HomeMy WebLinkAboutOrdinance 13640ORDINANCE NO ~~~ /~GD
SIXTH SUPPLEMENTAL ORDINANCE AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE REFUNDING
AND IMPROVEMENT BONDS, SERIES 1998
THE STATE OF TEXAS
COUNTIES OF TA~RRANT AND DENTON
CITY OF FORT WORTH
WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer"), a "home-rule" city
operating under ahome-rule charter adopted pursuant to Section 5 of Article XI of the Texas
Constitution, with a population according to the latest federal decennial census of in excess of 90,000,
has established and currently owns and operates a combined waterworks and samtary sewer system
(the "System"), and
WHEREAS, the Crty heretofore has established the City of Fort Worth, Texas Water and
Sewer System Revenue Financing Program for the purpose of providing a financing structure for
revenue supported indebtedness of the System, and
WHEREAS, sand Program was established pursuant to the terms of a "Master Ordinance
Establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program"
(the "Master Ordinance"), and
WHEREAS, unless otherwise defined herein, terms used herein shall have the meaning given
in the Master Ordinance; and
WHEREAS, the Master Ordinance authorizes revenue supported indebtedness to be issued,
incurred or assumed pursuant to the terms of supplemental ordinances (any such ordinance being a
"Supplement"), and
WHEREAS, pursuant to the teens of the Master Ordinance, the City has adopted five
Supplements (designated as the "First Supplement","Second Supplement", "Third Supplement",
"Fourth Supplement" and "Fifth Supplement",respectively, and the "Pnor Supplements", collectively)
pursuant to which (i) the City of Fort Worth, Texas Water and Sewer System Revenue Refunding
Bonds, Series 1991A and Senes 1991B, the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Serves 1993, the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Serves 1996 and the City of Fort Worth, Texas Water
and Sewer System Revenue Refunding and Improvement Bonds, Senes 1997 (the "Previously Issued
Panty Bonds") were issued, and (ii) the City entered into two respective ISDA Master Agreements
(referred to herein as the "Swap Agreements"), one with Lehman Brothers Special Financing Inc.,
and the other with GBDP, L.P ,for the purpose of enhancing the security for or providing for the
payment of the pnncipal of and interest on the Previously Issued Panty Bonds by providing for the
receipt of fixed rate payments which were estunated to exceed the variable rate payments to be made
by the Crty under the Swap Agreements; and
WHEREAS, the Previously Issued Panty Bonds and the obligations of the City under the
Swap Agreements are secured by a first hen on and pledge of the Pledged Revenues of the System,
and
WHEREAS, in addition to the Previously Issued Panty Bonds, the City has authorized the
issuance ofup to $75,000,000 ofits Water and Sewer System Commercial PaperNotes, Serves A (the
"Commercial Paper Notes"), for the purpose of providing a method of mtenrn financing to improve
and extend the City's Water and Sewer System, and
WHEREAS, m connection with the Commercial Paper Notes, the City has procured a line
of credit from Westdeutsche Landesbank Girozentrale, New York Branch (the "Bank"), and
WHEREAS, the obligations of the Crty under the agreement vv~th the Bank are secured by
a lien on and pledge of the Pledged Revenues of the System, subordinate to the lien on and pledge
of the Pledged Revenues of the System m favor of the owners of the Previously Issued Panty Bonds
and the obligations of the Crty under the Swap Agreements, and
WHEREAS, the Crty currently has outstanding $20,000,000 in principal amount of its
Commercial Paper Notes; and
WHEREAS, the Crty currently has outstanding $23,600,000 m principal amount of its Water
and Sewer System Subordinate Lien Revenue Bonds, Serves 1989 (the "Serves 1989 Bonds"), and
WHEREAS, the Senes 1989 Bonds are subject to redemption at the option of the City on
March 1, 1999; and
WHEREAS, the Serves 1989 Bonds are secured by a lien on and pledge of the Pledged
Revenues of the System, subordinate to the hen on and pledge of the Pledged Revenues m favor of
(i) the owners of the Previously Issued Panty Bonds and the obligations of the City under the Swap
Agreements and (ii) the Bank, respectively; and
WHEREAS, the Crty deems rt appropriate to issue the hereinafter authorized bonds in an
aggregate principal amount not to exceed $100,000,000 for the purpose of (i) extending and
improving the System, (ii) retiring the currently outstanding Commercial Paper Notes and (iii)
refunding the Senes 1989 Bonds maturing on and after March 1, 2000 (the "Refunded Bonds"); and
WHEREAS, notice of intention to sell the bonds hereinafter authorized was published m the
Fort Worth Star-Telegram, a newspaper of general circulation published in the City, m the manner
provided by applicable law, on October 15, 1998 and October 22, 1998, and
WHEREAS, no petition has been filed by the time fixed for the adoption of this Ordinance
meeting the requirements of Article 2368a, V A.T C S , as amended, and Chapter 252, Texas Local
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Government Code, as amended, requesting that an election be held on the question of issuing the
bonds hereinafter authorized, thereby rendering such an election unnecessary; and
WHEREAS, the City Council has adopted this Sixth Supplement to the Master Ordinance in
accordance with the provisions of the Master Ordinance and the bonds hereinafter authorized shall
hereafter constitute Panty Obligations under the Master Ordinance; and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
Article 717k, Article 717q and Articles 1111 through 1118, inclusive, V.A.T C S , as amended, for
the purposes set forth above.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS
SECTION 1 DEFINITIONS In addition to the definitions set forth in the preamble of this
Sixth Supplement, the terms used in this Sixth Supplement (except in the FORM OF BOND set forth
in Exhibit B to tlus Sixth Supplement) and not otherwise defined shall have the meanings given m the
Master Ordinance, the Prior Supplements or in Exhibit A to this Sixth Supplement.
Section 2 BONDS AUTHORIZED That the "City ofFort Worth, Texas Water and Sewer
System Revenue Refunding and Improvement Bonds, Serves 1998"are hereby authorized to be issued
in the aggregate principal amount not to exceed $100,000,000, for the following purposes, to-wit
(i) extending and improving the System, (ii) retiring the currently outstanding Commercial Paper
Notes and (iii) refunding the Refunded Bonds, provided, however, that the principal amount ofBonds
to be issued for the purpose of refunding the Refunded Bonds shall not exceed $22,000,000 The
Bonds shall be issued, shall b.e payable, are subject to redemption prior to their scheduled maturities,
shall have the characteristics, and shall be signed and executed (and the Bonds shall be sealed), as
provided in the Bond Purchase Agreement and in the FORM OF BOND in Exhibit B to this Sixth
Supplement.
Section 3 DELEGATION OF SALE OF BONDS TO AUTHORIZED
REPRESENTATIVE, LIlVIITATIONS That the Authorized Representative is hereby authorized
to act for and on behalf of the City in connection with the issuance and sale of the Bonds In that
capacity, the Authorized Representative, acting for and on behalf of the City, shall determine the date
for issuance and sale of the Bonds and shall approve, execute and deliver the Bond Purchase
Agreement with the Underwriters. Interest on the Bonds shall be payable on the date or dates
described in the Bond Purchase Agreement (the "Interest Payment Dates") The Bonds shall bear
interest at the fixed rate or rates per annum calculated on the basis of a 360-day year of twelve 30-day
months, as set forth in the Bond Purchase Agreement. There shall be set forth in the Bond Purchase
Agreement the principal amount of the Bonds to be sold (in no event, however, to exceed the
maximum principal amount authorized in Section 2 hereof), the price at which the Bonds shall be
sold, the principal amortization schedule for the Bonds (including, without limitation, the maturity
date or dates for the Bonds and the designation of any of the maturities of the Bonds as teen bonds
and any sinking fund payments to be deposited to the credit of the Debt Service Fund relating to any
teen bond so designated), the redemption features of the Bonds, the rate or rates of interest to be
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borne by the Bonds, the dated date of the Bonds (the "Dated Date"), and other matters relating to
the issuance, sale and delivery of the Bonds, including, without limitation, the designation given to
the Bonds and the obtaining of insurance or other forms of credit enhancement with respect to the
Bonds; provided, that the Bond Purchase Agreement must provide for the Bonds to be sold on teens
that produce (i).interest rate or rates for the Bonds in a multiple of 1/8 of 1% or 1/20 of 1% or 1/100
of 1%, (ii) a "net effective interest rate" not in excess of 8%, (iii) a final maturty date of the Bonds
that shall not extend beyond February 15, 2025, (iv) interest rates such that the highest interest rate
on any Bond does not exceed the lowest interest rate on such Bonds by more than 4 0%, and (v)
an underwnter's discount for all Bonds sold pursuant to the Bond Purchase Agreement in an amount
not in excess of $9 00 per $1,000 in principal amount of such Bonds. Furthermore, the Authonzed
Representative shall not execute and deliver the Bond Purchase Agreement if the sale of the Bonds
does not result in achieving the minimum present value savings with respect to the refunding of the
Refunded Bonds as specified in Section 25(c) ofthis Ordinance. It is further provided, however, that
notwithstanding the foregoing provisions, the Bonds shall not be delivered unless pnor to delivery,
the Bonds have been rated by a nationally recognized rating agency for municipal secunties in one
of the four highest rating categories for long-term obligations, as required by Article 717q, Texas
Revised Civil Statutes. The Authonzed Representative's approval of the Bond Purchase Agreement
shall be conclusively evidenced by the execution thereof. The authority granted to the Authonzed
Representative to execute and deliver the Bond Purchase Agreement expires at 5 00 p m., Friday,
December 18, 1998
Section 4 RIGHT OF PRIOR REDEMPTION (a) That the Bonds may be subJect to
redemption pnor to their scheduled maturities in the manner provided in the Bond Purchase
Agreement. The FORM OF BOND set forth in Exhibit B to this Sixth Supplement shall be revised
to reflect the redemption features specified in the Bond Purchase Agreement.
