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HomeMy WebLinkAboutOrdinance 22721-05-2017 THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON,PARKER,WISE AND JOHNSON CITY OF FORT WORTH On the 16th day of May, 2017, 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: Betsy Price, Mayor Salvador Espino, Brian Byrd, Cary Moon, Gyna Bivens, fungus Jordan, Councilmembers, Dennis Shingleton, Kelly Allen Gray, Ann Zadeh, David Cooke, City Manager, Sarah J. Fullenwider, City Attorney, Mary J. Kayser City Secretary, Aaron Bovos, Chief Financial Officer thus constituting a quorum present; and after the City Council had transacted certain business, the following business was transacted, to-wit: Councilmember introduced an ordinance and moved its passage. The motion was seconded by Councilmember 5k,�e ordinance was read by the City Secretary. The motion, carrying with it the passage of the ordinance prevailed by a vote of_q YEAS,& NAYS. The ordinance as passed is as follows: ORDINANCE 4,;.4` , =65-2017 ORDINANCE AUTHORIZING ISSUANCE OF TAX NOTES OF THE CITY OF FORT WORTH, TEXAS IN THE PRINCIPAL AMOUNT OF $23,080,000; APPROVING THE SALE OF THE NOTES; PROVIDING FOR THE LEVY, ASSESSMENT AND COLLECTION OF A TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON SAID NOTES; AND ORDAINING OTHER MATTERS RELATED THERETO THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON 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 a home-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 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 $23,080,000 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 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;REDEMPTION. That the Notes shall be designated as the"City of Fort Worth, Texas Tax Notes, Series 2017". The Notes shall be dated June 1, 2017, shall be in Authorized Denominations, shall be numbered consecutively from R-1 upward, and shall mature on March 1, 2024. The Notes shall be subject to redemption at the option of the City on and after March 1,2018, in the manner provided in the FORM OF NOTE. The Notes shall be subject to mandatory sinking 1 fund redemption, in the manner provided in the FORM OF NOTE, on the dates and in the redemption amounts provided in the FORM OF NOTE. Section 3. NOTE PURCHASE AGREEMENT. That the Purchase Agreement in substantially the form attached to this Ordinance as Exhibit C 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 to the execution of the Purchase Agreement on behalf of the City. The foregoing provisions of this Section notwithstanding,the Authorized Representative shall not execute the Purchase Agreement unless the Purchaser has confirmed to the Authorized Representative that disclosure filings required in accordance with the provisions of Section 2252.908,Texas Government Code,have been made to the Texas Ethics Commission. Within 30 days of receipt of any such disclosure filing,the City will submit a copy of such filing to the Texas Ethics Commission. Section 4. INTEREST. That the Notes shall bear interest from their date of initial delivery to the Purchaser at the rate of 1.97%per annum. Interest on the Notes shall be payable in the manner provided and on the dates stated in the FORM OF NOTE. 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 Trust Office of the Paying Agent/Registrar the 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 calendar 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 by law,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. An authorized representative of the Paying Agent/Registrar shall,before the delivery of any 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/Registrar shall provide for the printing,execution,and delivery of the 2 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) Payment of Notes and Interest. The Issuer hereby further appoints the 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/Registrar with 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 cou- pons, 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) may be subject to redemption prior to their scheduled maturities,(iv)shall have the characteristics,(v)shall be signed, sealed, executed and authenticated,(vi) shall be payable as to principal and interest,and (vii) shall be administered and the Paying Agent/Registrar and 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 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 (the "Authentication Certificate"). (d) Substitute Paying Agent/Registrar. 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 to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar 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/Registrar designated 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/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. 3 Section 6. FORM OF NOTES. That the form of the Notes, including the form of the 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 this Ordinance. 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 deposi- tory bank of the Issuer 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 Issuer, and shall be used only for paying the interest on and principal of the Notes. Until ex- pended 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. 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 Note 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 Issuer,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 Issuer 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 Interest and Redemption Fund. 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 (whether through mandatory sinking fund redemption or upon maturity), are hereby pledged from the ad valorem taxes of the Issuer for such payment,within the limit prescribed by law. If sufficient ad valorem taxes have not been levied and 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.Notwithstanding the foregoing,if the City deposits or budgets to be deposited in the Interest and Redemption Fund any other revenues, income or resources in advance of the time when ad valorem taxes are scheduled to be levied for any year,then the amount of taxes which otherwise would have been required to be levied may be reduced to the extent and by the amount then on deposit or budgeted to be deposited in the Interest and Redemption Fund. Section 8. CHAPTER 1208, GOVERNMENT CODE, APPLIES TO THE NOTES. That 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. 4 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, 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 or 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 effect 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 capital account and used to pay contractual obligations incurred or to be incurred in connection with the Projects. 