HomeMy WebLinkAboutOrdinance 18244-08-2008THE STATE O F TEXAS .
COUNTIES OF T.F~IZ:RANT AND DENTON
CITY OF FORT WORTH
On the 2nd dap of September, 2008, the City Council of the City of Fort Worth, Texas, met
in regular, open, public meeting in the City Council Chamber in the City Hall, and roll was called of the
duly constituted members of the City Council, to-wit:
Mike Moncrief, Mayor
Salvador Espino,
Chuck Silcox,
Danny Scarth, .
Frank Moss,
fungus Jordan, Councilmembers,
Carter Burdette,
Kathleen Hicks, .
Joel Burns,
Dale A. Fisseler, City Manager,
David Yett, City Attorney,
Marty Hendrix, City Secretary,
Karen Montgomery, Chief Financial Officer
with none absent, thus constituting a quorum present; and after the City Council had transacted certain
business, the following business was transacted, to-wit:
Councilmember `Ji ~ Co introduced an ordinance and moved its passage. The motion was
seconded by Councilmember ~S ~ i ~ D .The Ordinance was read by the City Secretary. The motion,
carrying with it the passage of the ordinance prevailed by a vote of ~ YEAS, ~ NAYS. The
ordinance as passed is as follows:
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/2/2008 -Ord. No. 18244-09-2008
DATE: Tuesday, September 02, 2008
LOG NAME: 13GOBONDS08
REFERENCE NO.: G-16263
SUBJECT:
Adopt Ordinance Providing for the Issuance of $49,650,000.00 of the General Purpose Bonds,
Series 2008, of the City of Fort Worth, Texas, Bearing Interest at the Rates Hereinafter Set Forth,
and Providing for the Levy, Assessment and Collection of a Tax Sufficient to Pay the Interest on
Said Bonds and to Create a Sinking Fund for the Redemption Thereof at Maturity; and Ordaining
Other Matters Related Thereto
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached ordinance providing for the issuance of $49,650,000.00, City of Fort Worth, Texas,
General Purpose Bonds, Series 2008, and approving the use of the "Form of Purchase Agreement,"
prepared in connection with the sale of the above state bonds; and
2. Authorize the $49,650,000.00, City of Fort Worth, Texas, General Purpose Bonds, Series 2008, be sold
to Bank of America at the interest rate of 4.64%.
DISCUSSION:
Voters authorized $273.5 million for the 2004 Bond Program and another $150 million for the 2008 Bond
Program. Proceeds from this sale will be used to fund projects from both programs, as spelled out below.
2004 Bond Program Proposition 1 - $27,560,000.00
Streets and Storm Sewer Improvements
2004 Bond Program Proposition 3 -Library System Improvements $4,090,000.00
2004 Bond Program Total $31,650,000.00
2008 Bond Program Proposition 1 -Streets and Related Improvements $18,000,000.00
Total Sale $49,650,000.00
Generally the City of Fort Worth will issue bonds and COs with a 20-year, equal principal term. Because of
extreme market conditions, this issue will be a 10-year term with a balloon payment at the end. On August
19, 2008, City Council approved M&C G-16240, which authorized an exception to the policy, allowing a
bond structured with a balloon payment at the end of the term.
It is anticipated that the closing and delivery of the funds will occur on October 7, 2008.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds will be available to make the debt service payments on these
Logname: 13GOBONDS08 Page 1 of 2
obligations.
TO Fund/Account/Centers
Submitted for City Manager's Office b~
Originating Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
Karen Montgomery (6222)
Lena Ellis (8517)
James Mauldin (2438)
Logname: 13GOBONDS08 Page 2 of 2
ORDINANCE NO. 1$~ -08-2008
PROVIDING FOR THE ISSUANCE OF FORTY-NINE MILLION SIX
HUNDRED AND FIFTY THOUSAND DOLLARS ($49,650,000) OF THE
GENERALPURPOSE BONDS, SERIES 2008, OF THE CITY OF FORT WORTH,
TEXAS, BEARING INTEREST AT THE RATES HEREINAFTER SET FORTH,
AND PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF
A TAX SUFFICIENT TO PAY THE INTEREST ON SAID BONDS AND TO
CREATE A SINKING FUND FOR THE REDEMPTION THEREOF AT
MATURITY; AND ORDAINING OTHER MATTERS RELATED THERETO
WHEREAS, it is deemed advisable and in the best interest of the City of Fort Worth (the
"City" or the "Issuer"} that certain general purpose bonds authorized at elections previously held in said
City be combined in a single issue and sold at this time, the dates of election, amount of bonds
authorized thereat, purpose, amount of bonds previously sold, and the amount now to be sold being
as follows:
DATE OF
ELECTION
AMOUNT
AUTHORIZED PURPOSE
AMOUNT AMOUNT
PREVIOUSLY SOLD NOW OFFERED
May 22, 1982 $ 77,285,000 Street Improvements $77,050,000 $ -0-
March 22, 1966 16,650,000 Park & Rec. Improvements 16,647,000 -0-
February 7, 2004 232,900,000 Street Improvements 120,105,000 27,560,000
February 7, 2009 21,615,000 Park ~ Rec. Improvements 15,000,000 -0-
February 7, 2004 9,490,000 Library Improvements 400,000 9,090,000
May 10, 2 008 150,000,000 Street Improvements -0- 18,000,000
$ 502,990,000 $229,202,000 $99,650,000
WHEREAS, the bonds hereinafter authorized to fund the projects hereinafter described are
to be issued and delivered pursuant to the laws of the State of Texas, including specifically Chapter
1331, Texas Government Code; and
WI AREAS, it is deemed advisable and to the best interest of the City that the bonds to be sold
pursuant to the aforesaid elections be sold at this time, pursuant to the laws of the State of Texas.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS:
1. That the bond or bonds of the City of Fort Worth, Texas (the "City" or the "Issuer") to be
called "General Purpose Bonds, Series 2008" (the "Bonds" or the "Series 2008 Bonds"), be issued under
and by virtue of the Constitution and laws of the State of Texas and the Charter of the City in the
aggregate principal amount of Forty-Nine Million Six Hundred Fifty Thousand Dollars (49,650,000)
for the purpose of (i) constructing permanent street improvements and storm sewer improvements
related to such street improvements (2004 and 2008 elections) and library improvements, and (ii) paying
the costs of issuance associated with the issuance of the Series 2008 Bonds, all in accordance with the
bond propositions approved at the February 7, 2004 and May 10, 2008 bond elections.
