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HomeMy WebLinkAboutOrdinance 19198-06-2010ORDINANCE NO Iq~gg -06-2010 BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, PROVIDING FOR THE ISSUANCE OF $34,685,000 CITY OF FORT WORTH, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2010; PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID CERTIFICATES OF OBLIGATION AND TO CREATE A SINKING FUND FOR THE REDEMPTION THEREOF AT MATURITY, PLEDGING CERTAIN REVENUES IN SUPPORT OF SAID CERTIFICATES; AND ORDAINING OTHER MATTERS RELATING TO THE SUBJECT WHEREAS, on the 18th day of May 2010 the Cnty Council of the City of Fort Worth (the 'City" or the "Issuer") passed an ordinance authoriznng and directing notice of its intention to issue the Certificates of Obligation herein authonzed to be issued, to be published nn a newspaper as required by Section 271 049 of the Texas Local Government Code, m an amount not to exceed $35 000 000• and WHEREAS, the Crty caused said notice of intention to be published nn the Fort Worth Star Telegram on May 21 2010 and May 28, 2010• and WHEREAS, no petition, signed by 5% of the qualified electors of the Issuer as permntted by Section 271 049 of the Texas Local Government Code protesting the issuance of such Certificates of Obligation, has been filed, and WHEREAS the Certificates of Obligation hereinafter authonzed are to be issued and delivered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS. Section 1 DEFINITIONS That as used nn this Ordinance, unless a different meaning clearly appears from the context, the capntalnzed terms set forth nn this Ordinance shall have the meaning set forth below Any reference m thus Ordinance to "FORM OF CERTIFICATE shall refer to the form of the Certificates set forth nn Exhibnt A to this Ordinance hereof. hereof. The term Authentication Certificate" shall have the meaning graven sand term in Section 6(d) The term Authorized Denomination" shall have the meaning graven sand term in Section 3 The term Available Revenues" shall mean those revenues derived from an agreement entered into by the City under authority of Section 22 0781 Texas Transportation Code, wrath respect to certain revenues generated at DlFW International Aiiport. The term Business Day" shall mean a day that is not a Saturday Sunday or legal holiday on which banking institutions in the States of Texas or New York are authorized or required by law or executive order to remain closed or the New York Stock Exchange or DTC is closed. The terms Certificates" and Certificates of Obligation" shall mean and include collectively the Initial Certificate and all substitute Certificates of Obligation exchanged therefor as well as all other substitute Certificates of Obligation and replacement Certificates of Obligation issued pursuant hereto and the term Certificate" shall mean any of the Certificates. The terms City" and Issuer" shall mean the City of Fort Worth, Texas. The term Code" shall mean the Internal Revenue Code of 1986 as amended. The term Defeasance Securities" shall mean (i) direct, noncallable obligations of the United States of Amenca, including. obligations that are unconditionally guaranteed by the United States of Amenca, (ii) noncallable obligations of an agency or instrumentality of the United States of Amenca, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county municipality or other political subdivision of a state that have been refunded and that, on the date on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. The term Defeased Certificate" shall have the meaning given said term in Section 23(a) hereof. The term Designated Trust Office" shall have the meaning given said term m Section 6(a) hereof. The term DTC" shall have the meaning given said term m Section 17 hereof. The term Eligible Investments" shall mean those investments in which the Crty is now or hereafter authorized by law (including, but not limited to Chapter 2256, Texas Government Code) and its investment policy to purchase, sell and invest its funds and funds under its control. The term "Fiscal Year" shall mean the regular fiscal year used by the City which currently runs from October 1 through September 30 or any twelve consecutive months period established by the City The term Initial Certificate" shall have the meaning given said ten-m in Section 3 hereof. hereof. The teen Interest and Redemption Fund' shall have the meamng given said teen in Section 8 The teen MAC" means the Mumcipal Advisory Council of Texas. The term "MSRB" shall mean the Municipal Secunties Rulemaking Board. The term Paying Agent/Registrar" shall have the meamng graven said term in Section 6(a) hereof. The term Purchaser" shall have the meamng given said term in Section 19 hereof. The teen Registered Owner" shall have the meamng given said teen in Section 3 hereof. The term Registration Books" shall have the' meamng given said term in Section 6(a) hereof. The term Regulations" shall have the meamng given said term in Section 13 hereof. The tenor Rule" shall mean SEC Rule 15c2 12, as amended from time to time. The term SEC" shall mean the Umted States Secunties and Exchange Commission. Section 2 AUTHORIZATION OF CERTIFICATES OF OBLIGATION That the Issuer's Certificates of Obligation, to be designated the "City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Serves 2010" are hereby authorized to be issued and delivered in the principal amount of $34 685 000 for the purpose of providing part of the funds for paying contractual obligations to be incurred by the Issuer to-wit. the development, design, construction and equipping of amulti-purpose facility located in the Will Rogers Memonal Center of the City of Fort Worth as an addition to the Will Rogers Memonal Center equestrian and parking system, including the modification, renovation and improvement of a parking garage and related infrastructure and utilities, the modification, renovation and improvement of livestock/equestrian/eventsfscilities, the construction of one or more building tunnels and connector canopies, the purchase and installation of security systems, landscaping, commumcations systems, and lighting; the purchase of furnishings, fixtures, equipment and systems related thereto at the Will Rogers Memorial Center public art enhancements, the funding of capitalized interest during construction and for up to one year after completion of construction, and the payment of fiscal, engineenng and legal fees incurred in connection therewith. Section 3 DATE, DENOMINATIONS, NUMBERS AND MATURITIES That the Certificates shall imtially be issued, sold and delivered hereunder as fully registered certificates, without interest coupons, dated June 15 2010 in denominations of $5 000 each, or any integral multiple of $5 000 (an Authonzed Denomination') The Certificates shall be numbered consecutively from R 1 upward, payable to the imtial registered owners, or to the registered assignee or assignees of the Certificates or any portion or portions of the Certificates (in each case, the 'Registered Owner"), and the Certificates shall mature and be payable on March 1 m each of the years and m the principal amounts as follows MATURITY DATE MARCH 1 YEARS AMOUNTS ($) YEARS AMOUNTS ($1 2012 1 165 000 2022 1 725 000 2013 1,210 000 2023 1 795 000 2014 1,260 000 2024 1 865 000 2015 1,310 000 2025 1 940 000 2016 1,360 000 2026 2,015 000 2017 1 415 000 2027 2,095 000 2018 1 475 000 2028 2,180 000 2019 1 535 000 2029 2,270 000 2020 1 595 000 2030 2,360 000 2021 1 660 000 2031 2,455 000 The Initial Certificates shall be canceled upon receipt of payment for the Certificates by the Purchaser and substitute Certificates shall be delivered m exchange therefor as provided in Section 6 hereof. Section 4 REDEMPTION (a) Optional Redemption That the Crty reserves the right to redeem the Certificates maturing on or after March 1 2021 in whole or m part m Authorized Denoninations, on March 1 2020 or on any date thereafter for the principal amount, without premium, plus accrued interest to the date fixed for redemption. The years of maturity of the Certificates called for redemption at the option of the Crty pnor to their stated matunties shall be selected. by the Crty The Certificates, or any portion, redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar~ provided, that during any penod m which ownership of the Certificates is detemm~ed only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected m accordance with the arrangements between the City and the securities depository (b) Mandatory Redemption The Certificates are not subject to mandatory sinking fund redemption prior to their scheduled maturities. (c) Notice The Issuer shall cause notice of any redemption of Certificates to be given in the manner provided m the FORM OF CERTIFICATE. By the date fixed for any such redemption due provision shall be made by the Issuer with the Pa}nng Agent/Registrar for the payment of the requued redemption pace for the Certificates 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 (to the extent such notice is required to be given), as provided m the FORM OF CERTIFICATE, and if due provision for such payment is made, all as provided above, the Certificates, or the portions 4 thereof, which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled matunties, and shall not bear interest after the date fixed for their redemption, andshall not be regarded as being