750% maturities 2007, 4 000% maturities 2017, 4.800% maturities 2008, 4100% maturities 2018, 4.850% maturities 2009, 4150% maturities 2019, 4 900% maturities 2010, 4.200% maturities 2020, 4 950% -4- Interest on the Obliga>YOns shall be calculated on the basis of a 360-day year consisting of twelve 30-day months Said interest shall be payable to the registered owner of any such Obligation in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. Section 5. CHARACTERISTICS OFTHE OBLIGATIONS. (a) The City shall keep or cause to be kept at the designated corporate trust office (the "Designated Trust Office") of Chase Bank of Texas, National Association, or such other bank, trust company, financial institution, or other agency named in accordance with the provisions of (~ of this Section hereof (the "Paying Agent/Registrar") books or records of the registration and transfer of the Obligations (the "Registration Books"),and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/ Registrar to obtain from the registered owner and record in the Registration Books the address to which payments with respect to the Obligations owned by any such registered owner thereof shall be mailed as herein provided. The City or its designee shall have the right to inspect the Registration Books dunng regular business hours of the PayingAgent/Registrar at its Designated Trust Office, but otherwise the PayingAgent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity Registration of each Obligation may be transferred in the Registra- tion Books only upon presentation and surrender thereof to the Paying Agent/Registrar at its Designated Trust Office for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment thereof, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the nght of such assignee or assignees to have the -5- Obligation or any such pornon thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Obligation or any pornon thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided. (b) The entity in whose name any Obligation shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such bond shall be overdue, and the City and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such bond shall be made only to such registered owner All such payments shall be valid and effectual to satisfy and .discharge the liability upon such bond to the extent of the sum or sums so paid. (c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Obligations, and to act as its agent to exchange or replace Obligations, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Obligations, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this Ordinance. (d) Each Obligation may be exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the unpaid or unredeemed principal amount thereof, may, upon surrender of such bond at the Designated Trust Office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF BOND set forth in this -6- Ordinance, in the denomination of $5,000, or any integral multiple of $5,000 (subJect to the require- ment hereinafter stated that each substitute bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal amount of any Obligation or Obligations so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case maybe. If a portion of any Obligation shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of $5,000 at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. If any Obligation or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to distinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace Obligations as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Obligation or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Obligations for all purposes of this Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Obligation delivered in exchange for or replacement of another Obligation prior to the first scheduled interest payment date on the Obligations (as stated on the face thereof) shall be dated the same date as such Obligation, but each substitute bond so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute bond is de- livered, unless such substitute bond is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute -7- bond the interest on the Obligation for which it is being exchanged has not been paid, then such substitute bond shall be dated as of the date to which such interest has been paid in full. On each substitute bond issued in exchange for or replacement of any Obligation issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such substitute bond, date such substitute bond in the manner set forth above, and manually sign and date such Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless such Cernficate is so executed. The Paying Agent/Registrar promptly shall cancel all Obligations surrendered for exchange or replacement. No additional ordinances, orders, or resolutions need be passed or adopted by the City Council or any other body or person so as to accomplish the foregoing exchange or replacement of any Obligation or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds in the manner prescribed herein, and said bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Obligations as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the above-described Paying Agent/Registrar's Authentication Certificate, the exchanged or replaced bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Obligations which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts Neither the City nor the Paying Agent/Registrar shall be required (1) to issue, transfer, or exchange any bond during a penod beginning at the opening of busi- ness 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the -8- close of business on the day of such mailing, or (2) to transfer or exchange any bond so selected for redemption in whole when such redemption is scheduled to occur within 30 calendar days. (e) All Obligations issued in exchange or replacement of any other Obligation or portion there- of (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Obligations to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Obligations, (v) shall have the characteristics, (vi) shall be signed andtlsealed, and (vii) the principal of and interest on the Obligations shall be payable, all as provided, and in the manner required or indicated, in the FORM OF BOND set forth in this Ordinance. The Paying Agent/Registrar shall complete the "Date of Delivery" on each installment of Obligations initially delivered to the TWDB, upon the satisfaction of the conditions described in Section 27 of this Ordinance. (~ The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers of Obligations, but the registered owner of any Obligation requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The registered owner of any Obligation requesting any exchange shall pay the Paying Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any such bond or portion thereof, together with any taxes or governmental charges required to be paid with respect thereto, all as a condition precedent to the exercise of such privilege of exchange, except, however, that in the case of the exchange of an assigned and transferred bond or bonds or any portion or portions thereof in any integral multiple of $5,000, and in the case of the exchange of the unredeemed portion of an Obligation which has been redeemed in part prior to maturity, as provided in this Ordinance, such fees and charges will be paid by the City In addition, the City hereby covenants with the registered owners -9- of the Obligations that it will pay (i) the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Obligations, when due, and (ii) the fees and charges of the Paying Agent/Registrar for services with respect to the transfer or registration of Obligations solely to the extent above provided, and with respect to the exchange of Obligations solely to the extent above provided. (g) The City covenants with the registered owners of the Obligations that at all t<mes while the Obligations are outstanding the City will provide a competent and legally qualified bank or trust company to act as and perform the services of Paying Agent/Registrar for the Obligations under this Ordinance, and that the Paying Agent/Registrar will be one entity The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not Jess than 60 days written notice to the Paying Agent/Registrar In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint to act as Paying Agent/Registrar under this Ordinance a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subJect to supervision or examination by federal or state authority, and whose qualifications are substantially similar to the previous Paying Agent/Registrar Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof, along with all other pertinent books and records relating to the Obligations, to the new Paying Agent/Registrar designated and appointed by the City Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Obligations, by United States mail, postage prepaid, which notice also shall give the address of the new -10- Paying Agent/Registrar By accepting the position and performing as such, each Paying