2. That the Series 2008 Bonds shall be dated September 1, 2008, shall be in the denomination
of $5,000 each, or any integral multiple thereof, shall be numbered consecutively from R-1 upward, and
shall mature on March 1, 2018.
3. (a) That the Series 2008 Bonds shall not be subject to redemption prior to maturity at the
option of the City.
(b) The Series 2008 Bonds are subject to mandatory sinking fund redemption prior to their
scheduled maturity, in the manner provided in the FORM OF BOND.
(c) The City shall cause notice of anp redemption of Series 2008 Bonds to be given in the
manner provided in the FORM OF BOND. By the date fixed for any such redemption, due provision
shall be made with the Paying Agent/Registrar for the payment of the required redemption price for
the Series 2008 Bonds or the portions thereof which are to be so redeemed, plus accrued interest
thereon to the date fixed for redemption. If such notice of redemption is given (to the extent notice
is required to be given), as provided in the FORM OF BOND, and if due provision for such payment
is made, all as provided above, the Series 2008 Bonds or the portions thereof which are to be so
redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not
bear interest after the date fixed for their redemption, and shall not be regarded as being outstanding
except for the right of the registered owner to receive the redemption price plus accrued interest to the
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date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such
payment. The Paying Agent/Registrar shall record in the registration books all such redemptions of
principal of the Series 2008 Bonds or any portion thereof. If a portion of any Series 2008 Bond shall
be redeemed a substitute Series 2008 Bond or Series 2008 Bonds havingthe same maturity date, bearing
interest at the same rate, in any denomination or denominations in any integral multiple of X5,000, at
the written request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in this Ordinance.
4. That the Series 2008 Bonds shall bear interest at the rate of 4.64% per annum. Interest on
the Series 2008 Bonds shall be calculated on the basis of a 360-dap year consisting of twelve 30-day
months, and shall be payable to the registered owner of any such Series 2008 Bond in the manner
provided and on the dates stated in the FORM OF BOND.
5. (a) That the City shall keep or cause to be kept at the designated corporate trust office in
Fort Worth, Texas (the "Designated Trust Office") of Wells Fargo Bank, National Association (the
"Paying Agent/Registrar"), or such other bank, trust company, financial institution, or other agency
named in accordance with the provisions of (~ below, books or records of the registration and transfer
of the Series 2008 Bonds (the "Registration Books"), and the City hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
transfers and registrations under such reasonable regulations as the City and Paying Agent/Registrar
may prescribe; and the PayingAgent/Registrar shall make such transfers and registrations as herein pro-
vided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and
record in the Registration Books the address of such registered owner of each bond to which payments
with respect to the Series 2008 Bonds shall be mailed, as herein provided. The City or its designee shall
have the right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confi-
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dential and, unless otherwise required by law, shall not permit their inspection by any other entity.
Registration of each Series 2008 Bond may be transferred in the Registration Books only upon
presentation and surrender of such bond to the PayingAgent/Registrar for transfer of registration and
cancellation, together with proper written instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such bond, or any
portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of
such assignee or assignees to have such bond or any such portion thereof registered in the name of
such assignee or assignees. Upon the assignment and transfer of any Series 2008 Bond or any portion
thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein
provided.
(b) The entity in whose name any Series 2008 Bond shall be registered in the Registration
Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance,
whether such bond shall be overdue, and the City and the Paying Agent/Registrar shall not be affected
by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and
interest on any such bond shall be made only to such registered owner. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or
sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for
paying the principal of and interest on the Series 2008 Bonds, and to act as its agent to exchange or
replace Series 2008 Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep
proper records of all payments made by the City and the Paying Agent/Registrar with respect to the
Series 2008 Bonds, and of all exchanges thereof, and all replacements thereof, as provided in this
Ordinance.