outstanding except for the nght of the Registered Owner to receive the redemption pnce plus accrued interest to the date fixed for redemption from the Paying Agent/Registraz out of the funds provided for such payment. The Paying Agent/Registraz shall record in the Registration Books all such redemptions of principal of the Certificates, or any portion thereof. If a portion of any Certificate shall be redeemed, a substitute Certificate or Certificates having the same matunty date, bearing interest at the same rate, m any Authonzed Denorrunation, at the wntten request of the Registered Owner and m an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer all as provided m this Ordinance. Section 5 INTEREST That the Certificates scheduled to mature during the years, respectively set forth below shall bear interest at the following rates per annum. maturities 2012, % maturities 2022, matunties 2013 % maturities 2023 maturities 2014 % matunties 2024 matunties 2015 % maturities 2025 maturities 2016 % maturities 2026, maturities 2017 % matunties 2027 maturities 2018 % maturities 2028 matunties 2019 % maturities 2029 maturities 2020 % maturities 2030 maturities 2021 % maturities 2031 Interest on the Certificates shall be calculated on the basis of a 360-day year consisting oftwelve 30- day months, and shall be payable to the Registered Owner of any such Certificate in the manner provided and on the dates stated in the FORM OF CERTIFICATE. Section 6 CHARACTERISTICS OF THE CERTIFICATES (a) Registration and Transfer That the City shall keep or cause to be kept at the designated corporate trust office of Wells Fargo Bank, National Association, or such other bank, trust company financial institution, or other agency named in accordance with the provisions of subsection (g) below (the 'Pa}nng Agent/Registrar") books or records for the registration and transfer of the Certificates (the 'Regis- tration Books"), and the Issuer hereby appoints the Paying Agent/Reg~strar as rts registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the Issuer and the Paying Agent/Registraz may prescribe; and the Paying Agent/Registraz 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 the Registered Owner of each Certificate to which payments vv~th respect to the Certificates shall be mailed, as herein provided. The Issuer or its designee shall have the right to inspect the Registration Books during regular business hours of the Pa}nng Agent/Registraz at rts Designated Trust Office, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law shall not penmt their inspection by any other entity Registration of each Certificate may be transferred m the Registration Books only upon presentation and surrender thereof to the Paying Agent/Registrar at rts Designated Trust Office for transfer of registration and cancellation, together wrth proper written instruments of assignment, m form and wrth guarantee of signatures satisfactory to the Paying Agent/Registrar evidencing the assignment of such Certificate, or any portion thereof in any Authonzed Denorrunation, to the assignee or assignees thereof, and the right of such assignee or assignees to have such Certificate or any such portion thereof registered m the name of such assignee or assignees. Upon the assignment and transfer of any Certificate or any portion thereof, a new substitute Certificate or Certificates shall be issued m exchange therefor m the manner herein provided. As of the date this Ordinance is approved by the City the 'Designated Trust Office of the Paying Agent/Registrar isthe Fort Worth, Texas corporate trust office of Wells Fargo Bank, National Association. (b) Ownership Registration Books The entity m whose name any Certificate shall be regis- tered 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 Certificate shall be overdue, and the Issuer 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, prerruum, if any and interest on any such Certificate shall be made only to such Registered Owner All such payments shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so paid. (c) PayingAgent The Issuer hereby further appoints the Paying Agent/Registrar toast asthe paying agent for paying the principal of and interest on the Certificates, and to act as rts agent to exchange or replace Certificates, all as provided m this Ordinance. The Pa}nng Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrarwith respect to the Certificates, and of all exchanges thereof, and all replacements thereof, as provided in this Ordi- nance (d) Exchange of Certificates Each Certificate may be exchanged for fully registered certificates in the manner set forth herein. Each Certificate issued and delivered pursuant to this Ordinance may upon surrender thereof at the Designated Trust Office of the Paying Agent/Registrar together wrth 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 Certificates, without interest coupons, in the form prescribed m the FORM OF CERTIFICATE, m any Authonzed Denorrunation (subject to the requirement hereinafter stated that each substitute Certificate shall have a single stated maturity date), as requested in wasting by such Registered Owner or such assignee or assignees, in an aggregate principal amount equal to the principal amount of any Certificate or Certificates so sur rendered, and payable to the appropriate Registered Owner assignee, or assignees, as the case may be. If any Certificate or portion thereof is assigned and transferred, each Certificate issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Certificate for which rt is being exchanged. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate The Pa}nng Agent/Reg~strar shall exchange or replace Certificates as provided herein, and each fully registered Certificate or Certificates delivered in exchange for or replacement of any Certificate or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Certificates for all purposes of this Ordinance, and may again be exchanged or replaced. It is specifically provided, however that any Certificate delivered in exchange for or replacement of another Certificate prior to the first scheduled interest payment date on the Certificates (as stated on the face thereof) shall be dated the same date as such Certificate, but each substitute Certificate so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute Certificate is delivered, unless such substitute Certificate is delivered on an interest payment date, in which case it shall be dated as of such date of delivery provided, however that if at the time of delivery of any substitute Certificate the interest on the Certificate for which it is being exchanged has not been paid, then such substitute Certificate shall be dated as of the date to which such interest has been paid in full. On each substitute Certificate issued in exchange for or replacement of any Certificate or Certificates issued under this Ordinance there shall be printed thereon a Paying AgentJRegistraz's Authentication Certificate, in the form hereinafter set forth in the FORM OF CERTIFICATE (the Authentication Certificate') An authorized representative of the Paying AgentlRegistraz shall, before the delivery of any such substitute Certificate, date such substitute Certificate in the manner set forth above, and manually sign and date the Authentication Certificate, and no such substitute Certificate shall be deemed to be issued or outstanding unless the Authentication Certificate is so executed. The Paying Agent/Registraz promptly shall cancel all Certificates surrendered for exchange or replacement. No additional ordinances, orders, or resolutions need be passed or adopted by the City Council or any other body or person so as to accomplish the foregoing exchange or replacement of any Certificates or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar and, upon the execution of the Authentication Certificate, the exchanged or replaced Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. The Initial Certificate, to the extent of the unpaid or unredeemed principal balance thereof, maybe assigned and transferred by the initial Registered Owner thereof once only and to one or more assignees designated in wasting by the initial Registered Owner thereof. If the Initial Certificate or any portion thereof is assigned and transferred or converted the Initial Certificate must be surrendered to the Paying Agent/Registraz for cancellation, and each Certificate of Obligation issued in exchange for any portion of the Initial Certificate shall have a single stated principal maturity date, and shall not be payable in installments, and each such Certificate of Obligation shall have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Certificate of Obligation is being exchanged, and each such Certificate of Obligation shall bear interest at the single rate applicable to and borne by such installment of principal or portion thereof for which it is being ex changed. If only a portion of the Initial Certificate is assigned and transferred, there shall be delivered to and registered in the name of the initial Registered Owner substitute Certificates of Obligation in exchange for the unassigned balance of the Initial Certificate in the same manner as if the initial Registered Owner were the assignee thereof. If any Certificate of Obligation or portion thereofother than the Initial Certificate is assigned and transferred or converted each Certificate of