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HomeMy WebLinkAboutOrdinance 9846i T„y r ORDINANCE NO ~~~~1~(p AN ORDINANCE PROVIDING FOR THE ISSUANCE OF ONE HUNDRED TWENTY-SEVEN MILLION ONE HUNDRED AND TWENTY-FIVE THOUSAND DOLLARS ($127,125,000) OF GENERAL PURPOSE REFUNDING AND IMPROVEMENT BONDS, SERIES 1987, OF THE CITY OF FORT WORTH, TEXAS, BEARING INTEREST AT THE RATES HEREINAFTER SET FORTH, AND PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID BONDS AND TO CREATE A SINKING FUND FOR THE REDEMPTION THEREOF AT MATURITY, REPEALING ALL ORDINANCES IN CON- FLICT HEREWITH, AND PROVIDING THAT THIS ORDINANCE SHALL BE IN FORCE AND EFFECT FROM AND AFTER THE DATE OF ITS PASSAGE WHEREAS, it is deemed advisable and to the best inter- est of the City of Fort Worth (the "City") that certain general purpose bonds authorized at elections previously held in the City be combined in a single issue and sold at this time, the dates of election, amount of bonds authorized thereat, purpose, amount of bonds previously sold, and the amount now to be sold pursuant to said elections being as follows AMOUNT DATE OF APfOUNT PREVIOUSLY AMOUNT ELECTION AUTHORIZED PURPOSE SOLD NOW OFFERED Dec 9, 1975 $ 27,500,000 San Sew $ 21,700,000 $ -0- Feb 7, 1978 4,750,000 Fire Impr 4,750,000 -0- May 22, 1982 77,285,000 Street Impr 68,722,000 57,000 May 22, 1982 6,880,000 Cty Landfl Impr 6,880,000 -0- May 22, 1982 6,570,000 Park & Rec Impr 6,570,000 -0- March 22, 1986 115,600,000 Street Impr 41,070,000 16,333,000 March 22, 1986 10,000,000 Library Impr 1,510,000 620,000 March 22, 1986 5,750,000 Pub Safety Impr 3,840,000 660,000 March 22, 1986 12,000,000 Pub Events Impr 12,000,000 -0- March 22, 1986 16,650 000 Park & Rec Impr _ _ 4z620z000 5,330,000 $282,985,000 $171,662,000 $23,000,000 :t ~' WHEREAS, in addition, the City has outstanding the following obligations secured by a pledge of ad valorem taxes (the "Refunded Obligations"), to-wit $87,120,272 55 aggregate principal amount of City of Fort Worth, Texas General Purpose Refunding Bonds, Series 1985A, bonds maturing on March 1 in each of the years 1999 through 2004, inclusive, and WHEREAS, Article 717k, V A T C S, as amended, authorizes the City to enter into an escrow agreement with any paying agent for the Refunded Obligations with respect to the safekeeping, investment, reinvestment, administration and disposition of ariy such deposit, upon such terms and conditions as the City and such paying agent may agree, provided that such deposits may be invested and reinvested only in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which shall mature and bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the Refunded Obligations, and WHEREAS, Manufacturers Hanover Trust Company, New York, New York, is the paying agent for the Refunded Obligations, and the Escrow Agreement hereinafter authorized constitutes an escrow agreement of the kind authorized and permitted by said Article 717k, V A T C S and 2 .. ~, •a-~.. ;,< WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within twenty years of the date of the bonds hereinafter authorized, and WHEREAS, it is deemed advisable and to the best interest of the City that the bonds to be sold pursuant to the aforesaid elections and the bonds to be sold to refund the Refunded Obligations be combined in a single issue and sold at this time, pursuant to the laws of the State of Texas, in particular said Article 717k, V A T C S NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS 1 That the bond or bonds of said City to be called "City of Fort Worth, Texas General Purpose Refunding and Improvement Bonds, Series 1987" (the "Series 1987 Bonds or the "Bonds"), be issued under and by virtue of the Constitution and .laws of the State of Texas and the Charter of said City for the following purposes, to-wit One Hundred and Four Million One Hundred Twenty-Five Thousand Dollars ($104,125,000 00) for the purpose of refunding the Refunded Obligations, Sixteen Million Three Hundred and Thirty-Three Thousand Dollars ($16,333,000) for the purpose of constructing permanent street and storm sewer improvements by reconstructing, restructuring and extending the streets, thoroughfares, collectors and storm drains in said City, and related street and storm sewer improvements, Fifty Seven Thousand Dollars ($57,000 00) for the purpose of 3 !:1. P+` constructing permanent street and storm sewer improvements by resurfacing, restructuring and extending the streets, thoroughfares, collectors and storm drains in said City, and related and storm sewer improvements, Five Million Three Hundred Thirty Thousand Dollars ($5,330,000 00) for the purpose of making permanent city improvements by construct- ing new improvements to the City's park and recreation system facilities, renovating existing facilities and enlarging other facilities, Six Hundred Sixty Thousand Dollars ($660,000 00) for the purpose of making permanent public safety improvements, to-wit building and equipping new police and fire facilities, and renovating existing police and fire facilities, and Six Hundred