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(d) Each Series 2008 Bond may be exchanged for fully registered bonds in the manner set forth
herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed
principal amount thereof, may, upon surrender thereof at the Designated Trust Office of the Paying
Agent/Registrar, togetherwith awritten request therefor duly executed by the registered owner or the
assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee
of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such
assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons,
in the form prescribed in the FORM OF BOND, in the denomination of X5,000, or any integral
multiple thereof (subject to the requirement hereinafter stated that each substitute bond shall have a
single stated maturity date), as requested in writing by such registered owner or such assignee or
assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Series
2008 Bond or Series 2008 Bonds so surrendered, and payable to the appropriate registered owner,
assignee, or assignees, as the case maybe. If a portion of any Series 2008 Bond shall be redeemed prior
to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date,
bearing interest at the same rate, in the denomination or denominations of any integral multiple of
$5,000 at the request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for
cancellation. If any Series 2008 Bond or portion thereof is assigned and transferred, each bond issued
in exchange therefor shall have the same principal maturity date and bear interest at the same rate as
the bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to
distinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace Series 2008
Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or re-
placement ofany Series 2008 Bond or portion thereof as permitted or required by any provision of this
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Ordinance shall constitute one of the Series 2008 Bonds for all purposes of this Ordinance, and may
again be exchanged or replaced. It is specifically provided, however, that any Series 2008 Bond
delivered in exchange for or replacement of another Series 2008 Bond prior to the first scheduled
interest payment date on the Series 2008 Bonds (as stated on the face thereof shall be dated the same
date as such Series 2008 Bond, but each substitute bond so delivered on or after such first scheduled
interest payment date shall be dated as of the interest payment date preceding the date on which such
substitute bond is delivered, unless such substitute bond is delivered on an interest payment date, in
which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery
of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then
such substitute bond shall be dated as of the date to which such interest has been paid in full. On each
substitute bond issued in exchange for or replacement of any Series 2008 Bond or Series 2008 Bonds
issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication
Certificate, in the form hereinafter set forth in the FORM OF BOND (the "Authentication
Certificate"). An authorized representative of the Paying Agent/Registrar shall, before the delivery of
any such substitute bond, date such substitute bond in the manner set forth above, and manually sign
and date the Certificate, and no such substitute bond shall be deemed to be issued or outstanding
unless the Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Series 2008
Bonds 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 fore-
going exchange or replacement of any Series 2008 Bond or portion hereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds in the
manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange
or replacement of any Series 2008 Bond as aforesaid is hereby imposed upon the Paying
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Agent/Registrar, and, upon the execution of the Authentication Certificate, the exchanged or replaced
bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the
Series 2008 Bonds which originally were delivered pursuant to this Ordinance, approved by the
Attorney General, and registered by the Comptroller of Public Accounts. Neither the City nor the
Paying Agent/Registrar shall be required (1) to issue, transfer, or exchange any bond during a period
beginning at the opening of business 30 days before the day of the first mailing of a notice of
redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer
or exchange any bond so selected for redemption in whole when such redemption is scheduled to
occur within 30 calendar days.
(e) .All Series 2008 Bonds issued in exchange or replacement of any other Series 2008 Bond or
portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal
of and interest on such Series 2008 Bonds to be payable only to the registered owners thereof, (ii) may
be redeemed prior to their scheduled maturities, (iii) maybe transferred and assigned, (iv) map be ex-
changed for other Series 2008 Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed,
and (vii) the principal of and interest on the Series 2008 Bonds shall be payable, all as provided, and in
the manner required or indicated, in the FORM OF BOND.
(f) The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges
for making transfers of Series 2008 Bonds, but the registered owner of any Series 2008 Bond requesting
such transfer shall pay any taxes or other governmental charges required to be paid with respect
thereto. The registered owner of any Series 2008 Bond requesting any exchange shall pay the Paying
Agent/Registrar's reasonable and standard or customary fees and charges for exchangingany such bond
or portion thereof, together with any taxes or governmental charges required to be paid with respect
thereto, all as a condition precedent to the exercise of such privilege of exchange, except, however, that
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in the case of the exchange of an assigned and transferred bond or bonds or any portion or portions
thereof in any integral multiple of X5,000, and in the case of the exchange of the unredeemed portion
of a Series 2008 Bond which has been redeemed in part prior to maturity, as provided in this
Ordinance, such fees and charges will be paid by the City. In addition, the City hereby covenants with
the registered owners of the Series 2008 Bonds that it 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 the Series 2008 Bonds, when due, and (ii) pay the fees and charges
of the Paying Agent/Registrar for services with respect to the transfer or registration of Series 2008
Bonds solely to the extent above provided, and with respect to the exchange of Series 2008 Bonds
solely to the extent above provided.
(g) The City covenants with the registered owners of the Series 2008 Bonds that at all times
while the Series 2008 Bonds are outstanding the City 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 Series 2008 Bonds under this Ordinance, and that the Paying Agent/Registrar
will be one entity. The City reserves the right to, and map, at its option, change the Paying
Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. In the event
that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or
other method) should resign or otherwise cease to act as such, the City covenants that promptly it will
appoint a competent and legally qualified national or state banking institution which shall be a
corporation organized and doing business under the laws of the United States of America or of any
state, authorized under such laws to exercise trust powers, subject to supervision or examination by
federal or state authority, and whose qualifications substantially are similar to the previous Paying
Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the
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Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereo~, alongwith all other pertinent books and records relating to the
Series 2008 Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon
any change in the Paying Agent/Registrar, the City promptly will cause awritten notice thereof to be
sent by the new Paying Agent/Registrar to each registered owner of the Series 2008 Bonds, by United
States mail, first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall
be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance
shall be delivered to each Paying Agent/Registrar.
(h) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Ordinance, shall contain a description of the Series 2008 Bonds to be redeemed, including the
complete name of the Series 2008 Bonds, the series, the date of issue, the interest rate, the maturity
date, the CUSTP number, if any, 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 Agent/Registrar
and the address at which the Series 2008 Bond map be redeemed, including a contact person and
telephone number. All redemption payments made by the Paying Agent/Registrar to the registered
owners of the Series 2008 Bonds shall include CUSTP numbers relating to each amount paid to such
registered owner.