Obligation issued m exchange therefor shall have the same principal matunty date and bear interest at the same rate as the Certificate of Obligation for which rt is exchanged: A form of assignment- shall be printed or endorsed on each Certificate of Obligation, excepting the Initial Certificate, which shall be executed by the Registered Owner or its duly authorized attorney or representative to evidence~an assignment thereof. (e) General Characteristics All Certificates issued m exchange or replacement of any other Certificate or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the pnncipal of and interest on such Certificates to be payable only to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Certificates, (v) shall have the charactenstics, (vi) shall be signed and' sealed, and (vii) the principal of and interest on the Certificates shall be payable, all as provided, and m the manner required or indicated, m the FORM OF CERTIFICATE (f) Fees The Issuer shall pay the Paying Agent/Registrar's reasonable and customary fees and charges for malcmg transfers of Certificates, but the Registered Owner of any Certificates requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto The Registered Owner of any Certificates requesting any exchange shall pay the Pa}nng Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any such Certificate 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 m the case of the exchange of an assigned and transferred Certificate or Certificates or any portion or portions thereof in any Authorized Denorrunation, as provided m this Ordinance, such fees and charges will be paid by the Issuer In addition, the Issuer hereby covenants with the Registered Owners of the Certificates that rt will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on Certificates, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer or registration of Certificates solely to the extent above provided, and with respect to the exchange of Certificates solely to the extent above provided. (g) SuccessorPayingAgent/Registrar The Issuer covenants with the Registered Owners of the Certificates that at all times while the Certificates are outstanding the Issuer will provide a compe- tent and legally qualified bank, trust company financial institution, or other agency to act as and perform the services of Pa}nng Agent/Registrar for the Certificates under this Ordinance, and that the Pa}nng Agent/Registrar will be one entity The Issuer reserves the right to, and may at its option, change the Pa}nng Agent/Registrar upon not less than 60 days wntten notice to the Paying Agent/Registrar In the event that the entity at any time acting as Pa}nng Agent/Registrar (or its suc- cessor by merger acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified national or state banking mst~tution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or exarrunation by federal or state authority and whose qualifications substantially aze similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar the previous Paying Agent/Registraz promptly shall transfer and deliver the Registration Books (or a copy thereofl, along with all other pertinent books and records relating to the Certificates, to the new Paying Agent/Registrardesigriated and appointed by the Issuer Upon any change in the Paying AgentlRegistrar the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar toeach Registered Owner of the Certificates, by United States mail, first-class, postage prepaid, which notice also shall give the address of the new Pa}nng AgentlRegistrar By accepting the position and performing as such, each Paying AgentlRegistrar 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 (h} Redemption Notice Each redemption notice, whether required in the FORM OF CERTIFICATE or otherwise by this Ordinance, shall contain a description of the Certificates to be redeemed including the complete name of the Certificates, the series, the date of issue, the interest rate, the maturity date, the CUSIP number the amounts called of each Certificate, the publication and mailing date for the notice, the date of redemption, the redemption price, the name of the Paying AgentlRegistrararid the address at which the Certificate may be redeemed including a contact person and telephone number All redemption payments made by the Paying Agent/Registrar to the Registered Owners of the Certificates shall include a CUSIP number relating to each amount paid to such Registered Owner (i) Reporting Requirements With respect to the Certificates, to the extent required by the Code and the regulations promulgated thereunder the Paying Agent/Registrar shall report to the Registered Owners and the Internal Revenue Sernce (i) the amount of 'reportable payments" ifany subject to backup withholding during each year and the amount of tax withheld, if any with respect to payments of the Certificates, and (ii) the amount of interest or amount treated as interest on the Certificates and required to be included in the gross income of the Registered Owner thereof. Section 7 FORM OF CERTIFICATES That the form of the Certificates, including the form of the Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, respectively shall be in substantially the form as set forth in Exhibit A attached hereto, with such appropriate variations, orrussions, or insertions as are permitted or required by this Ordinance. The printer of the Certificates is hereby authorized to punt on the Certificates (i) the form of bond counsel's opinion relating to the Certificates, and (ii) an appropriate statement of insurance funushed by a municipal bond insurance company providing municipal bond insurance, if any covering all or any part of the Certificates. Section 8 INTEREST AND REDEMPTION FUND That a special fund or account, to be designated the 'City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation Serves 2010 Interest and Redemption Fund" (the 'Interest and Redemption Fund') is hereby created and shall be established and maintained by the Issuer The Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of the Issuer and shall be used only for paying the interest on and principal of the Certificates. All ad valorem taxes levied and collected for and on account of the Certificates shall be deposited, as collected, to the credit of the Interest and Redemption Fund. During each year while any of the Certificates are outstanding and unpaud, the governing body of the Issuer shall compute and ascertain the rate and amount of ad valorem tax, 9 based on the latest approved tax rolls of the Issuer with full allowances being made for tax delin- quencies and the cost of tax collections, which will 6e sufficient to raise and produce the- money required to pay the interest on the Certificates as such interest comes due, and to provide a sinking fund to pay the principal of the Certificates as such principal matures, but never less than 2% of the original amount of the Certificates as a sinking fund each year Said rate and amount of ad valorem tax is hereby ordered to be levied against all taxable property in the Issuer for each year while any of the Certificates are outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit of the Interest and Redemption Fund. Said ad valorem taxes necessary to pay the interest on and principal of the Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law If proceeds from the sale of the Certificates representing accrued interest shall be on deposit in the Interest and Redemption Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year then the amount of taxes which otherwise would have been required to be levied may be reduced to the extent and by the amount of the accrued interest then on deposit in the Interest and Redemption Fund. Section 9 REVENUES That the Certificates of Obligation are additionally secured by and shall be payable from the Available Revenues. The Available Revenues are pledged by the City pursuant to authority of Section 22 0781 Texas Transportation Code. The City shall promptly deposit the Available Revenues upon their receipt to the credit of the Interest and Redemption Fund created pursuant to Section 8 to pay the principal and interest on the Certificates of Obligation. Notwithstanding the requirements of Section 8, if Available Revenues are actually on deposit or budgeted for deposit in the Interest and Redemption Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year then the amount of taxes which otherwise would have been required to be levied pursuant to Section 8 may be reduced to the extent and by the amount of the Available Revenues then on deposit in the Interest and Redemption Fund or budgeted for deposit therein. The City anticipates that the Available Revenues shall be sufficient to meet the annual debt service requirements of the Certificates and intends to use Available Revenues to pay such debt service Section 10 TRANSFER. That the Issuer shall do any and all things necessary to accomplish the transfer of moneys to the Interest and Redemption Fund of this issue in ample time to pay such items of principal and interest due on the Certificates as shall become due and mature on any interest payment date, at maturity or by redemption prior to maturity The Paying Agent/Registrar shall destroy all paid Certificates and fizriush the City with an appropriate certificate of cancellation or destruction. Section 11 SECURITY FOR