Twenty Thousand Dollars ($620,000 00) for the purpose of making improvements to the Central Library and constructing an East Regional Library and a Diamond Hill Branch Library, all of which bonds aggregate in principal amount the sum of One Hundred Twenty-Seven Million One Hundred and Twenty-Five Thousand Dollars ($127,125,000 00) 2 That the Series 1987 Bonds maturing in each of the years 1988 through 2007, inclusive shall be dated March 1, 1987, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be numbered consecutively from R-1 upward, and shall mature on the maturity date, in each of the years, and in the amounts, respectively, as set forth in the following schedule 4 ~.. ~, MATURITY DATE MARCH 1 YEARS AMOUNTS YEARS AMOUNTS 1988 $ 1,115,000 1998 $ 2,140,000 1989 1,125,000 1999 23,100,000 1990 1,150,000 2000 22,955,000 1991 1,575,000 2001 22,140,000 1992 1,605,000 2002 20,745,000 1993 1,830,000 2003 9,975,000 1994 1,865,000 2004 5,760,000 1995 1,905,000 2005 1,330,000 1996 2,050,000 2006 1,330,000 1997 2,095,000 2007 1,335,000 3 The City reserves the right to redeem the Series 1987 Bonds maturing on or after March 1, 1998, in whole or in part, on March 1, 1997, or on any interest payment date thereafter, for the principal amount thereof and accrued interest thereon to the date fixed for redemp- tion The years of maturity of the Series 1987 Bonds called for redemption at the option of the City prior to stated maturity shall be selected by the City The Series 1987 Bonds or portions thereof redeemed within a maturity shall be selected by lot by the Paying Agent/Registrar (hereinafter defined) At least 30 days prior to the date fixed for any such redemption a written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States Mail, postage prepaid, addressed to each such registered owner at his address shown on the "registration books of the Paying Agent/Registrar By the date fixed for any such redemption dine provision shall be 5 ;. r,. r made by the City with the Paying Agent/Registrar for the payment of the required redemption price for the Series 1987 Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemp- tion If such written notice of redemption is given, and if due provision for such payment is made, all as provided above, the Series 1987 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 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 principal of the Series 1987 Bonds or any portion thereof If a portion of any Series 1987 Bond shall be redeemed prior to its scheduled maturity, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed ,portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in this Ordinance 6 ~: 4 That the Series 1987 Bonds scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum Bonds maturing in the year 1988, 4 000% Bonds maturing in the year 1989, 4 250% Bonds maturing in the year 1990, 4 500% Bonds maturing in the year 1991, 4 750% Bonds maturing in the year 1992, 5 000% Bonds maturing in the year 1993 , 5 150% Bonds maturing in the year 1994, 5 300% Bonds maturing in the year 1995, 5 500% Bonds maturing in the year 1996, 5 750% Bonds maturing in the year 1997, 6 000% Bonds maturing in the year 1998, 6 150% Bonds maturing in the year 1999, 6 250% Bonds maturing in the year 2000, 6 250% Bonds maturing in the year 2001, 6 625% Bonds maturing in the year 2002, 6 700% Bonds maturing in the year 2003 , 6 500% Bonds maturing in the year 2004, 6 500% Bonds maturing in the year 2005, 6 000% Bonds maturing in the year 2006, 6 000% Bonds maturing in the year 2007, 6 000% Said interest shall be payable to the registered owner of any such Series 1987 Bond in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordi- nance 5 (a) The City shall keep or cause to be kept at the principal corporate trust office of MBank Fort Worth, N A , Fort Worth, Texas, or such other bank or trust company named in accordance with the provisions of (g) of this Section hereof (the "Paying Agent/Registrar") books or records of the -registration and transfer of the Series 1987 Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent 7 to keep such books or records and make such transfers and registrations under such reasonable regulations as the City and Paying Agent/Registrar may prescribe, and the Paying Agent/Registrar shall make such transfers and registrations as herein provided It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books the address of such regis- tered owner of each bond to which payments with respect to the Series 1987 Bonds shall be mailed, as herein provided The City or its designee shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/ Registrar, but otherwise the Paying Agent/- Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity Registration of each Series 1987 Bond may be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satis- factory to the Paying Agent/Registrar, evidencing the assignment of such bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees to have such bond or any such portion thereof registered in the name of such assignee or assignees Upon