(i) With respect to the Series 2008 Bonds, 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 Service (i) the amount of "reportable payments", if any, subject to backup
withholding during each year and the amount of tax withheld, if any, with respect to payments of the
Series 2008 Bonds, and (ii) the amount of interest or amount treated as interest on the Series 2008
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Bonds and required to be included in the gross income of the Registered Owner thereof.
6. That the form of all Series 2008 Bonds, including the form of the Comptroller's Registration
Certificate to accompany the Series 2008 Bonds on the initial delivery thereof, the form of the
Authentication Certificate, and the Form of Assignment to be printed on each of the Series 2008
Bonds, shall be, respectively, substantially as set forth in Exhibit A to this Ordinance, with such
appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. Upon
the delivery of the Series 2008 Bonds to the Purchaser (as defined in Section 10(e) of this Ordinance),
the Paying Agent/Registrar shall complete the "Date of Delivery" on each of the Series 2008 Bonds.
7. (a) That a special fund or account, to be designated the "City of Fort Worth, Texas Series
2008 General Purpose Bonds Interest and Redemption Fund" (the "Interest and Redemption Fund")
is hereby created and shall be established and maintained by the City. 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 Series 2008 Bonds. All taxes levied and collected
for and on account of the Series 2008 Bonds shall be deposited, as collected, to the credit of the
Interest and Redemption Fund. During each year while any of the Series 2008 Bonds is outstanding
and unpaid, the City Council of the City shall compute and ascertain the rate and amount of ad valorem
tax, based on the latest approved tax rolls of the City, with full allowances being made for tax
delinquencies and costs of tax collections, which will be sufficient to raise and produce the money
required to pap the interest on the Series 2008 Bonds as such interest comes due, and to provide a
sinking fund to pay the principal (including mandatory sinking fund redemption payments, if any) of
the Series 2008 Bonds as such principal matures, but never less than 2% of the outstanding principal
amount of the Series 2008 Bonds as a sinking fund each year. Said rate and amount of ad valorem tax
is hereby ordered to be levied and is hereby levied against all taxable property in the City for each year
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while any of the Series 2008 Bonds is 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 Series 2008 Bonds, as such
interest comes due, and such principal matures or comes due through operation of the mandatory
sinking fund redemption, if any, as provided in the FORM OF BOND, are hereby pledged for such
purpose, within the limit prescribed by law. There shall be appropriated from the General Fund of the
City for deposit into the Interest and Redemption Fund moneys as map be necessary to pay the first
scheduled interest payments on the Series 2008 Bonds.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Series 2008 Bonds
and the pledge of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is
therefore valid, effective, and perfected. If Texas law is amended at any time while the Series 2008
Bonds are outstanding and unpaid such that the pledge of ad valorem taxes made by the City under
Section 7(a) of this Ordinance 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 Series 2008 Bonds the
perfection of the security 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.
8. (a) That in the event any outstanding Series 2008 Bond is damaged, mutilated, lost, stolen,
or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond
of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or
destroyed Series 2008 Bond, in replacement for such Series 2008 Bond in the manner hereinafter pro-
vided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Series 2008
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Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a
Series 2008 Bond, the applicant for a replacement bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them harmless
from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a
Series 2008 Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence
to their satisfaction of the loss, theft, or destruction of such Series 2008 Bond, as the case map be. In
every case of damage or mutilation of a Series 2008 Bond, the applicant shall surrender to the Paying
Agent/Registrar for cancellation the Series 2008 Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, in the event any such Series 2008
Bond shall have matured, and no default has occurred which is then continuing in the payment of the
principal of, redemption premium, if any, or interest on the Series 2008 Bond, the City may authorize
the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series
2008 Bond) instead of issuing a replacement Series 2008 Bond, provided security or indemnity is fur-
nished as above provided in this Section.
(d) Prior to the issuance of any replacement bond, the PayingAgent/Registrar shall charge the
owner of such Series 2008 Bond with all legal, printing, and other expenses in connection therewith.
Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any
Series 2008 Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City
whether or not the lost, stolen, or destroyed Series 2008 Bond shall be found at any time, or be
enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and
proportionately with any and all other Series 2008 Bonds duly issued under this Ordinance.
(e) In accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance
shall constitute authority for the issuance of any such replacement bond without necessity of further
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action by the governing body of the City or any other body or person, and the duty of the replacement
of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, subject to the
conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall
authenticate and deliver such bonds in the form and manner andwith the effect, as provided in Section
5(d) of this Ordinance for Series 2008 Bonds issued in exchange for other Series 2008 Bonds.
9. That the Mayor, the City Secretary, the City Manager, any Assistant City Manager or the
Chief Financial Officer of the City, the Director of Finance, and all other officers, employees, and
agents of the City, and each of them, shall be and they are hereby expressly authorized, 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 herein mentioned, as may be necessary or desirable in order to carry out the
terms and provisions of this Ordinance or the Series 2008 Bonds. In case any officerwhose signature
appears on any Series 2008 Bond shall cease to be such officer before the delivery of such Series 2008
Bond, 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. The City Manager of the City or the designee thereof is
hereby authorized to have control of the Series 2008 Bonds and all necessary records and proceedings
pertaining to the Series 2008 Bonds pending their delivery and their investigation, examination and
approval by the Attorney General of the State of Texas, and their registration by the Comptroller of
Public Accounts of the State of Texas. Upon registration of the Series 2008 Bonds, said Comptroller
of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign
the Comptroller's Registration Certificate accompanying the Series 2008 Bonds, and the seal of said
Comptroller shall be impressed, or placed in facsimile, on each such certificate. 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 Series 2008 Bonds, in the amount
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determined in accordance with the provisions of Section 1202.004, Texas Government Code.
