Loading...
HomeMy WebLinkAboutOrdinance 18231-08-2008ORDINANCE NO. 18231-08-2008 ORDINANCE AUTHORIZING ISSUANCE OF EQUIPMENT TAX NOTES IN THE PRINCIPAL AMOUNT OF $25,000,000; APPROVING THE SALE OF THE NOTES; PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID NOTES AND TO CREATE A SINKING FUND FOR THE PAYMENT OF THE PRINCIPAL THEREOF; AND ORDAINING OTHER MATTERS RELATED THERETO THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH WHEREAS, the Issuer (such term and other capitalized terms used in this Ordinance being as defined in Exhibit A attached hereto), is ahome-rule municipality having a total population of at least 50,000 according to the last preceding federal census, and was organized, created and established pursuant to the Constitution and laws of the State of Texas; and WHEREAS, the City Council is authorized pursuant to Chapter 1431 to issue anticipation notes for specified purposes, including, without limitation, to pay a contractual obligation incurred or to be incurred for the construction of a public work and the purchase of materials, supplies, equipment, machinery, buildings, lands, and rights-of-way for an issuer's authorized needs and purposes; and WHEREAS, the City Council deems it in the best interest of the Issuer to issue the Notes, pursuant to Chapter 1431, for the purposes hereinafter stated, and to secure the payment of the Notes from a pledge of the ad :valorem taxes assessed and collected by the City. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: Section 1. RECITALS, AMOUNT AND PURPOSE OF NOTES. That pursuant to authority granted to the City Council by Chapter 1431, the Notes shall be and are hereby authorized to be issued in the aggregate principal amount of $25,000,000 for the purpose of THE CONSTRUCTION OF PUBLIC WORKS AND THE PURCHASE OF MATERIALS, SUPPLIES, EQUIPMENT, MACHINERY, BUILDINGS, LANDS, AND RIGHTS-OF-WAY, as more fully described in Schedule I attached to this Ordinance (the "Projects"), and to pay the costs of issuance of the Notes. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURI- TIES OF NOTES. That the Notes shall be designated as the ®City of Fort Worth, Texas, Equipment Tax Notes, Series 2008". The Notes shall be dated August 1, 2008, shall be in Authorized Denominations, shall be numbered consecutively from R-1 upward, and shall mature on March 1, 2015. The Notes shall be subject to mandatory sinking fund redemption prior to their scheduled maturity, in the manner provided in the FORM OF NOTE set forth in this Ordinance. Section 3. NOTE PURCHASE AGREEMENT. That the Purchase Agreement in substantially the form attached to this Ordinance is hereby accepted, approved and authorized to be delivered in executed form to the Purchaser. An Authorized Representative, acting for and on behalf of the City Council, shall cause the Purchase Agreement to be executed and delivered to the Purchaser. The City Secretary is hereby authorized to attest the execution of the Purchase Agreement on behalf of the City. Section 4. INTEREST. That the Notes shall bear interest from the date specified in the FORM OF NOTE set forth in this Ordinance to their respective dates of maturity or redemption priorto maturity at the rate of 3.32% per annum. Interest on the Notes shall be payable in the manner provided and on the dates stated in the FORM OF NOTE set forth in this Ordinance. Interest on the Notes shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Section 5. CHARACTERISTICS OF THE NOTES. (a) Registration, Transfer, Conversion and Exchange; Authentication. That the Issuer shall keep or cause to be kept at the designated corporate trust office of the Paying Agent/Registrarthe Registration Books, and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers and exchanges under such reasonable regulations as the Issuer and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Note. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required bylaw, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, exchange and delivery of a substitute Note or Notes. Registration of assignments, transfers and exchanges of Notes shall be made in the manner provided and with the effect stated in the FORM OF NOTE. Each substitute Note shall bear a letter and/or number to distinguish it from each other Note. 2 An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Note (other than Notes that bear the signature of the Comptroller of Public Accounts of the State of Texas, as provided in the FORM OF NOTE), date and manually sign said Note, and no such Note shall be deemed to be issued or outstanding unless such Note is so executed. The Paying Agent/Registrar promptly shall cancel all paid Notes surrendered for transfer and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the Issuer or any other body or person so as to accomplish the foregoing transfer and exchange of any Note or portion thereof, and the Paying Agent/Regisfirar shall provide for the printing, execution, and delivery of the substitute Notes in the manner prescribed herein. Pursuant to Chapter 1201, and particularly Subchapter D thereof, the duty of transfer and exchange of Notes as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Notes, the transferred and exchanged Notes shall be valid and enforceable in the same manner and with the same effect as the Notes which initially were issued and delivered pursuant to this Ordinance and approved by the Attorney General of the State of Texas. (b) Paymentof-Notes and-Interest.__The Issuer.hereby.#urther appoints he Paying Agent/Registrar to act as the paying agent for the payment of the principal of and interest on the Notes, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrartyith respect to the Notes, and of all transfers and exchanges of Notes, and all replacements of Notes, as provided in this Ordinance. (c) In General. The Notes (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Notes to be payable only to the registered owners thereof, (ii) may be transferred, assigned, converted, and exchanged for other Notes, (iii) maybe subject to redemption prior to their scheduled maturities, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the principal of and interest on the Notes shall be payable, and (vii) shall be administered and the Paying Agent/Registrarsnd the Issuer shall have certain duties and responsibilities with respect to the Notes, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF NOTE. On each substitute Note issued in conversion of and exchange for any Note or Notes issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF NOTE. (d) Substitute Paying AgentlRegistrar. The Issuer covenants with the registered owners of the Notes that at all times while the Notes are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Notes under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective not later than 15 days prior to the next succeeding Payment Date. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency 3 to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying AgentlRegistrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Notes, to the new Paying Agent/Registrardesignatwi and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Notes, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrarshsll 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. Section 6. FORM OF NOTES. That the form of the Notes, including the form of Paying Agent/Registrar's Authentication Certificate and the form of Assignment shall be, respectively, substantially in the form attached hereto as Exhibit B, with such variations, omissions, or -insertions- as are appropriate,....permitted or--..required by his _Ordinance including, without limitation, those variations, omissions, or insertions to be completed by an Authorized Representative reflect the terms of the sale of (Votes as permitted by Section 2 hereof. Section 7. INTEREST AND REDEMPTION FUND/TAX LEVY. That the Interest and Redemption Fund is hereby created and established solely for the benefit of the Notes, and the Interest and Redemption Fund shall be established and maintained by the Issuer at an official depository bank of the City for so long as the Notes or interest thereon are outstanding and unpaid. The Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on and principal of the Notes. Until expended for the purposes set forth in Section 1 hereof, the proceeds derived from the sale of the Notes shall be held as further security for the timely payment of the principal and interest on the Notes All ad valorem taxes levied and collected for and on account of the Notes shall be deposited, as collected, to the credit of the Interest and Redemption Fund. During each year while any of the Notes is outstanding and unpaid, the City Council shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Notes as such interest comes due, and to provide and maintain a sinking fund of at least two percent (2%) thereof, in any event in an amount adequate to pay the principal of such Notes as such principal matures; and said tax shall be based on the latest approved tax rolls of the City, with full allowance being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied by the City Council, and is hereby ordered to be levied, against all taxable property in the City for each year while any Note is outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Redemption Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Notes as such interest comes due and such principal matures, are hereby pledged from the ad valorem taxes of the City for such payment, within the limit prescribed by law. If sufficient ad valorem taxes have not been levied and 4 collected for the purpose of making debt service payments on Notes when due, there shall be appropriated from the City's general fund moneys sufficient to enable the City to make such debt service payments on a Payment Date including specifically the payment of debt service on the Notes on the first Payment Date therefor. Section 8. CHAPTER 1208, GOVERNMENT CODE, APPLIES TO THE NOTES. Chapter 1208 applies to the issuance of the Notes and the pledge of the taxes granted by the Issuer under Section 7 of this Ordinance, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Notes are outstanding and unpaid such that the pledge of the taxes granted by the Issuer under Section 7 of this Ordinance is to be subject to the filing requirements of Chapter 9, then in order to preserve to the registered owners of the Notes the perfection of the security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9 and enable a filing to perfect the security interest in said pledge to occur. Section 9. REMEDIES OF REGISTERED OWNERS. That in addition to all rights and remedies of any registered owners of the Notes provided by the laws of the State of Texas, the Issuer covenants and agrees that in the event the Issuer defaults in the payment of the principal of or interest on the Notes when due, or fails to make the payments required by this Ordinance to be set forth in this Ordinance, the registered owners of the Notes shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the City Council and other officers of the Issuer to observe and perform any covenant, obligation or condition prescribed in this Ordinance. No delay ar omission by any registered owner to exercise any right or power accruing to him upon default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein, and every such right or power may be exercised from time to time and as often as may be deemed expedient. The specific remedies mentioned in this Ordinance shall be available to the registered owners of the Notes and shall be cumulative of all other existing remedies. By accepting the delivery of a Note authorized under this Ordinance, the registered owner thereof agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or members of the City or the City Council. 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 with any liability, or be held personally liable to the registered owners of the Notes under any term or provision of this Ordinance, or because of any default or alleged default under this Ordinance. Section 10. TRANSFERS TO PAYING AGENT. That the Issuer further covenants that on or before each Payment Date, or any redemption date, there shall be transferred to the Paying Agent/Registrar an amount sufficient to pay the principal and interest requirements due on the Notes as they become due and payable. Section 11. USE OF NOTE PROCEEDS. That the proceeds of the issuance of the Notes shall be deposited in a designated account within the Issuer's general fund and used 5 to pay contractual obligations incurred or to be incurred in connection with the purposes described in Section 1 of this Ordinance. The foregoing notwithstanding, proceeds representing accrued interest, if any, on the Notes shall be deposited to the credit of the Interest and Redemption Fund, and proceeds, if any, representing premium paid as part of the purchase price for the Notes may be used for any purpose authorized