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 by law, 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 extent not 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 Notes. 5 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, the City Secretary, and each Authorized Representative is 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 comply with the provisions of the Code applicable to the issuance of tax-exempt obligations such as the Notes. 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 be an "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 Issuer further 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. 6 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 for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3)of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or five percent of the proceeds of the 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 or to replace funds which were used,directly or indirectly,to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Notes, other than 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 7 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 Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered owners of the Notes. 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 Notes. 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 8 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 or damage 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 mu- tilated 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/Registrar shall 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 shall authenticate and deliver such replacement 9 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. In reliance of the exemption to the provisions of the Rule, the City is not undertaking a continuing disclosure obligation under the Rule. The City agrees to provide the information to the Purchaser as provided in the Purchase Agreement for so long as the Notes are outstanding. Section 20. DEFEASANCE. (a)Deemed Paid. That the principal of and/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,in trust and irrevocably set aside exclusively for such payment,(1)money sufficient to make such payment,(2)Defeasance Obligations,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 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 10 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) 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 for 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 Frost Bank(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. The City Council hereby finds that the sale of the Notes to the Purchaser is on terms that are most advantageous to the City. Section 22. WRITTEN PROCEDURES. That until superseded by another action of the City, the written procedures to ensure compliance with the covenants contained herein regarding private business use,remedial actions, arbitrage and rebate approved by the City on December 13, 2016, apply to the issuance of the Notes, and are incorporated by reference into this Ordinance. Section 23. 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. 11 (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 shall mean that party and its successors and assigns. References to "City Manager" include any person acting in the capacity of City Manager, whether on an interim or permanent basis. References to any constitutional, statutory or regulatory provision mean 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. ADOPTED AND EFFECTIVE MAY 16, 2017. Mayor City of Fort Worth, T / ity Secretary City of Fort Worth, Texas F FORT O. •gip APPROVED AS TO FORM AND LEGALITY: c. City Attorney City of Fort orth, Texas Signature Page—Series 2017 Tax Note Ordinance 12 SCHEDULE I DESCRIPTION OF PROJECTS Description Cost M Costs related to relocation and improvements to City owned Maintenance Facilities (Park Service Center) 10,000,000 City-wise street and arterial design and study 10,000,000 Construction of street extensions related to Trail Drive relocation and extension 3,000,000 Balance of proceeds to pay costs of issuance Schedule I EXHIBIT A "Authentication Certificate" shall mean the certificate so designated in Section 5(c)of this Ordinance. "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 are nationally recognized as having expertise in the practice of tax-exempt municipal finance law as approved by the City. "Business Day" means a day other than a Saturday, Sunday, a legal holiday, or a day on which banking institutions are authorized by law or executive order to close in the City or the city where the Designated Trust Office of the Paying Agent/Registrar is located. "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. "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. "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 A-1 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. "Designated Trust Office" shall mean, on the date the Initial Note is delivered to the Purchaser,the Austin, Texas corporate trust office of BOKF,NA. "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. "Initial Note"shall mean the Note delivered to the Purchaser in accordance with the terms of the Purchase Agreement. "Interest and Redemption Fund" shall mean the"City of Fort Worth,Texas Tax Notes,Series 2017 Interest and Redemption Fund" established by this Ordinance. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Notes" shall mean the "City of Fort Worth, Texas, Tax Notes, Series 2017", issued in the aggregate principal amount of$23,080,000. The term "Notes" shall mean and include the Notes initially issued and delivered pursuant to this Ordinance(including the Initial Note)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. "Ordinance" shall mean this ordinance adopted by the Issuer authorizing the issuance of the Notes. "Paying Agent/Registrar"shall mean BOKF,NA,or its successor as designated in accordance with Section 5 of this Ordinance. "Payment Date" shall mean each date interest or principal on the Notes shall be due and payable. "Projects" shall have the meaning given said term in Section 1 of this Ordinance. "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. A-2 "SEC" shall mean the United States Securities and Exchange Commission. "State" shall mean the State of Texas. "Treasury Regulations" shall mean all applicable temporary,proposed and final regulations and procedures promulgated under the Code or promulgated under the Internal Revenue Code of 1954,to the extent applicable to the Code. A-3 EXHIBIT B