10. (a) That the sale of the Series 2008 Bonds to Bank of America, N.A. ("BOA" or the
"Purchaser"), at the purchase price set forth in the hereinafter defined Purchase Agreement, is hereby
authorized, ratified and confirmed. It is hereby officially found, determined and declared that such
Series 2008 Bonds were sold at terms that were the most advantageous reasonably obtained.
(b) The Series 2008 Bonds shall be sold to BOA pursuant to the terms of a purchase agreement
between the City and BOA (the "Purchase Agreement"), in substantially the form attached to this
Ordinance as Exhibit B. The City Manager is authorized to execute the Purchase Agreement on behalf
of the City.
11. That the Issuer covenants to take any action to assure, or refrain from any action which
would adversely affect, the treatment of the Series 2008 Bonds as obligations described in section 103
of the Internal Revenue Code of 1986 (the "Code"), the interest on which is not includable in the
"gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the
Issuer covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of
the Series 2008 Bonds or the projects financed therewith (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 Series 2008 Bonds, in contra-
vention 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 Series 2008 Bonds
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or the projects financed therewith (less amounts 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(6)(3) of the Code, to the governmental
use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Series 2008 Bonds (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 Series
2008 Bonds 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 Series 2008 Bonds
being "federally guaranteed" within the meaning of section 149(6) of the Code;
(~ to refrain from using any portion of the proceeds of the Series 2008 Bonds,
directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section 148(6)(2) of the Code) which produces a
materially higher yield over the term of the Series 2008 Bonds, other than investment property
acquired with --
(1) proceeds of the Series 2008 Bonds invested far a reasonable temporary
period of 3 years or less until such proceeds are needed for the purpose for which the
bonds 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
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fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Series 2008 Bonds;
(g) to otherwise restrict the use of the proceeds of the Series 2008 Bonds or
amounts treated as proceeds of the Series 2008 Bonds, as map be necessary, so that the Series
2008 Bonds do not otherwise contravene the requirements of section 148 of the Code (relating
to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance
refundings); and
' (h) to pay to the United States of .America at least once during each five-year period
(beginning on the date of delivery of the Series 2008 Bonds) an amount that is at least equal to
90 percent of the "Excess Earnings",within the meaning of section 1480 of the Code and to
pap to the United States of America, not later than 60 daps after the Series 2008 Bonds have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(1) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term
"proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of
a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior
to the date of the issuance of the Series 2008 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 Series 2008 Bonds, the Issuer will not be required to comply with any covenant
contained herein to the extent that such failure to comply, in the opinion ofnationally-recognized bond
counsel, will not adversely affect the exemption from federal income taxation of interest on the Series
2008 Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter
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promulgated which impose additional requirements which are applicable to the Series 2008 Bonds, 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 from federal income taxation of interest
on the Bonds under section 103 of the Code. In furtherance of the foregoing, each of the Mayor, the
City Manager, any Assistant City Manager, the Chief Financial Officer of the City and the Director of
Finance may execute any certificates or other reports required by the Code and to make such elections,
on behalf of the City, which maybe permitted by the Code as are consistent with the purpose for the
issuance of the Bonds.
In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby
established by the City for the sole benefit of the United States of America, and such Rebate Fund shall
not be subject to the claim of any other person, including without limitation the registered owners of
the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148
of the Code.
12. That the Issuer covenants to account for the expenditure of proceeds from the sale of the
Series 2008 Bonds and any investment earnings thereon to be used for the purposes described in clause
(i) of Section 1 of this Ordinance (each such purpose referred to herein and Section 13 hereof as a
"Project") on its books and records by allocating proceeds to expenditures within 18 months of the
later of the date that (a) the expenditure on a Project is made or (b) each such Project is completed.
The foregoing notwithstanding, the Issuer shall not expend such proceeds or investment earnings more
than 60 daps after the later of (a) the fifth anniversary of the date of delivery of the Series 2008 Bonds
or (b) the date the Series 2008 Bonds are retired, unless the Issuer obtains an opinion of nationally-
recognized bond counsel substantially to the effect that such expenditure will not adversely affect the
tax-exempt status of the Series 2008 Bonds.
13. That the Issuer covenants that the property constituting a Project will not be sold or
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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-recognized bond counsel substantially to the effect
that such sale or other disposition will not adversely affect the tax-exempt status of the Series 2008
Bonds. For purposes of this Section, the portion of the property comprising personal property and
disposed of in the ordinary course of business shall not be treated as a transaction resulting in the
receipt of cash or other compensation. For purposes of this Section, the Issuer shall not be obligated
to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the
effect that such failure to comply will not adversely affect the excludability for federal income tax
purposes from gross income of the interest.
14. (a) Definitions. That as used in this Section, the following terms have the meanings ascribed
to such terms below:
"MAC' means the Municipal Advisory Council of Texas.
"MSRB" means the Municipal Securities Rulemaking Board.
"NBMSIR" means 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.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC' means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
(b) Annual Reports. (i) The City shall provide annually to each NRMSIR and any SID, within
six months 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
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described in Exhibit C hereto, or such other accounting principles as the City may be required to
employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions
an audit of such statements and the audit is completed within the period during which they must be
provided. If the audit of such financial statements is not complete within such period, then the City
shall provide unaudited financial statements by the required time, and shall provide audited financial
statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report
on such statements becomes available.