by Section 1201.042(d), Texas Government Code. Section 12. INVESTMENTS. (a) That the City may place proceeds of the Notes (including investment earnings thereon) in time deposits or invest the same as authorized bylaw, including, without limitation, the Public Funds Investment Act of 1987, as amended (Chapter 2256, Texas Government Code), and the City's investment policy; provided, however, that the Issuer hereby covenants that the proceeds of the sale of the Notes will be used as soon as practicable for the purposes for which the Notes are issued. (b) Amounts received from the investment of the proceeds of the Notes remaining -after the payment of all project-costs-and-the-retirement of-debt service-on-the-Notes; to-the- extentnot required to be deposited to a separate rebate fund as required by section 148 of the Code and Section 15 of this Ordinance, shall be placed into the Interest and Redemption Fund and used for the payment of debt service on the Nates. Section 13. SECURITY FOR FUNDS. That all deposits authorized or required by this Ordinance shall be secured to the fullest extent required by law for the security of public funds. Section 14. DUTIES OF OFFICERS OF THE ISSUER. (a) That the Mayor, any Authorized Representative and the City Manager are hereby instructed and directed to do any and all things necessary in reference to the maintenance of the Issuer and to make money available for the payment of the Notes in the manner provided by law. (b) The City Secretary is authorized to execute the certificate to which this Ordinance is attached on behalf of the City. The Mayor, any Authorized Representative and the City Secretary are authorized to do any and all things proper and necessary to carry out the intent of this Ordinance. (c) The City Manager is hereby authorized to have control of the Notes and all necessary records and proceedings pertaining to the Notes pending their delivery to the Purchaser. The City Manager or the designee thereof is directed to submit for investigation, examination and approval by the Attorney General of the State of Texas the Notes and the proceedings authorizing their issuance, and to request the registration of the Notes and the proceedings authorizing their issuance by the Comptroller of Public Accounts of the State of Texas. The City Council hereby authorizes the payment of the fee of the Office of the Attorney General of the State of Texas for the examination of the proceedings relating to the issuance of the Notes, in the amount determined in accordance with the provisions of Section 1202.004, Texas Government Code. Section 15. FEDERAL TAX COVENANTS. That the Issuer covenants to and with the purchasers of the Notes to comply with the provisions of the Code. The Issuer's covenant to comply with the Code shall include, without limitation, compliance with those provisions of the Code regarding the timing of expenditure of proceeds of the Notes, the restriction on investment yields, the filing of information returns with the Internal Revenue Service, and, if required by the Code, the rebate of excess arbitrage earnings to the United States. Further, the Issuer certifies that based upon all facts and estimates now known or reasonably expected to be in existence on the date the Notes are delivered and paid for, the Issuer expects that the proceeds of the Notes will not be used in a manner that would cause the Notes or any portion of the Notes to bean "arbitrage bond" within the meaning of section 148 of the Code, and the regulations prescribed thereunder. Furthermore, the Mayor and each Authorized Representative is authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the Issuer as of the date the Notes are delivered and paid for. In particular, the Mayor and -each Authorized -Representative is authorized--to-.certify--for the--Issuer the facts -and.. circumstances and reasonable expectations of the Issuer on the date the Notes are delivered and paid for regarding the amount and use of the proceeds of the Notes. Moreover, the Issuer covenants to make such use of the proceeds of the Notes, regulate investments of proceeds of the Notes, take such other and further actions and follow such procedures, including, without limitation the method of calculating yield on the Notes, as may be required so that the interest on the Notes shall continue to be excluded from gross income for federal income tax purposes under the Code. The Issuerfurther covenants that the proceeds of the Notes will not be used directly or indirectly so as to cause all or any part of the Notes to become a "private activity bond" within the meaning of section 141(a) of the Code. In complying with the provisions of this Section, the Issuer shall be entitled to rely upon an opinion of Bond Counsel. In furtherance thereof, the Issuer covenants as follows: (a) to take any action to assure that no more than ten percent of the proceeds of the Notes (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 ten 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 ten percent of the debt service on the Notes, 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 five percent of the proceeds of the Notes (less amounts deposited into a reserve fund, if any), then the amount in excess of five 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; 7 (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 Notes (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 Notes being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (e) to refrain from taking any action that would result in the Notes being "federally guaranteed" within the meaning of section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Notes, directly or-indirectly, to-acquire-orto-replace-funds-which were used,.directly-or-.indirectly, to - acquire investment property (as defined in section 148(b)(2) of the Cade) which produces a materially higheryield overthe term of the Notes, otherthan investment property acquired with -- (1) proceeds of the Notes invested for a reasonable temporary period until such proceeds are needed for the purpose for which the Notes are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1 (b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed ten percent of the proceeds of the Notes; (g) to otherwise restrict the use of the proceeds of the Notes or amounts treated as proceeds of the Notes, as may be necessary, so that the Notes do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (h) to pay to the United States of America at least once