FUNDS, INVESTMENTS (a) Security Application of Chapter 1208, Government Code That the Funds and Accounts created by this Ordinance shall be secured in the manner and to the fullest extent permitted or required by law for the security of public funds. The Interest and Redemption Fund shall be used only for the purposes and in the manner permitted or required by this Ordinance. Chapter 1208 Texas Government Code, applies to the issuance of the Certificates and the pledge of ad valorem taxes and the Available Revenues granted by the City under Sections 8 and 9 and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of io the ad valorem taxes and Available Revenues granted by the City is to be subject to the filing requirements of Chapter 9 Texas Business & Commerce Code, then in order to preserve to the Registered Owners of the Certificates the perfection of the secunty interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9 Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur (b) Investments That money in any Fund or Account established by this Ordinance may at the option of the City be invested in Eligible Investments, provided that all such deposits and investments shall have a par value (or market value when less than par) exclusive of accrued interest at all times at least equal to the amount of money credited to such Funds or Accounts, and shall be made in such manner that the money required to be expended from any Fund or Account will be available at the proper time or times, and provided, further that the investment of such moneys shall be governed by and consistent with the City's investment policy Such investments shall be valued in teens of current market value as of the last day of each Fiscal Year except that direct obligations of the United States (State and Local Government Senes) in book-entry form shall be continuously valued at their par or face principal amount. Such investments shall be sold promptly when necessary to prevent any default in connection with any Certificates. Section 12. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES (a) Replacement Certificates That in the event any outstanding Certificate is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent%Registrar shall cause to be panted, executed, and delivered, a new Certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided. (b) Application for Replacement Certificates That application for replacement of damaged, mutilated, lost, stolen, or destroyed Certificates shall be made by the Registered Owner thereofto the Paying Agent/Registrar In every case of loss, theft, or destruction of a Certificate, the Registered Owner applying for a replacement Certificate shall furnish to the Issuer and to the Paying Agent/Registrar such secunty or indemnity as may be required by them to save each ofthem harmless from any loss or damage with respect thereto Also in every case of loss, theft, or destruction of a Certificate, the Registered Owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Certificate, as the case maybe. In every case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated. (c) No Default Occurred. That notwithstanding the foregoing provisions of this Section, in the event any such Certificate shall have matured, and no default has occurred which is then continuing in the payment of the pnncipal of, redemption premium, if any or interest on the Certificate, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided secunty or indemnity is furnished as above provided in this Section. 11 (d) Charge for Issuing Replacement Certificates That prior to the issuance of any replacement Certificate, the Paying Agent/Registrar shall charge the Registered Owner of-such Certificate with all legal, printing, and other expenses in connection therewith. Every replacement Certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Certificate 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 Certificates duly issued under this Ordinance. (e) Authority for Issuing Replacement Certificates That in accordance with Chapter 1206 Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Certificate without necessity of further action by the Issuer or any other body or person, and the duty of the replacement of such Certificates is hereby authorized and imposed upon the Paying Agent/Registrar and the Paying Agent/Registrar shall authenticate and deliver such Certificates in the form and manner and with the effect, as provided in Section 6(a) oftlus Ordinance for Certificates issued in conversion and exchange of other Certificates. Section 13 FEDERAL INCOME TAX MATTERS 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 Certificates as obligations described in Section 103 of the Code, the interest on which is not includable in the gross income" of the holder for purposes of federal income taxation. In fiirtherance thereof, the Issuer covenants as follows (a) to take any action to assure that no more than 10 percent of the proceeds of the Certificates (less amounts deposited to a reserve fund, if any) are used for any 'private business use, as defined in Section 141(b)(6) of the Code or if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly secure or provide for the payment of more than 10 percent of the debt service on the Certificates, in contravention of Section 141(b)(2) of the Code; (b) to take any action to assure that in the event that the 'private business use described in subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates (less amount deposited into a reserve fund, if any) then the amount in excess of 5 percent is used fora 'private business use which is 'related and not disproportionate" within the meaning of Section 141(b)(3) of the Code, to the governmental use,(c) to take any action to assure that no amount which is greater than the lesser of $5 000 000 or five percent of the proceeds of the Certificates (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of Section 141(c) of the Code; (d) to refrain from taking any action which would otherwise result in the Certificates being treated as ''private activity bonds within the meaning of Section 141(b) of the Code, 12 (e) to refrain from taking any action that would result in the Certificates being 'feder ally guaranteed within the meaning of Section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Certificates, directly or indirectly to acquire or to replace funds which were used, directly or indirectly to acquire investment property (as defined in Section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Certificates, other than investment property acquired with - (1) proceeds of the Certificates invested for a reasonable temporary penod until such proceeds are needed for the purpose for which the Certificates are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of Section 1 148-1(b) of the Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates; (g) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of the Certificates, as may be necessary so that the Certificates do not otherwise contravene the requirements of Section 148 of the Code (relating to arbitrage) and, to the ex tent applicable, Section 149(d) of the Code (relating to advance refi.indings), and (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Certificates) an amount that is at least equal to 90 percent of the 'Excess Earnings, within the meaning of Section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Certificates have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under Section 148(f) of the Code. For purposes of the foregoing (a) and (b), the Issuer understands that the teen 'proceeds" includes disposition proceeds as defined in the regulations promulgated by the U S Department of the Treasury pursuant to the Code (the 'Regulations') and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended pnor to the date of issuance of the Certificates. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code, the Regulations, or rulings promulgated by the U S Department of the Treasury pursuant to the Code In the event that regulations or ruling are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Certificates, 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 Certificates 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 Certificates, the Issuer agrees to comply with the additional requirements to the extent necessary in the opinion of nationally-recognized bond counsel, to preserve the exemption 13 from federal income taxation of interest on the Certificates under Section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor the City Manager any Assistant City Manager the Chief Financial Officer of the City and the City Treasurer to execute any documents, certificates or reports required by the Code, and to make such elections on behalf of the Issuer which may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. In order to facilitate compliance with clause (h) above, a 'Rebate Fund is hereby established and held by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, including without limitation the holders of the Certificates. The Rebate Fund is established for the additional purpose of compliance with Section 148 of the Code Section 14 ALLOCATION OF, AND LIlVIITATION ON, EXPENDITURES FOR THE PROJECT That. the Issuer covenants to account for the expenditure of proceeds from the sale ofthe Certificates and any investment earnings thereon to be used for the purposes described in Section 2 of this Ordinance (each such purpose shall be referred to herein and Section 15 hereof as a "Project") on its books and records in accordance with the requirements of the Code. The Issuer recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (a) the expenditure on a Project is made or (b) such Project is completed, but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the Issuer recognizes that in order for the proceeds to be expended under the Code, the sale proceeds or investment eai7ungs must be expended no more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Certificates or (b) the date the Certificates are retired. The Issuer agrees to obtain the advice ofnationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Certificates. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinon from 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 15 DISPOSITION OF PROJECT That the Issuer covenants that the property constituting a Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally- recogmzed bond counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status ofthe Certificates. For purposes ofthis 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 ofthis Section, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion of a 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 16 CONTINUING DISCLOSURE OBLIGATION (a) Annual Reports. That the City shall provide annually to the MSRB, within six months after the end of each fiscal year ending m or after 2010 financial information and operating data with respect to the City of the 14 general type described in Exhibit B hereto Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described m Exhibit B hereto, or such other accountmg principles as the City maybe required to employ from time to time pursuant to state law or regulation, and (2) audited, if the Crty comrrussions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete wrtlun such period, then the City shall provide unaudited financial statements by the required time, and shall provide audited financial statements for the applicable fiscal year to the MSRB when and if the audit report on such statements becomes available. (ii) If the City changes its fiscal year rt will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth m full m one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if rt is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC Filings shall be made electromcally m such format as is prescribed by the MSRB (c) Material Event Notices. The Crty shall notify the MSRB in a timely manner of any of the following events with respect to the Certificates, if such event is material wrtlun the meamng of the federal securities laws 1 Principal and interest payment delinquencies, 2. Non-payment related defaults, 3 Unscheduled draws on debt service reserves reflecting financial difficulties, 4 Unscheduled draws on credit enhancements reflecting financial difficulties, 5 Substitution of credit or liquidity providers,. or their failure to perform, 6 Adverse tax opimons or events affecting the tax-exempt status of the Certificates, 7 Modifications to rights of holders of the Certificates, 8 Certificate calls, 9 Defeasances, 10 Release, substitution, or sale of property securing repayment of the Certificates, and 11 Rating changes. The City shall notify the MSRB m a timely manner of any failure by the City to provide financial information or operating data m accordance with subsection (b) of this Section by the time required by such subsection. (d) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an obligated person with respect to the Certificates wrtlun the meamng ofthe Rule, except that the Crty in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes any Certificates no longer to be outstanding. 15 (ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to thus Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON IN CONTRACT OR TORT FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART OF ANY COVENANT SPECIFIED IN THIS SECTION BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON IN CONTRACT OR TORT FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED 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 the Ordinance for purposes of any other provision of this Ordinance Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. (v) Should the Rule be amended to obligate the City to make filings with or provide notices to entities other than the MSRB the City agrees to undertake such obligation in accordance with the Rule as amended (vi) The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law or a change in the identity nature, status, or type of operations of the City but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates 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 Certificates 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 Certificates. 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 (b) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The City may also amend or repeal the provisions of this continuing disclosure agreement 16 if the SEC amends or repeals the applicable provision of the Rule or a court of final ~unsdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwater from lawfully purchasing or selling Certificates in the primary offering of the Certificates. Section 17 DTC REGISTRATION That the Certificates imtially shall be issued and delivered in such manner that no physical distribution of the Certificates will be made to the public, and The Depository Trust Company ("DTC'), New York, New York, initially may act as depository for the Certificates. DTC has represented that it is a limited purpose trust company incorporated under the laws of the State of New York, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency" registered under Section 17A of the Securities Exchange Act of 1934 as amended, and the City accepts, but in no way verifies, such representations. The definitive Certificates delivered to the Purchaser shall be registered in the name of CEDE & CO the nominee of DTC and DTC shall hold the Certificates on behalf of the Purchaser 50 long as each Certificate is registered in the name of CEDE & CO the Paying AgentlRegistrar shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof. DTC may maintain abook-entry system which will identify ownership of the Certificates 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 Certificates initially deposited with DTC shall be immobilized and not be further exchanged for substitute Certificates except as hereinafter provided. The City is not responsible or liable for any functions ofDTC, will not be responsible for paying any fees or charges with respect to its services, will not be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its participants, or protecting any interests or rights of the beneficial owners of the Certificates. It shall be the duty of the DTC Participants to make all arrangements with DTC to establish this book-entry system, the beneficial ownership of the Certificates, and the method of paying the fees and charges of DTC The City does not represent, nor does it in any way covenant that any book-entry system established with DTC will be maintained in the future If for any reason should any of the originally delivered Certificates duly file with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance, substitute Certificates will be duly delivered as provided in this Ordinance, and there will be no assurance or representation that any book-entry system will be maintained for such Certificates. The City heretofore has executed a 'Blanket Letter of Representations prepared by DTC in order to implement the book-entry system described above. Section 18 DEFAULT AND REMEDIES (a) Events of Default That each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an 'Event of Default (i) the failure to make payment of the principal of or interest on any of the Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City the failure to perform which materially adversely affects the rights of 17 the Registered Owners of the Certificates, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a penod of 60 days after notice of such default is given by any Registered Owner to the City (b) Remedies for Default (i) Upon the happening of any Event of Default, then and nn every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor may proceed against the Cnty or any official, officer or employee of the Crty in their official capacity for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding nn equity or at law in any court of competent ~unsdictnon, for any relief permntted bylaw including the specific performance of any covenant or agreement contained herein, or thereby to en~onn any act or thing that may be unlawful or nn violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It ns provided that all such proceedings shall be nnstntuted and manntained for the equal benefit of all Registered Owners of Certificates then outstanding. (c) Remedies Not Exclusive (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be nn addition to every other remedy given hereunder or under the Certificates or now or hereafter existing at law or nn equity provided, however that notwithstanding any other provision of this Ordinance, the nght to accelerate the debt evidenced by the Certificates shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy (iii) By accepting the delivery of a Certificate authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained nn this Ordinance do not and shall never constitute or give nse to a personal or pecuniary liability or charge against the officers, employees or trustees ofthe City or the City Council. (iv) None of the members of the City Council, nor any other official or officer agent, or employee of the City shall be charged personally by the Registered Owners wrath any liability or be held personally lnable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance Section 19 SALE That the sale of the Certificates to ,and associates (the 'Purchaser"), at a pace of par and accrued interest on the Certificates to the date of delivery plus a 1g premium of $ , is hereby authorized, ratified and confirmed. The Certificates were sold pursuant to the terms of a 'Notice of Sale and Bidding Instructions" "Official Bid- Form" arid` 'Official Statement" the use of these documents, a true and correct copy of each document being attached to this Ordinance, is approved. Council finds, deterrrunes and declares that the Certificates were sold to the highest bidder at terms that were the most advantageous reasonably obtained. The use of the 'Prelinrunary Official Statement" prepared in connection with the sale of the Certificates is ratified. Any accrued interest received in connection with the sale of the Certificates shall be deposited to the Interest and Sinking Fund. Any premium received in connection with the sale ofthe Certificates shall be used in a manner consistent with the provisions of Section 1201 042(d), Texas Govenunent Code; provided, that in no event shall the principal amount of the Certificates plus any premium used to pay contractual obligations for the project described in Section 2 hereof exceed $35 000 000 Section 20 CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES That the City Manager or the designee thereof is hereby authorized to have control of the Certificates initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates 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 Certificates said Comptroller of Public Accounts (or a deputy designated in wasting to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, thereon. Section 21 OFFICIALS AUTHORIZED TO ACT ON BEHALF OF THE CITY That the Mayor the City Secretary the City Manager any Assistant City Manager or the Chief Financial Officer of the City 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 City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Certificates, the offering documents prepared in connection with the sale of the Certificates, or the Pa}nng AgentlRegistrar Agreement. In case any officer whose signature appears on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery Section 22. INTEREST EARNINGS That the interest earnings derived from the investment of proceeds from the sale of the Certificates may be used along with other proceeds for the construction of the permanent improvements set forth in Section 2 hereof for which the Certificates are issued, provided that after completion of such permanent improvements, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Redemption Fund. It is further provided, however that any interest earnings on proceeds which aze requu-ed to be rebated to the United States of America pursuant to this Ordinance hereof in order to prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of thus Section. 19 Section 23 DEFEASANCE (a) De, feased Certificates. That any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a 'Defeased Certificate') wrtlun the meaning of this Ordinance, except to the extent provided in subsection (c) of this Section, when payment of the pnncipal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of matunty or otherwise} either (i} shall have been made or caused to be made m accordance with the teens thereof, or (ii} shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying AgentfRegistrar maccordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Secunties that mature as to pnncipal and interest in such amounts and at such times as will insure the availability without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due and payable. At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder as aforesaid, such Certificate and the interest thereon shall no longer be secured by payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Secunties. Notwithstanding any other provision of this Ordinance to the contrary rt is hereby provided that any determination not to redeem Defeased Certificates that is made in con~uncrion v~nth the payment arrangements specified m subsection 23(a)(i) or (ii) shall not be irrevocable, provided that m the proceedings providing for such payment arrangements, the Issuer expressly (1) reserves the right to call the Defeased Certificates for redemption, (2) gives notice of the reservation of that right to the owners of the Defeased Certificates immediately following the making of the payment arrangements, and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Investment in Defeasance Securities. Any moneys so deposited with the Pa}nng Agent/Registrar may at the wntten direction of the Issuer be invested in Defeasance Secunties, matunng in the amounts and times as hereinbefore set forth, and all income from such Defeasance Secunties received by the Paying Agent/Registrar that is not required for the payment of the Certificates and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer or deposited as directed in writing by the Issuer Any Future Escrow Agreement pursuant to which the money and/or Defeasance Secunties are held for the payment of Defeased Certificates may contain provisions penmtting the investment or reinvestment of such moneys in Defeasance Secunties or the substitution of other Defeasance Secunries upon the satisfaction of the requirements specified in subsection 23(a)(i) or (ii) All income from such Defeasance Secunties received by the Pa}nng Agent/Registrar which is not required for the payment of the Defeased Certificates, with respect to which such money has been so deposited, shall be rerrutted to the Issuer or deposited as directed in wasting by the Issuer (c) Paying Agent/Registrar Services Until all Defeased Certificates shall have become due and payable, the Pa}nng Agent/Registrar shall perform the services of Pa}nng AgentlRegistrarfnr such Defeased Certificates the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance 20 (d) Selection of Certificates for Defeasance. In the event that thel'ssuei: elects to defease "~~~ less than all of the principal amount of Certificates of a maturity the Pa}nng Agent/Registrar shall select, or cause to be selected, such amount of Certificates by such random method as rt deems fair and appropriate. Section 24 PREAMBLE. That the findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes. Section 25 RULES OF CONSTRUCTION That for all purposes oftlus Ordinance, unless the context requires otherwise, all references to designated Sections and other subdivisions are to the Sections and other subdivisions of this Ordinance. The words 'herein" 'hereof' and 'hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. Except where the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa. References to any named person shall mean that party and rts successors and assigns. References to any constitutional, statutory of regulatory provision means such provision as rt exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof. Any reference to the payment of principal m this Ordinance shall be deemed. to include the payment of any mandatory sinking fund redemption payments as described herein. The titles and headings ofthe Sections and subsections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. Section 26 IMMEDIATE EFFECT That in accordance with the provisions of Section 1201 028, Texas Government Code, this Ordinance shall be effective immediately upon rts adoption by the City Council. Section 27 OPEN MEETING That 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 Chapter 551 Texas Government Code, as amended. 21 City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY ~ G~~ ~'GU-tom' City Attorney City of Fort Worth, Te as 22 (SEAL) ,, s' ~~ ,~ ADOPTED ttus 22nd day of June, 2010 ~ Exhibit. A to Ordinance NO FORM OF CERTIFICATE UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION SERIES 2010 MATURITY DATE INTEREST RATE DATED DATE CUSIP June 15 2010 ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, TEXAS (the 'City" or the "Issuer"), being a political subdivision of the State of Texas, hereby prorruses to pay to or to the registered assignee hereof (either being hereinafter called the 'registered owner")the principal amount of DOLLARS and to pay interest thereon, from the Dated Date specified above, to the Maturity Date specified above, or the date of its redemption prior to scheduled maturity at the interest rate per annum specified above, with said interest payable on March 1 2011 and semiannually on each September 1 and March 1 thereafter except that if this Certificate is required to be authenticated and the date of its authentication is later than March 1 2011 such interest is payable semiannually on each September 1 and March 1 following such date Interest on this Certificate shall be calculated on the basis of a 360- day year consisting of twelve 30-day months. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable m lawful money of the United States of America, without exchange or collection charges. At maturity or redemption prior to maturity the principal of this Certificate shall be paid to the registered owner hereof upon presentation and surrender of this Certificate at the designated corporate trust office m Fort Worth, Texas (the 'Designated Trust Office"), of Wells Fargo Bank, National Association, which is the 'Paying Agent/Registrar" for this Certificate. The payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check, 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 Certificate (the 'Certificate Ordinance') to be on deposit with the Pa}nng AgentlRegistrar for such purpose as Al hereinafter provided, and such check shall be sent by the Pa}nng Agent/Registrar by United States _ mail, first-class, postage prepaid, on each such interest payment date, to the registered owner hereof; at its address as rt appeared on the fifteenth day of the month 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 redemption as provided herein shall be paid to the registered owner upon presentation and surrender of this Certificate for payment at the Designated Trust Office ofthe Pa}nng Agent/Registrar The Issuer covenants with the registered owner ofthis Certificate that on or before each principal and interest payment date for this Certificate it will make available to the Pa}nng Agent/Registrar from the 'Interest and Redemption Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when. due. All Certificates of this Serves are issuable solely as fully registered certificates, without interest coupons, in any integral multiple of $5 000 (an Authorized Denonunation") IN THE EVENT OF NON PAYMENT of interest on a scheduled payment date, and for 30 days thereafter anew record date for such interest payment (a Special Record Date') will be established by the Paying AgentlRegistrar if and when funds for the payment of such interest have been received from the Issuer Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date" which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each registered owner of a Certificate appearing on the Registration Books kept by the Pa}nng Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice IF THE DATE for the payment of the principal of or interest on this Certificate 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 Paying Agent/Registrar is located are authonzed 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 authonzed 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 CERTIFICATE is one of a Senes of Certificates dated June 15 2010 authonzed m accordance with the Constitution and' laws of the State of Texas in the principal amount of $34 685 000 FOR THE PURPOSE OF PROVIDING PART OF THE FUNDS FOR PAYING CONTRACTUAL OBLIGATIONS TO BE INCURRED BY THE CITY AS SET FORTH IN THE CERTIFICATE ORDINANCE, and the payment of fiscal, engineering and legal fees incurred in connection therewith. ON MARCH 1 2020 or on any date thereafter the Certificates of this Senes maturing on March 1 2021 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer m whole, or in part, at par and accrued interest to the date fixed for redemption. The years of maturity of the Certificates called for redemption at the option of the City prior to their stated maturity shall be selected by the City The Certificates or portions thereof redeemed vvtthin a maturity A2 shall be selected by lot or other method by the Paying Agent/Regnstrar~ provided, that during any period m which ownership of the Certificates ns determnned only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected nn accordance with the arrangements between the Issuer and the securities depository AT LEAST 30 days prior to the date fixed for any such redemption (a) a written notice of such redemption shall be given to the registered owner of each Certificate or a portion thereof being called for redemption by depositing such notice nn the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Regnstrar and (b) notice of such redemption either shall be published one (1) time nn or posted electronically on the websnte of a financial journal or publication of general circulation nn the United States of America or the State of Texas carrying as a regular feature notnces of muricnpal bonds called for redemption, provided, however that the failure to send, mail, or receive such notice described nn (a) above, or any defect therein or nn the sending or mailing thereof, shall not affect the validity or effectnveness of the proceedings for the redemption of any Certificate By the date fixed for any such redemptnon due provision shall be made by the Issuer with the Paynng Agent/Regnstrar for the payment of the requnred redemptnon pace for thus Certnficate or the portnon hereof which ns to be so redeemed, plus accrued nnterest thereon to the date fixed for redemptnon. If such notice of redemptnon ns graven, and of due provision for such payment ns made, all as provnded above, thus Certnficate, or the portnon hereof which ns to be so redeemed, thereby automatically shall be redeemed prior to rats scheduled maturity and shall not bear interest after the date fixed for its redemptnon, and shall not be regarded as being outstanding except for the rnght of the regnstered owner to receive the redemptnon- price plus accrued nnterest to the date fixed for redemptnon from the Paying Agent/Registrarnut of the funds provided for such payment. The Paynng Agent/Regnstrarsliall record in the Registration Books all such redemptions of principal of this Certnficate or any portion hereof. If a portnon of any Certnficate shall be redeemed a substntute Certnficate or Certificates having the same maturity date, bearing nnterest at the same rate, nn any Authornzed Denomnnation, at the written request of the regnstered owner and nn aggregate pnncnpal amount equal to the unredeemed portion thereof, will be issued to the regnstered owner upon the surrender thereof for cancellation, at the expense of the Issuer all as provnded nn the Ordnnance AS PROVIDED IN THE CERTIFICATE ORDINANCE, thus Certnficate may at the request of the regnstered owner or the assngnee or assignees hereof, be assngned, transferred, and exchanged for a like aggregate prnncnpal amount of fully regnstered certnficates, without nnterest coupons, payable to the appropriate regnstered owner assngnee, or assngnees, as the case may be, havnng the same maturity date, and bearing nnterest at the same rate, in any Authorized Denominatnon as requested in wasting by the appropriate regnstered owner assignee, or assngnees, as the case may be, upon surrender of thus Certnficate to the Paying Agent/Regnstrar at its Designated Trust Office for cancellatnon, all nn accordance wrath the form and procedures set forth nn the Certnficate Ordinance. Among other requnrements for such assngnment and transfer thus Certnficate must be presented and surrendered to the Paynng Agent/Regnstrar at rats Desngnated Trust Office, together wrath proper nnstruments of assngnment, nn form and wrath guarantee of sngnatures satnsfactory to the Paynng A3 Agent/Regnstrar evidencing_assignment of this Certificate or any portion or portions hereof nn any Authorized Denomnnatnon to the assignee or assignees m whose name or names this Certificate or any such portion or portions hereof ns or are to be transferred and registered. The form of Assignment printed or endorsed on this Certificate may be executed by the registered owner to evidence the assignment hereof, but such method ns not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Regnstrar may be used to evidence the assignment of thus Certificate or any portion or portions hereof from time to time by the registered owner The foregoing notwnthstanding, nn the case of the exchange of an assigned and transferred Certificate or Certificates or any portion or portions thereof, such fees and charges of the Pa}nng Agent/Regnstrarwill be pand bythe Issuer The one requesting such exchange shall pay the Paying Agent/Regnstrar's reasonable standard or customary fees and charges for exchanging any Certificate or portion thereof. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer or exchange as a condition precedent to the exercise of such privilege In any circumstance, neither the Issuer nor the Paying Agent/Regnstrar shall be requi-ed (1) to make any transfer or exchange during a period begnmm~g at the opening of business 30 days before the day of the first mailing of a notnce of redemptnon of the Certnficates and endnng at the close of business on the day of such mailing, or (2) to transfer or exchange any Certnficates so selected for redemptnon when such redemptnon ns scheduled to occur within 30 calendar days. WHENEVER the beneficial ownershnp of thus Certnficate ns determnned by a book entry at a secuntnes deposntory for the Certnficates, the foregoing requnrements of holdnng, delnvenng or transferrnng thus Certnficate shall be modnfied to requnre the appropriate person or entnty to meet the requnrements of the securtnes deposntory as to regnstenng or transfemng the book entry to produce the same effect. IN THE EVENT any Paying Agent/Regnstrar for the Certnficates ns changed by the Issuer resngns, or otherwnse ceases to act as such, the Issuer has covenanted nn the Certnficate Ordinance that rat promptly will apponnt a competent and legally qualified substntute therefor and promptly will cause written notnce thereof to be mailed to the registered owners of the Certnficates. IT IS HEREBY certnfied, recnted and covenanted that this Certnficate has been duly and validly authorized, issued, and delivered, that all acts, conditions, and things required or proper to be performed, exnst, and be done precedent to or nn the authorizatnon, nssuance, and delnvery of this Certnficate have been performed, existed, and been done nn accordance wrath law• that this Certificate ns a dnrect obingatnon of sand Issuer issued on the full fanth and crednt thereof, and that annual ad valorem taxes sufficient to provnde for the payment of the nnterest on and prncipal of this Certnficate, as such nnterest comes due and such pnncnpal matures, have been leveed and ordered to be leveed agannst all taxable property in said Issuer and have been pledged for such payment, wntlin the lnmit prescribed by law• and that a pledge of the revenues derived from an agreement entered into by the City under authority of Sectnon 22 0781 Texas Transportatnon Code, wrath respect to ceitain revenues generated at D/FW International Airport, have been pledged as addntional security for the Ceinficates. A-4, BY BECOMING the registered owner of this Certificate, the registered owner thereby acknowledges all of the terms and provisions of the Certificate_Ordinance,_agrees_to bebound by_ such_ terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official rrunutes and records ofthe Issuer and agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between each registered owner hereof and the Issuer IN WITNESS WHEREOF this Certificate has been signed with the manual or facsimile signature of the Mayor of the Issuer attested by the manual or facsimile signature of the City Secretary and approved as to form and legality with the manual or facsimile signature of the City Attorney and the official seal of the Issuer has been duly affixed to, or impressed, or placed m facsimile, on this Certificate. xxxxx City Secretary City of Fort Worth, Texas xxxxx Mayor City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY xxxxx City Attorney Crty of Fort Worth, Texas (SEAL) AS FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Certificate of Obligation has been issued under the provisions of the proceedings adopted by the Issuer as described m the text of this Certificate of Obligation, and that this Certificate of Obligation has been issued m exchange for or replacement of a certificate of obligation, certificates of obligation, or a portion of a certificate of obligation or certificates of obligation of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated WELLS FARGO BANK, NATIONAL ASSOCIATION Paying Agent/Registrar By Authorized Representative A-6 *FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE CERTIFICATES UPON I1~TITIAL DELIVERY THEREOF OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO I hereby certify that this Certificate of Obligation has been examnned, certified as to valndrty and approved by the Attorney General of the State of Texas, and that this Certificate of Obligation has been registered by the Comptroller of Public Accounts of the State of Texas. WITNESS MY HAND and seal of office at Austin, Texas tlis (SEAL) NOTE * ¶ to accompany initial certificates only Comptroller of Public Accounts of the State of Texas A7 FORM OF ASSIGNMENT. __. _. AS SIGNMEN'T FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please insert Social Secunty or Taxpayer Identification Number of Transferee) l (Please print or typewrite name and address, including zip code of Transferee) the within Certificate of Obligation and all rights thereunder and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Certificate of Obligation on 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 Certificate in every particular without alteration or enlargement or any change whatsoever The punter of the Certificates is hereby authorized to print on the Certificates (i) the form of bond counsel's opinion relating to the Certificates, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any covering all or any part of the Certificates. A-8 Exhibit B to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to m Section 16 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 are as specified below The City has agreed to update annually financial information and operating data with respect to the City of the general type included in the official statement for the Bonds as set forth in tables 1 through 6 inclusive, and 8 through 15 inclusive, contained in such official statement, and Appendix B to such official statement, "Excerpts from the Annual Financial Report of the City of Fort Worth, Texas" The above-described financial information and operating data with respect to the City is hereby incorporated by reference, and in Section 16 of this Ordinance the City has agreed to annually update such financial information and operating data in accordance with Rule 15c2 12, promulgated by the United States Securities and Exchange Comrrussion. Accounting Principles The accounting principles referred to in Section 16 of this Ordinance are the accounting principles described in the notes to the annual financial report referred to above. B-1 THE STATE OF TEXAS ___..~_ -.---- COUNTIES OF TA,RRANT DENTON AND WISE CITY OF FORT WORTH I, Marty Hendnx, 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 held on June 22, 2010, and of the ordinance authorizing the issuance of Combination Tax and Revenue Certificates of Obligation, Serves 2010 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 hereunto affixed the seal of said City of Fort Worth, this 22nd day of June, 2010 1i, City Secretary y of Fort Wo h, Texas S ~; `} (SEAL) ~~ `''~~,~~ City of Fort Worth, Texas Mayor and Council Communication -~ n COUNCIL ACTION: Approved on 6/22/2010 -Ord. No. 19198-06-201`0 ___ _. DATE Tuesday June 22, 2010 REFERENCE NO G-16967 LOG NAME 1310 WRMC CO SALE SUBJECT Adopt an Ordinance Providing for the Issuance of Approximately $34 685 000 00 of the City of Fort Worth Texas, Combination Tax and Revenue Certificates of Obligation Series 2010 for Financing Related to the Multi-Purpose Facility at the Will Rogers Memorial Center Providing for the Levy Assessment and Collection of a Tax Sufficient to Pay the Interest on Said Certificates of Obligation and to Create a Sinking Fund for the Redemption Thereof at Maturity Pledging Certain Revenues in Support of Said Certificates Prescribing the Form of Said Certificates and Ordaining Other Matters Related Thereto RECOMMENDATION It is recommended that the City Council 1 Adopt the attached ordinance providing for the issuance of approximately $34 685 000 00 of the City of Fort Worth Texas, Combination Tax and Revenue Certificates of Obligation Series 2010 for financing related to the multi-purpose facility at the Will Rogers Memorial Center and 2. Authorize approximately $34 685 000 00 Combination Tax and Revenue Certificates of Obligation Series 2010 be sold to JP Morgan Securities Inc. the bidder offering the lowest true interest rate of 3 855568 percent. DISCUSSION Bids for approximately $34 685 000 00 Combination Tax and Revenue Certificates of Obligation Series 2010 for financing related to the multi-purpose facility at the Will Rogers Memorial Center were received on June 22 2010 at 10 00 a m A summary of the true interest rates for the bids received by the City is attached Proceeds from this sale will be used for the purpose of paying contractual obligations to be .incurred by the City to-wit, the development, design construction and equipping of amulti-purpose facility located in the Will Rogers Memorial Center as an addition to the Will Rogers Memorial Center equestrian and parking system including the modification renovation and improvement of a parking garage and related infrastructure and utilities, the modification renovation and improvement of livestock/equestrian/events facilities the construction of one or more building tunnels and connector canopies, the purchase and installation of security systems, landscaping communications systems and lighting the purchase of furnishings fixtures equipment and systems related thereto at the Will Rogers Memorial Center public art enhancements the funding of capitalized interest during construction and for up to one year after completion of construction and the payment of fiscal engineering and legal fees incurred in connection therewith It is anticipated that the closing and delivery of the funds will occur on July 29 2010 FISCAL INFORMATION /CERTIFICATION Logname• 1310 WRMC CO SALE Page 1 of 2 The Financial Management Services Director certifies that funds will be available upon completion of the sale closing and delivery of approximately $34 685 000 00 City of Fort Worth Texas Combination Tax and Revenue Certificates of Obligation Series 2010 The Financial Management Services Director also certifies that funds will be available to make the debt service payments on these obligations FUND CENTERS TO Fund/Account/Centers CERTIFICATIONS Submitted for City Manager's Office by• Originating Department Head. Additional Information Contact: FROM Fund/Account/Centers Karen Montgomery (6222) Lena Ellis (8517) James Mauldin (2438) Logname• 1310 WRMC CO SALE Page 2 of 2