the assignment and 8 r. transfer of any Series 1987 Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided (b) The entity in whose name any Series 1987 Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such bond shall be overdue, and the City and the Paying Agent/Registrar shall not be affected by any notice to the contrary, and payment of, or on account of, the principal of, premium, if any, and interest on any such bond shall be made only to such registered owner All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid (c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series 1987 Bonds, and to act as its agent to exchange or replace Series 1987 Bonds, all as provided in this Ordinance The Paying Agent/Regis- tray shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Series 1987 Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this Ordi- nance (d) Each Series 1987 Bond may be exchanged for fully registered bonds in the manner set forth herein Each bond ~. 9 issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal amount thereof, may, upon surrender of such bond at the principal corporate trust office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF BOND set forth in this Ordinance, in the denomination or denominations of any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate amount equal to the unpaid or unredeemed principal amount or maturity amount, as the case may be, of any Series 1987 Bond or Series 1987 Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be If a portion of any Series 1987 Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of $5,000 at the 10 ~ ~'. ~ request of the registered owner, and in an aggregate princi- pal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation If any Series 1987 Bond or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged Each substitute bond shall bear a letter and/or number to distinguish it from each other bond The Paying Agent/Registrar shall exchange or replace Series 1987 Bonds as provided herein, and each fully registered bond o.r bonds delivered in exchange for or replacement of any Series 1987 Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Series 1987 Bonds for all purposes of this Ordinance, and may again be exchanged or replaced It is specifically provided, however, that any Series 1987 Bond delivered in exchange for or replacement of another Series 1987 Bond prior to the first scheduled interest payment date on the Series 1987 Bonds (as stated on the face thereof) shall be dated the same date as such Series 1987 Bond, but each substitute bond so delivered on or after such first sched- uled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute bond is .delivered, unless such substitute bond is delivered on an interest payment date, in which case it shall be dated 11 as of such date of delivery, provided, however, that if at the time of delivery of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then such substitute bond shall be dated as of the date to which such interest has been paid in full On each substi- tute bond issued in exchange for or replacement of any Series 1987 Bond or Series 1987 Bonds issued under this Ordinance there shall be printed thereon a Paying Agent/Reg- istrar's Authentication Certificate, in the form hereinafter set forth An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such substitute bond, date such substitute bond in the manner set forth above, and manually sign and date such Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless such Certificate is so executed The Paying Agent/Registrar promptly shall cancel all Series 1987 Bonds surrendered for exchange or replacement No addi- tional ordinances, orders, or resolutions need be passed or adopted by the City Council or any other body or person so as to accomplish the foregoing exchange or replacement of any Series 1987 Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds in the manner pres- cribed herein, and said bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength Pursuant to Article 12 717k-6, V A T C S and particularly Section 6 thereof, the duty of exchange or replacement of any Series 1987 Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Paying Agent/Registrar's Authentication Certificate, the exchanged or replaced bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Series 1987 Bonds which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts Neither the City nor the Paying Agent/Registrar shall be required (1) to issue., transfer, or exchange any bond during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any bond so selected for redemption in whole when such redemption is scheduled to occur within 30 calendar days (e) All Series 1987 Bonds issued in exchange or replacement of any other Series 1987 Bond or portion there- of, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 1987 Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their sched- uled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Series 1987 Bonds, (v) shall have 13 the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series 