during each five- year period (beginning on the date of delivery of the Notes) 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 Notes 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. In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such s Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. The Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of the issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify, or expand provisions of the Code, as applicable to the Notes, the Issuer will not be required to comply with any covenant contained herein to the extent that such modification or expansion, in the opinion of Bond Counsel, will not adversely affect the exemption from federal income taxation of interest on the Notes 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 Notes, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of Bond Counsel, to preserve the exemption from federal income taxation of interest on the Notes under section 103 of the Code. Section 16. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR ELIGIBLE PROJECTS. That the City covenants to account for on its books and records the expenditure of proceeds from the sale of the Notes and any investment earnings thereon to be used for the acquisition of the Projects by allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure on the Projects is made or (b) each item of each Project is acquired. The foregoing notwithstanding, the City shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Notes or (b) the date the Notes are retired, unless the City obtains an opinion of Bond Counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the Notes. For purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of 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 17. DISPOSITION OF ELIGIBLE PROJECTS. That the City covenants that any item of the Projects will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of Bond Counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Notes. For purposes of this Section, the portion of the property comprising personal property and disposed of in the ordinary course of business shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of 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 18. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED NOTES. (a) Replacement Notes. That in the event any outstanding Note is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Note of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Note, in replacement for such Note in the manner hereinafter provided. (b) Application for Replacement Notes. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Notes shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Note, the registered owner applying for a replacement Note shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them-harmless from any loss ordamage-with-respect-thereto.-Also, in every case - of loss, theft, or destruction of a Note, 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 Note, as the case may be. In every case of damage or mutilation of a Note, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Note so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section 18, in the event any such Note shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on such Note, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Note) instead of issuing a replacement Note, provided security or indemnity is furnished as above provided in this Section 18. (d) Charge for Issuing Replacement Notes. Prior to the issuance of any replacement Note, the Paying Agent/Registrarshsll charge the registered owner of such Note with all legal, printing, and other expenses in connection therewith. Every replacement Note issued pursuant to the provisions of this Section 18 by virtue of the fact that any Note is lost, stolen, or destroyed shall constitute a Note of the Issuer whether or not the lost, stolen, or destroyed Note 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 Notes duly issued under this Ordinance. (e) Authority for Issuing Replacement Notes. In accordance with Subchapter D of Chapter 1201, this Section 18 of this Ordinance shall constitute authority for the issuance of any such replacement Note without necessity of further action by the Issuer or any other body or person, and the duty of the replacement of such Notes is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar 10 shall authenticate and deliver such replacement Notes in the form and manner and with the effect, as provided in Section 5(a) of this Ordinance for Notes issued in conversion and exchange of other Notes. Section 19. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. That the City shall provide annually to each NRMSIR and any SID, within 180 days after the end of each Fiscal Year ending in or after 2008, financial information and operating data with respect to the City of the general type described in Exhibit C hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit C hereto and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If audited financial statements are not so provided, then the City shall provide unaudited financial statements when due under the Rule and further shall provide audited financial statements for the applicable Fiscal Year to each NRMSIR and any SID, when and if audited financial statements become available. If the City changes its Fiscal Year, it will notify each NRMSIR and any SID of the change (and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (b) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Notes, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Notes; 7. Modifications to rights of holders of the Notes; 8. Note calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Notes; and 11. Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely 11 manner, of any failure by the City to provide financial information or operating data in accordance with subsection (a) of this Section by the time required thereby. Any filing under this Section may be made solely by transmitting such filing to the MAC as provided at http://www.disclosureusa.org, unless the SEC has withdrawn the interpretive advice stated in its letter to the MAC dated September 7, 2004. (c) Limitations, Disclaimers, and Amendments. 