Agent/Reg- istrar shall be deemed to have agreed to the provisions of this Ordinance, and a cernfied copy of this Ordinance shall be delivered to each Paying Agent/Registrar (h) The Obligations issued in exchange for the Obligations initially issued to the purchaser specified herein shall be initially issued in the form of a separate single fully registered Obligation for each of the maturities thereof Upon initial issuance, the ownership of each such Obligation shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York ("DTC"), and except as provided in subsection (i) hereof, all of the outstanding Obligations shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Obligations registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ("DTC Parncipant") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Parncipants or to any person on behalf of whom such a DTC Participant holds an interest in the Obligations Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co or any DTC Participant with respect to any ownership interest in the Obligations, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of Obligations, as shown on the Registration Books, of any notice with respect to the Obligations, or (iii) the payment to any DTC Parncipant or any other person, other than a registered owner of Obligations, as shown in the Registration Books of any amount with respect to principal of or interest on the Obligations. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the -11- person in whose name each Obligation is registered in the Registration Books as the absolute owner of such Obligation for the purpose of payment of principal and interest with respect to such Obligation, for the purpose of registering transfers with respect to such Obligation, and for all other purposes whatsoever The Paying Agent/Registrar shall pay all principal of and interest on the Obligations only to or upon the order of the registered owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully~satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the Obligations to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the Registration Books, shall receive a Obligation evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subJect to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (i) In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the Obligations that they be able to obtain certificated Obligations, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Obligations to such successor securities depository or (ii) notify DTC and DTC Parricipants of the availability through DTC of Obligations and transfer one or more separate Obligations to DTC -12- Participants having Obligations credited to their DTC accounts. In such event, the Obligations shall no longer be resmcted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names registered owners transferring or exchanging Obligations shall designate, in accordance with the provisions of this Ordinance. (j) Notwithstanding any other provision of this Ordinance to the contrary, so long as any Obligation is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Obligation and all notices with respect to such Obligation shall be made and given, respectively, in the manner provided in the representation letter of the Issuer to DTC. Section 6. The form of all Obligations, including the form of the Paying Agent/Registrar's Certificate, the Form of Assignment,. and the form of the Comptroller's Registration Certificate to accompany the Obligations on the initial delivery thereof, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance: -13- FORM OF BOND• NO MATURITY DATE Registered Owner• Principal Amount: UNITED STATES OF AMERICA STATE O F TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM SUBORDINATE LIEN REVENUE BOND SERIES 1999A INTEREST RATE DATE OF DELIVERY CUSIP ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, TEXAS (the "Issuer"), hereby promises to pay to the registered owner set forth above, or registered assigns hereof (hereinafter called the "registered owner") the principal amount set forth above and to pay interest thereon, from the Date of Delivery as set forth above, to the date of its scheduled maturity or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified above, with said interest being payable on September 1, 2000, and semiannually on each March 1 and September 1 thereafter, except that ifthe PayingAgent/Registrar's Authentication Certificate appearing on the face of this Bond is dated later than September 1, 2000, such interest is payable semiannually on each March 1 and September 1 following such date. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at the designated corporate trust office (the -14 "Designated Trust Office") of Chase Bank of Texas, National Association, 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 as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the 15th day of the month next preceding such interest payment date (the "record date") by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided, and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. 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/Registrar, if and when funds for the payment of such interest have been received from the City Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "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 of a Bond appearing on the 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. The foregoing notwithstanding, so long as the Texas Water Development Board is the registered owner of 100% in aggregate principal amount of the Bonds then outstanding, payment of principal and interest on the Bonds shall be made thereto by wire transfer, at no expense to the Texas Water Development Board. The Issuer covenants with the registered owner of this Bond that no later than each principal payment date and interest payment date for this Bond it will make available to the Paying -15- Agent/Registrar the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. 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 insritutions in the city where the Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a serves of bonds, dated December 1, 1999 of like tenor and effect except as to number, principal amount, interest rate, maturity and right of prior redemption, aggregating $61,750,000 (herein sometimes called the "Bonds"), issued for the purpose of extending and improving the Issuer's combined water and sewer system, to-wit: extending and improving the Issuer's sewer system. THE OUTSTANDING BONDS of this Serves maturing on and after March 1, 2011 maybe redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, and if in part, in inverse order of maturity, on March 1, 2010, or on any date thereafter, for the principal amount thereof and accrued interest thereon to the date fixed for redemption, and without premium. The foregoing notwithstanding, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository -16- AT LEAST 30 days prior to the date fined for any such redemption a written notice of such redemption shall be given to the registered owner of each Bond or a port7on thereof being called for redemption by deposiring such notice in the United States mail, postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar By the date fined for any such redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required redemption puce for this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for such payment is made, all as provided above, this Bond, or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its 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 Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this Bond or any portion hereof If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the ordinance authorizing the Bonds (the "Ordinance") ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000 As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee -17- or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral mulriple of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any pornon or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or narries this Bond or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any pornon or portions hereof from time to time by the registered owner The one requesting such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any Bond or pornon thereof The foregoing notwithstanding, in the case of the exchange of a portion of a Bond which has been redeemed prior to maturity, as provided herein, and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or pornons thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer 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, or exchange as a condition precedent to the exercise of such privilege. In any circumstance, -18- neither the Issuer nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange during a period beginning at the opening of business 30 days before the day of the first mailing of a nonce of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Bonds so selected for redemption in whole when such redemption is scheduled to occur within 30 calendar days. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, whose. qualifications substantially are similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. WHENEVER the beneficial ownership of this Bond is determined by a book entry a, a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transfernng 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 Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the Issuer, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each registered owner hereof and the Issuer THE ISSUER has reserved the right, subject to the restrictions stated, and adopted by reference, in the Ordinance, to issue (1) Prior Lien Obligations (as defined in the Ordinance) secured by a lien on and pledge of the Pledged Revenues (as defined in the Ordinance) superior to such lien -19- and pledge secunng the Bonds, and (2) additional panty revenue bonds which also may be made payable from, and secured by a lien on and pledge of, the Pledged Revenues secunng the Bonds THE REGISTERED OWNER HEREOF shall never have the nght to demand payment of this obligation out of any funds rased or to be raised by taxation, or from any source whatsoever other than the aforesaid Pledged Revenues. IT IS HEREBY certified and covenanted that this Bond has been duly and validly authonzed, issued and delivered, 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; that this Bond is a special obligation, and that the pnn- cipal of and interest on this Bond, together with other bonds of the Issuer now or hereafter outstanding on a panty therewith, are payable from, and secured by a lien on and pledge of, the Pledged Revenues (as defined in the Ordinance), and which include the Net Revenues of the Issuer's combined Water and Sewer System, however, the lien on and pledge of the Pledged Revenues shall be tumor and subordinate to the Pnor Lien Obligations (as defined m the Ordinance), which consist of the Pnor Lien Bonds (as defined in the Ordinance) and any System Obligations (as defined m the Ordinance) IN WITNESS WHEREOF, this Bond has been signed with the impnnted or lithographed facsimile signature of the Mayor of said City, attested by the impnnted or lithographed facsimile signature of the City Secretary, and approved as to form and legality by the impnnted or lithographed facsimile signature of the City Attorney, and the official seal of said City has been affixed to or impnnted on this Bond. -20- CITY OF FORT WORTH, TEXAS By Mayor ATTEST City Secretary APPROVED AS TO FORM AND LEGALITY City Attorney (SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE. PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the Ordinance described on the face of this Bond, and that this Bond has been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated CHASE BANK OF TEXAS, NATIONAL ASSOCIATION Paying Agent/Registrar By Authorized Representative -21- z..4- FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee / / (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated. Signature Guaranteed. NOTICE. Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE. The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlarge- ment or any change whatsoever -22- FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required bylaw, and that he finds that rt has been issued in conformity with the Constitution and laws of the State of Texas, and that rt is a valid and binding special obhgatlon of the City of Fort Worth, Texas, payable in the manner provided by and in the ordinance authorizing same, and said Bond has this day been registered by me. WITNESS MY HAND and seal of office at Austin, Texas (SEAL) Comptroller of Public Accounts of the State of Texas Section 7 DEFINITIONS. That the definitions set forth in the Master Ordinance are hereby incorporated by reference and made a part hereof for all purposes. In addition, as used in this Ordi- nance, the following terms shall have the meanings set forth below, unless the text hereof specifically r indicates otherwise: (a) The term "Additional Obligations" shall mean the revenue bonds, notes or other obligations which the City reserves the right to issue in the future on a parity with the Previously Issued Subordinate Lien Obligations and the Obligations, as provided in this Ordinance. (b) The term "Master Ordinance" shall mean the Ordinance establishing the City's Water and Sewer System Revenue Financing Program, adopted on December 10, 1991 (c) The term "MSRB" means the Municipal Securities Rulemaking Board. -23- (d) The term "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securiries information repositorywithin the meaning of the Rule from rime to rime. (e) The term "Obligarions" shall mean the City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1999A, authorized by this Ordinance. (f) The term "Previously Issued Subordinate Lien Obligarions" shall have the same meaning given said term in the preamble to this Ordinance. (~ The term "Pnor Lien Bonds" shall mean the Previously Issued Parity Bonds and any bonds hereafter issued on a parity therewith pursuant to the terms of the Master Ordinance. (h) The term "Prior Lien Obligarions" shall mean the Prior Lien Bonds and any System Obligations (i) The term "Required Reserve Amount" shall mean, with respect to Subordinate Lien Obligations, an amount equal to the greater of (i) 50% of the average Annual Debt Service Requirements of the Subordinate Lien Obligarions then Outstanding or (ii) 37.5% of the Annual Debt Service Requirements of the Subordinate Lien Obligarions to be Outstanding in the Year duringwhich such Annual Debt Service Requirements are scheduled to be the greatest. (j) The term "Rule" means SEC Rule 15c2-12, as amended from rime to rime. (k) The term "SEC" means the United States Securities and Exchange Commission. (1) The term "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state informarion depository within the meaning of the Rule from time to rime. (m) The term "Subordinate Lien Obligarions"shall mean the Obligarions, the Previously Issued Subordinate Lien Obligarions, and any Addirional Obligarions. x. -24 (n) The term "Subordinate Lien Revenue Bond Ordinance" shall have the same meaning given said term in the preamble to the Ordinance. (o) The term "System" shall mean and include the City's combined existing water and sewer system, together with all future extensions, improvements, enlargements, and additions thereto, and all replacements thereof; provided that, notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term System shall not include any water or sewer facilities which are declared by the City not to be a part of the System and which are acquired or constructed by the City with the proceeds from the issuance of "Special Facilities Bonds",which are hereby defined as being special revenue obligations of the City which are not secured by or payable from the Pledged Revenues as defined herein, butwhich are secured by and payable solely from special contract revenues or payments received from any other legal entity in connection with such facilities, and such revenues or payments shall not be considered as or consritute Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such "Special Facilities Bonds" (p) The term "System Obligations" shall mean (a) 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., for the purpose of enhancing the security for or providing for the payment of the principal of and interest on the Prior Lien Bonds by providing for the receipt of fixed rate payments which were estimated to exceed the variable rate payments to be made by the City under the Swap Agreements, (b) the line of credit securing the Water and Sewer System Commercial Paper Notes, Serves A, and (c) any obligations of the City hereafter issued or incurred by the City secured by a lien on and pledge of the Pledged Revenues superior to the Previously Issued Subordinate Lien Obligations and the Obligations but subordinate to the Prior Lien Bonds. -25- r (q) The term "TWDB" shall mean the Texas Water Development Board, or any successor agency thereto (r) The term "year" shall mean the regular fiscal year used by the City in connecrion with the operation of the System, which may be any twelve consecutive months period established by the City Section 8. MASTER ORDINANCE. That the provisions of the Master Ordinance are hereby a incorporated by reference; and by approving this Ordinance and by issuing the commitment to purchase the Obligations as described in the preamble to this Ordinance, TWDB shall be deemed to have accepted such provisions and such provisions shall apply and govern the Previously Issued Subordinate Lien Obligations, the Obligations, and any Additional Obligations hereafter issued on a t parity therewith, including, without limitation, the use of Reserve Fund Obligations (as defined m the Master Ordinance) to provide for the Required Reserve Amount. Section 9 PLEDGE. That the Subordinate Lien Obligations are and shall be secured by and payable from a lien on and pledge of the Pledged Revenues, provided, however, that said lien on and pledge of