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HomeMy WebLinkAboutOrdinance 17362-01-2007ORDINANCE NO. 17362-O1-2007 BY THE CITY COUNCIL, OF THE CITY OF FORT WORTH, TEXAS, PROVIDING FOR THE ISSUANCE OF $40,250,000 CITY OF FORT WORTH, TEXAS COMBINATION TAX AND LIMITED SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2007; PROVIDING FOR THE LEVY, ASSESSMENT AN:D COLLECTION OF A TAX SUFFICIENT TO PAY THE INTEREST ON SAID CERTIFICATES OF OBLIGATION AND TO CREATE A SINKING FUND FOR THE . REDEMPTION THEREOF AT MATURITY; PLEDGING CERTAIN I2EVENTJES IN SUPPORT OF SAID CERTIFICATES; PRESCRIBING THE FORM OF SAID CERTIFICATES OF OBLIGATION; AND ORDAINING OTHER MATTERS RELATING TO THE SUBJECT WHEREAS, on the 19th day of December, 2006, the City Council of the City of Fort Worth (the "City" or the "Issuer") passed an ordinance authorizing and directing notice of its intention to issue the Certificates of Obligation herein authorized to be issued, to be published in a newspaper as required by Section 271.049 of the Texas Local Government Code, in an amount not to exceed $42,325,000; and WHEREAS, the City Council determined that the Fort Worth Commercial-Recorder is a newspaper of general circulation within the City having more than a de minimus subscribership, that said newspaper has a diverse subscribership and that said newspaper publishes some items of general interest to the community; and WHEREAS, the City caused said notice of intention to be published in the Fort Worth Comme~°cial-Recorder on December 22, 2006 and December 29, 2006; and WHEREAS, the City caused said notice of intention to be published in the Foy°t Worth Star- Telegram, anewspaper ofgeneral circulation in the City, on December 23, 2006 and December 30, 2006; and WHEREAS, no petition, signed by S% of the qualified electors of the Issuer as permitted by Section 271.049 of the Texas Local Government Code protesting the issuance of such Certificates of Obligation, has been filed; and WHEREAS, the Certificates of Obligation hereinafter authorized are to be issued and delivered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: Section 1. DEFINITIONS. That as used in this Ordinance, unless a different meaning clearly appears from the context, the capitalized terms set forth in this Ordinance shall have the meaning set forth below. Any reference in this Ordinance to "FORM OF CERTIFICATE" shall refer to the form of the Certificates set forth in Exhibit A to this Ordinance. The term "Authentication Ce~~tificate" shall have the meaning given said term in Section 6(d) hereof. hereof. The term "Authorized Denonnanation" shall have the meaning given said term. in Section 3 The term "Business Day" shall mean a day that is not a Saturday, Sunday or legal holiday on which banking institutions in the States of Texas or New York are authorized or required by law or executive order to remain closed or the New York Stock Exchange or DTC is closed. The terms "Certificates" and "Certificates of Obligation" shall mean and include collectively the Initial Certificate and all substitute Certificates of Obligation exchanged therefor, as well as all other substitute Certificates of Obligation and replacement Certificates of Obligation issued pursuant hereto; and the term "Certificate" shall mean any of the Certificates. The terms "City" and "Issuer" shall mean the City of Fort Worth, Texas. The term "Code" shall mean the Internal Revenue Code of 1986, as amended. The term "DTC"' shall have the meaning given said term in Section 17 hereof. The term "Defeasance Securities" 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 of the purchase thereof are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally recognized investment rating firm not less than A.AA or its equivalent. hereof. hereof. The term "Defeased Certificate" shall have the meaning given said term in Section 23(a) The term "Designated Trust Office" shall have the meaning given said term in Section 6(a) The term "Eligible Investments" shall mean those investments in which the City is now or hereafter authorized by law (including, but not limited to, Chapter 2256, Texas Government Code) and its investment policy to purchase, sell and invest its funds and funds under its control. The term "Fiscal Year" shall mean the regular fiscal year used by the City, which currently runs from October 1 through September 30, or any twelve consecutive months period established by the City. -2- The terra "Izzitial Cez~tificate" shall have the meaning given said term in Section 3 hereof. The term "Interest and Redemption Fund" shall have the meaning given said term in Section S hereof. The term "MAC" means the Municipal Advisory Council of Texas. The term "MSRB" shall mean the Municipal Securities Rulemaking Board. The term "NRMSIR" shall mean each person whom the SEC or its staffhas determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. The term "Payi~zg Age~zt/Registrar" shall have the meaning given said term in Section 6(a) hereof. The term "Purchase Agz°eement" shall mean the purchase agreement between the City and the Purchaser, relating to the sale of the Certificates. The term "Purchaser" shall mean Bank of America, N.A. The term "Registered Owner" shall have the meaning given said term in Section 3 hereof. The.term "Registz~atio~z Boolcs" shallhave the meaning given said term in Section 6(a) hereof. The term "Regulatiozzs" shall have the meaning given said term in Section 13 hereof. The term "Rule" shall mean SEC Rule 15c2-12, as amended from time to time. The term "SEC" shall mean the United States Securities and Exchange Commission. The term "Suzplus Revezzues" shall mean those revenues from the operation of the City`s Water and Sewer Systemremaining after payment of all operation and maintenance expenses thereof. Section 2. AUTHORIZATION OF CERTIFICATES OF OBLIGATION. That the Issuer's Certificates of Obligation, to be designated the "City of Fort Worth, Texas Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2007", are hereby authorized to be issued and delivered in the principal amount of $40,250,000, for the purpose ofproviding part of the funds for paying contractual obligations to be incurred by the Issuer, to-wit: the design costs, land acquisition, construction and equipping of (i) fire stations throughout the City, (ii) the Nashville police station, and (iii) a public health center owned and operated by the City; the construction of street improvements (including freeway interchanges, and arterial access) and related drainage and sidewallc improvements throughout the City, and the acquisition ofrelated traffic and communications equipment; the acquisition of equipment with respect to traffic safety programs of the City; the -3- reconstruction of streets and related drainage and sidewalk improvements throughout the City; and the payment of fiscal, engineering and legal fees incurred in connection therewith. Section 3. DATE, DENOMINATIONS, NUMBERS AND MATURITIES. That the Certificates shall initially be issued, sold and delivered hereunder as fully registered certificates, without interest coupons, dated January 1, 2007, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward, payable to the respective initial registered owners thereof or to the registered assignee or assignees of the Certificates or any portion or portions thereof (in each case, the "Registered Owner"), and the Certificates shall mature and be payable on March 1 in each of the years and in the principal amounts as follows: PRINCIPAL YEAR AMOUNT ($) 2008 2,015,000 2009 2,015,000 2010 2,015,000 2011 2,015,000 2012 2,015,000 2013 2,015,000 2014 2,015,000 2015 2,015,000 2016 2,015,000 2017 2,015,000 PRINCIPAL YEAR .AMOUNT ($) 2018 2,010,000 2019 2,010,000 2020 2,010,000 2021 2,010,000 2022 2,010,000 2023 2,010,000 2024 2,010,000 2025 2,010,000 2026 2,010,000 2027 2,010,000 The Certificates shall be issued in denominations of $5,000 or any integral multiple thereof (an "Authorized Denomination"). An initial Certificate ofObligation in the denomination and aggregate principal amount of the Certificates, containing the principal amounts, redemption features and interest rates as provided for in Sections 3, 4 and 5 of this Ordinance (the "Initial Certificate"), may be submitted to the Attorney General for review and approval. The Initial Certificate shall be numbered T-1, and shall be canceled upon receipt of payment for the Certificates by the Purchaser, and substitute Certificates shall be delivered in exchange therefor, as provided in Section 6 hereof. The Initial Certificate shall be in the form as provided for in the FORM OF CERTIFICATE. Section 4. REDEMPTION. (a) Optional Redemption. That the Issuer reserves the right to redeem the Certificates maturing on or after March 1, 2018, in whole or in part in an Authorized Denomination, on March 1, 2017, or on any date thereafter, at the redemption price of par plus accrued interest to the date fixed for redemption. If less than all of the Certificates are to be redeemed by the Issuer, the Issuer shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot Certificates, or portions thereof, within such maturity or maturities and in such principal amounts, for redemption. (b) Notice. At least thirty (30) days prior to the date any Certificates are to be redeemed, (i) a written notice of redemption shall be given by the Paying Agent/Registrar to the Registered Owner of each. Certificate, 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 ad- dress thereof as shown on the Registration Books of the Paying Agent/Registrar and (ii) a notice of -4- such redemption either shall be published one (1) time in or posted electronically on the website of a financial journal or publication of