FORM OF NOTE NO. R- PRINCIPAL AMOUNT $23,080,000 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF FORT WORTH, TEXAS TAX NOTE, SERIES 2017 INTEREST RATE DATE OF INITIAL DELIVERY MATURITY DATE CUSIP NO. 1.97% June 20, 2017 March 1, 2024 Registered Owner: Principal Amount: Twenty Three Million Eighty Thousand Dollars 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 September 1, 2017 and on each March 1 and September 1 thereafter to the maturity date specified above,or the date fixed for redemption prior to the maturity date specified above, at the interest rate per annum specified above; except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of this Note is dated later than September 1,2017, such interest is payable on each March 1 and September 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 upon optional redemption prior to maturity at the designated corporate trust office in Austin,Texas (the"Designated Trust Office")of BOKF,NA,which is the"Paying Agent/Registrar"for this Note. The payment of interest on this Note shall be made by the Paying Agent/Registrar to the 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/Registrar for such purpose as hereinafter provided;and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date,to the registered owner hereof,at its address as it appeared on the fifteenth day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or upon optional redemption of this Note shall be paid to the registered owner upon presentation and B-1 surrender of this Note for payment at the Designated Trust Office of the Paying Agent/Registrar. IN THE EVENT of a non-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 at the close of business on the last business day next preceding the date of mailing of such notice. IF THE DATE for the payment of the principal of or interest on this Note shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City or the city where the Designated 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 is one of the series of notes authorized by the Ordinance to be issued in the aggregate principal amount of $23,080,000. This Note, and the series of which it is a part, is authorized pursuant to Chapter 1431, Texas Government Code ("Chapter 1431"), is dated June 1, 2017,and is 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 are 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. ON MARCH 1, 2018, or on any date thereafter, the Notes of this Series may be redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part, and if in part, in any integral multiple of$5,000 (an "Authorized Denomination"),at par and accrued interest to the date fixed for redemption. The Notes called for redemption at the option of the Issuer prior to their stated maturity shall be selected by the Issuer. The Notes or portions thereof redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar. THE NOTES are also subject to mandatory redemption in part by lot pursuant to the terms of the Ordinance, on September 1, 2017 and on March 1 in each of the years 2018 through 2023, B-2 inclusive, in the following years and in the following amounts, at a price equal to the principal amount thereof and accrued and unpaid interest to the date of redemption, without premium: Year Principal Amount ($) 2017 5,160,000 2018 2,410,000 2019 2,460,000 2020 2,510,000 2021 2,555,000 2022 2,610,000 2023 2,660,000 2024* 2,715,000 * Final Maturity To the extent, however, that Notes subject to sinking fund redemption have been previously purchased or called for redemption in part and otherwise than from a sinking fund redemption payment,each annual sinking fund payment for such Note shall be reduced by the amount obtained by multiplying the principal amount of Notes so purchased or redeemed by the ratio which each remaining annual sinking fund redemption payment for such Notes bears to the total remaining sinking fund payments, and by rounding each such payment to the nearest $5,000 integral. 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 called for redemption by depositing such notice in the United States mail,first class postage prepaid,addressed to each such registered owner at the address for such registered owner shown on the Registration Books of the Paying Agent/Registrar. Any notice so mailed shall be conclusively presumed to have been duly given notwithstanding whether one or more registered owners may have failed to have received such notice. 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 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/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 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 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 NOTES OF THIS SERIES are issuable solely as fully registered Notes,without interest coupons,in the denomination of any Authorized Denomination. As provided in the Ordinance,this Note, or any unredeemed portion hereof,may,at the request of the registered owner or the assignee B-3 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. In any cir- cumstance, neither the Issuer nor the Paying Agent/Registrar shall be required (1) to make any transfer or exchange during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Notes so selected for redemption when such redemption is scheduled to occur within 30 calendar days. IN THE EVENT any Paying Agent/Registrar for 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. B-4 IN WITNESS WHEREOF,the Issuer has caused this Note to be signed with the manual or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature of the City Secretary, and approved as to form and legality by the manual or facsimile signature of the City Attorney,and has caused the official seal of the Issuer to be duly impressed,or placed in facsimile, on this Note. City Secretary Mayor City of Fort Worth, Texas City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney City of Fort Worth, Texas (SEAL) B-5 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 NOTICE: The signature above must a member firm of the New York Stock correspond with the name of the registered Exchange or a commercial bank or trust owner as it appears upon the front of this Note company. in every particular, without alteration or enlargement or any change whatsoever. B-6 FORM 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: BOKF,NA, Paying Agent/Registrar By Authorized Representative FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE: (only to accompany the Initial Note to be delivered at closing to the purchaser thereof) OFFICE OF COMPTROLLER REGISTER NO. STATE OF TEXAS 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) B-7 EXHIBIT C NOTE PURCHASE AGREEMENT C-1 May 16, 2017 Honorable Mayor and City Council City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Re: $23,080,000 City of Fort Worth, Texas, Tax Notes, Series 2017 Ladies and Gentlemen: Frost Bank, Fort Worth, Texas (the "Purchaser") hereby offers to purchase from the City of Fort Worth, Texas (the "City") the captioned Notes (the "Notes"), and, upon acceptance of this offer by the City, such offer will become a binding agreement between the Purchaser and the City. This offer must be accepted by 10:00 p.m., Fort Worth time, May 16, 2017, and if not so accepted will be subject to withdrawal. Capitalized terms not otherwise defined herein shall have the meanings assigned such terms in the Ordinance (defined below). 