(b) Notice of any redemption of Bonds shall be given in the following manner, to-wit, (i) a
written notice of such redemption shall be given to the owner of each Bond or a portion thereof being
called for redemption not more than 60 days nor less than 30 days pnor to the date fixed for such
redemption by depositing such notice in the United States Mail, first-class postage prepaid, addressed
to each such owner at the address thereof shown on the Registration Books of the Paying
Agent/Registrarand (ii) a notice of such redemption shall be published one time, at least 30 days pnor
to the date fixed for such redemption, in a Journal or publication of general circulation in the United
States of Amenca which Games as a regular feature notices of redemption of municipal bonds,
provided, however, that the failure to send, mail, or receive such notice described in clause (i) above,
or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness
of the proceedings for the redemptron of any Bond, as publication of notice as described in clause (ii)
above shall be the only notice actually required in connection with or as a prerequisite to the
redemption of any Bonds. By the date fixed for any such redemption due provision shall be made by
the City with the Paying Agent/Registrar for the payment of the required redemption puce for the
Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date
fixed for redemption. If such notice of redemption is given, and if due provision for such payment
is made, all as provided above, the Bonds, or the portions 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
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the nght of the owner to receive the redemption pnce plus accrued interest to the date fixed for
redemption from the Paying Agent/Registrarout ofthefunds provided for such payment. The Paying
Agent/Registrarshnll record in the Registration Books all such redemptions of principal of the Bonds
or any portion thereof. If a portion of any Bond shall be redeemed, a substitute Bond or Bonds
having the same maturity date, bearing interest at the same rate, :in any denomination or denomina-
tions many integral multiple of $5,000 at the written request of the owner, and in an aggregate prin-
cipal amount equal to the unredeemed portion thereof, will be issued to the owner upon the
surrender thereof for cancellation, at the expense of the City, all as provided in this Sixth Supplement.
The maturities of Bonds to be called for redemption shall be deterrruned by the City The Bonds or
portions to be redeemed within each such maturity shall be selected by lot or other customary random
method selected by the Paying Agent/Registrar (provided that a portion of a Bond may be redeemed
only in an integral multiple of $5,000) The City shall give written notice to the Pa}nng
Agent/Registrar of any such redemption of Bonds at least 60 calendar days (or such shorter period
as is acceptable to the Paying Agent/Registrar) pnor to such redemption.
(c) (i) In addition to the manner of providing notice of redemption of Bonds as set forth
above, the Paying Agent/Registrar shall give notice of redemption of Bonds by Umted States Mail,
first-class postage prepaid, at least thirty (30) days pnor to a redemption date to each registered
secunties depository and to any national information sernce that disserrunates redemption notices.
In addition, in the event of a redemption caused by an advance refunding of the Bonds, the Pa}nng
AgentlRegistrar shall send a second notice of redemption to the persons specified in the immediately
preceding sentence at least thirty (30) days but not more than mnety (90) days pnor to the actual
redemption date Any notice sent to the registered secunties depositones or such national
information services shall be sent so that they are received at least two (2) days pnor to the general
mailing or publication date of such notice. The Paying Agent/Registrar shall also send a notice of
prepayment or redemption to the owner of any Bond who has not sent the Bonds in for redemption
sixty (60) days after the redemption date.
(ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by this
Sixth Supplement, shall contain a description of the Bonds to be redeemed including the complete
name of the Bonds, the serves, the date of issue, the interest rate, the maturity date, the CUSIP
number, if any, the certificate numbers, the amounts called of each certificate, the publication and
mailing date for the notice, the date of redemption, the redemption pnce, the name of the Paying
Agent/Registrarand the address at which the Bond may be redeemed including a contact person and
telephone number
(iii) All redemption payments made by the Paying Agent/Registrar to the registered owners
of the Bonds shall include a CUSIP number relating to each amount paid to such registered owner
Section 5 INTEREST That the Bonds shall bear interest at the rates per annum specified
in the Bond Purchase Agreement. Said interest shall be payable to the owner in the manner provided
and on the dates specified in the Bond Purchase Agreement. The FORM OF BOND set forth in
Exhibit B to this Sixth Supplement shall be revised to reflect the interest payment dates specified in
the Bond Purchase Agreement.
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Section 6 CHARACTERISTICS OFTHE BONDS (a) Re~nstratnon, Transfer, Conversion
and Exchange, Authentication. The Cnty shall keep or cause to be kept at the designated corporate
trust office nn Dallas, Texas (the "Designated Trust Office") of Chase Bank of Texas, National
Association (the "Paying Agent/Regnstrar"), books or records for the registration of the transfer,
conversion and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the
Paying Agent/Regnstrar as its registrar and transfer agent to keep such books or records and make
such registrations of transfers, conversions and exchanges under such reasonable regulations as the
City and the Paying Agent/Regnstrarinay prescribe; and the Paying Agent/Regnstrar shall make such
registrations, transfers, .conversions and exchanges as herein provided. The City Manager or the
designee thereof is hereby authorized to execute a "Paying Agent/Regnstrar Agreement" m such form
as ns approved by the City Attorney The Paying Agent/Regnstrarsliall obtain and record nn the Regns-
tratnonBooks the address of the owner of each Bond to which payments with respect to the Bonds
shall be mailed, as herein provided, but rat shall be the duty of each owner to notify the Paying
Agent/Regnstrar nn wntnng of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. The City shall have the right to
inspect at the Designated Trust Office the Registration Books during regular business hours of the
Paying Agent/Regnstrar, but otherwise the Paying Agent/Regnstrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not penmt their inspection by any other
entity Except as otherwise provided nn the FORM OF BOND set forth nn Exhibit B to this Sixth
Supplement, the owner of each Bond requesting a conversion, transfer, exchange and delivery of such
Bond shall pay the Paying Agent/Regnstrar's standard or customary fees and charges for making such
registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration
of assngnments, transfers, conversions and exchanges of Bonds shall be made nn the manner provided
and with the effect stated nn the nn the FORM OF BOND set forth nn Exhibit B to this Sixth
Supplement. Each substitute Bond shall bear a letter and/or number to distinguish rat from each other
Bond. An authorized representative of the Paying Agent/Regnstrar shall, before the delivery of any
such Bond, date and manually sign the "Paying Agent/Regnstrar's Authentication Certificate" nn the
form set forth nn the FORM OF BOND set forth nn Exhibit B to this Sixth Supplement, and, except
as provided below, no such Bond shall be deemed to be issued or Outstanding unless such Certificate
ns so executed, the foregoing notwithstanding, such Certificate need not be executed of any such Bond
ns accompanied by an executed "Comptroller's Registration Certificate" nn the form set forth nn the
FORM OF BOND set forth nn Exhibit B to this Sixth Supplement. The Paying Agent/Regnstrar
promptly shall cancel all pand Bonds and Bonds surrendered for conversion and exchange No
addntnonal ordinances, orders, or resolutnons need be passed or adopted by the governing body ofthe
Cnty or any other body or person so as to accomplish the foregoing conversnon and exchange of any
Bond or portion thereof, and the Paying Agent/Regnstrar shall provide for the panting, execution, and
delivery of the substitute Bonds nn the manner prescribed herein, and said Bonds shall be of type
composition printed on paper wrath lithographed or steel engraved borders of customary wenght and
strength. Pursuant to Article 717k-6, Texas Revised Civil Statutes, as amended, and particularly
Section 6 thereof, the duty of conversnon and exchange of Bonds as aforesaid ns hereby imposed upon
the Paying Agent/Regnstrar, and, upon the execution of sand Certnficate, the converted and exchanged
Bond shall be valnd, nncontestable, and enforceable nn the same manner and wrath the same effect as
the Bonds which nritnally were issued and delivered pursuant to thus Sixth Supplement, approved by
the Attorney General, and registered by the Comptroller of Public Accounts.