the Pledged Revenues shall be junior and subordinate to the lien on and pledge of the Pledged Revenues to the Prior Lien Obligations. In addition, the Pledged Revenues are further pledged " to the establishment and maintenance of the Debt Service Fund and the Subordinate Lien Reserve Fund as hereinafter provided. The Subordinate Lien Obligations are and will be secured by and payable only from the Pledged Revenues in the manner described above, and are not secured by or payable from a mortgage or deed of trust on any properties, whether real, personal, or mixed, constituting the System. Section 10 DEBT SERVICE FUND That for the sole purpose of paying the principal of a and interest on all Subordinate Lien Obligations, as the same come due, there has been created, and -26- established and maintained on the books of the City, the Debt Service Fund. Monies in said Fund shall be maintained at an official depository bank of the City Section 11 RESERVE FUND That there has been created, and established and maintained on the books of the City, a separate fund to be entitled the "City of Fort Worth, Texas Water and Sewer System Revenue Bonds Subordinate Lien Reserve Fund" (hereinafter called the "Subordinate Lien Reserve Fund") Reserve Fund Obligations shall be maintained in the Subordinate Lien Reserve Fund in amounts equal to the Required Reserve Amount. Section 12. PROJECT FUND (a) That there is hereby created, established and maintained on the books of the City, a separate fund to be entitled the "City of Fort Worth, Texas Water and Sewer System Series 1999A Subordinate Lien Revenue Bonds Protect Fund" (hereinafter called the "Protect Fund") Monies in said Fund shall be maintained at an official depository bank of the City (b) Except as otherwise provided in Section 15 hereof, the proceeds of each installment delivery of the Obligations to the purchaser shall be deposited into the Protect Fund and used by the City for payment of the costs of extending and improving the System, and the payment of costs a associated therewith, including any costs for engineering, financing, financial consultation, administrative, auditing and legal expenses. (c) Any surplus proceeds, including the investment earnings derived from the investment of monies on deposit in the Protect Fund, from the Obligations remaining on deposit in the Protect Fund after completing the improvements and extensions to the System and upon the completion of the final accounting as described in Section 22(c) hereof, shall be transferred to the Debt Service Fund to redeem, in inverse order of maturity, the Obligations owned by TWDB 'The foregoing notwithstand- ing, rt is further provided, however, that any interest earnings on monies on deposit in the Protect Fund which are required to be rebated to the United States of America pursuant to Section 25 hereof in -27- order to prevent the Obligarions from being arbitrage bonds shall be transferred to the "Rebate Fund" hereinafter established and shall not be considered as interest earnings for purposes of this subsection. (d) If required by TWDB as a condition to the purchase of the Obligations, the City Manager or the designee thereof may approve, execute and deliver an appropriate escrow agreement or establish an appropriate trust and agency fund on the books of the City In either case, proceeds of the Obligations required to be deposited under an escrow agreement or into a trust and agency fund shall be disbursed in accordance with the TWDB Rules Relating to Financial Programs or as otherwise authorized and directed by TWDB Section 13 DEPOSITS OF PLEDGED REVENUES, INVESTMENTS. (a) That the Pledged Revenues shall be deposited in the Debt Service Fund and the Subordinate Lien Reserve Fund when and as required by this Ordinance. (b) That money in either the Debt Service Fund, the Subordinate Lien Reserve Fund or the Protect Fund may, at the option of the City, be invested in Eligible Investments, provided that all such deposits and investments shall have a par value (or market value when less than par) exclusive of accrued interest at all times at least equal to the amount of money credited to such Funds, and shall be made in such manner that the money required to be expended from any Fund will be available at the proper time or times, and provided, further, that Eligible Investments shall consist of only those investments .permitted by the Public Funds Investment Act (Chapter 2256, Texas Government Code) and the City's investment policy Money in the Subordinate Lien Reserve Fund shall not be invested insecurities maturing later than the final maturity of the Subordinate Lien Obligations secured thereby Such investments shall be valued in terms of current market value as of the last day of each year, except that direct obligations of the United States (State and Local Government Serves) in book-entry form -28- shall be continuously valued at their par or face principal amount. Such investments shall be sold promptly when necessary to prevent any default in connection with any Subordinate Lien Obligations. Section 14 FUNDS SECURED That money in all such Funds, to the extent not invested, shall be secured in the manner prescribed by law for securing funds of the City Section 15. DEBT SERVICE REQUIREMENTS. (a) That promptly after the delivery of any installment of the Obligations the City shall cause to be deposited to the credit of the Debt Service Fund any accrued interest received from the sale and delivery thereof, and any such deposit shall be used to pay part of the interest next coming due on the Obligations. (b) That in addition to all amounts heretofore required to be deposited to the credit of the Debt Service Fund, the City shall transfer from the Pledged Revenues and deposit to the credit of the Debt Service Fund the amounts, at the times, as follows. (1) such amounts, deposited in approximately equal monthly installments on or before the 25th day of each month hereafter, commencing with the month during which the Obligations are delivered, or the month thereafter if delivery is made after the 25th day thereof, as will be sufficient, together with other amounts, if any, then on hand in the Debt Service Fund and available for such purpose, to pay the interest scheduled to accrue and come due on #the Obligations on the next succeeding interest payment date; and (2) such amounts, deposited in approximately equal monthly installments on or before the 25th day of each month hereafter, commencing with the month during which the Obligations are delivered, or the month thereafter if delivery is made after the 25th day thereof, as will be sufficient, together with other amounts, if any, then on hand in the Debt Service Fund and available for such purpose, to pay the principal scheduled to mature and come due on the Obligations on the next succeeding principal payment date. -29- SECTION 16. RESERVE REQUIREMENTS. That the City covenants, subject to the covenants set forth in Section 25 hereof relating to the tax-exempt status of the Obligations, that the Subordinate Lien Reserve Fund shall be maintained in an amount no less than the Required Reserve Amount applicable to the outstanding Previously Issued Subordinate Lien Obligations, Obligations and Additional Obligations, to be funded in the manner described below, if not fully funded on the date of delivery of the Obligations. On or before the 25th day of each month hereafter, commencing on the 25th day of the month of the initial delivery of the Obligations, or, if the initial delivery of any of the Obligations occurs on or after the 25th day of such month, on the 25th day of the month next succeeding such initial delivery, there shall be deposited into the Subordinate Lien Reserve Fund, 1/60th of the Required Reserve Amount, until the Subordinate Lien Reserve Fund contains the Re- quired Reserve Amount. When and so long as the money and investments in the Subordinate Lien Reserve Fund are not less than the Required Reserve Amount, no deposits need be made to the credit of the Subordinate Lien Reserve Fund. When and if the Subordinate Lien Reserve Fund at any time contains less than the Required Reserve Amount due to any cause or condition other than the issuance of Additional Obligations, then, subject and subordinate to making the required deposits to the credit of the Debt Service Fund, such deficiency shall be made up as soon as possible from the next available Pledged Revenues, or from any other sources available for such purpose. The City may, at its option, withdraw and use for any lawful purpose, all surplus in the Subordinate Lien Reserve Fund over the Required Reserve Amount. The City hereby covenants that from available moneys it shall deposit to the credit of the Subordinate Lien Reserve Fund such amounts as shall be necessary to maintain the Subordinate Lien Reserve Fund in an amount equal to the Required Reserve Amount. For purposes of this Section 16, "Required Reserve Amount" shall have the same meaning given said term in the -30- Master Ordinance, substituting "Subordinate Lien Obligations" for "Panty Obligations", and