1. Purchase Price: The purchase price for the Notes will be at par. 2. Terms of Notes: The Notes shall consist of one term note in the principal amount of 23,080,000 maturing on March 1, 2024, bearing interest from the date of delivery at the interest rate or rates set forth in Schedule I hereto, with interest being payable on September 1, 2017, and semiannual y o� n eacYMarch 1 and September 1 thereafter until maturity or prior redemption. The Notes shall be subject to mandatory sinking fund redemption, with mandatory sinking fund redemption payments to be made as set forth on Schedule I hereto. The Notes are subject to redemption at the option of the City prior to maturity in whole or in part, and if in part, in denominations of 5,000 or any integral multiple thereof, on March 1, 2018, or on any date thereafter, at the price of par plus accrued interest to the date fixed for redemption. The Notes shall have such other terms and conditions as are set forth in the Ordinance Authorizing the Issuance of the Notes adopted by the City or May 16, 2017 (the "Ordinance"). The Purchaser acknowledges receipt prior to the date hereof of an unsigned copy of the Ordinance. Pursuant to and as more fully described in the Ordinance, the Notes shall be secured by a pledge of ad valorem taxes to be levied on all taxableproperty within the City within the limits prescribed by law. The Notes will not a designated as "Qualified Tax-Exempt Obligations" for financial institutions under applicable provisions of the Code. 3. Closing: At the Closing (defined below) the City shall deliver and the Purchaser shall purchase the Notes. Upon payment of thepurchase price therefor, the City shall deliver the Notes to the Purchaser. Payment of the purchase price and delivery of the Notes shall occur at 10:00 a.m. Fort Worth time, on June 20, 2017, or at such other time as shall be mutually agreed upon (hereinafter referred to as the "Closing"). The Closing shall take place at the offices of McCall, Parkhurst & Horton L.L.P., Dallas, Texas, or such other location as may be mutually agreed upon by the City and the Purchaser. 4. Conditions to Closing: The Purchaser shall not have any obligation to consummate the purchase of the Notes unless the following requirements have been satisfied prior to Closing: (a) The City shall have adopted the Ordinance authorizing the issuance of the Notes. (b) The Purchaser shall have received a certified copy of the Ordinance. (c) The Purchaser shall have received a certificate executed by an authorized officer of the City that no litigation of any nature has been filed or, to the best of his or her knowledge, threatened, pertaining to, affecting or contesting: (a) the issuance, delivery, payment, security or validity of the Notes; (b) the ability of the City or the authority of the officers of the City to issue, execute and deliver the Notes; (c) the validity of the corporate existence or the Charter of the City; or (d) the boundaries of the City. (d) The Notes shall have been approved by the Attorney General of the State of Texas and shall have been registered by the Comptroller of Public Accounts of the State of Texas. (e) McCall, Parkhurst & Horton L.L.P. and Kelly Hart & Hallman LLP, Co-Bond Counsel, shall have issued their approving legal opinion as to the due authorization, issuance and delivery of the Notes and as to the exemption of the interest thereon from federal income taxation. (f) Nothing shall have occurred prior to the Closing which in the reasonable opinion of the Purchaser has had or could reasonably be expected to have a materially adverse effect on the City's business,property or financial condition. (g) The City shall have paid the fees of Purchaser's counsel in an amount not to exceed$3,500.00 5. Nature of Purchase: The Purchaser acknowledges that no official statement or other disclosure or offering document has been prepared in connection with the issuance and sale of the Notes. The Purchaser is a financial institution or other accredited investor as defined in the Securities Act of 1933, Regulation D, 17 C.F.R. §230.501(a), accustomed to purchasing tax-exempt obligations such as the Notes. McCall, Parkhurst & Horton L.L.P. and Kelly Hart & Hallman LLP, Co-Bond Counsel, have not undertaken steps to ascertain the accuracy or completeness of information furnished to the Purchaser with respect to the City or the Notes, and the Purchaser has not looked to either firm for, nor has either firm made, any representations to the Purchaser with respect to that information. The Purchaser has satisfied itself that it may lawfully purchase the Notes. The Notes: (i) are not being registered under the Securities Act of 1933 and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state; (ii) will not be listed on any stock or other securities exchange; and (iii) will not carry any rating from any rating service. The Purchaser is familiar with the financial condition and affairs of the City, particularly with respect to its ability to pay ad valorem tax supported obligations such as the Notes. The Purchaser has had the opportunity to obtain all information from the City that the Purchaser deemed necessary or appropriate regarding the financial condition of the City, the Notes or the security or source of payment therefor, and the Purchaser has received from the City all information that it has requested in order for it to assess and evaluate the security and source of payment for the Notes. The Purchaser is purchasing the Notes for its own account as evidence of a loan to the City, and has no intention to make a public distribution or sale of the Notes. In no event will the Purchaser sell the Notes other than through loan participations to a purchaser which is a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act of 1933, as amended). Transfers of the Notes may be made in whole but not in part. The Notes will not be DTC eligible and the City will not purchase or otherwise provided for CUSIP numbers for the Notes. 