1987 Bonds shall be payable, all as provided, and in the manner re- quired or indicated, in the FORM OF BOND set forth in this Ordinance (f) The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges for making trans- fers of Series 1987 Bonds, but the registered owner of any Series 1987 Bond requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto The registered owner of any Series 1987 Bond requesting any exchange shall pay the Paying Agent/ Registrar's reasonable and standard or customary fees and, charges for exchanging any such bond or portion thereof, together with any taxes or governmental charges required to be paid with respect thereto, all as a condition precedent to the exercise of such privilege of exchange, except, however, that in the case of the exchange of an assigned and transferred bond or bonds or any portion or portions thereof in any integral multiple of $5,000, and in the case of the exchange of a portion the unredeemed portion of a Series 1987 Bond which has been redeemed in part prior to maturity, as provided in this Ordinance, such fees and charges will be paid by the City In addition, the City hereby covenants with the registered owners of the Series 1987 Bonds that it will (i) pay the reasonable and standard or customary fees 14 r and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Series 1987 Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer or registration of Series 1987 Bonds solely to the extent above provided, and with respect to the exchange of Series 1987 Bonds solely to the extent above provided (g) The City covenants with the registered owners of the Series 1987 Bonds that at all times while the Series 1987 Bonds are outstanding the City will provide a competent and legally qualified bank or trust company to act as and perform the services of Paying Agent/Registrar for the Series 1987 Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that it will promptly appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to 15 supervision or examination by federal or state Authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Reg- istrar under this Ordinance Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar shall promptly transfer and deliver the registration books (or a copy thereof), along with all other pertinent books and records relating to the Series 1987 Bonds, to the new Paying Agent/Registrar designated and appointed by the City Upon -.. °~. _~ any change in the Paying Agent/Registrar, the City promptly ., will cause a written notice thereof to be sent by the ne~ta Paying Agent/Registrar to each registered owner of the Series 1987 Bonds, by United States Mail, 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 Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar 7 The form of all Series 1987 Bonds, including the form of the Comptroller's Registration Certificate to accompany the Series 1987 Bonds on the initial delivery thereof, the form of Paying Agent/Registrar's Authenitic- ation Certificate, and the Form of Assignment to be printed on each of the Series 1987 Bonds, shall be, respectively, substantially as follows, with such appropriate variations, 16 { omissions, or insertions as are permitted or required by this Ordinance FORM OF BOND NO R-_ $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH, TEXAS GENERAL PURPOSE REFUNDING AND IMPROVEMENT BOND SERIES 1987 MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP PSarch I, 1987 ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, TEXAS (the "Issuer"), hereby promises to pay to or to the registered as- signee hereof (either being hereinafter called the "regis- tered owner") the principal amount of and to pay interest thereon, from the original issue date of this Bond specified above, to the date of its scheduled maturity or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified above, with said interest being payable on March 1, 1988, and semi- annually on each September 1 and March 1 thereafter, except that if the Paying Agent/Registrar's Authentication Certif- icate appearing on the face of this Bond is dated later than March 1, 1988, such interest is payable semiannually on each September 1 and March 1 following such date THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without 17 exchange or collection charges The principal of this Bond shall be paid to the registered owner hereof upon presenta- tion and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of MBank Fort Worth, N A Fort Worth, Texas, which is the "Paying Agent/Registrar" for this Bond The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the 15th day of the month next preceding such interest payment date by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided, and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described The Issuer covenants with the registered owner of this Bond that no later than each principal payment and/or interest payment date for this Bond it will make available to the Paying Agent/Registrar from the Interest and Redemption Fund as defined by the