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(b) Payment of Bonds and Inteiest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of, premium, if any, and interest
on the Bonds, all as provided in this Sixth Supplement. The Paying AgentlRegistrarsliall keep proper
records of all payments made by the City and the Paying Agent/Registrarwitli respect to the Bonds.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered owners
thereof, (ii) may be redeemed pnor to then scheduled maturities, (ni) may be transferred and assigned,
(iv) maybe converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be
signed, sealed, executed and authenticated, (vii) the pnncipal of and interest on the Bonds shall be
payable, and (viii) shall be administered and the Paying Agent/Registrar and the City shall have certain
duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the
effect as required or indicated, in the FORM OF BOND set forth in Exhibit B to this Sixth
Supplement. The Bonds initially issued and delivered pursuant to this Sixth Supplement are not re-
quired to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute
Bond issued in conversion of and exchange for any Bond or Bonds issued under this Sixth
Supplement the Paying Agent/Registrar shall execute the "Paying Agent/Registrar's Authentication
Certificate", in the form set forth in said FORM OF BOND
(d) Substitute Paving A e~nt/Re isg tray The City covenants with the owners of the Bonds that
at all times while the Bonds are Outstanding a competent and legally qualified entity shall act as and
perform the services of Paying Agent/Registrar for the Bonds under this Sixth Supplement, and that
the Paying Agent/Registrar will be one entity Such entity may be the City, to the extent permitted
by law, or a bank, trust company, financial institution, or other agency, as selected by the City The
City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less
than 120 days wntten notice to the Paying Agent/Registrar, to be effective not later than 60 days
pnor to the next principal or interest payment date after such notice. In the event that the entity at
any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method)
should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a
competent and legally qualified entity to act as Paying Agent/Registrarunder this Sixth Supplement.
Upon any change in the Paying Agent/Registrar, the previous Paying AgentlRegistrarproinptly shall
transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books
and records relating to-the Bonds, to the new Paying Agent/Registrar designated and appointed by
the City Upon any change in the Pa}nng Agent/Registrar, the City promptly will cause a written not-
ice thereof to be sent by the new Pa}nng Agent/Registrar to each owner of the Bonds, by United
States Mail, first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar By accepting the position and performing as such, each Paying Agent/Registrar
shall be deemed to have agreed to the provisions of this Sixth Supplement, and a certified copy of this
Sixth Supplement shall be delivered to each Paying Agent/Registrar
Section 7 FORM OF BONDS (a) That the form of all Bonds, including the form of the
Paying Agent/Registrar's Certificate, the form of Assignment, and the form of the Comptroller's
Registration Certificate to be attached only to the Bonds initially issued and delivered pursuant to this
Sixth Supplement, shall be, respectively, substantially as set forth in Exhibit B, with such appropnate
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vanations, onussions, or insertions a§ are pernutted or required by this Sixth Supplement and the
Bond Purchase Agreement.
(b) The punter of the Bonds is hereby authonzed to pant on the Bonds the form of bond
counsel's opnmon relating to the Bonds, and is hereby authonzed to punt on the Bonds an appropriate
statement of insurance funushed by a mumcipal bond insurance company providing municipal bond
insurance, if any, covenng all or any part of the Bonds.
Section 8 ESTABLISI-IlVIENT OF FINANCING PROGRAM AND ISSUANCE OF
PARITY OBLIGATIONS That by adoption of the Master Ordinance the City has established the
Crty of Fort Worth, Texas Water and Sewer System Revenue Financing Program for the purpose of
providing a financing structure for revenue supported indebtedness of the System. The Master
Ordinance is intended to establish a master plan under which revenue supported debt of the System
can be incurred. This Sixth Supplement provides for the authorization, issuance, sale, delivery, form,
charactenstics, provisions of payment and redemption, and secunty of the Bonds which aze a serves
of Panty Obligations. The Master Ordinance is incorporated herein by reference and as such made
apart hereof for all purposes, except to the extent modified and supplemented hereby, and the Bonds
are hereby declazed to be Panty Obligations under the Master Ordinance The City hereby determnnes
that rt will have sufficient funds to meet the financial obligations of the System, including sufficient
Pledged Revenues to satisfy the Annual Debt Service Requirements of the System and to meet all
financial obligations of the Crty relating to the System.
Section 9 PLEDGE. That the Bonds aze and shall be secured by and payable from a first
lien on and pledge of the Pledged Revenues, and the Pledged Revenues aze further pledged to the
establishment and maintenance of the Debt Sernce Fund, and to the Reserve Fund to the extent
hereinafter provided. The Bonds are and will be secured by and payable only from the Pledged
Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties,
whether real, personal, or mixed, constituting the System.
Section 10 DEBT SERVICE FUND ACCOUNTS That nn connection wrath the Bonds, the
Crty need not establish any special accounts v~ntlin the Debt Service Fund.
Section 11 RESERVE FUND That deposits to the credit of the Reserve Fund shall be
made in the manner described in Section 13(b) of this Sixth Supplement.
Section 12 INVESTMENTS That money in the Reserve Fund created under this Sixth
Supplement shall not be invested m securities with an average aggregate weighted maturity of greater
than seven years. The value of the Reserve Fund, nn addition to the annual detemm~ation described
in the Master Ordinance, shall be established at the time or times withdrawals aze made therefrom.
Investments shall be sold promptly when necessary to prevent any default in connection vv~th the
Bonds. Earnings derived from the investment of moneys on deposit in the vanous Funds and
Accounts shall be credited to the Fund or Account from which moneys used to acquire such
investment shall have come.
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Section 13 FLOW OF FUNDS That all monies in the System Fund not required for paying
Operating Expenses dunng each month shall be applied by the City, on or before the 10th day of the
following month, commencing dunng the months and in the order of priority with respect to the
Funds and Accounts that such applications are hereinafter set forth in this Section.
(a) Debt Sernce Fund - To the credit of the Debt Sernce Fund, in the following order of
priority, to-wit.
(1) such amounts, deposited in approxunately equal monthly installments,
commencing dunng the month in which the Bonds are delivered, or the month thereafter if
delivery is made after~the 10th day thereof, as will be sufficient, together with other amounts,
if any, in the Debt Sernce Fund available for such purpose, to pay the interest scheduled to
come due on the Bonds on the next succeeding interest payment date, and
(2) such amounts, deposited in approxunately equal monthly installments,
commencing dunng the month which shall be the later to occur of, (i) the twelfth month
before the first matunty date of the Bonds, or (ii) the month in which the Bonds are delivered,
or the month thereafter if delivery is made after the 10th day thereof, as will be sufficient,
together with other amounts, if any, in the Debt Sernce Fund available for such purpose, to
pay the pnncipal scheduled to mature on the Bonds on the next succeeding principal payment
date.
(b) Reserve Fund. To the credit of the Reserve Fund, there shall be obtained and deposited
to the Reserve Fund a Credit Facility, in the form of a surety bond, in such amount that, together with
other amounts, if any, in the Reserve Fund, equal the Required Reserve Amount. When and so long
as the Reserve Fund Obligations in the Reserve Fund are not less than the Required Reserve Amount,
no deposits need be made to the credit of the Reserve Fund. When and if the Reserve Fund at any
time contains less than the Required Reserve Amount due to any cause or condition then, subject and
subordinate to making the required deposits to the credit of the Debt Service Fund, commencing with
the month dunng which such deficiency occurs, such deficiency shall be made up from the next
available Pledged Revenues or from any other sources available for such purpose, in monthly
installments of not less than 1/12 of the Required Reserve Amount, in the manner provided in the
Master Ordinance. Reimbursements to the provider, if any, of a Credit Facility shall constitute the
making up of a deficiency to the extent that such reimbursements result in the reinstatement, in whole
or in part, as the case maybe, of the amount of the Credit Facility
Section 14 PAYMENT OF BONDS That on or before the first scheduled interest payment
date, and on or before each interest payment date and principal payment date thereafter while any of
the Bonds are Outstanding and unpaid, the City shall make available to the Paying Agent/Registrar,
out of the Debt Sernce Fund (and the Reserve Fund, if necessary) monies sufficient to pay such
interest on and such principal amount of the Bonds, as shall become due on such dates, respectively,
at matunty or by redemption prior to matunty The Paying Agent/Registrar shall destroy all paid
Bonds and furnish the City with an appropriate certificate of cancellation or destruction.