6. Financial Statements: In consideration of the purchase of the Notes by the Purchaser, the City agrees to provide the Purchaser with the City's audited annual financial statements ("CAFR") for the City's fiscal years ending 2017 and thereafter within nine (9) months of the end of each such fiscal year. 2 7. No Oral Agreements: To the extent allowed by law, the parties hereto agree to be bound by the terms of the following notice: THIS PURCHASE AGREEMENT, THE ORDINANCE, THE ATTORNEY GENERAL OPINION, THE OPINION OF CO- BOND COUNSEL AND THE NOTES TOGETHER REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THIS TRANSACTION AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THIS TRANSACTION. 8. Compliance with Section 2252.908, Texas Government Code: The Purchaser hereby confirms to the City that it has made a disclosure filing to the Texas Ethics Commission in accordance with Section 2252.908, Texas Government Code. Within thirty (30) days of receipt of the disclosure filings from the Purchaser, the City Manager is will submit a copy of the disclosure filing to the Texas Ethics Commission. 9. Counterparts: This Purchase Agreement may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute on and the same instrument. [Execution Page Follows] 3 If this Purchase Agreement meets with the City's approval, please execute it in the place provided below. FROST BANK, Purchaser By: Name: Title: ACCEPTED BY THE CITY OF FORT WORTH, TEXAS City Manager ATTEST: By: City Secretary APPROVED AS TO FORM: City Attorney (CITY SEAL) Signature Page for City of Fort Worth, Texas Tax Notes,Series 2017 4 SCHEDULEI Interest Rate The Notes shall bear interest at the rate of 1.97%per annum. Mandatory Sinking Fund Redemption The Notes are subject to mandatory sinking fund redemption in part by lot pursuant to the terms of the Ordinance, on September 1, 2017 and on March 1 in each of the years 2018 through 2023, inclusive, with respect to Notes maturing March 1, 2024, 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: Year Principal Amount ($) 2017 5,160,000 2018 2,410,000 2019 2,460,000 2020 2,510,000 2021 2,555,000 2022 2,610,000 2023 2,660,000 2024* 2,715,000 * Final Maturity 5 THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON CITY OF FORT WORTH I, Ronald P. Gonzales, Assistant 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 May 16, 2017, and of the ordinance authorizing the issuance of City of Fort Worth, Texas Tax Notes, Series 2017, which was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt and the whole of said ordinance. Said meeting was open to the public, and public notice of the time, place, and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort Worth, this 16t` day of May, 2017. Assistant City Secretary o e Q City of Fort Worth, Texas U 1 .CAS'. May 16, 2017 Honorable Mayor and City Council City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Re: $23,080,000 City of Fort Worth, Texas, Tax Notes, Series 2017 Ladies and Gentlemen: Frost Bank, Fort Worth, Texas (the "Purchaser") hereby offers to purchase from the City of Fort Worth, Texas (the "City") the captioned Notes (the "Notes"), and, upon acceptance of this offer by the City, such offer will become a binding agreement between the Purchaser and the City. This offer must be accepted by 10:00 p.m., Fort Worth time, May 16, 2017, and if not so accepted will be subject to withdrawal. Capitalized terms not otherwise defined herein shall have the meanings assigned such terms in the Ordinance (defined below). 1. Purchase Price: The purchase price for the Notes will be at par. 2. Terms of Notes: The Notes shall consist of one term note in the principal amount of 23,080,000 maturing on March 1, 2024, bearing interest from the date of delivery at the interest rate or rates set forth in Schedule I hereto, with interest being payable on September 1, 2017, and semiannual y o�c_ March 1 and September 1 thereafter until maturity or prior redemption. The Notes shall be subject to mandatory sinking fund redemption, with mandatory sinking fund redemption payments to be made as set forth on Schedule I hereto. The Notes are subject to redemption at the option of the City prior to maturity in whole or in part, and if in part, in denominations of$5,000 or any integral multiple thereof, on March 1, 2018, or on any date thereafter, at the price of par plus accrued interest to the date fixed for redemption. The Notes shall have such other terms and conditions as are set forth in the Ordinance Authorizing the Issuance of the Notes adopted by the City on May 16, 2017 (the "Ordinance"). The Purchaser acknowledges receipt prior to the date hereof of an unsigned copy of the Ordinance. Pursuant to and as more fully described in the Ordinance, the Notes shall be secured by a pledge of ad valorem taxes to be levied on all taxableproperty within the City within the limits prescribed by law. The Notes will not a designated as "Qualified Tax-Exempt Obligations"for financial institutions un3er applicable provisions of the Code. 3. Closing: At the Closing (defined below) the City shall deliver and the Purchaser shall purchase the Notes. Upon payment of the purchase price therefor, the City shall deliver the Notes to the Purchaser. Payment of the purchase price and delivery of the Notes shall occur at 10:00 a.m. Fort Worth time, on June 20, 2017, or at such other time as shall be mutually agreed upon (hereinafter referred to as the "Closing"). The Closing shall take place at the offices of McCall, Parkhurst & Horton L.L.P., Dallas, Texas, or such other location as may be mutually agreed upon by the City and the Purchaser. 