ordinance authorizing the Bonds (the "Ordinance") the amounts required to provide 18 {. for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due THE TERMS AND PROVISIONS of this 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 of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Paying Agent/Registrar is located .are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due *THIS BOND is one of a Series of Bonds of like tenor and effect except as to number, principal amount, interest rate, maturity and option of redemption, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $127,125.,000 00 (hereinafter sometimes called the "Bonds"), for the following purposes, to-wit $104,125,000 00 for the purpose of refunding certain of the City's outstanding General Purpose Bonds, $16,390,000 00 for improving and extending the streets, thoroughfares and storm drains, $5,330,000 00 for parks and recreation improvements, $660,000 00 for 19 public safety improvements, and $620,000 00 for library improvements *ON MARCH 1, 1997, or on any interest payment date thereafter, the Bonds of this Series maturing on March 1, 1998 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption The years of maturity of the Bonds called for redemption at the option of the City prior to stated matur- ity shall be selected by the City The Bonds or portions thereof redeemed within a maturity shall be selected by lot by the Paying Agent/Registrar *AT LEAST 30 days prior to the date fixed for any such redemption a written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required redemption price for this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption If such written notice of redemption is given, and if due provision 20 f: for such payment is made, all as provided above, this Bond, or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption 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 principal of this Bond or any portion hereof If a portion of any Bond shall be redeemed a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Ordinance *ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomina- tion of any integral multiple of $5,000 As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged 21 ~4 for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing or accruing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered The form of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered owner The one requesting such 22 exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any Bond or portion thereof The foregoing notwithstanding, in the case of the exchange of a portion of a Bond which has been redeemed prior to maturity, as provided herein, and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege In any circumstance, neither the Issuer nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within 30 calendar days *IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified 23 substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds *IT IS HEREBY CERTIFIED AND RECITED that the issuance " of this Bond, and the series of which it is a part, is duly authorized by law, that the bonds to finance the projects for which a portion of this Series of Bonds is issued were approved by a vote of the resident, qualified electors of the City of Fort Worth, Texas, voting at elections held for that purpose within said City on May 22, 1982 and March 22, 1986, that all acts, conditions and things required to be done precedent to and in the issuance of this Series of Bonds, and of this Bond, have been properly done and performed and have happened in regular and due time, form and manner as required by law, that sufficient and proper provision for the levy and collection of taxes has been made, which, when collected, shall be appropriated exclusively to the payment of this Bond and the Series of which it is a part, and that the total indebtedness of said City of Fort Worth, Texas, including the entire Series of Bonds of which this is one, does not exceed any constitutional, statutory or charter limitation *BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official 24 ,~, E~ minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each registered owner hereof and the I ssuer IN WITNESS WHEREOF, this Bond has been signed by the printed or lithographed facsimile signature of the Mayor of said Issuer, attested by the printed or lithographed facsim- ile signature of the City Secretary and approved as to form and legality by the printed or lithographed facsimile signa- ture of the City Attorney, and the official seal of the Issuer has been duly affixed to, or impressed, or printed, or lithographed, on this Bond ATTEST (facsimile signature) (facsimile signature) City Secretary Mayor APPROVED AS TO FORM AND LEGALITY (facsimile signature) City Attorney (SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the Ordinance described on the face of this Bond, and that this Bond has been issued in conver- sion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally 25 y~ ~. was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas Dated Paying Agent/Registrar Authorized Representative By 26 FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all- rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises Dated Signature Guaranteed NOTICE Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlarge- ment or any change whatsoever 27 ,:, **(FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE BONDS. UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by iaw, and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding obliga- tion of the City of Fort Worth, Texas, payable in the manner provided by and in the ordinance authorizing same, and said Bond has this day been registered by me WITNESS MY HAND and seal of office at Austin, Texas Comptroller of Public Accounts of the State of Texas (SEAL) NOTE TO PRINTER * 11s to be on reverse side of bond * * ¶ not to be on bond 7 That a special fund or account, to be designated the "City of Fort. Worth, Texas Interest and Redemption Fund" is hereby created and shall be established and maintained by said City at its official depository bank Said Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of said City, and shall be used only for paying the interest on and principal of the Series 28 a 1987 Bonds All taxes levied and collected for and on account of the Series 1987 Bonds shall be deposited, as collected, to the credit of said Interest and Redemption Fund During each year while any of the Series 1987 Bonds is outstanding and unpaid, the City Council of said City shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of said City, with full allowances being made for tax delinquencies and costs of tax collections, which will be sufficient to raise and produce the money required to pay the interest on the Series 1987 Bonds as such interest comes due, and to provide a sinking fund to pay the principal of the Series 1987 Bonds as such principal matures, but never less than 2% of the original principal amount of the Bonds as a sinking fund each year Said rate and amount of ad valorem tax is hereby ordered to be levied and is hereby levied against all taxable property in said City for each year while any of the Series 1987 Bonds is outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited and deposited to the credit of the aforesaid Interest and Redemption Fund Said ad valorem taxes neces- sary to pay the interest on and principal of the Series 1987 Bonds, as such interest comes due, and such principal matures, are hereby pledged for such purpose, within the limit prescribed by law 29 .- 8 (a) In the event any outstanding Series 1987 Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Series 1987 Bond, in replacement for such Series 1987 Bond in the manner hereinafter pro- vided (b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Series 1987 Bonds shall be made to the Paying Agent/Registrar In every case of loss, theft, or destruction of a Series 1987 Bond, the applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto Also, in every case of loss, theft, or destruction of a Series 198.7 Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Series 1987 Bond, as the case may be, and proof of ownership In every case of damage or mutilation of a Series 1987 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 1987 Bond so damaged or mutilated (c) Notwithstanding the foregoing provisions of this Section, in the event any such Series 1987 Bond shall have 30 ,~ matured, and no default has occurred which is then continu- ing in the payment of the principal of, redemption premium, if any, or interest on the Series 1987 Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 1987 Bond) instead of issuing a replacement Series 1987 Bond, provided security or indemnity is furnished as above pro- vided in this Section (d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the owner of such Series 1987 Bond with all legal, printing, and other expenses in connection therewith Every replacement bond issued pur- suant to the provisions of this Section by virtue of the fact that any Series 1987 Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Series 1987 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Series 1987 Bonds duly issued under this Ordinance (e) In accordance with Section 6 of Vernon's Ann Tex Civ St Art 717k-6, this Section of this Ordinance shall constitute authority for the issuance of any such replace- ment bond without necessity of further action by the govern- ing body of the City or any other body or person, and the duty of the replacement of such bonds is hereby authorized 31 !i :. h and imposed upon the Paying Agent/Registrar, subject to the conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section 5(d) of this Ordinance for Series 1987 Bonds issued in exchange for other Series 1987 Bonds 9 That the Mayor of the City is hereby authorized to have control of the Series 1987 Bonds and all necessary records and proceedings pertaining to the Series 1987 Bonds pending their delivery and their investigation, examination and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas Upon registration of the Series 1987 Bonds, said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate accompanying the Series 1987 Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate 10 The Bonds are hereby sold and shall be delivered to Merrill Lynch Capital Markets, E F Hutton & Company, Inc Rauscher Pierce Refsnes, Inc and Bear, Stearns & Co Inc as managers for the underwriters shown in the Purchase Contract herein described, for a total purchase price of $124,424,517 60, plus any accrued interest on the Bonds to the date of delivery, pursuant to the terms and provisions 32 ~: :. of a Purchase Contract, approved as to form and legality by the City Attorney of the City, in substantially the form attached hereto as Exhibit A which the City Manager of the City is hereby authorized and directed to execute and deliver and which the City Secretary of the City is hereby authorized and directed to attest It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable The Bonds shall initially by registered in the name of Merrill Lynch Capital Markets or its designee 11 The City Manager of the City is hereby authorized and directed to execute and deliver and the Secretary of the City is hereby authorized and directed to attest an Escrow Agreement, approved as to form and legality by the City Attorney of the City, in substantially the form and substance attached hereto as Exhibit B In addition, the City Manager and the Director of Finance each is authorized to execute such subscriptions for the purchase of United States Treasury Securities, State and Local Government Series, as may be necessary for the Escrow Fund, and that the City may also purchase for investment in the Escrow Fund such obligations of the United States of America or any of its agencies, or such obligations fully guaranteed by the United States of America that will be appropriate open market investments for such Escrow Fund Such proceeds shall be deposited with Manufacturers Hanover Trust Company, 33 ,. the paying agent for the Refunded Obligations In addition, officials of the City are directed, upon delivery of the Bonds, to transfer to Manufacturers Hanover Trust Company as Escrow Agent under the Escrow Agreement from the funds on hand an amount necessary to purchase any such open market investments, which amount shall be deposited in the Escrow Fund. and used in accordance with the provisions of the Escrow Agreement 12 That it is specifically found and determined by the City that it is advisable to refund the Refunded Obligations in order to lower the overall annual debt service requirements of the City 13 (a) The City will not take any action which would adversely affect the exemption from federal income taxation of the interest paid on the Series 1987 Bonds, including without limitation any action that would permit any of the Series 1987 Bonds to be treated as "private activity bonds" within the meaning of section 141 of the Internal Revenue Code of 1986 (the "Code"), or as "federally guaranteed" within the meaning of section 149(b) of the Code, and will take, or require to be taken, such acts as may be reasonably within its ability and as may from time to time be required under applicable law or regulation to continue to exempt from federal income taxation the interest on the Series 1987 Bonds, including the preparation and filing by the City in 34 order to maintain the tax-exempt status of the interest on the Series 1987 Bonds (b) The City has not taken, has no present intention of taking any action and knows of no action taken or intend- ed which would cause interest on the Series 1987 Bonds to be includable in the gross income of any bondholders for federal income tax purposes 14 (a) That a Rebate Fund is hereby established by the City Such Fund shall be for the sole benefit of the United States of America and shall not be subject to the claim of any other person, including without limitation th-e bondholders The Rebate Fund is established for the purpose of compliance with section 148 of the Code (b) At the close of each "Bond Year", the City shall compute the amount of "Excess Earnings", if any, for the period beginning on the date of delivery of the Series 1987 Bonds and ending at the close of such "Bond Year" and transfer an amount equal to the difference, if any, between the amount then in the Rebate Fund and the Excess Earnings so computed The term "Bond Year" means with respect to the Series 1987 Bonds each one-year period ending on the anniversary of the date of delivery of the Series 1987 Bonds If, at the close of any Bond Year, the amount in the Rebate Fund exceeds the amount that would be required to be paid to the United States of America under paragraph (d) below if the Series 1987 Bonds had been paid in full, such 35 excess may be transferred from the Rebate Eund and paid to the City (c) In general, "Excess Earnings" for any period of time means the sum of (i) the excess of -- (A) the aggregate amount earned during such period of time on all "Nonpurpose Obligations" (including gains on the disposition of such