(ii) 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 maybe set forth in full in one
or more documents or maybe 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.
(c) MaterialEventNotice.r. 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 Series 2008 Bonds, 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 Series
2008 Bonds;
7. Modifications to rights of holders of the Series 2008 Bonds;
8. Series 2008 Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Series 2008
Bonds; and
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11. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure
by the City to provide financial information or operating data in accordance with subsection (b) of this
Section by the time required by such subsection. .Any filing under this Section map 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.
(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 Series 2008 Bonds within the meaning of the Rule, except
that the City in any event will give notice of any deposit made in accordance with this Ordinance or
applicable law that causes any Series 2008 Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Series 2008 Bonds, 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 maybe 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 Series 2008
Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITYBE LIABLE TO THE HOLDER
OR BENEFICLAL OWNER OF ANY SERIES 2008 BOND OR ANY OTHER PERSON, IN
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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 observing 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) The provisions of this Section maybe 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 Series 2008 Bonds
in the primary offering of the Series 2008 Bonds in compliance with the Rule, taking into account any
amendments or interpretations of the Rule since such offering as well as such changed circumstances
and (2) either (a) the holders of a 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 Series 2008 Bonds consent to such amendment or (b) a person that is unaffiliated with the
City (such as nationally recognized bond counsel) determines that such amendment will not materially
impair the interest of the holders and beneficial owners of the Series 2008 Bonds. If the City so
amends the provisions of this Section, it shall include with any amended financial information or
operating data next provided in accordance with subsection (b) of this Section an explanation, in
_21_
narrative form, of the reason for the amendment and of the impact of any change in the type of
financial information or operating data so provided. The City may also amend or repeal the provisions
of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the
Rule or a court of final 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 Series 2008 Bonds in the primary offering of the Series 2008 Bonds.
15. That interest earnings derived from the investment of proceeds from the sale of the
Series 2008 Bonds maybe used along with other available bond proceeds for the construction of the
permanent improvements set forth in clause (i) of Section 1 hereof for which the Series 2008 Bonds
are issued or for the payment of debt service on the Series 2008 Bonds; 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 bond proceeds which are required to be rebated to the United States of
America pursuant to Section 11 hereof in order to prevent the Series 2008 Bonds from being
arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this
Section.
16. That should the terms of the Purchase Agreement so provide, the Series 2008 Bonds
initially may be issued and delivered in such manner that no physical distribution of the Series 2008
Bonds will be made to the public, and The Depository Trust Company ("DTC"), New York, New
York, initially may act as depository for the Series 2008 Bonds. 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 noway verifies, such representations. The definitive
Series 2008 Bonds delivered to the Purchaser may be registered in the name of CEDE & CO., the
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nominee of DTC, if the terms of the Purchase Agreement so provide. DTC map hold the Series 2008
Bonds on behalf of the Purchaser. So long as each Series 2008 Bonds is registered in the name of
CEDE & CO., the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if
it were the actual and beneficial owner thereof. DTC may maintain abook-entry system which will
identify ownership of the Series 2008 Bonds in integral amounts of $5,000, with transfers of ownership
being effected on the records of DTC and its participants pursuant to rules and regulations established
by them, and that, if the terms of the Purchase Agreement so provide, the Series 2008 Bonds initially
deposited with DTC shall be immobilized and not be further exchanged for substitute Series 2008
Bonds except as hereinafter provided. The City is not responsible or liable for any functions of DTC,
will not be responsible for paying any fees or charges with respect to 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 Series 2008 Bonds..- Should the terms of the
Purchase Agreement so provide, 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 Series 2008 Bonds, and
the method of paying the fees and charges of DTC. The City does not represent, nor does it in any
way covenant that any book-entry system established with DTC will be maintained in the future. If
for any reason should any of the originally delivered Series 2008 Bonds duly file with the Paying
Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance,
substitute Series 2008 Bonds 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 Series 2008 Bonds.
Shouldthere beestablished abook-entry systemwith DTC, the City heretofore has executed a "Blanket
Letter of Representations" prepared by DTC in order to implement the book-entry system described
above.
17. (a) Defeared Bonds. That any Series 2008 Bond and the interest thereon shall be deemed to
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be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance,
except to the extent provided in subsection (d) of this Section, when payment of the principal of such
Series 2008 Bond, plus interest thereon to the due date (whether such due date be by reason of maturity
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 on or before such due date by irrevocably depositingwith
or making available to the Paying Agent/Registrar in accordance 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 Securities that mature as to principal
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 Bonds shall
have become due and payable. At such time as a Series 2008 Bond shall be deemed to be a Defeased
Bond hereunder, as aforesaid, such Series 2008 Bond 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 Securities. Notwithstanding any other provision of this Ordinance to the
contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is made in
conjunction with the payment arrangements specified in subsection 17(a)(i) or (ii) shall not be
irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer
expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of the
reservation of that right to the owners of the Defeased Bonds 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 Paying
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Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that is not required for the payment of the Series
2008 Bonds 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 Securities are held for the payment of
Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys
in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsection 17(a)(i) or (ii). All income from such Defeasance Securities
received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds,
with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited
as directed in writing by the Issuer.
(c) Defeasance Securities Defined. The term "Defeasance Securities" means (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 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 A.AA or its
equivalent.
(d) Paying Agent/Registrar Services. Until all Defeased Bonds shall have become due and
-25-
payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such
Defeased Bonds 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.