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Section 15 COVENANTS REGARDING TAX-EXEMPTION That the Issuer covenants
to refrain from any action which would adversely affect, or to take such action as to ensure, the
treatment of the Bonds as obligations described in section 103 of the Code, the interest on which ns
not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the Issuer covenants as follows
(a) to take any action to assure that no more than ten percent of the proceeds of the
Bonds or the gro~ects financed therewith (less amounts deposited to a reserve fund, of any)
are used for any "pnvate business use", as defined nn section 141(b)(6) of the Code or, of
more than ten percent of the proceeds are soused, that amounts, whether or not received by
the Issuer, wrath 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 ten percent of the debt service on the Bonds, nn contravention of section 141(b)(2)
of the Code,
(b) to take any action to assure that nn the event that the "pnvate business use"
described nn subsection (a) hereof exceeds five percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, of any) then the
amount nn excess of five percent ns used fora "pnvate business use" which ns "related" and not
"disproportionate", wntlun the meaning of section 141(b)(3) of the Code, to the govenunental
use,
(c) to take any action to assure that no amount which ns greater than the lesser of
$5,000,000, or five percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) ns directly or indirectly used to finance loans to persons, other than state
or local governmental units, in contravention of section 14 i (c) of the Code,
(d) to refrain from taking any action which would otherwise result nn the Bonds being
treated as "pnvate activity bonds" wntlun the meaning of section 141(b) of the Code,
(e) to refrain from taking any action that would result nn the Bonds being "federally
guaranteed" wnthnn the meaning of section 149(b) of the Code,
(f) to refrain from using any portnon of the proceeds of the Bonds, directly or
ndirectly, to acqunre or to replace funds which were used, directly or ndirectly, to acqunre
nnvestment property (as defined nn section 148(b)(2) of the Code) which produces a materially
hngher }Held over the term of the Bonds, other than nnvestment property acquired wrath -
(1) proceeds ofthe Bonds nnvested for a reasonable temporary period of three
years or less or, in the case of a refunding bond, for a period of 30 days or less until
such proceeds are needed for the purpose for which the Bonds are nssued,
(2) amounts nnvested nn a bona fide debt sernce fund, wntlun the meanng of
section 1 148-1(b) of the Treasury Regulatnons, and
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(3) amounts deposited in any reasonably required reserve or replacement fund
to the extent such amounts do not exceed ten percent of the proceeds of the Bonds,
(g) to otherwise restnct the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as maybe necessary, so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refundings), and
(h) to pay to the United States of Amenca at least once dunng each five-year
penod (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90
percent ofthe "Excess Eanungs", within the meaning of section 148(f) ofthe Code and to pay
to the United States of America, not later than 60 days after the Bonds have been paid in full,
100 percent of the amount then required to be paid as a result of Excess Eanungs under
section 148(f j of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term
"proceeds" included "disposition proceeds" as defined in the Treasury Regulations and, in the case
of a refunding bond, transferred proceeds (if any) and proceeds ofthe refunded bonds expended prior
to the date of the issuance of the Bonds. It is the understanding of the Issuer that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U S Department of the Treasury pursuant thereto In the event that regulations
or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable
to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the
extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under section
103 of the Code In the event that regulations or rulings are hereafter promulgated which impose
additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the
additional requirements to the extent necessary, in the opinion 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 limitation the registered owners of the Bonds. The Rebate Fund is established for
the additional purpose of compliance with section 148 of the Code.
Section 16 AMENDMENT OF SIXTH SUPPLEMENT (a) That the owners of a ma~onty
in Outstanding Pnncipal Amount of the Bonds shall have the right from time to time to approve any
amendment to this Sixth Supplement which may be deemed necessary or desirable by the City,
provided, however, that nothing herein contained shall permit or be construed to permit the amend-
ment of the teens and conditions in this Sixth Supplement or in the Bonds so as to
(1) Make any change in the maturity of any of the Outstanding Bonds,
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(2) Reduce the rate of interest borne by any of the Outstanding Bonds,
(3) Reduce the amount of the principal payable on the Outstanding Bonds;
(4) Modify the terms of payment of principal of, premium, if any, or interest on the
Outstanding Bonds or unpose any conditions with respect to such payment;
(5) Affect the rights of the owners of less than all of the Bonds then Outstanding;
(6) Amend this clause (a) of this Section, or
(7) Change the minimum percentage of the principal amount of Bonds necessary for
consent to any amendment;
unless such amendment or amendments shall be approved by the owners of all of the Bonds then
Outstanding.
(b) That if at any time the Crty shall desire to amend the Sixth Supplement under this Section,
the City shall cause notice of the proposed amendment to be published in a financial newspaper or
journal published in the City of New York, New York, and a newspaper of general circulation in the
City, once during each calendar week for at least two successive calendar weeks. Such notice shall
briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file
at the principal office of the Paying Agent/Registrarfor inspection by all owners of the Bonds. Such
publication is not required, however, if notice m writing is given to each owner of the Bonds
(c) That whenever at any time not less than 30 days, and wrtlun one year, from the date of
the first publication of said notice or other service of written notice the City shall receive an
instrument or instruments executed by the owners of at Least a ma~onty in Outstanding Principal
Amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed
amendment described m said notice and which specifically consent to and approve such amendment
in substantially the form of the copy thereof on file with the Paying Agent/Registrar, the governing
body of the Crty may pass such amendment m substantially the same form.
(d) That upon the passage of any such amendment pursuant to the provisions of this Section,
this Sixth Supplement shall be deemed to be amended m accordance vv~th such amendment, and the
respective rights, duties and obligations under this Sixth Supplement of the Crty and all the owners
ofthen Outstanding Bonds shall thereafterbe detennmed, exercised and enforced hereunder, subject
in all respects to such amendment.
(e) That any consent given by the owners of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the first publication of the notice
provided for in this Section, and shall be conclusive and binding upon all future owners of the same
Bond during such period. Such consent may be revoked at any tune after six months from the date
of the first publication of such notice by the owner who gave such consent, or by a successor in title,
by filing written notice thereofvv~th the Paying Agent/Registrarand the City, but such revocation shall
not be effective if the owners of at least a ma~onty in Outstanding Pnnclpal Amount of the Bonds
have, prior to the attempted revocation, consented to and approved the amendment.
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(f j The foregoing provisions of this Sect.~on notvv~thstanding, the City by action of the City
Council may amend this Sixth Supplement without the, consent of any owner of the Bonds or any
other Panty Obligations, solely for any one or more of the following purposes.
(1) To add to the covenants and agreements of the City in this Sixth Supplement
contained, other covenants and agreements thereafter to be observed, grant additional rights
or remedies to the owners of the Bonds or to surrender, restrict or limit any right or power
herein reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Sixth Supplement, or
in regard to clarifying matters or questions ansing under this Sixth Supplement, as are neces-
sary or desirable and not contrary to or inconsistent with this Sixth Supplement and which
shall not adversely affect the interests of the owners of the Bonds then Outstanding;
(3) To modify any of the provisions of this Sixth Supplement in any other respect
whatever, provided that such modification shall be, and be expressed to be, effective only
after the Bonds Outstanding at the date of the adoption of such modification shall cease to
be Outstanding;
(4) To make such amendments to this Sixth Supplement as may be required, in the
opimon ofBond Counsel, to ensure compliance with sections 103 and 141 through 150 ofthe
Code and the regulations promulgated thereunder and applicable thereto,
(5) To make such changes, modifications or amendments as may be necessary or
desirable in order to allow the owners of the Bonds to thereafter avail themselves of a book-
entry system for payments, transfers and other matters relating to the Bonds, which changes,
modifications or amendments are not contrary to or inconsistent with other provisions of this
Sixth Supplement and which shall not adversely affect the interests of the owners of the
Bonds;
(6) To make such changes, modifications or amendments as may be necessary or
desirable in order to obtain or maintain the granting of a rating on the Bonds by a Rating
Agency or to obtain or maintain a Credit Agreement or a Credit Facility issued in support of
the Bonds, and
(7) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the Bonds, in order,
to the extent permitted by law, to facilitate the economic and practical utilization of interest
rate swap agreements, foreign currency exchange agreements, or sinular type of agreements
with respect to the Bonds.
Notice of any such amendment may be published by the City in the manner described in clause (b) of
this Section, provided, however, that the publication of such notice shall not constitute a condition
precedent to the adoption of such amendatory ordinance and the failure to publish such notice shall
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not adversely affect the implementation of such amendment as adopted pursuant to such amendatory
ordinance.
(g) Ownership ofthe Bonds shall be established by the Registration Books maintained by
the Paying Agent/Registrar, in nts capacity as registrar and transfer agent for the Bonds.
Section 17 DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS
(a) That in the event any Outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the
Paying Agent/Registrar shall cause to be panted, executed, and delivered, a new bond of the same
principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed
Bond, m replacement for such Bond nn the manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall
be made to the Paying Agent/Regnstrar In every case of loss, theft, or destruction of a Bond, the
applicant for a replacement bond shall fiurish 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 wrath respect thereto Also, in every case of loss, theft, or destruction of a Bond, the
applicant shall funish to the Cnty and to the Paying Agent/Regnstrar evidence to their satisfaction of
the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or
mutilation of a Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the
Bond so damaged or mutilated.