Obligations) in which "Gross Proceeds" of the issue are invested (other than amounts attributable to an excess described in this subparagraph (c)(i)), over (B) the amount that would have been earned during such period of time if the "Yield" on such Nonpurpose Obligations (other than amounts attributable to an excess described in this subparagraph (c)(i)) had been equal to the yield on the issue, plus (ii) any income during such period of time attrib- utable to the excess described in subparagraph (c)(i) above "Excess Earnings" will not include amounts, if any, which need not be taken into account under the special rules of section 148(f)(4)(A) and (B) of the Code relating to bona fide debt service funds and the six-month temporary investment period The terms "Nonpurpose Obligations", "Gross Proceeds" and "Yield" 36 ~~ shall have the meanings prescribed by section 148 of the Code and shall be applied in the manner prescribed in such section (d) The City shall pay to the United States of America at least once every five years an amount that ensures that at least 90 percent of the Excess Earnings from the date of delivery of the Series 1987 Bonds to the close of the period for which the payment is being made will have been paid The City shall pay to the United States of America not later than 60 days after the Series 1987 Bonds have been paid in full 100 percent of the amount then required to be paid under section 148(f) of the Code as a result of Excess Earnings (e) The City shall keep such records as will enable the City to fulfill its responsibilities under this section and section 148(f) of the Code and shall retain such records for at least six years following the final payment of principal and interest on the Series 1987 Bonds (f) The City will not use any portion of the proceeds of the Series 1987 Bonds directly or indirectly to acquire "higher yielding investments", or to replace funds which were used directly or indirectly to acquire "higher yielding investments" The term "higher yielding investments" means any investment property (as defined in section 148(b)(2) of the Code) which produces a Yield over the term of the issue which is materially higher than the Yield on the issue (as 37 ;5• c defined above) The foregoing limitation on higher yielding investments shall not apply to -- (i) proceeds of the Series 1987 Bonds invested for a reasonable temporary period of three years or less until such proceeds are needed for the purpose for which the Series 1987 Bonds are issued, (ii) amounts invested in a bona fide debt service fund if the gross earnings on such fund are less than $100,000 in any Bond Year, and (iii) amounts in any reasonably required reserve or replacement fund which are (a) funded with the proceeds of the Series 1987 Bonds, and (b) not in excess of ten percent of the proceeds of the Series 1987 Bonds (g) The City covenants to restrict the use of the proceeds of the Series 1987 Bonds in such manner and to such extent, as may be necessary, so that the Series 1987 Bonds will not constitute arbitrage bonds under section 148 of the Code and, to the extent applicable, section 149(d) of the Code (relating to advance refundings) Any authorized representative of the City having responsibility with respect to the issuance of the Series 1987 Bonds is authorized and directed, alone or in conjunction with any other official, employee or consultant of the City to give an appropriate certificate on behalf of the City, for inclusion in the transcript of proceedings for the Series 1987 Bonds, setting forth the facts, estimates and 38 ~. i a circumstances and reasonable expectations pertaining to section 148 of the Code and, to the extent applicable, sec- tion 149(d) of the Code (h) The requirements of this Section are subject to, and shall be interpreted in accordance with section 148 of the Code 15 That all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed 16 That this Ordinance shall take effect and be in full force and effect from and after the date of its passage, and it is so ordained 17 It is hereby officially found and determined that the meeting at which this ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Article 6252-17, Vernon's Annotated Texas Civ~il''^~Statutes, as amended ~1 / 1 May City of Fart Worth, Texas ATTEST City Secretary, City of Fort Worth, Texas A ROVED AS TO RM GALITY City Attorney, City of Fort Worth, Texas 39 • ~' ;~' THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH I, Ruth Howard, City Secretary of the City of Fort Worth, in the State of Texas, do hereby certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open, public meeting of the City Council of the City of Fort Worth, Texas, 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 In testimony whereof, I have set my hand and have here- unto affixed the seal of said City of Fort Worth, this 17th day of March, 1987 City Secretary of the City o Fort Worth, Texas ` s( SEAL j ~' ,~ _ J_ ~. ~ ,~,; v :, ~~ ~ r "~~a.1~ .r~ f t ~' ~.] - i ... r . f . /* -t ~ 1. 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