(e) Selection ofBonds forDefeasance. In the event that the Issuer elects to defease less than all
of the principal amount of Series 2008 Bonds of a maturity, the Paying Agent/Registrar shall select, or
cause to be selected, such amount of Series 2008 Bonds by such random method as it deems fair and
appropriate.
18. (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 Series 2008
Bonds 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 performwhich materially, adversely affects the rights of the
registered owners of the Series 2008 Bonds, including, but not limited to, their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation thereof for a
period of 60 daps 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 in every case, any registered
owner or an authorized representative thereof, including, but not limited to, a trustee or
trustees therefor, may proceed against the City, or any official, officer or employee of the City
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 proceedingin equity
or at law, in any court of competent jurisdiction, for any relief permitted by law, including the
specific performance of any covenant or agreement contained herein, or thereby to enjoin any
-2G-
act or thing that may be unlawful or in violation of any right of the registered owners hereunder
or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all registered owners of Series 2008 Bonds then outstanding.
(c) Kemedies 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
in addition to every other remedy given hereunder or under the Series 2008 Bonds or now or
hereafter existing at law or in equity; provided, hoaa~ever, that notwithstanding any other provision
of this Ordinance, the right to accelerate the debt evidenced by the Series 2008 Bonds 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 Series 2008 Bond authorized under this Ordinance,
such registered owner 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 trustees of the 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 with any liability,
or be held personally liable 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.
19. That the proceeds from the sale of the Series 2008 Bonds shall be deposited with the City
-2~-
depository bank and used to fund the permanent improvements described in clause (i) of Section 1 of
this Ordinance. The foregoing notwithstanding, proceeds representing accrued interest on the Series
2008 Bonds, if any, shall be deposited to the credit of the Interest and Redemption Fund.
20. That for all purposes of this 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 awhole and not to any particular Section or other subdivision. Exceptwhere
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 described herein. Any reference to "FORM OF BOND" shall refer to the form of the
Bonds set forth in Exhibit A to this Ordinance. The titles and headings of the 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. 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.
21. That all ordinances and resolutions or parts thereof in conflict herewith are hereby
repealed.
22. That in accordance with the provisions of Section 1201.028, Texas Government Code, this
Ordinance shall be effective immediately upon its adoption by the City Council.
23. That it is hereby officially found and determined that the meeting at which this Ordinance
-zs-
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.
City of Fort Worth, Texas
AP OVED AS TO FORM AND LEGALITY:
~ri~ ,
City Attorney, City of rt Worth, Texas
(SEAL)
-29-
EXHIBIT A
NO.
FORM OF BOND
$49,650,000
UNITED STATES OF AIviERICA
STATE O F TEXAS
COUNTIES OF TARRANT AND DENTON
CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE BOND
SERIES 2008
MATURITY DATE INTEREST RATE DATE OF DELIVERY CUSIP
March 1, 2018 4.64%
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
or to the registered assignee hereof (either being hereinafter
called the "registered owner") the principal amount of:
FORTY-NINE MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS
and to pay interest thereon, from the Date of Delivery specified above, to the maturity date specified
above, or the date of its redemption prior to scheduled maturity, at the rate of interest per annum
specified above, with said interest being payable on March 1, 2009, and semiannually on each
September 1 and March 1 thereafter; except that if the PayingAgent/Registrar's Authentication Certif-
icate appearing on the face of this Bond is dated later than March 1, 2009, such interest is payable semi-
annually on each September 1 and March 1 following such date. Interest on this Band shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of.America, without exchange or collection charges. The principal of this Bond shall be
paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
redemption prior to maturity at the designated corporate trust office in Fort Worth, Texas (the
"Designated Payment Office"), of Wells Fargo Bank, National Association, which is the "Paying
Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying
Agent/Registrar at the close of business on the 15th day of the month next preceding such interest
payment date 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 to be on deposit with the PayingAgent/Reg-
istrar for such purpose as hereinafter provided; and such check 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 appears on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or upon redemption
of this Bond prior to maturity as provided herein shall be paid to the registered owner upon
presentation and surrender of this Bond for redemption and payment at the Designated Payment
Office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond
that no later than each principal payment and/or interest payment date for this Bond it will make
available to the Paying Agent/Registrar from the Interest and Redemption Fund as defined by the
ordinance authorizing the Bonds (the "Ordinance") the amounts required to provide for the payment,
in immediately available funds, of all principal of and interest on the Bonds, when due.
IN THE EVENT OF ANON-PAYIVLENT 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 daps after the Special Record Date)
shall be sent at least five business days prior to the Special Record Date by United States mail, first class
postage prepaid, to the address of each registered owner of a Bond appearing on the registration books
of the Paying Agent/Registrar at the close of business on the last business dap next preceding the date
of mailing of such notice.
IF TI-~ DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a dap on which banking institutions in the city where the Designated
Payment 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.
Notwithstandingtbe foregoing, during any period in which ownership of the Bonds is determined only
by a book entry at a securities depository for the Bonds, any payment to the securities depository, or
its nominee or registered assigns, shall be made in accordance with existing arrangements between the
Issuer and the securities depository.
THIS BOND is one of a Series of Bonds of like tenor and effect except as to number, principal
amount, interest rate, maturity .and option of redemption, dated September 1, 2008, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of $49,650,000,
forthe followingpurposes, to-wit, constructingpermanent street and storm sewer improvements (2004
and 2008 elections), and library improvements; and to pay the costs incurred in connection with the
issuance of the Bonds.