the Reserve Fund may be funded with Reserve Fund Obligations, as recited in Section 8 of this Ordinance. Section 17 DEFICIENCIES, EXCESS PLEDGED REVENUES. (a) That if on any occasion there shall not be sufficient Pledged Revenues to make the required deposits into the Debt Service Fund and the Subordinate Lien Reserve Fund, then such deficiency shall be made up as soon as possible from the next available Pledged Revenues, or from any other sources available for such purpose. (b) That, subject to making the required deposits to the credit of the Debt Service Fund and the Subordinate Lien Reserve Fund when and as required by this Ordinance, or any ordinance authorizing the issuance of Additional Obligations, the excess Pledged Revenues may be used by the City for any lawful purpose not inconsistent with the City's Charter Section 18 PAYMENT That on or before March 1, 2001, and semiannually on or before each September 1 and March 1 thereafter while any of the Previously Issued Subordinate Lien Obligations, the Obligations or Additional Obligations are outstanding and unpaid, the City shall make available to the Paying Agent/Registrar therefor, out of the Debt Service Fund (and the Subordinate Lien Reserve Fund, if necessary) money sufficient to pay such interest on and such principal of the Previously Issued Subordinate Lien Obligations, the Obligations (if necessary) and Additional Obligations as shall become due and mature on such dates, respectively, at maturity or by redemption prior to maturity The Paying Agent/Registrar shall destroy all paid Obligations and furnish the City with an appropriate certificate of cancellation or destruction. Section 19 FINAL DEPOSITS, DEFEASANCE OBLIGATIONS. (a) That any Subordinate Lien Obligation shall be deemed to be paid, retired and no longer outstanding within the meaning of this Ordinance when payment of the principal of, redemption premium, if any, on such -31- Subordinate Lien Obligation, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption), or (ii) shall have been provided for by irrevocably depositing with, or making available to, a paying agent (or escrow agent) therefor, in trust and irrevocably set aside exclusively for such pay- ment, (1) money sufficient to make such payment or (2) Defeasance Obligations, as hereinafter defined in this Section, cernfied by an independent public accounting firm of national reputation, to mature as to principal and interest in such amounts and at such times as will insure the availability, without rein-, vestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of such paying agent pertaining to the Subordinate Lien Obligations with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of such paying agent. At such time as a Subordinate Lien Obligation shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefit of this Ordinance or alien on and pledge of the Pledged Revenues, and shall be entitled to payment solely from such money or Defeasance Obligations. (b) That any moneys so deposited with a paying agent may, at the direction of the City, also be invested in Defeasance Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from all Defeasance Obligations in the hands of the paying agent pursuant to this Section which is not required for the payment of the Subordinate Lien Obligations, the redemption premium, if any, and interest thereon, with respect to which such money has been so deposited, shall be remitted to the City -32- (c) That the City covenants that no deposit will be made or accepted under clause (a) (ii) of this Section and no use made of any such deposit which would cause such Subordinate Lien Obligations to be treated as arbitrage bonds within the meaning of section 148 of the Code. (d) That for the purpose of this Section, the term "Defeasance Obligations" shall mean (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or, if such defeasance is not in connection with the issuance of refunding bonds, on the date the City provides for the funding of an escrow to effect the defeasance of the Obligations, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or, if such defeasance is not in connection with the issuance of refunding bonds, on the date the City provides for the funding of an escrow to effect the defeasance of the Obligations, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (e) That notwithstanding any other provisions of this Ordinance, all money or eligible securities set aside and held in trust pursuant to the provisions of this Section for the payment of Previously Issued Subordinate Lien Obligations, Obligations and Additional Obligations, the redemption premium, if any, and interest thereon, shall be applied to and used for the payment of such Previously Issued -33- Subordinate Lien Obligations, Obligations andAdditional Obligations, the redemption premium, ifany, and interest thereon. Section 20 ADDITIONAL OBLIGATIONS. (a) That the City shall have the right and power at any time and from time to time and in one or more serves or issues, to authorize, issue, and deliver Prior Lien Obligations, in the manner and for the purposes described in the Master Ordinance. (b) That the City shall have the right and power at any time and from time to time and in one or more serves or issues, to authorize, issue and deliver Additional Obligations, in accordance with law, in any amounts, for purposes of extending, improving or repairing the System or for the purpose of refunding any of the Previously Issued Subordinate Lien Obligations, Obligations, Additional. Obliga- tions or other obligations of the City incurred in connection with the ownership or operation of the System. Such Additional Obligations, if and when authorized, issued and delivered in accordance with this Ordinance, shall be secured by and made payable equally and ratably on a panty with the Previously Issued Subordinate Lien Obligations, and the Obligations, and all other outstanding Additional Obligations, from a lien on and pledge of the Pledged Revenues. (c) That the Debt Service Fund and the Subordinate Lien Reserve Fund established by this Ordinance shall secure and be used to pay all Additional Obligations as well as the Previously Issued Subordinate Lien Obligations and the Obligations. However, each ordinance under which Additional Obligations are issued shall provide and require that, in addition to the amounts required by the provisions of this Ordinance and the provisions of any other ordinance or ordinances authorizing Additional Obligations to be deposited to the credit of the Debt Service Fund, the City shall deposit to the credit of the Debt Service Fund at least such amounts as are required for the payment of all principal of and interest on said Additional Obligations then being issued, as the same come due; and that the aggregate amount to be accumulated and maintained in the Subordinate Lien Reserve Fund -34 shall be increased (if and to the extent necessary) to an amount not less than the Required Reserve Amount of all Previously Issued Subordinate Lien Obligations, Obligations and Additional Obligations which will be outstanding after the issuance and delivery of the then proposed Additional Obligations; and that the required additional amount shall be so accumulated by the deposit in the Subordinate Lien Reserve Fund of all or any part of said required additional amount in cash immediately after the delivery of the then proposed Additional Obligations, or, at the option of the City, by the deposit of said required additional amount (or any balance of said required additional amount not deposited in cash as permitted above) in monthly installments, made on or before the 25th day of each month following the delivery of the then proposed Additional Obligations, of not less than 1 /60 of said required additional amount (or 1 /60 of the balance of said required additional amount not deposited in cash as permitted above) (d) That all calculations of the Required Reserved Amount made pursuant to this Section shall be made as of and from the date of the Additional Obligations then proposed to be issued. Section 21 FURTHER REQUIREMENTS FOR ADDITIONAL OBLIGATIONS. That Additional Obligations shall be issued only m accordance with this Ordinance, but notwithstanding any provisions of this Ordinance to the contrary, no installment, Serves or issue of Additional Obligations shall be issued or delivered unless. (a) The Mayor and the City Secretary of the City sign a wntten certificate to the effect that the City is not in default as to any covenant, condition or obligation in connection with all outstanding Prior Lien Obligations, Previously Issued Subordinate Lien Obligations, Obligations and Additional Obligations, and the ordinances authorizing same, and that the Debt Service Fund and the Subordinate Lien Reserve Fund each contains the amount then required to be therein. -35- (b) An independent certified public accountant, or independent firm of certified public accountants, signs a written certificate to the effect that, during either the next preceding year, or any twelve consecutive calendar month period