4. Conditions to Closing: The Purchaser shall not have any obligation to consummate the purchase of the Notes unless the following requirements have been satisfied prior to Closing: (a) The City shall have adopted the Ordinance authorizing the issuance of the Notes. (b) The Purchaser shall have received a certified copy of the Ordinance. (c) The Purchaser shall have received a certificate executed by an authorized officer of the City that no litigation of any nature has been filed or, to the best of his or her knowledge, threatened, pertaining to, affecting or contesting: (a) the issuance, delivery, payment, security or validity of the Notes; (b) the ability of the City or the authority of the officers of the City to issue, execute and deliver the Notes; (c) the validity of the corporate existence or the Charter of the City; or (d) the boundaries of the City. (d) The Notes shall have been approved by the Attorney General of the State of Texas and shall have been registered by the Comptroller of Public Accounts of the State of Texas. (e) McCall, Parkhurst & Horton L.L.P. and Kelly Hart & Hallman LLP, Co-Bond Counsel, shall have issued their approving legal opinion as to the due authorization, issuance and delivery of the Notes and as to the exemption of the interest thereon from federal income taxation. (f) Nothing shall have occurred prior to the Closing which in the reasonable opinion of the Purchaser has had or could reasonably be expected to have a materially adverse effect on the City's business,property or financial condition. (g) The City shall have paid the fees of Purchaser's counsel in an amount not to exceed$3,500.00 5. Nature of Purchase: The Purchaser acknowledges that no official statement or other disclosure or offering document has been prepared in connection with the issuance and sale of the Notes. The Purchaser is a financial institution or other accredited investor as defined in the Securities Act of 1933, Regulation D, 17 C.F.R. §230.501(a), accustomed to purchasing tax-exempt obligations such as the Notes. McCall, Parkhurst & Horton L.L.P. and Kelly Hart & Hallman LLP, Co-Bond Counsel, have not undertaken steps to ascertain the accuracy or completeness of information furnished to the Purchaser with respect to the City or the Notes, and the Purchaser has not looked to either firm for, nor has either firm made, any representations to the Purchaser with respect to that information. The Purchaser has satisfied itself that it may lawfully purchase the Notes. The Notes: (i) are not being registered under the Securities Act of 1933 and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state; (ii) will not be listed on any stock or other securities exchange; and (iii) will not carry any rating from any rating service. The Purchaser is familiar with the financial condition and affairs of the City, particularly with respect to its ability to pay ad valorem tax supported obligations such as the Notes. The Purchaser has had the opportunity to obtain all information from the City that the Purchaser deemed necessary or appropriate regarding the financial condition of the City, the Notes or the security or source of payment therefor, and the Purchaser has received from the City all information that it has requested in order for it to assess and evaluate the security and source of payment for the Notes. The Purchaser is purchasing the Notes for its own account as evidence of a loan to the City, and has no intention to make a public distribution or sale of the Notes. In no event will the Purchaser sell the Notes other than through loan participations to a purchaser which is a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act of 1933, as amended). Transfers of the Notes may be made in whole but not in part. The Notes will not be DTC eligible and the City will not purchase or otherwise provided for CUSIP numbers for the Notes. 6. Financial Statements: In consideration of the purchase of the Notes by the Purchaser, the City agrees to provide the Purchaser with the City's audited annual financial statements ("CAFR") for the City's fiscal years ending 2017 and thereafter within nine (9) months of the end of each such fiscal year. 2 7. No Oral Agreements: To the extent allowed by law, the parties hereto agree to be bound by the terms of the following notice: THIS PURCHASE AGREEMENT, THE ORDINANCE, THE ATTORNEY GENERAL OPINION, THE OPINION OF CO- BOND COUNSEL AND THE NOTES TOGETHER REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THIS TRANSACTION AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THIS TRANSACTION. 8. Compliance with Section 2252.908, Texas Government Code: The Purchaser hereby confirms to the City that it has made a disclosure filing to the Texas Ethics Commission in accordance with Section 2252.908, Texas Government Code. Within thirty (30) days of receipt of the disclosure filings from the Purchaser, the City Manager is will submit a copy of the disclosure filing to the Texas Ethics Commission. 9. Counterparts: This Purchase Agreement may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute on and the same instrument. [Execution Page Follows] 3 If this Purchase Agreement meets with the City's approval, please execute it in the place provided below. FROST BANK, Purchaser By: Name: varria Title: Senior Vice President ACCEPTED BY THE CITY OF FORT WORTH, TEXA, I City Ma r A T TE By: ity Secretary APPROVED AS TO FORM: City Attorne UFORT k-XA Signature Page for City of Fort Worth, Texas Tax Notes, Series 2017 4 SCHEDULEI Interest Rate The Notes shall bear interest at the rate of 1.97% per annum. Mandatory Sinking Fund Redemption The Notes are subject to mandatory sinking fund redemption in part by lot pursuant to the terms of the Ordinance, on September 1, 2017 and on March 1 in each of the years 2018 through 2023, inclusive, with respect to Notes maturing March 1, 2024, 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: Year Principal Amount($) 2017 5,160,000 2018 2,410,000 2019 2,460,000 2020 2,510,000 2021 2,555,000 2022 2,610,000 2023 2,660,000 2024* 2,715,000 * Final Maturity 5 GENERAL CERTIFICATE THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON CITY OF FORT WORTH We, the undersigned, hereby officially certify that we are the City Manager and the Chief Financial Officer,respectively,of the City of Fort Worth,Texas(the "City"),and we further certify as follows: General 1. That this certificate is given for the benefit of the Attorney General of the State of Texas, and Frost Bank (the "Purchaser"), the purchaser of City of Fort Worth, Texas Tax Notes, Series 2017, in the aggregate principal amount of$23,080,000 (herein referred to as the "Notes"). The Notes are being issued in accordance with the terms ofthe Ordinance authorizing the issuance of the Notes (the "Ordinance"). Defined terms used herein shall have the meaning ascribed to said terms in the Ordinance. 2. That any certificate signed by any official of the City delivered to the Purchaser or the Attorney General of the State of Texas shall be deemed a representation and warranty by the City as to the statements made therein. The Public Finance Division of the Office of the Attorney General of the State of Texas is hereby authorized to date this Certificate as of the date of approval of the Notes and is entitled to rely upon the accuracy of the information contained herein unless notified by telephone or telecopy to the contrary. Matters Relating to the City 3. That the City is a duly incorporated home-rule municipality that adopted its charter under Section 5,Article XI,Texas Constitution,has more than 80,000 inhabitants,and operates and exists under the Constitution and laws of the State of Texas and the duly adopted Home Rule Charter of the City,which Charter has not been changed or amended since the issuance of the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2017 on May 11, 2017. 