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 Notes within the meaning of the Rule, except that the City in any event will give the notice required by subsection (b) of this Section of any Note calls and defeasance that cause the City no longer to be an "obligated person". The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Notes, 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 this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Notes at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY NOTE 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 RIGHTAND 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. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. 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 Notes in the primary offering of the Notes in compliance with the Rule, 12 taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Notes 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 interests of the holders and beneficial owners of the Notes. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (a) of this Section an explanation, in narrative form, of the reasons 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 requirement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Notes in the primary offering of the Notes. Section 20. DEFEASANCE. (a) Deemed Paid. That the principal ofand/or interest on and redemption premium, if any, on any Note shall be deemed to be paid, retired and no longer outstanding within the meaning of this Ordinance, except to the extent provided by subsection (d) of this Section, when payment of the principal of, redemption premium, if any, on such Note, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with, or making available to, a paying agent (or escrow agent) therefor, intrust and irrevocably set aside exclusively for such payment, (1) money sufficient to make such payment, (2) Defeasance Obligations, as hereinafter defined in this Section, certified by an independent public accounting firm of national reputation, to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of such paying agent pertaining to the Notes with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of such paying agent, or (3) any combination of (1) and (2) above, and when (i) any required notice of redemption has been given or irrevocable provisions for the giving of such notice shall have been made and (ii) proper arrangements have been made by the City with each such paying agent for the payment of its services until after all of the Notes so defeased shall have become due and payable. At such time as a Note shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefit of this Ordinance or a lien on and pledge of the security granted in support of the payment of the Notes, and shall be entitled to payment solely from such money or Defeasance Obligations, and shall not be regarded as outstanding for any purposes other than payment, transfer, and exchange. (b) Retention of Rights. Notwithstanding the provisions of subsection (a), to the extent that, upon the defeasance of any Notes to be paid at maturity, the City retains the right, pursuant to Section 1207.033(c), Texas Government Code, to later call such Notes 13 for redemption in accordance with the provisions thereof, the City may call such Notes for redemption upon (1) in the proceedings providing for the defeasance of Notes, the City expressly reserves the right to call Notes for redemption, (2) the City giving notice of the reservation of that right to the owners of such Notes immediately following the establishment of the defeasance escrow, and (3) the City directing that notice of the reservation be included in any redemption notices that it may authorize, and upon satisfaction of the provisions of subsection (a) with respect to such Notes as though such Notes were being defeased at the time of the exercise of the option to redeem such Notes and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of such Notes. (c) Investments. Any escrow agreement or other instrument entered into by the City and a paying agent pursuant to which the money and/or Defeasance Obligations are being held by such paying agent for the payment of such Notes may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Obligations or the substitution of other Defeasance Obligations upon the satisfaction of the requirements specified... in subsection (a)(i) or_(ii). All income from all Defeasance Obligations in_ the hands of the paying agent pursuant to this Section which is not required for the payment of the Notes, the redemption premium, if any, and interest thereon, with respect to which such money has been so deposited, shall be remitted to the City, or deposited as directed in writing by the City, and upon receipt of an opinion of bond counsel that such transfer is permitted under state law. (d) Federal Income Tax Consideration. The City covenants that no deposit will be made or accepted under subsection (a)(ii) of this Section and no use made of any such deposit which would cause such Notes to be treated as arbitrage bonds within the meaning of section 148 of the Code. (e) Defeasance Obligations. For the purpose of this Section, the term "Defeasance Obligations" shall mean (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or, if such defeasance is not in connection with the issuance of refunding bonds, on the date the City provides for the funding of an escrow to effect the defeasance of the Notes, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or, if such defeasance is not in connection with the issuance of refunding bonds, on the date the City provides for the funding of an escrow to effect the defeasance of the Notes, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (f) Continuing Duty of Paying Agent/Registrar. Until all Notes defeased under this Section of this Ordinance shall become due and payable, the Paying Agent/Registrar 14 far such Notes shall perform the services of Paying Agent/Registrar for such Notes the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services. Section 21. SALE OF NOTES. That the sale of the Notes to Chase Equipment Leasing Inc. (the "Purchaser"), at a price of par, is hereby authorized, ratified and confirmed. One Note in the principal amount maturing on each maturity date as set forth in Section 2 hereof shall be delivered to the Purchaser, and the Purchaser shall have the right to exchange such Notes as provided in Section 5 hereof without cost. Section 22. MISCELLANEOUS PROVISIONS. (a) Preamble. The preamble to this Ordinance shall be considered an integral part of this Ordinance, and is herein incorporated as part of the body of this Ordinance for all purposes. (b) Immediate Effect. This Ordinance shall be effective. immediately from and after its passage in accordance with the provisions of Section 1201.028, Texas Government Code. (c) Open Meeting. 