(c) Notwnthstandmg the foregoing provisions of this Section, nn the event any such Bond shall
have matured, and no default has occurred which ns then continuing m the payment of the principal
of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the
same (without surrender thereof except nn the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provided security or indemnity ns furnished as above provided in this
Section.
(d) Prior to the issuance of any replacement bond, the Paying AgentlRegnstrar shall charge
the owner of such Bond vv~th all legal, printing, and other expenses in connection therewith. Every
replacement bond issued pursuant to the provisions of this Section by virtue ofthe fact that any Bond
is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the
lost, stolen, or destroyed Bond shall be found at any tame, or be enforceable by anyone, and shall be
entitled to all the benefits of this Sixth Supplement equally and proportionately with any and all other
Bonds duly issued under thus Sixth Supplement.
(e) In accordance with Section 6 of Article 717k-6, Texas Revised Civil Statutes, as
amended, this Section of this Sixth Supplement shall constitute authority for the issuance of any such
replacement bond without necessity of further action by the govening 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 Pa}nng Agent/Registrar, and the Pa}nng Agent/Registrar shall authenticate and deliver such
bonds in the form and manner and with the effect, as provided in Section 6(a) of this Sixth
Supplement for Bonds issued in exchange for other Bonds.
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Section 18 CONTINUING DISCLOSURE UNDERTAKING (a) Annual Reports. (i)
The City shall provide annually to each NRMSIR and any SID, wntlun six months after the end of
each Year ending nn or after 1999, financial nnfonnatnon and operating data wrath respect to the City
ofthe general type included in the final Official Statement authonzed by Section 25 oftlus Ordinance,
being the reformation described in Exhibit C hereto Any financial statements so to be provided shall
be (1) prepared nn accordance vv~th the accounting pnnciples described in Exhibit C hereto, or such
other accounting pnncnples as the City may be required to employ from time to time pursuant to state
law or regulation, and_(2) audited, nfthe City comrrissnons an audit of such statements and the audit
ns completed within the period dunng which they must be provided. If the audit of such financial
statements ns not complete within such penod, then the Cnty 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 of the audit report on such statements becomes
available.
(ii) If the City changes its Year, rat will notify each NRMSIR and any SID of the change (and
of the date of the new Year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section. The financial
nnfonnatnon and operating data to be provided pursuant to this Section maybe set forth nn full nn one
or more documents or maybe included by specific reference to any document (including an official
statement or other offenng document, of rt ns available from the MSRB) that theretofore has been
provided to each NRMSIR and any SID or filed with the SEC
(b) Material Event Notices. The City shall notify any SID and either each NRMSIR or the
MSRB, nn a timely manner, of any of the following events wrath respect to the Bonds, of such event
ns material wnthnn the meamng of the federal secunties laws
1 Pnncipal 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 the Bonds;
7 Modnficatnons to rights of holders of the Bonds,
8 Bond calls;
9 Defeasances;
10 Release, substntutnon, or sale of property securing repayment ofthe Bonds, and
11 Ratnng changes.
The Cnty shall notify any SID and either each NRMSIR or the MSRB, nn a tamely manner, of any
failure by the City to provide financnal nnfonnatnon or operating data nn accordance wrath subsectnon
(a) of this Section by the tame required by such subsectnon.
(c) Limntations Dnsclaimers, and Amendments. (i) The City shall be obingated to observe
and perform the covenants specnfied nn thus Section for so long as, but only for so long as, the Cnty
remanns an "obingated person" wrath respect to the Bonds wntlun the meaning of the Rule, except that
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the City in any event will give notice of any deposit made in accordance with this Ordinance or
applicable law that causes Bonds no longer to be outstanding..
(ii) The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or inplied, 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 to update any information provided in accordance with thus Section or
otherwise, except as expressly provided herein. The City does not make any representation or
warranty concening such information or its usefulness to a decision to invest in or sell Bonds at any
future date
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED 1N THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIlVIITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE
(iv) No default by the City in obsernng 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 m 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 arse from a change in Iegal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments or
interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the Holders of a ma~onty in aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds
consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the interest of
the holders and beneficial owners of the Bonds. If the City so amends the provisions of this Section,
it shall include with any amended financial information or operating data next provided in accordance
with subsection (a) of this Section an explanation, in narrative form, of the reason for the amendment
and of the impact of any change in the type of financial information or operating data so provided.
Section 19 SIXTH SUPPLEMENT TO CONSTITUTE A CONTRACT, EQUAL
SECURITY That in consideration of the acceptance of the Bonds, the issuance of which is
authorized hereunder, by those who shall hold the same from time to time, this Sixth Supplement shall
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be deemed to be and shall constitute a contract between the City and the Holders from time to time
of the Bonds and the pledge made in this Sixth Supplement by the City and the covenants and
agreements set forth in this Sixth Supplement to be performed by the City shall be for the equal and
proportionate benefit, security, and protection of all Holders, without preference, pnonty, or
distinction as to security or otherwise of any of the Bonds authorized hereunder over any of the
others by reason of time of issuance, sale, or matunty thereof or otherwise for any cause whatsoever,
except as expressly provided in or penmtted by this Sixth Supplement.
Section 20 SEVERABILITY OF INVALID PROVISIONS That if any one or more of the
covenants, agreements, or provisions herein contained shall be held contrary to any express provisions
of law or contrary to the policy of express law, though not expressly prohibited, or against public
policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements, or
provisions shall be null and void and shall be deemed separable from the remaimng covenants,
agreements, or provisions and shall in no way affect the validity of any of the other provisions hereof
or of the Bonds issued hereunder
Section 21 PAYMENT AND PERFORMANCE ON BUSINESS DAYS That, except as
provided to the contrary in the FORM OF BOND set forth in Exhibit B to this Sixth Supplement,
whenever under the terms of this Sixth Supplement or the Bonds, the performance date of any
provision hereof or thereof, including the payment of pnncipal of or interest on the Bonds, shall occur
on a day other than a Business Day, then the performance thereof, including the payment of principal
of and interest on the Bonds, need not be made on such day but may be performed or paid, as the
case maybe, on the next succeeding Business Day with the same force and effect as if made on the
date of performance or payment.
Section 22 LIlVIITATION OF BENEFITS WITH RESPECT TO THE SIXTH
SUPPLEMENT That with the exception of the rights or benefits herein expressly conferred, nothing
expressed or contained herein or implied from the provisions of this Sixth Supplement or the Bonds
is intended or should be construed to confer upon or give to any person other than the City, the
Holders, and the Paying Agent/Registrar, any legal or equitable nght, remedy, or claim under or by
reason of or in respect to this Sixth Supplement or any covenant, condition, stipulation, proriuse,
agreement, or provision herein contained. This Sixth Supplement and all of the covenants,
conditions, stipulations, prorruses, agreements, and provisions hereof are intended to be and shall be
for and inure to the sole and exclusive benefit of the City, the Holders, and the Paying
Agent/Registrar as herein and therein provided.
Section 23 FURTHER PROCEDURES That the Mayor, the City Secretary or Assistant
City Secretary, any Designated Financial Officer, and all other officers, employees, and agents of the
City, and each of them, shall be and they are hereby expressly authonzed, empowered, and directed
from time to time and at any time to do and perform all such acts and things and to execute,
acknowledge, and deliver in the name and under the seal and on behalf of the Issuer alI such
instruments, whether or not herein mentioned, as riiay be necessary or desirable in order to carry out
the teens and provisions of this Sixth Supplement, the Bonds, the Bond Purchase Agreement, the
Commercial Paper Notes Escrow Agreement, the Senes 1989 Bonds Escrow Agreement, the funding
of the Reserve Fund Requirements for the Bonds with a Credit Facility, the offering documents
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prepared in connection with the sale of the Bonds, or the Paying Agent/Registrar Agreement
described in Section 6 hereof. In case any officer whose signature appears on any Bond shall cease
to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purpose the same as if he or she had remained in office until such delivery
Section 24 APPROVAL AND REGISTRATION OF BONDS That the City Manager of
the City is hereby authorized to have control of the Bonds and all necessary records and proceedings
pertaining to the Bonds pending their delivery and their investigation, examination and approval by
the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts ofthe State of Texas. Upon registration ofthe Bonds, said Comptroller ofPublic Accounts
(or a deputy designated in wasting to act for said Comptroller) shall manually sign the Comptroller's
Registration Certificate accompanying the Bonds, and the seal of said Comptroller shall be impressed,
or placed in facsimile, on each such certificate.