4. That the seal an impression of which appears below is the corporate seal of the City; that said seal has been used continuously as such corporate seal for more than forty years and was duly adopted as the seal of the City by the City Council of the City; and that since its adoption, no seal other than said seal has been used as the corporate seal of the City. 5. That each of the following persons is the duly acting,constituted and qualified officer of the City of Fort Worth as herein shown,respectively: Betsy Price, Mayor Salvador Espino, Brian Byrd, Cary Moon, Gyna Bivens, Jungus Jordan, Councilmembers, Dennis Shingleton, Kelly Allen Gray, Ann Zadeh, David Cooke, City Manager, Sarah J. Fullenwider, City Attorney, Mary J. Kayser, City Secretary, Aaron Bovos, Chief Financial Officer 6. That no litigation of any nature has been filed or, to the best of our knowledge, threatened, pertaining to, affecting or contesting: (a) the issuance, delivery, payment, security or validity of the proposed Notes and the purchase agreement relating to the sale of the Notes (the "Purchase Agreement");(b)the ability of the City or the authority of the officers of the City to issue, execute and deliver the proposed Notes or the Purchase Agreement;(c)the validity of the corporate existence or the Charter of the City; or(d)the boundaries of the City. Matters Relating to the Security for the Notes 7. That the currently effective ad valorem tax rolls of the City are those for the 2016/2017 fiscal year,being the most recently approved tax rolls of the City;that the City Council of the City has caused the taxable property in the City to be assessed as required by law;that the Tarrant Appraisal Review Board has equalized and approved the valuation of taxable property in the City for said year;that the Tarrant County Tax-Assessor Collector has duly verified the aforesaid tax rolls, and that the valuation of taxable property in the City,and the aggregate amount of exemptions,and the net effective taxable value of taxable property in the City,according to the aforesaid tax roll for said year, are as follows: Assessed Value: $74,906,924,377 (less) Exemptions: $18,400,476,464 Taxable Values: $56,506,447,913 8. That Exhibit A,which is attached hereto and made a part hereof,contains a true and correct schedule showing the annual requirements of all of the outstanding indebtedness of the City payable from taxes, as they appear in the official records of the City. Matters Relating to the Execution of the Notes 9. That in connection with the execution of the Notes: (a) The Mayor,the City Secretary and the City Attorney of the City have officially executed and signed the Notes initially delivered to the Purchaser by affixing thereto their manual or facsimile signatures;and by executing this Certificate the Mayor,the City Secretary and the City Attorney hereby adopt said facsimile signatures as their own, respectively, and declare that said facsimile signatures constitute their signatures the same as if they had manually signed each of the Notes; (b)The Notes are substantially in the form,and have been duly executed and signed in the manner,prescribed in the Ordinance; (c) At the time the Notes were executed and signed, the Mayor, the City Secretary and the City Attorney were,and at the time of executing this certificate are,the duly chosen,qualified and acting officers indicated therein,and authorized to execute the same; (d) The official seal of the City has been impressed, or printed, or lithographed on each of the Notes; and said seal has been duly adopted as,and is hereby declared to be,the official seal of the City. 10. That the true and correct signatures of the Mayor, the City Secretary and the City Attorney are set forth in Exhibit B attached hereto. Matters Relating to the Purchase Agreement 11. That: (a) the representations and warranties of the City in the Purchase Agreement, or in any certificate or document delivered by the City pursuant to the provisions of the Purchase Agreement,are true and correct on and as of the date hereof as though such representations and warranties were made on and as of the date hereof; (b) no litigation or proceeding is pending or, to our knowledge, threatened in any court or administrative body which would (a) contest the right of the members or officials of the City to hold and exercise their respective positions,(b)contest the due organization and valid existence of the City, (c) contest the validity, due authorization and execution of the Notes or(d)attempt to limit,enjoin or otherwise restrict or prevent the City from levying and collecting ad valorem taxes on all taxable property within the City within the limits prescribed by law for the payment of the principal of and interest on the Notes, or the pledge thereof for such purpose; and (c) the Ordinance authorizing the execution and delivery of the Notes, and the performance of its obligations thereunder has been duly adopted by the City,is in full force and effect and has not been modified, amended or repealed. SIGNED AND SEALED this , 2017. City M a r City of ort Worth, Texas il,A Chief Financial Officer, City of Fort Worth, Texas OF FORT SSE ) :O %U: 4 * :I Signature Page City of Fort Worth, Texas Tax Notes,Series 2017 EXHIBIT A See attached. EXHIBIT B MANUAL SIGNATURE OFFICIAL TITLE Mayor, City of Fort Worth, Texas Before me,on this day personally appeared Betsy Price,known to me to be the person whose name is subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this , 2017. BETH A ELLIS ® Notary ID My Commissioncion Expires es March 5,i0 Notary Public (NOTARY SEAL) Mayor's Signature Page, Exhibit B City of Fort Worth, Texas Tax Notes, Series 2017 UAL SIGNATURE OFFICIAL TITLE �— Assistant City Secretary, City of Fort Worth, Texas Before me, on this day personally appeared Ronald P. Gonzales,known to me to be the person whose name is subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this 2017. 3k .