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. (d) Rules of Construction. 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 means that party and its successors and assigns. References to any constitutional, statutory or regulatory provision means such provision as it 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 in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption payments as may be described herein. Any reference to FORM OF NOTE shall refer to the form attached to this Ordinance as Exhibit B. (e) Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to be inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters prescribed herein. 15 SIGNED AND SEALED THIS 26TH DAY OF AUGUST, 2008. Mayor, ~ City of Fort Worth, T City Secretary APPROVED AS TO FORM AND LEGALITY: ~-, City Attorney (SEAL) 16 SCHEDULE R DESCRIPTION OF THE PROJECTS TO BE FUNDED WITH NOTE PROCEEDS 1. Enterprise Resource Planning Data Entry and Tracking Software $18,722,170 2. Fire fighting equipment to include: a. ten pumper trucks $5,196,176 b. one 100 foot aerial apparatus $ 633,111 c. one water tanker $ 316,937 3. Miscellaneous equipment to include: a. two dump trucks and related equipment $ 36,606 $ 24,905,000 The balance of the proceeds shall be used to pay costs of issuance. EXHIBIT A "Chapter 9" shall mean Chapter 9, Texas Business & Commerce Code. "Chapter 1201" shall mean Chapter 1201, Texas Government Code. "Chapter 1208" shall mean Chapter 1208, Texas Government Code. "Chapter 1431" shall mean Chapter 1431, Texas Government Code. "Authorized Denomination" shall mean Notes in the denomination of $5,000 or any integral multiple thereof. "Authorized Representative" shall mean one or more of the following officers or employees of the City, acting in concert or individually, to-wit: the City Manager, any Assistant City Manager, the Chief Financial Officer of the City, or such other officer or employee of the City designated in writing_by the City Council to_act as an Authorized Representative. "Bond Counsel" shall mean McCall, Parkhurst & Horton L.L.P. and Kelly Hart & Hallman LLP, or such other attorney or firm of attorneys of such that are nationally recognized as having expertise in the practice of tax-exempt municipal finance law as approved by the City. "City" or "Issuer" shall mean the City of Fort Worth, Texas. "City Council" shall mean the City Council of the Issuer, its governing body. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Fiscal Year" shall mean the twelve-month period ending September 30, or any consecutive twelve-month period declared by the City to be its fiscal year. "Interest and Redemption Fund" shall mean the "City of Fort Worth, Texas Equipment Tax Notes Series 2008 Interest and Redemption Fund" established by this Ordinance. "MAC" shall mean the Municipal Advisory Council of Texas "MSRB" shall mean the Municipal Securities Rulemaking Board. "Notes" shall mean the City of Fort Worth, Texas, Equipment Tax Notes, Series 2008", issued in the aggregate principal amount of $25,000,000. The term "Notes" shall mean and include the Notes initially issued and delivered pursuant to this Ordinance (including the Initial Notes) and all substitute Notes exchanged therefor, as well as all other substitute Notes and replacement Notes issued pursuant to the Ordinance, and the term "Note" shall mean any of the Notes. "NRMSIR"shall mean each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Ordinance" shall mean the Ordinance adopted by the Issuer authorizing the issuance of the Notes. "Paying Agent/Registrar" shall mean Wells Fargo Bank, National Association. "Payment Date" shall mean each date interest or principal on the Notes shall be due and payable. "Purchase Agreement" shall mean the Note Purchase Agreement between the City and the Purchaser, executed in connection with the sale and delivery of the Notes. "Purchaser" shall mean the initial purchaser of the Notes so designated in Section 21 of this Ordinance. "Registration Books" shall mean the books or records for the registration of the transfer and exchange of the Notes. "Rule" shall mean SEC Rule 15c2-12, as amended from time to time. "SEC" shall mean the United States Securities and Exchange Commission. "SID" shall mean any person designated by the State or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. "State" shall mean the State of Texas. EXHIBIT B FORM OF NOTE NO. R- UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH, TEXAS EQUIPMENT TAX NOTE, SERIES 2008 INTEREST _DATE OF MATURITY RATE INITIAL DELIVERY DATE 3.32% SEPTEMBER 30, 2008 MARCH 1, 2015 REGISTERED OWNER: PRINCIPAL AMOUNT: TWENTY FIVE MILLION DOLLARS PRINCIPAL AMOUNT CUSIP NO. ON THE MATURITY DATE specified above, the CITY OF FORT WORTH, TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "registered owner")the principal amount set forth above and interest thereon from the Date of Initial Delivery of this Note as set forth above, on March 1, 2009 and on each September 1 and March 1 thereafter to the maturity date specified above, or the date fixed for redemption prior to maturity, at the interest rate per annum specified above; except that if the Paying Agent/Registrar'sRuthentication Certificate appearing on the face of this Note is dated later than March 1, 2009, such interest is payable on each September 1 and March 1 following such date. THE PRINCIPAL OF AND INTEREST ON this Note are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Note shall be paid to the registered owner hereof upon presentation and surrender of this Note at maturity or prior redemption at the designated corporate trust office in Fort Worth, Texas of Wells Fargo Bank, National Association, which is the "Paying Agent/Registrar" for this Note. The payment of interest on this Note shall be made by the Paying Agent/Registrar tothe registered owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the Ordinance authorizing the issuance of this Note (the "Ordinance") to be on deposit with the Paying Agent/Registrarfnr such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on the fifteenth day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying AgentlRegistrar, as hereinafter described. Any accrued interest due at maturity or redemption shall be paid to the registered owner upon presentation and surrender of this Note for payment at the designated corporate trust office of the Paying Agent/Registrar. IN THE