Section 25 SALE OF BONDS (a) That the sale of the Bonds to the Underwriters is
hereby authorized. The Bond Purchase Agreement, in substantially the form attached to this Sixth
Supplement, which shall set forth the terms of the sale of the Bonds to the Underwriters, is hereby
accepted, approved and authorized to be delivered in executed form to said Underwriters, with such
changes as are necessary in the~udgment of the Authorized Representative to effect the sale of the
Bonds consistent with the provisions of Section 3 of this Ordinance.
(b) That the offering documents prepared in connection with the sale of the Bonds, in
substantially the form attached to this Sixth Supplement, are hereby accepted, approved and
authorized to be delivered in executed form to the Underwriters. The use of the "Preliminary Official
Statement" prepared in connection with the sale of the Bonds is hereby ratified.
(c) The sale of the Bonds for the purpose of refunding the Refunded Bonds is being effected
in order to achieve a minimum present value savings to the City and to the System of $750,000 The
Authorized Representative shall not execute the Bond Purchase Agreement unless the minimum
present value savings set forth in the preceding sentence. is achieved. The Authorized Representative
shall execute and deliver to the City Council a certificate indicating the level of present value savings
achieved as a result of the refunding of the Refunded Bonds. The Refunded Bonds are hereby called
for redemption prior to their scheduled maturities on March 1, 1999, at the pace of par plus accrued
interest to the date of redemption. The Authonzed Representative is hereby authorized to take such
steps as are necessary to cause notice of such redemption to be made in accordance with the teens
of the ordinance authorizing the issuance of the Series 1989 Bonds. The action taken by the City
Council to redeem the Refunded Bonds shall be effective upon the execution of the Bond Purchase
Agreement by the Authonzed Representative.
Section 26 DTC REGISTRATION The Bonds initially shall be issued and delivered in such
manner that no physical distribution of the Bonds will be made to the public, and The Depository
Trust Company ("DTC"), New York, New York, initially will act as depository for the Bonds. DTC
has represented that it is a limited purpose trust company incorporated under the laws of the State
of New York, a member ofthe Federal Reserve System, a "cleanng corporation" within the meaning
of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A
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of the Securities Exchange Act of 1934, as amended, and the City accepts, but in no way verifies,
such representations. The Bonds initially authorized by this Sixth Supplement shall be delivered to
and registered in the name of CEDE & CO ,the nominee of DTC It is expected that DTC will hold
the Bonds on behalf of the Underwriters and then respective participants So long as each Bond is
registered in the name of CEDE & CO ,the Paying Agent/Registrar shall treat and deal with DTC
the same in all respects as if it were the actual and beneficial owner thereof. It is expected that DTC
will maintain abook-entry system which will identify ownership of the Bonds in integral amounts of
$5,000, with transfers of ownership being effected on the records of DTC and its participants
pursuant to rules and regulations established by them, and that the Bonds initially deposited with DTC
shall be immobilized and not be further exchanged for substitute Bonds except as hereinafter
provided. The City is not responsible or liable for any functions of DTC, will not be responsible for
paying any fees or charges with respect to rts sernces, will not be responsible or liable for
maintaining, supernsing, or reviewing the records of DTC or rts participants, or protecting any
interests or rights of the beneficial owners of the Bonds. It shall be the duty of the DTC Participants,
as defined in the Official Statement herein approved, to make all arrangements with DTC to establish
this book-entry system, the beneficial ownership of the Bonds, and the method of paying the fees and
charges of DTC The City does not represent, nor does it in any way covenant that the imtial book-
entry system established with DTC will be maintained in the future Notwithstanding the initial
establishment of the foregoing book-entry system with DTC, if for any reason any of the originally
delivered Bonds is duly filed with the Paying Agent/Registrar with proper request for transfer and
substitution, as provided for in this Sixth Supplement, substitute Bonds will be duly delivered as
provided in this Sixth Supplement, and there will be no assurance or representation that any book-
entry system will be maintained for such Bonds. To effect the establishment of the foregoing book-
entrysystem, the City has executed and filed with DTC the "Blanket DTC Letter of Representations"
in the form provided by DTC to evidence the City's intent to establish said book-entry system.
Section 27 ESCROW AGREEMENTS (a) That the City Manager of the City is hereby
authorized and directed to execute, the City Secretary is authorized to attest, and the City Attorney
is authorized to approve as to form, on behalf ofthe City, the Serves 1989 Bonds Escrow Agreement
covering the use of the moneys to be deposited in accordance with the teens thereof, for the benefit
of the holders of the Refunded Bonds being retired with a portion of the proceeds from the sale of
the Bonds, the form of which being in substantially the form attached to this Sixth Supplement.
(b) The City Manager of the City is hereby authorized and directed to execute, the City
Secretary is authorized to attest, and the City Attorney is authorized to approve as to form, on behalf
of the City, the Commercial Paper Notes Escrow Agreement covering the use of the moneys to be
deposited in accordance with the terms thereof, for the benefit of the holders of the Commercial
Paper Notes being retired with a portion of the proceeds from the sale of the Bonds, the form of
which being in substantially the form attached to this Sixth Supplement.
Section 28 ALLOCATION OF, AND LIlVIITATION ON, EXPENDITURES FOR THE
PROJECT That the City covenants to account for on its books and records the expenditure of
proceeds from the sale of the Bonds and any investment earnings thereon to be used for the
improvement and extension of the System (referred to herein and Section 29 hereof as a "Project")
by allocating proceeds to expenditures within 18 months of the later of the date that (a) the
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expenditure on a Protect is made or (b) each such Protect is completed. The foregoing
notunthstanding, 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 Bonds or (b) the date the Bonds
are retired, unless the City obtains an opinion ofnationally-recognized bond counsel substantially to
the effect that such expenditure will not adversely affect the tax-exempt status of the Bonds For
purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains an
opinion 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 29 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 anopinion ofnationally-recognized
bond counsel substantially to the effect that such sale or other disposition will not adversely affect
the tax-exempt status of the Bonds. For purposes of this Section, the portion of the property
composing personal property and disposed of in the ordinary course ofbusiness shall not be treated
as a transaction resulting in the receipt of cash or other compensation. For purposes of this Section,
the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-
recognized bond counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 30 DELIVERY OF DOCUMENTS TO SWAP PROVIDERS, BANK AND
SURETY BOND PROVIDER. That the Designated Financial Officer is hereby directed to send to
the Swap Providers, the Bank and the Surety Bond Provider copies of the Sixth Supplement and the
final OfFicial Statement prepared in connection with the sale of the Bonds promptly after the date of
adoption of this Sixth Supplement.
Section 31 PREAMBLE That the preamble to this Sixth Supplement is hereby
incorporated by reference, and is to be considered a part of the operative text of this Sixth
Supplement.
Section 32 IMMEDIATE EFFECT That this Sixth Supplement 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.
SIGNED AND SEALED THIS 10TH DAY OF NOVEMBER, 1998
City Secretary
Q ~ ~~
Mayor,
City of Fort Worth, Texas
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APPROVED AS
City Attorney
TO FO LEGALITY
-21-
EXHIBIT A
That, as used in this Sixth Supplement, the following terms shall have the meanings set forth
below, unless the text hereof specifically indicates otherwise
"Authorized Representative" means any of the City Manager, any Assistant City Manager or
the Director of Finance
"Bank" shall have the meaning given said term in the preamble to the Sixth Supplement.
"Bond Purchase Agreement" means the Bond Purchase Agreement, dated November 10,
1998, by and among the City and the Underwriters.
"Bonds" means the Serves 1998 Bonds.
"Business Day" means a day other than a Sunday, Saturday, a legal holiday, or a day on which
banking mstrtutions m the city where the pnncnpal corporate trust office ofthe Paying Agent/Registrar
is located are authorized by law or executive order to close.
"Commercial Paper Notes" shall have the meaning given said term in the preamble to the Sixth
Supplement.
"Commercial Paper Notes Escrow Agreement" means the Escrow Agreement between the
Crty and U S Bank Trust National Association, executed and delivered in connection with retiring
the currently outstanding Commercial Paper Notes.
"Fifth Supplement" means the ordinance authonzmg the issuance of the Series 1997 Bonds.
"First Supplement" means the ordinance authorizing the issuance of the Serves 1991 A Bonds
and the Serves 1991B Bonds.
"Fourth Supplement" means the ordinance authonzmg the execution and delivery ofthe Swap
Agreements
"GBDP Agreement" means the "ISDA Master Agreement" between the City of Fort Worth
and GBDP, L.P , as maybe novated by the 'fennmation and Replacement Agreement, executed and
delivered by the City under authority of the Fourth Supplement.
"Lehman Agreement" means the "ISDA Master Agreement" between the Cnty of Fort Worth
and Lehman Brothers Special Financing, Inc ,executed and delivered by the City under authority of
the Fourth Supplement.
"Master Ordinance" means the "Master Ordinance estabhslung the Crty of Fort Worth Texas
Water and Sewer System Revenue Financing Program", passed by the City on December 10, 1991
A-1
"MSRB" means the Municipal Securities Rulemalcing Board.