ending not more than ninety days prior to the date of the then proposed Additional Obligations, the Net Revenues were, in the opinion thereof, at least equal to (1) 1.25 times the average annual principal and interest requirements and (2) 1 10 times the principal and interest requirements for the year duringwhich such requirements are scheduled to be the greatest (each computed on a fiscal year basis), of all Prior Lien Obligations, Previously Issued Subordinate Lien Obligations, Obligations and Additional Obligations to be outstanding after the issuance of the then proposed Additional Obligations, reasonably anticipated to be paid from the Pledged Revenues. Section 22. GENERAL COVENANTS. That the City further covenants and agrees that in accordance with and to the extent required or permitted by law• (a) Further Encumbrance. It, while the Previously Issued Subordinate Lien Obligations, the Obligations or any Additional Obligations are outstanding and unpaid, will not additionally encumber the Pledged Revenues in any manner, except in the manner permitted by the Master Ordinance with respect to obligations of the City with a lien on and pledge of the Pledged Revenues superior to that securing the Subordinate Lien Obligations and except as permitted in this Ordinance in connection with Additional Obligations, unless said encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants and agreements of this Ordinance; but the right of the City to issue revenue bonds payable from a lien on the Pledged Revenues junior and subordinate in all respects to the Previously Issued Subordinate Lien Obligations, the Obligations and any Additional Obligations is specifically recognized and retained. (b) Audits For so long as the State of Texas owns any of the Subordinate Lien Obligations, the City shall mail a copy of the audit required by the Master Ordinance to the TWDB In addition, -3G- monthly operating statements for the System shall be delivered to the TWDB as long as the State of Texas owns any of the Subordinate Lien Obligations, and the monthly operating statement shall be in such detail as requested by the Development Fund Manager of the TWDB until this requirement is waived by said Development Fund Manager (c) FinalAccountang The City shall render a final accounting to the TWDB in reference to the total cost incurred by the City for improvements and extensions to the System which were financed by the issuance of the Obligations, together with a copy of "as built" plans of such improvements and extensions upon completion. (d) Compliance avrth the Texas Wlater Development Board's Rules and Kegulataons The City covenants to comply with the rules and regulations of the TWDB, and to maintain insurance on the System in such amount as may be required by TWDB (e) Kates and Charges to Meet Debt Service. Consistent with the provisions of the Master Ordinance, the City, in connection with the issuance of the Obligations, hereby covenants and agrees that it will at all times maintain rates and charges for the services furnished, provided, and supplied by the System which shall comply with the provisions of the Master Ordinance, be reasonable and non- discriminatory and produce income and revenues sufficient to pay (a) all current Operating Expenses, (b) to produce Net Revenues for each Fiscal Year at least equal to the Annual Debt Service Requirements dunng such Fiscal Year of the then Outstanding Pnor Lien Obligations and Subordinate Lien Obligations, and (c) to pay all other financial obligations of the System and reasonably anticipated to be paid from Gross Revenues. -37- Section 23. AMENDMENT OF ORDINANCE. (a) That the owners of Previously Issued Subordinate Lien Obligations, the Obligations and Additional Obligations aggregating in principal amount 51% of the aggregate principal amount of then outstanding PreviouslyIsued Subordinate Lien Obligations, the Obligations and Additional Obligations shall have the right from time to time to approve any amendment to this Ordinance which may be deemed necessary or desirable by the City, provided, however, that without the consent of the owners of all of the Previously Issued Subordinate Lien Obligations, the Obligations and Additional Obligations at the time outstanding, nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in this Ordinance or in the Previously Issued Subordinate Lien Obligations, the Obligations or Additional Obligations so as to (1) Make any change in the maturity of the outstanding Previously Issued Suborduiate Lien Obligations, the Obligations or Additional Obligations, (2) Reduce the rate of interest borne by any of the outstanding Previously Issued Subordinate Lien Obligations, Obligations or Additional Obligations, (3) Reduce the amount of the principal payable on the outstanding Previously Issued Subordinate Lien Obligations, Obligations or Additional Obligations, 3 (4) Modify the terms of payment of principal of or interest on the outstanding Previously Issued Subordinate Lien Obligations, Obligations or Additional Obligations, or impose any conditions with respect to such payment; (5) Affect the rights of the owners of less than all of the Previously Issued Subordinate Lien Obligations, Obligations and Additional Obligations then outstanding; (6) Affect the rights of the owners of the Prior Lien Obligations, -35- (~ Change the minimum percentage of the principal amount of Previously Issued Subordinate Lien Obligations, Obligations and Additional Obligations necessary for consent to such amendment. (b) That if at any time the City shall desire to amend the Ordinance 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, 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 Agent/Registrar for inspection by all holders of Prior Lien Obligations, Previously Issued Subordinate Lien Obligations, Obligations and Additional Obligations. Such publication is not required, however, if notice in writing is given to each holder of Prior Lien Obligations, Previously Issued Subordinate Lien Obligations, Obligations and Additional Obligations. (c) That whenever at any time not less than thirty days, and within one year, from the date of the first publication of said notice or other service ofwritten notice the City shall receive an instrument or instruments executed by the owners of at least 51% in aggregate principal amount of all Previously Issued Subordinate Lien Obligations, Obligations and Additional Obligations then outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and which specifically consent to and approve such amendment in substantially the form of the copy thereof on file with the Paying Agent/Registrar, the City Council may pass the amendatory ordinance in substantially the same form. (d) That upon the passage of any amendatory ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance, and the respective rights, duties and obligations under this Ordinance of the City and all the owners -39- of then outstanding Previously Issued Subordinate Lien Obligations, Obligations and Additional Obligations and all future Additional Obligations shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such amendments. (e) That any consent given by the owner of a Previously Issued Subordinate Lien Obligation, Obligation or Additional Obligation pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the first publication of the notice provided for in this Section, and shall be conclusive and binding upon all future owners of the same Previously Issued Subordinate Lien Obligation, Obligation or Additional Obligation dunng such penod. Such consent may be revoked at anytime after six months from the date of the first publication of such notice by the owner who gave such consent, or by a successorfin title, by filing notice thereof with the Paying Agent/- Registrar and the City, but such revocation shall not be effective if the owners of 51% in aggregate principal amount of the then outstanding Previously Issued Subordinate Lien Obligations, Obligations and Additional Obligations as in this Section defined have, prior to the attempted revocation, consented to and approved the amendment. (~ That for the purpose of this Section, the ownership of Previously Issued Subordinate Lien Obligations, Obligations or Additional Obligations shall be as shown by the registration books of the registrar therefor (g) The foregoing provisions of this Section notwithstanding, the City by action of the City Council may amend this Ordinance for any one or more of the following purposes. (1) To add to the covenants and agreements of the City in this Ordinance contained, other covenants and agreements thereafter to be observed, grant additional rights or remedies to bondholders or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City; -40- (2) To make such provisions for the purpose of cunng any ambiguity, or cunng, correcting or supplementing any defective provision contained in this Ordinance, or in regard to clarifying matters or questions ansing under this Ordinance, as are necessary or desirable and not contrary to or inconsistent with this Ordinance and which