EVENT of anon-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each registered owner appearing on the registration books of the Paying Agent/Registrar atthe 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 Note shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the designated corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THE ISSUER COVENANTS with the registered owner of this Note that on or before the principal and interest payment date for this Note it will make available to the Paying Agent/Registrar, from the "Interest and Redemption Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Notes, when due. THIS NOTE, dated as of August 1, 2008, is one of the series of notes authorized by the Ordinance to be issued in the aggregate principal amount of $25,000,000. This Note, and the series of which it is a part, is authorized pursuant to Chapter 1431, Texas Government Code ("Chapter 1431"), and issued for the purpose of PAYING CONTRACTUAL OBLIGATIONS INCURRED OR TO BE INCURRED FOR THE CONSTRUCTION OF PUBLIC WORKS AND THE PURCHASE OF MATERIALS, SUPPLIES, EQUIPMENT, MACHINERY, BUILDINGS, LANDS, AND RIGHTS-OF-WAY, as more fully described in the Ordinance, and to pay costs of issuance. This Note and the series of which it is a part is issued pursuant to the Ordinance passed and adopted by the City Council of the Issuer and duly recorded in the minutes of said City Council, as authorized by the Constitution and laws of the State of Texas, including Chapter 1431. THE NOTES are not subject to redemption at the option of the City. The Notes are subject to mandatory redemption in part by lot pursuant to the terms of the Ordinance, on March 1 in each of the years 2009 through 2014, in the following years and in the following amounts, at a price equal to the principal amount thereof and accrued and unpaid interest to the date of redemption, without premium: YEARS AMOUNTS ($) YEARS AMOUNTS ($) 2009 3,280,000 2013 3,675,000 2010 3,325,000 2014 3,800,000 2011 3,440,000 2015* 3,925,000 2012 3,555,000 * Final Maturity At least 30 days prior to the date fixed for any such redemption a written notice of such redemption shall be given to the registered owner of each Note or a portion thereof being prepaid or called for_redemption by depositing such notice in 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/Registrar; provided, that no such notice shall be required to be given if Chase Equipment Leasing Inc. is the owner of the 100% of the outstanding principal amount of the Notes. By the date fixed for any such redemption due provision shall be made by the City with the Paying Agent/Registrar for the payment of the required redemption price for this Note or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, this Note, or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrarnut of the funds provided for such payment. The Paying Agent/Registrarshatl record in the Registration Books all such redemptions of principal of this Note or any portion hereof. If a portion of any Note shall be redeemed a substitute Note or Notes having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unpaid or unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. ALL NOTES OF THIS SERIES are issuable solely as fully registered Notes, without interest coupons, in the denomination of any integral multiple of $5,000 (an "Authorized Denomination"). As provided in the Ordinance, this Note may, at the request of the registered owner or the assignee or assignees hereof, be assigned transferred, converted into and exchanged for a like aggregate principal amount of fully registered Notes, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having the same denomination or denominations in any Authorized Denomination as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this Note to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Note must be presented and surrendered to the Paying Agent/Registrar, together with the proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Note or any portion or portions hereof in any Authorized Denomination to the assignee or assignees in whose name or names this Note or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Note may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Note or any portion or portions hereof from time to time by the registered owner. In the case of the assignment, transfer, conversion or exchange of a Note or Notes or any portion or portions thereof, the reasonable standard or customary fees and charges of the Paying Agent/Registrar will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying. Agent/Regstrar shall __ not be required (i) to make any such transfer, conversion or exchange during the period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption and ending at the close of business on the day of such mailing, or (ii) to transfer, convert or exchange any Notes so selected for redemption scheduled to occur within 30 calendar days; provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of an unpaid or unredeemed balance of a Note called for redemption in part. IN THE EVENT any Paying Agent/Registrarfnr the Notes is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Notes. IT IS HEREBY CERTIFIED AND REPRESENTED that this Note has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Note have been performed, existed and been done in accordance with law; that this Note constitutes an obligation of said Issuer; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Note, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged from the Issuer's annual ad valorem tax for such payment, within the limits prescribed by law. Reference is made to the Ordinance for a more complete description of the Issuer's obligation to provide for the payment of the principal of and interest on the Notes. By acceptance of this Note, the registered owner expressly assents to all provisions of the Ordinance. IN WITNESS WHEREOF, the City has caused this Note to be signed with the manual or facsimile signature of the Mayor of said City, attested with the manual orfacsim- ilesignature 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 City has been duly affixed to, or impressed, or placed in facsimile, on this Note. ~, I C n City Secreta May r, Ij7~ City of Fort Worth, Texas City of Fort Worth, exas AP OVED AS TO FORM AND LEGALITY: ~~'.