"NRMSIR" means each person whom the SEC or its staffhas determined to be a nationally
recognized municipal secunties information repository wrtlun the meaning of the Rule from time to
time
"Paying Agent/Registrar" means the financial institution specified nn Section 6(a) of the Sixth
Supplement.
"Previously Issued Panty Bonds" means the Serves 1991A Bonds, the Series 1991B Bonds,
the Series 1993 Bonds, the Series 1996 Bonds and the Serves 1997 Bonds.
"Previously Issued Panty Obligations" shall include (i) the Previously Issued Panty Bonds and
(ii) the obligations incurred by the City pursuant to the terms of the Swap Agreements.
"Refunded Bonds" means the Serves 1989 Bonds maturing on and after March 1, 2000,
outstanding in the aggregate pnncipal amount of $22,000,000
"Registration Books" shall have the meamng given said term in Section 6(a) of the Sixth
Supplement.
"Rule" means SEC Ruie 15c2-12, as amended from time to time
"SEC" nneans the United States Securities and Exchange Commission.
"Second Supplement" shall mean the ordinance authorizing the issuance of the Senes 1993
Bonds.
"Senes 1989 Bonds" shall have the meamng graven said tern in the preamble to the Sixth
Supplement.
"Senes 1989 Bonds Escrow Agreement" shall mean the Escrow Agreement between the City
and Chase Bank of Texas, National Association, executed and delivered m connection with the
refunding of the Serves 1989 Bonds.
"Senes 1991A Bonds" shall mean the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Senes 1991A, authonzed by the First Supplement.
"Senes 1991B Bonds" shall mean the Crty of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Senes 1991B, authonzed by the First Supplement.
"Senes 1993 Bonds" shall mean the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding Bonds, Serves 1993, authonzed by the Second Supplement.
A-2
"Serves 1996 Bonds" shall mean the City of Fort Worth, Texas Water and Sewer System
Revenue Refunding and Improvement Bonds, Serves 1996, authorized by the Third Supplement.
"Series 1997 Bonds" means the City ofFort Worth, Texas Water and Sewer System Revenue
Refunding and Improvement Bonds, Series 1997, authorized by the Fifth Supplement.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and deterrruned by the SEC or its staff to be, a state information
depository wrtlun the meaning of the Rule from time to tune.
"Surety Bond Provider" means Ambac Assurance Corporation.
"Swap Agreements" means, collectively, the GBDP Agreement and the Lehman Agreement.
"Swap Providers" means GBDP, L.P ,Lehman Brothers Special Financing, Inc , or their
successors and assigns under the terms of the GBDP Agreement and the Lehman Agreement,
respectively
"Temm~ation and Replacement Agreement" means the Temm~ation and Replacement
Agreement, between the Crty and General Re Financial Products Corporation, executed and delivered
by the City m respect to the GBDP Agreement, under authority of the Fourth Supplement.
"Third Supplement" shall mean the ordinance authorizing the issuance of the Serves 1996
Bonds.
"Underwriters" means Morgan Stanley & Co Incorporated, as semor managing underwater,
together with the investment banking firms that contract to purchase the Bonds pursuant to the terms
of the Bond Purchase Agreement.
A-3
EXHIBIT B
NO
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TA,RRANT AND DENTON
CITY OF FORT WORTH, TEXAS
WATER AND SEWER SYSTEM REVENUE REFUNDING
AND IlVIPROVEMENT BOND, SERIES 1998
MATURITY DATE INTEREST RATE DATED DATE CUSIP
NOVEMBER 1, 1998
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, IN
TARRANT AND DENTON COUNTIES, TEXAS (the "Issuer"), hereby proiruses to pay to
or to the registered assignee hereof (either being hereinafter called the
"registered owner") the pnncipal amount of
and to pay interest thereon from the dated date specified above, on August 15,1999 and serruannually
on each February 15 and August 15 thereafter to the matunty date specified above, or the date of
redemption pnor to maturity, at the interest rate per annum specified above, except that ifthe Paying
Agent/Registrar's Authentication Certificate appeanng on the face of this Bond is dated later than
August 15, 1999, such interest is payable semiannually on each February 15 and August 15 following
such date
THE PRINCIPAL OF AND INTEREST ON this Bond are payable m lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at matunty or
upon the date fixed for its redemption pnor to maturity, at the designated corporate trust office in
Dallas, Texas (the "Designated Trust Office"), of Chase Bank of Texas, National Association, which
is the "Pa}nng Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made
by the Paying Agent/Registrar tothe registered owner hereof on each interest payment date by check
or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable
solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the
"Bond Ordinance") to be on deposit with the Pa}nng Agent/Registrar for such purpose as hereinafter
provided, and such check or draft shall be sent by the Paying Agent/Registrar by United States mail,
first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at its
address as it appeared on the last day of the month next preceding each such date (the "Record Date")
on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued
interest due at maturity or upon the redemption of this Bond pnor to maturity as provided herein shall
be paid to the registered owner upon presentation and surrender of this Bond for redemption and
B-1
payment at the Designated Trust Office of the Pa}nng Agent/Registraz The Issuer has covenanted
in the Bond Ordinance that on or before each pnncipal payment date, interest payment date, and
accrued interest payment date for this Bond rt will make available tothe Pa}nng Agent/Registraz, from
the "Debt Sernce Fund" created by the ordinance estabhshing the City of Fort Worth, Texas Water
and Sewer System Revenue Financing Program (the "Master Ordinance"), the amounts required to
provide for the payment, in unmediately available funds, of all pnncipal of and interest on the Bonds,
when due.
IN THE EVENT of anon-payment of interest on a scheduled payment date, and for 30 days
thereafter,. a new record date for such interest payment (a "Special Record Date") will be established
by the Paying Agent/Registraz, if and when funds for the payment of such interest have been received
from the Issuer Notice of the Special Record Date and of the scheduled payment date of the past
due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be
sent at least five business days pnor to the Special Record Date by United States mail, first class
postage prepaid, to the address of each registered owner appearing on the registration books of the
Pa}nng Agent/Registraz at the close of business on the last business day next preceding the date of
mailing of such notice.
THE TERMS AND PROVISIONS oftlus Bond are continued on the reverse side hereof and
shall for all purposes have the same effect as though fully set forth at this place.
IF THE DATE for the payment ofthe principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions m the City where the Designated Trust
Office of the Pa}nng AgentlRegistraz is located aze authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday,
legal holiday, or day on which banking institutions are authorized to close; and payment on such date
shall have the same force and effect as if made on the original date payment was due.
Notwithstanding the foregoing, during any penod m which ownership of the Bonds is deternuned
only by a book entry at a secunties depository for the Bonds, any payment to the secunties
depository, or its notrinee or registered assigns, shall be made m accordance with existing
arrangements between the Boazd and the securities depository
THIS BOND is one of a senes ofbonds of like tenor and effect except as to number, pnncipal
amount, interest rate, maturity, and nght of pnor redemption, dated as of the dated date specified
above, aggregating $ (herein sometimes called the "Bonds") issued for the following
purposes, to-wit. (i) in the amount of $ for the purpose of extending and improving the
Issuer's Water and Sewer System, (ii) m the amount of $ for the purpose of retiring the
Issuer's currently outstanding Water and Sewer System Commercial Paper Notes, Serves A, and (iii)
m the amount of $ for the purpose of retiring the Issuer's currently outstanding Water and
Sewer System Subordinate Lien Revenue Bonds, Senes 1989
THE OUTSTANDING BONDS matunng on and after February 15, 2009 may be redeemed
pnor to their scheduled maturities, at the option of the Issuer, m whole, or in part on February 15,
2008, or on any date thereafter, at the redemption pnce of the principal amount of the Bonds called
for redemption, plus accrued interest thereon to the date fixed for redemption, and without premium,
B-2
provided, that during any period in which ownership of the Bonds is deternuned only by a book entry
at a securities depository for the Bonds, if fewer than all of the Bonds of the same matunty and
bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing
such interest rate shall be selected in accordance with the arrangements between the Board and the
securities depository
NOTICE OF any such redemption ofBonds shall be given in the following manner, to-wit,
(i) a written notice of such redemption shall be given to the registered owner of each Bond or a
portion thereof being called for redemption not more than 60 days nor less than 30 days pnor to the
date fixed for such redemption by depositing such notice in the United States Mail, first-class, postage
prepaid, addressed to each such registered owner at lus address shown on the Registration Books of
the Pa}nng Agent/Registrar and (ii) a notice of such redemption shall be published one time, at least
30 days pnor to the date fixed for such redemption, in a Journal or publication of general circulation
in the United States of America which Games as a regular feature notices of redemption of municipal
bonds, provided, however, that the failure to send, mail, or receive such notice described in clause
(i) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or
effectiveness ofthe proceedings for the redemption of any Bond, as publication of notice as described
in clause (ii) above shall be the only notice actually required in connection with or as a prerequisite
to the redemption of any Bonds. By the date fixed for any such redemption due provision shall be
made by the Issuer with the Paying Agent/Registrar for the payment of the required redemption pace
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 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 pnor to its scheduled maturity, and shall not bear or accrue
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 price plus accrued interest to the date
fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment.