THE BONDS are not subject to redemption at the option of the Issuer prior to their
scheduled maturity. The Bonds are subject to mandatory redemption in part by lot pursuant to the
terms of the Ordinance, on March 1 in each of the pears 2009 through 2018, in the following years and
in the following amounts, at a price equal to the principal amount thereof and accrued and unpaid
interest to the date of redemption, without premium:
YEARS AMOUNTS (~~ YEARS AMOUNTS ($~
2009 7,160,000 2014 2,240,000
2010 2,240,000 2015 2,235,000
2011 2,240,000 2016 2,235,000
2012 2,240,000 2017 2,235,000
2013 2,240,000 2018* 24,585,000
* Final Maturity
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 Bond or a portion thereof being 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 and (b) notice of such redemption either shall be published one (1) time in or posted
electronically on the website of a financial journal or publication of general circulation in the United
States of America or the State of Texas caxrying as a regular feature notices of municipal bonds called
for redemption; provided, however, that the failure to send, mail, or receive such notice described in
(a) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or
effectiveness of the proceedings for the redemption of any Bond; and provided, further, that no such
notice shall be required to be given if Bank of America, N.A., is the owner of the 100% of the
outstanding principal amount of the Bonds. By the date fixed for any such redemption due provision
shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required
redemption price for this Bond or the portion hereof which is to be so redeemed, plus accrued interest
thereon to the date fixed for redemption. If such notice of redemption is given (unless otherwise as
provided in the case of the Purchaser being the owner of 100% of the outstanding principal amount
of the Bonds), and if due provision for such payment is made, all as provided above, this Bond, or the
portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior to its
scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall not be
regarded as being outstanding except for the right of the registered owner to receive the redemption
price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of
the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration
Books all such redemptions of principal of this Bond or any portion hereof. If a portion of any Bond
shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the
same rate, in any denomination or denominations in any integral multiple of $5,000, at the written
request of the registered owner, and in aggregate principal amount equal to the unredeemed portion
thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the
expense of the Issuer, all as provided in the Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this
Bond, or any unredeemed portion hereof, map, at the request of the registered owner or the assignee
or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of
fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee,
or assignees, as the case maybe, having the same maturity date, and bearing interest at the same rate,
in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee, or assignees, as the case map be, upon surrender of this Bond
to the Paying Agent/Registrar at its Designated Trust Office (as defined in the Ordinance) for
cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other
requirements for such assignment and transfer, this Bond must be presented and surrendered to the
Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee
of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any
portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name
or names this Bond or any such portion or portions hereof is or are to be transferred and registered.
The form of Assignment printed or endorsed on this Bond maybe 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 map be used to evidence the assignment of this
Bond or any portion or portions hereof from time to time by the registered owner. The one requesting
such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and
charges for exchanging any Bond or portion thereof. The foregoing notwithstanding, in the case of
the exchange of a portion of a Bond which has been redeemed prior to maturity, as provided herein,
and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or
portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. In
any circumstance, any taxes or governmental charges required to be paid with respect thereto shaIl be
paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the
exercise of such privilege. In any circumstance, neither the Issuer nor the Paying Agent/Registrar shall
be required (1) to make any transferor exchange during a period beginning at the opening of business
30 days before the day of the first mailing of a notice of redemption of bonds and ending at the close
of business on the dap of such mailing, or (2) to transfer or exchange any Bonds so selected for
redemption when such redemption is scheduled to occur within 30 calendar daps.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements of the
securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series
of which it is a part, is duly authorized by law; that the bonds issued for the permanent improvements
heretofore described were approved by a vote of the resident, qualified electors of the City of Fort
Worth, Texas, voting at elections held for that purpose within said City on February 7, 2004 and Map
10, 2008; that all acts, conditions and things required to be done precedent to and in the issuance of
this series of bonds, and of this Bond, have been properly done and performed and have happened
in regular and due time, form and manner as required by law; that sufficient and proper provision for
the levy and collection of taxes has been made, which, when collected, shall be appropriated exclusively
to the payment of this Bond and the series of which it is a part; and that the total indebtedness of said
City of Fort Worth, Texas, including the entire series of bonds of which this is one, does not exceed
any constitutional, statutory or charter limitation.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and
provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official
minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of
this Bond and the Ordinance constitute a contract between each registered owner hereof and the
Issuer.
IN WITNESS WI-~REOF, this Bond has been signed with the manual or facsimile signature
of the Mayor of said City, attested with 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 in facsimile, on this Bond.
ATTEST:
City Secretary, City of Fort Worth, Texas
Mayor, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
x~o
City Attorney, City of Fort Worth, Texas
(SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in
conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of
an issue which originally was approved by the Attorney General of the State of Texas and registered
by the Comptroller of Public Accounts of the State of Texas.
Dated: WELLS FARGO BANK, NATIONAL ASSOCLATION,
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address, including
zip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the
books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration or
enlargement or anp change whatsoever.
* FORM OF COMPTROLLER'S CERTIFICATE (ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF)
OFFICE OF COMPTROLLER
STATE OF TEXAS
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accounts
of the State of Texas
(SEAL)
NOTE TO PRINTER:
*~not to be on bond
EXHIBIT B
FORM OF PURCHASE AGREEMENT
Exhibit C
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 14 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 NRMSIRand the SID its official statementwith 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 datawith 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 14 of this Ordinance
the City has agreed to annuallyupdate 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 14 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
THE STATE OF TEXAS
COUNTIES OF TAI~RANT 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 September 2, 2008, and
the Ordinance Authorizing the Issuance of General Purpose Bonds, 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 2nd day of September, 2008.
City Secretary of e
City of Fort Worth, Texas
(SEAL)