~ ~~ City Attorney City of Fort Worth, Texas (SEAL) FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code of Transferee) -the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to register the transfer of the within Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTICE: The signature above must correspond with the name of the registered owner as it appears upon the front of this Note in every particular, with- out alteration or enlargement or any change whatsoever. RM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Note has been issued under the provisions of the Ordinance described in the text of this Note; that this Note has been duly authenticated; and that this Note has been issued in exchange for or replacement of a note, notes, or a portion of a note or notes of 'an issue, the proceedings pursuant to which such issue was authorized were approved by the Attorney General of the State of Texas. Dated: Paying Agent/Registrar Authorized Representative FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE: (only to accompany the Initial Notes to be delivered at closing to the purchaser thereof) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO. I thereby certify that this Note has been examined, certified as to validity, and approved by the Attorney General of the State of Texas and that this Note has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this, Comptroller of Public Accounts of the State of Texas (SEAL) Exhibit C to Ordinance DESCRIPTION OF ANNUAL- FINANCIAL INFORMATION The following information is referred to in Section 19 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 heretofore filed with each NRMSIR and the SID its official statement with respect to that certain issue of $46,230,000 City of Fort Worth, Texas General Purpose Refunding Bonds, Series 2004. In the ordinance authorizing the issuance of such Bonds, the City agreed to__update annually financial information and operating_data_with respect to the City of the general type included in such official statement 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 19 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 Commission. Accounting Principles The accounting principles referred to in Section 19 are the accounting principles described in the notes to the financial statements referred to in paragraph 1 described above, as such principles may be changed from time to time to comply with state law or regulation. THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH I, Marty Hendrix, 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 August 26, 2008, and the Ordinance Authorizing the Issuance of Equipment Tax Notes, Series 2008, 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 26th day of August, 2008. City Secretary of the City of Fort Worth, Texas (SEAL) City of Fob oath, Texas Mayor and Council Communication ~_ COUNCIL ACTION: Approved on 8/26/2008 -Ord. No. 18231-08-2008 DATE: Tuesday, August 26, 2008 LOG NAME: 13TAXNOTES08 REFERENCE NO.: G-16255 SUBJECT: Adopt Ordinance Authorizing Issuance of Equipment Tax Notes in the Principal Amount of $25,000,000.00; Approving the Sale of the Notes; Providing for the Levy, Assessment and Collection of a Tax Sufficient to Pay the Interest on Said Notes and to Create a Sinking Fund for the Payment of the Principal Thereof, and Ordaining Other Matters Related Thereto RECOMMENDATION: It is recommended that the City Council adopt the attached ordinance authorizing the issuance of Tax Notes in the principal amount of $25,000,000.00, approving the sale of the notes; providing for the levy, assessment and collection of a tax sufficient to pay the interest on said notes and to create a sinking fund for the payment of the principal thereof; and ordaining other matters related thereto. DISCUSSION: On September 28, 1999, (M&C G-12681) the City Council adopted Ordinance No. 13954 authorizing the establishment of an Equipment Note Program by identifying the paying agent/registrarfnr these notes. The City Manager, any Assistant City Manager, and the Finance Director were authorized from time-to time to sell notes secured by ad valorem taxes for the purpose of financing high-dollar, long-lasting fire apparatus and any other lawful purpose including "materials, supplies, equipment, machinery, buildings, lands and rights-of-way" as authorized under Chapter 1431 of the Texas Government Code. The City has used the Note Program extensively to fund replacement of fire apparatus and Solid Waste vehicles. The notes issued here, if approved, will allow for the funding of Phase I of an Enterprise Resource Planning (ERP) system, and allow for reimbursement of purchases related to Fire and construction equipment. Estimated uses of the proceeds: To Be Funded Amount ERP Phase I - HR/Payroll $18,722,170.00 Fire Pumper, Aerial Ladder Apparatus, and Construction Equipment $6,182,830.00 Cost of Issuance $95,000.00 Total Tax Notes $25,000,000.00 Enterprise Resource Planninq_(ERP) The City's current Human Resources and Payroll systems are aging, functionally deficient, insufficiently integrated and, in many cases, no longer supported. As a result, City staff struggles to work efficiently in those areas. After significant research and considering many options, staff has determined that the best approach is to replace the City's aging Human Resources /Payroll systems with an Enterprise Resource Planning (ERP) Logname: 13TAXNOTES08 Page 1 of 2 system. In considering an ERP solution for the City, staff has further recognized that the ERP project should be completed in two phases with the first phase focused on replacing the City's legacy HR and Payroll systems followed by the second phase focused on replacing the City's legacy financial systems. Replacing HR/Payroll first will allow the City's Comprehensive Annual Financial Report (CAFR) efforts to continue uninterrupted to allow the City to become current on its pending CAFRs before replacing its financial systems. $18,722,170 in proceeds from the sale of the Tax Notes will be used to fund necessary components of Phase 1 of the ERP HR/Payroll project, including software licenses, implementation services, hardware infrastructure, and related expenses. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon adoption of the attached ordinance, funds will be available in the General Debt Service Fund to make debt service payments on equipment notes issued under the terms of the ordinance. TO Fund/Account/Centers FROM FundlAccount/Centers Submitted for City Manager's Office by: Karen Montgomery (6222) Originating Department Head: Lena Ellis (8517) Additional Information Contact: James Mauldin (2438) Logname: 13TA.~~NOTES08 Page 2 of 2