shall not adversely affect the interests of the owners of the Prior Lien Obligations, the Obligations or Additional Obligations, (3) To modify any of the provisions of this Ordinance in any other respect whatever, provided that (i) such modification shall be, and be expressed to be, effective only after all Obligations and each series of Additional Obligations outstanding at the date of the adoption of such modification shall cease to be outstanding, and (ii) such modification shall be specifi- cally referred to in the text of all Additional Obligations issued after the date of the adoption of such modification. Section 24 DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bondy In the event any outstanding Obligation 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 Obligation, in replacement for such Obligation in the manner hereinafter provided. (b) Applicatzon for Replacement Bonclr Application for replacement of damaged, mutilated, lost, stolen, or destroyed Obligations shall be made to the Paying Agent/Registrar In every case of loss, theft, or destruction of an Obligation, the applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto .Also, in every case of loss, theft, or destruction of an Obligation, the applicant shall furnish to the City and to the Paying Agent/Registrar -41- evidence to their satisfaction of the loss, theft, or destruction of such Obligation, as the case may be. In every case of damage or mutilarion of an Obligation, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Obligation so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such damaged, mutilated, lost, stolen or destroyed Obligation shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Obligation, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Obligation) instead of issuing a replacement Obligation, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Keplacement Bonds Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the owner of such Obligation with all legal, panting, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Obligation is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Obligation shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and propornonately with any and all other Obligations duly issued under this Ordi- nance. (e) Authontyforlssuang Iie~lacementBonds In accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the City or any other .body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such bonds in -42- the form and manner and with the effect, as provided in Section 5(d) of this Ordinance for Obligations issued in exchange for other Obligations. Section 25. TAX COVENANTS. The Issuer covenants to take any action to assure, or refrain from any action which would adversely affect, the treatment of the Obligations as obligations described in section 103 of the Code, the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows. (a) to take any action to assure that no more than 10 percent of the proceeds of the Obligations (less amounts deposited to a reserve fund, if any) are used for any "pnvate business use", as defined in section 141 (b) (6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer, with respect to such pnvate business 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 10 percent of the debt service on the Obligations, in contravention of section 141(b) (2) of the Code; (b) to take any action to assure that in the event that the ",private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Obligations (less amounts deposited into a reserve fund, if any) then the amount iri excess of 5 percent is used fora "private business use" which is "related" and not "dispropornonate", within the meaning of section 141(b) (3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Obligations (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141 (c) of the Code; -43- (d) to refrain from taking any action which would otherwise result in the Obligations being treated as "pnvate activity bonds" within the meaning of section 141(6) of the Code; (e) to refrain from taking any action that would result in the Obligations being "federally guaranteed" within the meaning of section 149(6) of the Code; (~ to refrain from using any portion of the proceeds of the Obligations, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(6)(2) of the Code) which produces a materially higher yield over the term of the Obligations, other than investment property acquired with -- (1) proceeds of the Obligations invested for a reasonable temporary period of 3 years or less until such proceeds are needed for the purpose for which the Obligations are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1 148-1(b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Obligations, (g) to otherwise restrict the use of the proceeds of the Obligations or amounts treated as proceeds of the Obligations, as may be necessary, so that the Obligations do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings), and (h) to pay to the United States of Amenca at least once dunng each five-year penod (beginning on tl-ie date of delivery of the Obligations) an amount that is at least equal to 90 percent of the "Excess Earnings", within the meaning of section 1480 of the Code and to pay -44 to the United States of America, not later than 60 days after the Obligations have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 1480 of the Code. For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended pnor to the date of the issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under sect<on 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion ofnationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the foregoing, the Mayor, the City Manager, any Assistant City Manager, and the Director of Finance may execute any certificates or other reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without -45- limitation the registered owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. Furthermore, the Issuer will take all reasonable actions specified in any written instructions provided to the Issuer by TWDB to assure that the interest on said bonds, or any bonds issued to refund said bonds, shall be excludable from the gross income of the holders thereof for federal income tax purposes. Section 26. APPROVAL AND REGISTRATION OF BONDS. That the proper officials of the City are hereby authorized to have control of the Obligations and all necessary records and proceedings pertaining to the Obligations pending their delivery and their investigation, examination and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Obligations, said Comptroller of Public Accounts (or a deputy designated in wasting to act for said Comptroller) shall manually sign the Comptroller's Registration CertYficate accompanying the Obligations, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such cernficate. Section 27 SALE. (a) The Obligations are hereby sold to TWDB for the price of par The Obligations may be delivered to TWDB in accordance with the schedule set forth in Section 2 of this Ordinance, and paid for in whole, or in installments at such times as shall be approved by the City Manager, provided none of the Obligations shall be so delivered without the City's receiving full payment therefor The Obligations initially delivered shall be registered in the name of the Texas Water Development Board. (b) The City hereby authorizes the City Manager to approve and execute such documents necessary to effect the delivery of the Obligations. -46- (c) The Paying Agent/Registrar shall complete the "Date of Delivery" on each Obligation delivered to TWDB as provided in Section 5(e) of this Ordinance, and interest on the Obligations so delivered shall commence from such date. (d) It is the intent of the parties to the sale of the Obligations that if TWDB ever determines to sell all or a part of the Obligations, it shall notify the City at least 60 days prior to the sale of the Obligations of the decision to so sell the Obligations. (e) The City hereby declares its intention to fund, in connection with the issuance of the Obligations, the Required Reserve Amount as calculated in accordance with the provisions of Section 16 hereof with a municipal bond debt service reserve policy (the "Reserve Policy") to be provided by Financial Security Assurance Inc. ("FSA") The Reserve Policy shall be deposited to the credit of the Reserve Fund at the time of the issuance and delivery of the Obligations. The City Manager and any Assistant City Manager shall have the authority to execute any documents to effect the issuance of the Reserve Policy by FSA including, without hmrtation, an Insurance Agreement between the City and FSA, in substantially the form attached to the commitment issued by FSA with respect to the Reserve Policy (the "Reserve Policy Commitment") In addition, the conditions applicable to the issuance of the Reserve Policy, as set forth in the Reserve Policy Commitment issued by FSA, are hereby incorporated by reference into this Ordinance. (~ To the extent that the provisions of this Ordinance are inconsistent or conflict