�4�, Notary Public (NOTARY SEAL) ALLISON KAY TIDWELL ..... State of Texas Notary Public, »E Comm.Expires 10.09.2017 Notary ID 129588622 City Secretary's Signature Page, Exhibit B City of Fort Worth, Texas Tax Notes, Series 2017 MANUAL SIGNATURE OFFICIAL TITLE Cit Attorney, Y, City of Fort Worth, Texas Before me, on this day personally appeared Sarah J. Fullenwider,known to me to be the person whose name is subscribed to the foregoing instrument in my presence. Given under my hand and seal of office this PA 52017. •vi4 VER WAY.LONOORI MMA$ + * 10!4405986 Yy My corm.Exp.Dec 19,208 Notary Public (NOTARY SEAL) City Attorney's Signature Page, Exhibit B City of Fort Worth, Texas Tax Notes,Series 2017 TREASURER'S RECEIPT THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON CITY OF FORT WORTH The undersigned hereby certifies as follows: (a) That this receipt is executed and delivered with reference to that issue of City of Fort Worth, Texas Tax Notes, Series 2017, in the principal amount of$23,080,000 (the "Notes"). (b) That the undersigned is the duly chosen,qualified and acting Treasurer of the City of Fort Worth, Texas. (c) That all of the Notes have been duly delivered to the purchasers thereof,namely: Frost Bank, Fort Worth, Texas (d) That all of the Notes have been paid for in full by said purchasers concurrently with the delivery of this receipt, and the issuer of the Notes has received, and hereby acknowledges receipt of,the agreed purchase price for the Notes. EXECUTED and delivered this , 2017. CHIEF FINANCIAL OFFICER CITY OF FORT WORTH City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved As Amended on 5/16/2017 - Ordinance No. 22721-05-2017, 22722-05-2017 & 22723-05-2017 DATE: Tuesday, May 16, 2017 REFERENCE NO.: G-19009 LOG NAME: 132017 TAX NOTES SUBJECT: Adopt Ordinance Authorizing Issuance and Approving Sale of Tax Notes in the Principal Amount of $23,080,000.00 for the Purpose of Paying Obligations for Construction and for Purchase of Materials and Land Rights for Relocation of Trail Drive, for Relocation of the Park Service Center, and for Transportation Projects and Paying Costs of Issuance; Authorizing Execution of All Related Documents; and Ordaining Related Matters and Adopt Appropriation Ordinances (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached ordinance authorizing the issuance and approving sale of 2017 Tax Notes in the principal amount of$23,085,000 $23,080,000.00 for the purpose of paying contractual obligations for construction of public works and for purchase of materials, supplies, equipment, machinery, buildings, lands, and rights-of-way for the relocation of Trail Drive, relocation of the Park Service Center, and transportation projects and paying costs of issuance; authorizing execution of all related documents; and ordaining related matters, including providing for levy, assessment and collection of a tax sufficient to pay the interest on and principal of the notes if other revenues are not otherwise available and appropriated for those payments; 2. Adopt the attached ordinance increasing estimated receipts and appropriations in the 2017 Tax Note Project Fund by $23,085,000 $23,080,000.00, subject to the sale of tax notes and receipt of proceeds, to provide $3 million in funding for the Trail Drive relocation project, $10 million for the Park Service Center relocation project, and $10 million for Transportation projects; and 3. Adopt the attached appropriation ordinance revising the 2017 General Debt Service Fund Budget by reallocating funds from a planned fund balance contribution to pay debt service on the 2017 Tax Notes during Fiscal Year 2017. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to take actions to provide funding to accelerate delivery of certain strategic capital projects that are planned to commence within the next 12 months. On April 27, 2017, the City sent invitations to 30 banks and financial institutions asking them to provide interest rates for these notes. The notes will be a tax-exempt obligation of the City, backed by the full-faith and credit of the City's taxing authority. The City will begin repayment of the seven-year notes on September 1, 2017, from the General Debt Service Fund, with repayment costs for these notes projected to be fully absorbed by revenue from the existing debt-rate portion of the City's property taxes without any Logname: 132017 TAX NOTES Page 1 of 3 increase in the rate. The notes will also be callable at the City's option in whole or in part on or after March 1, 2018. Proceeds from sale of the notes will be used to pay issuance costs and to pay contractual obligations for the following projects: Project Amount Park Service Center Relocation $10,000,000.00 Trail Drive Relocation and Extension $ 3,000,000.00 Citywide Programmable - Street and Arterial Design and Study $10,000,000.00 $ 85;$68766 2017 Tax Note Cost of Issuance 0 80,000.00 $23,085,000.00 Total $23,080,000.00 The first two projects are interconnected, with relocation of the existing Park and Recreation maintenance facility from its current Crestline Drive location being necessary to allow for the extension and relocation of Trail Drive. With the multipurpose Dickies Arena scheduled to open during the Fall of 2019, adding capacity on Trail Drive and providing alternative ingress/egress routes in and around the Will Rogers Memorial Center and Dickies Arena are critical to addressing anticipated traffic flow. The third project consists of preliminary design and study for critical road projects that Staff ranks among the City's highest priorities for funding and construction. To the extent any of these projects are funded through a 2018 Bond Program, having the study and design work already prepared will allow for an accelerated delivery. This M&C does not request approval of a contract with a business entity. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon adoption of the actions provided within this Mayor and Council Communication, the sale of the 2017 Tax Notes will proceed as necessary to provide funding in the 2017 Tax Note Capital Project Fund for the Trail Drive Relocation, Park Service Center Relocation, and Transportation Improvements. Further, funds will be available within the General Debt Service Fund to make the Fiscal Year 2017 debt service payments. Funds will be requested in Fiscal Year 2018 General Debt Service Fund budget for payment obligations associated with this tax note. Prior to any expenditures being made, the participating departments have the responsibility to validate the availability of funds. FUND IDENTIFIERS (FIDs): TO Fund Department ccoun Project Program ctivity Budget Reference # LAmount ID ID Year (Chartfield 2) FROM Logname: 132017 TAX NOTES Page 2 of 3 Fund Department Account Project ProgramActivity Budget Reference # Amount ID ID Year (Chartfield 2) CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8312) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Alex Laufer (2268) Logname: 132017 TAX NOTES Page 3 of 3