The Paying Agent/Registrar shall record in the Registration Books all such redemptions of pnncipal
amount of this Bond. or any portion hereof. If a portion of any Bond shall be redeemed a substitute
Bond or Bonds having the same matunty date, bearing interest at the same rate, in any denomination
or denominations in any integral multiple of $5,000 at the written request of the registered owner,
and in an aggregate pnncipal amount equal to the unredeemed portion thereof, will be issued to the
registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as
provided in the Bond Ordinance. The years of matunty ofthe Bonds called for such redemption shall
be selected by the Issuer The Bonds or portions thereof redeemed within a matunty shall be selected
by lot or other customary random method selected by the Pa}nng Agent/Registrar (provided that a
portion of a Bond maybe redeemed only in an integral multiple of $5,000)
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 Bond Ordinance,
this Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, converted into and exchanged for a like aggregate amount of fully registered Bonds,
without interest coupons, payable to the appropnate registered owner, assignee or assignees, as the
case may be, having any authorized denorrunation or denominations as requested in wasting by the
appropnate registered owner, assignee or assignees, as the case maybe, upon surrender of this Bond
B-3
to the Paying Agent/Regnstrar for cancellation, all nn accordance wrath the fonn and procedures set
forth nn the Bond Ordinance Among other requirements for such assignment and transfer, this Bond
must be presented and surrendered to the Pa}nng Agent/Regnstrar at the Designated Trust Office,
together wrath proper instruments of assignment, in form and wrath guarantee of signatures satisfactory
to the Paying Agent/Regnstrar, evidencing assignment of this Bond or any portion or portions hereof
in any authorized denorninatnon to the assignee or assignees in whose name or names this Bond or
any such portion or portions hereof ns or are to be registered. The form of Assignment pnnted or
endorsed on this Bond maybe executed by the registered owner to evidence the assignment hereof,
but such method ns not exclusive, and other instruments of assignment satisfactory to the Paying
AgentlRegnstrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the registered owner The one requesting such conversion and exchange
shall pay the Pa}nng Agent/Regnstrar's reasonable standard or customary fees and charges for convert-
ing and exchanging any Bond or portion thereof. In any circumstance, any taxes or goveninental
charges required to be paid with respect thereto shall be paid by the one requesting such assignment,
transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The fore-
going notwithstanding, nn the case of the conversion and exchange of an assigned and transferred
Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying
Agent/Regnstrar will be paid by the Issuer The Paying Agent/Regnstrar shall not be required (i) to
make any such transfer, conversion or exchange dunng the period beginning at the opening of
business 30 days before the day of the first mailing of a notnce of redemption and ending at the close
of business on the day of such mailing, or (ii) to transfer, convert or exchange any Bonds so selected
for redemption when such redemption ns scheduled to occur within 30 calendar days, provided,
however, such limitation of transfer shall not be applicable to an exchange by the registered owner
of an unredeemed balance of a Bond called for redemption in part.
IN THE EVENT any Paying Agent/Registrarfnr the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, whose qualifications are substan-
tially similar to the previous Pa}nng Agent/Registrar it is replacing, and promptly will cause written
notnce thereof to be mailed to the regnstered owners of the Bonds.
WHENEVER the beneficial ownership of this Bond is detemm~ed by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transfemng
this Bond shall be modified to require the appropriate person or entity to meet the requnrements of
the securities depository as to registering or transfemng the book entry to produce the same effect.
BY BECOMING the regnstered owner of this Bond, the regnstered owner thereby
acknowledges all of the terms and provisions of the Master Ordinance and the Bond Ordinance,
agrees to be bound by such terms and provisions, acknowledges that the Master Ordinance and the
Bond Ordinance are duly recorded and available for inspection in the official minutes and records of
the Issuer, and agrees that the terms and provisions of thus Bond, the Master Ordinance and the Bond
Ordinance constitute a contract between each regnstered owner hereof and the Issuer A11 capitalized
terms not defined herein shall have the same meaning as given sand terms in the Master Ordinance or
the Bond Ordinance.
B-4
THE BONDS are special obligations of the Issuer payable solely from and equally secured
by a first hen on and pledge of the Pledged Revenues of the System. The Issuer has reserved the
right, subject to the restrictions stated, and adopted by reference, in the Master Ordinance, to issue
additional panty revenue obligations which also may be made payable from, and secured by a first lien
on and pledge of, the aforesaid Pledged Revenues. For a more complete description and identi-
fication of the revenues and funds pledged to the payment of the Bonds, and other obligations of the
Issuer secured by and payable from the same source or sources as the Bonds, reference is hereby
made to the Master Ordinance and the Bond Ordinance.
THE ISSUER has reserved the right, subject to the restrictions stated, and adopted by
reference, in the Bond Ordinance, to amend the Bond Ordinance, and under some (but not all)
circumstances amendments must be approved by the owners of a ma~onty in Outstanding Principal
Amount of the Bonds.
THE REGISTERED OWNER HEREOF shall never have the nght to demand payment ofthis
obligation out of any funds raised or to be raised by taxation.
IT IS HEREBY certified and covenanted that this Bond has been duly and validly authorized,
issued and delivered, and that all acts, conditions and things required or proper to be performed, exist
and be done precedent to or in the authorization, issuance and delivery of this Bond have been
performed, existed and been done in accordance with law
IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed
manual or facsimile signature of the Mayor or the Mayor Pro-Tem of said Issuer, attested by the
imprinted or lithographed facsimile signature of the City Secretary, and approved as to form and
legality by the impnnted or lithographed facsimile signature ofthe City Attorney, and the official seal
of said Issuer has been duly affixed to, panted, lithographed or impressed on this Bond.
CITY OF FORT WORTH, TEXAS
(SEAL)
By
Mayor
ATTEST
City Secretary
B-5
APPROVED AS TO FORM AND LEGALITY
City Attorney
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed of this Bond is not accompanied by an executed
Regnstratnon Certnficate of the Comptroller of Pubinc Accounts
of the State of Texas)
It ns hereby certnfied that thus Bond has been nssued under the provnsions of the proceednngs
adopted by the Issuer as described nn the text of this Bond, and that thus Bond has been issued m
exchange for or replacement of a bond, bonds, or a portnon of a bond or bonds of an issue which
ongnnally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Pubinc Accounts of the State of Texas
Dated
Texas
Paying Agent/Regnstrar
By
Authorized Sngnatory
B-6
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code of Transferee)
the wrtlun Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the wrtlun Bond on the
books kept for registration thereof, with full power of
substitution m the prerruses.
Dated
Signature Guaranteed
NOTICE Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company
NOTICE The signature(s) above must
correspond with the name of the Registered
Owner as rt appears upon the front of this
Bond in every particular, without alteration or
enlargement or any change whatsoever
B-7
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE
OFFICE OF COMPTROLLER
REGISTER NO
STATE OF TEXAS
I hereby certify that this Bond has been exarruned, certified as to validity, and approved by
the Attorney General of the State of Texas and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas. ~~
Witness my signature and seal this
(SEAL)
NOTE TO PRINTER.
*¶ not to be panted on Bonds
Comptroller of Public Accounts of
the State of Texas
B-8
Exhibit C
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to ~n Section 18 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section areas specified (and included in the Appendix or under the
headings of the Official Statement referred to) below
The information of the general type included in tables 1 through 6, inclusrve, and 8 through
17, inclusive
Appendix B to the Official Statement, "Excerpts from the Annual Financial Report of the
City of Fort Worth, Texas for the Fiscal Year Ended September 30, 1997"
Accounting Principles
The accounting pnnc~ples referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in paragraph 1 above.
THE STATE OF TEXAS
COUNTIES OF TA,RRANT AND DENTON
CITY OF FORT WORTH
I, Glona Pearson, City Secretary of the City of Fort Worth, in the State of Texas, do hereby
certify that I have compared the attached and foregoing excerpt from the rrunutes of the regular,
open, public meeting of the City Council of the City of Fort Worth, Texas held on November 10,
1998, and of Ordinance No which was duly passed at said meeting, and that said copy is
a true and correct copy of said excerpt and the whole of said ordinance. Said meeting was open to
the public, and public notice of the time, place, and purpose of said meeting was given, all as required
by Chapter 551, Texas Government Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of
Fort Worth, this ( day of November, 1998
ity Secretary of th
~IT.Mr r Crty of Fort Worth, Texas
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