with the provisions of the ordinances authorizing the Previously Issued Subordinate Lien Obligations, the provisions of this Ordinance shall control, including, without limitation, that the City shall have the ability to fund the Required Reserve Amount for the Obligations over a 24 month period, and by issuing its commitment to purchase the Obligations, TWDB shall be deemed to have consented to the applicability of such provisions set forth in this Ordinance to the Subordinate Lien Obligations. -47- (~ The purchase of a municipal bond insurance polity (the "Bond Insurance Policy") from FSA as additional security for the Obligations is hereby approved. The panting of a legend on ~` the Obligations describing the Bond Insurance Policy is hereby authorized. The payment of the premium to FSA in consideration for the issuance of the Bond Insurance Policy is hereby approved. In addition, the conditions applicable to the issuance of the Bond Insurance Policy, as set forth in an exhibit to the Insurance Commitment issued by FSA with respect to the Bond Insurance Policy, are hereby incorporated by reference into this Ordinance. Section 28. COMPLIANCE WITH RULE 15c2-12. (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, financial information and operating data with respect to the City of the general type included in the final Application submitted to TWDB and submitted to the NRMSIRs and the SID with respect to the Prior Lien Bonds. Any financial statements to be so provided shall be (1) prepared in accordance with the accounting panciples generally applicable to cities such as the City, or such other accounting principles as the City maybe required to employ from time to time thereafter pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements within such period and shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report on such statements become available. (ii) If the City changes rts 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 City agrees to provide financial information and operating data of a nature consistent with that provided by the City in connection with the issuance of Additional Priority Obligations to which the Rule applies. -48- The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (b) Mdtenal Event Notrces The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Obligations, if such event is material within the meaning of the federal securities laws. 1 Principal and interest payment delinquencies, , 2. Non-payment related defaults, 3 Unscheduled draws on debt service reserves reflecting financial difficulties, 4 Unscheduled draws on credit enhancements reflecting financial difficulties, 5. Substitution of credit or liquidity providers, or their failure to perform, 6. Adverse tax opinions or events affecting the tax-exempt status of tl-~e Obligations, 7 Modifications to rights of holders of the Obligations, 8. Obligation calls, 9 Defeasances, 10. Release, substitution, or sale of property securing repayment of the Obligations, and 11 Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. (c) I.amitatrons, Drsclarmers, and Amendments. (i) The City shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the City remains an "obligated person" with respect to the Obligations within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with .this Ordinance or applicable law that causes Obligations no longer to be outstanding (ii) The provisions of this Section are for the sole benefit of the registered owners and beneficial owners of the Obligations and the beneficial owners of TWDB's bonds under the Rule, and -49- nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Obligations at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY,OTHER PERSON, IN CONTRACT ORTORT, 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 ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the -City under federal and state securities laws. (v) The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Obligations in the -50- primary offering of the Obligations in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the registered owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Obligations consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the registered owners and beneficial owners of the Obligations. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (a) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final lurisdictxon enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Obligations in the primary offering of the Obligations. Section 29 ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE PROJECT That the City covenants to account for on its books and records the expenditure of proceeds from the sale of the Obligations and any investment earnings thereon to be used for the improvement and extension of the System (referred to herein and Section 30 hereof as a "Prolect") by allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure on a Prolect is made or (b) each such Prolect is completed. The foregoing notwithstanding, the City shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Obligations or (b) the date the Obligations are retired, unless the City obtains an opinion ofnationally-recognized bond counsel substantially to the effect that such -51- expenditure will not adversely affect the tax-exempt status of the Obligations. For purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect i the excludability for federal income tax purposes from gross income of the interest. Section 30 DISPOSITION OF PROJECT That the City covenants that the property constituting a Protect will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized bond counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Obligations. For purposes of this Section, the portion of the property comprising personal property and disposed of in the ordinary course of business shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this Section, the Issuer shall not be obligated to comply with this covenant if rt obtains an opinion of nationally- recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 31 IMMEDIATE EFFECT That this Ordinance shall be effective immediately from and after its passage in accordance with the provisions of Section 2 of Chapter 25 of the Charter of the City, and it is accordingly so ordained. [EXECUTION PAGE FOLLOWS] -52- ADOPTED this 23rd day of November, 1999 1 UL L.l.~...1~-, Mayor (SEAL) APPROVED AS TO FORM AND LEGALITY ~,~~~ City Attorney -53- City of Fort Worth, Texas ~1-~~y~~ And Caunc~l a~e~tmun;cAt~~n C DATE REFERENCE NUMBER LOG NAME PAGE 11/23/99 G-12744 1360NDS 1 of 2 SUBJECT ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF $61,750,000 CITY OF FORT WORTH, TEXAS, WATER AND SEWER SYSTEM SUBORDINATE LIEN REVENUE BONDS, SERIES 1999A, AND ORDAINING OTHER MATTERS RELATED THERETO RECOMMENDATION It is recommended that the City Council adopt an ordinance authorizing the issuance and sale of $61,750,000 in Water and Sewer System Subordinate Lien Revenue bonds to the Texas Water Development Board DISCUSSION On December 15, 1998 (M&C G-12420), the City Council authorized the filing of an application with the Texas Water Development Board for loans up to $99,750,000 under the State Revolving Loan Program Of this amount, the City sold $38,000,000 in bonds at the City Council meeting on July 20, 1999 The Water Department needs to sell the remaining $61,750,000 in bonds under the application Proceeds of the sale will be used to complete projects that fall under the Environmental Protection Agency Administrative Order, Groups 6 and 7, regarding the department's infiltration and inflow program, and to fund new generators at the City's wastewater treatment plant. The interest rate on this loan will be approximately 0 75% lower than market rates, resulting in annual savings of $285,000 The City currently has six loans outstanding to the Texas Water Development Board Issue Original Amount Outstanding (as of 9/30/99) Series 1991 $16,155,000 $ 12,900,000 Series 1992 $12,000,000 $ 9,000,000 Series 1995 $18,880,000 $ 17,035,000 Series 1996 $17,120,000 $ 15,620,000 Series 1998 $60,980,000 $ 58,895,000 Series 1999 $38,000,000 $ 38.000.000 TOTAL $151,450,000 The bonds will be sold at the City Council meeting on November 23, 1999 City of Fort Worth, Texas M,Ayar and Council CammunicAtian DATE 11J23/99 REFERENCE NUMBER G-12744 LOG NAME 13BONDS PAGE 2 of 2 SUBJECT ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF $61,750,000 CITY OF FORT WORTH, TEXAS, WATER AND SEWER SYSTEM SUBORDINATE L{EN REVENUE BONDS, SERIES 1999A, AND ORDAINING OTHER MATTERS RELATED THERETO FISCAL INFORMATION/CERTIFICATION The Finance Director certifies that funding for the annual debt service payments will be available from the current operating budget, as appropriated, of the Water and Sewer Operating Fund CB k Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) Charles Boswell 8511 ~PR~VE~ Originating Department Head: C'TY C®UNIi Jim Keyes 8517 (from) N ~ V 23 X999 Additional Information Contact: }~ . t ~~uu-~J , City Secratar of that Judy Walton 8334 q Citq of Fort Worth, R1ex~ Adopted Qrdinance No,