general circulation in the United States of America or the State of Texas carrying as a regular featuxe notices of municipal bonds called for redemption; provided, however, that the failure to send, mail or receive such notice described in clause (i) above, or any defect therein or in the sending or mailing thereof; shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate, and the publication of notice as described in clause (ii) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Certificates. By the date fixed for any such redemption due provision shall be made bythe Issuer with the Paying Agent/Registrar for the payment ofthe required redemptionprice for the Certificates or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, the Certificates, or the portions thereof, which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their redemption, and shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Certificates, or any portion thereof. If a portion of any Certificate shall be redeemed, a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any Authorized Denomination, at the written request of the Registered Owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in this Ordinance. In addition, notice of such redemption shall be provided in the manner described in Section 6(h) hereof, but the failure to provide such notice as described in Section 6(h) hereof shall not affect the validity or effectiveness of the proceedings for the redemption of the Certificates. Section S. INTEREST. That the Certificates scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum: maturities 2008, 5.000% maturities 2009, 5.000% maturities 2010, 5.000% maturities 2011, 5.000% maturities 2012, 5.000% maturities 2013, 5.000% maturities 2014, 5.000% maturities 201 S, 5.000% maturities 2016, 5.000% maturities 2017, 5.000% maturities 2018, S.2S0% maturities 2019, S.2S0% maturities 2020, S.2S0% maturities 2021, S.2S0% maturities 2022, S.2S0% maturities 2023, S.2S0% maturities 2024, S.2S0% maturities 2025, S.2S0% maturities 2026, S.2S0% maturities 2027, S.2S0% Said interest shall be payable to the Registered Owner of any such Certificate in the manner provided and on the dates stated in the FORM OF CERTIFICATE. Section 6. CI3ARA.CTERISTICS OF THE CERTIFICATES. (a) Registration and Transfer^. That the City shall keep or cause to be kept at the designated corporate trust office of -5- Wells Fargo Bank, National Association, or such other bank, trust company, financial institution, or other agency named in accordance with the provisions of subsection (g) below (the "Paying Agent/Registrar") books or records for the registration and transfer of the Certificates (the "Regis- tration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying AgentlR.egistrar to obtain from the Registered Owner and record in the Registration Books the address of the Registered Owner of each Certificate to which payments with respect to the Certificates shall be mailed, as herein provided. The Issuer or its designee shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar at its Designated Trust Office, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. Registration of each Certificate may be transferred in the Registration Books only upon presentation and surrender thereof to the Paying Agent/Registrar at its Designated Trust Office for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such Certificate, or any portion thereof in any Authorized Denomination, to the assignee or assignees thereof, and the right of such assignee or assignees to have such Certificate or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Certificate or any portion thereof, a new substitute Certificate or Certificates shall be issued in exchange therefor in the manner herein provided. As of the date this Ordinance is approved by the City, the "Designated Trust Office" of the Paying Agent/Registrar is the Fort Worth, Texas corporate trust office of Wells Fargo Bank, National Association. (b) Ow~zership; Registratio~z Books. The entity in whose name any Certificate shall be regis- tered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such Certificate shall be overdue, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such Certificate shall be made only to such Registered Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so paid. (c) Payi~zg Agent. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, and to act as its agent to exchange or replace Certificates, all as provided in this Ordinance. The Paying Agent/Registrarshali keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Certificates, and of all exchanges thereof, and all replacements thereof, as provided in this Ordi- nance. (d) Exchange of Certificates. Each Certificate may be exchanged for fully registered certificates in the manner set forth herein. Each Certificate issued and delivered pursuant to this Ordinance may, upon surrender thereof at the Designated Trust Office ofthe Paying Agent/Registrar, together with a written request therefor duly executed by the Registered Owner or the assignee or assignees thereof or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the Registered Owner or such -6- assignee or assignees, as appropriate, be exchanged for fully registered Certificates, without interest coupons, in the form prescribed in the FORM OF CERTIFICATE, in any Authorized Denomination (subject to the requirement hereinafter stated that each substitute Certificate shall have a single stated maturity date), as requested in writing by such Registered Owner or such assignee or assignees, in an aggregate principal amount equal to the principal amount of any Certificate or Certificates so sur- rendered, and payable to the appropriate Registered Owner, assignee, or assignees, as the case may be. If any Certificate or portion thereof is assigned and transferred, each Certificate issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Certificate for which it is being exchanged. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate. The Paying Agent/Registrar shall exchange or replace Certificates as provided herein, and each fully registered Certificate or Certificates delivered in exchange for or replacement of any Certificate or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Certificates for all purposes of this Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Certificate delivered in exchange for or replacement of another Certificate prior to the first scheduled interest payment date on the Certificates (as stated on the face thereof) shall be dated the same date as such Certificate, but each substitute Certificate so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute Certificate is delivered, unless such substitute Certificate is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute Certificate the interest on the Certificate for which it is being exchanged has not been paid, then such substitute Certificate shall be dated as of the date to which such interest has been paid in full. On each substitute Certificate issued in exchange for or replacement of any Certificate or Certificates issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM OF CERTIFICATE (the "Authentication Certificate"). An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such substitute Certificate, date such substitute Certificate in the manner set forth above, and manually sign and date the Authentication Certificate, and no such substitute Certificate shall be deemed to be issued or outstanding unless the Authentication Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Certificates surrendered for exchange or replacement. No additional ordinances, orders, or resolutions need be passed or adopted by the City Council or any other body or person so as to accomplish the foregoing exchange or replacement of any Certificates or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Authentication Certificate, the exchanged or replaced Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. The Initial Certificate, to the extent of the unpaid or unredeemed principal balance thereof; maybe assigned and transferred by the initial Registered Owner thereof once only, and to one or more assignees designated in writing by the initial Registered Owner thereof. If the Initial Certificate or any portion thereof is assigned and transferred or converted the Initial Certificate must be surrendered to the Paying Agent/Registrar for cancellation, and each Certificate of Obligation issued in exchange for any portion of the Initial Certificate shall have a single stated principal maturity date, and shall not be -7- payable in installments; and each such Certificate of Obligation shall have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Certificate of Obligation is being exchanged; and each such Certificate of Obligation shall bear interest at the single rate applicable to and borne by such installment of principal or portion thereof for which it is being exchanged. If only a portion of the Initial Certificate is assigned and transferred, there shallbe delivered to and registered in the name of the initial Registered Owner substitute Certificates of Obligation in exchange for the unassigned balance of the Initial Certificate in the same manner as if the initial Registered Owner were the assignee thereof. If any Certificate of Obligation or portion thereof other than the Initial Certificate is assigned and transferred or converted each Certificate of Obligation issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Certificate of Obligation for which it is exchanged. A form of assignment shall be printed or endorsed on each Certificate of Obligation, excepting the Initial Certificate, which shall be executed by the Registered Owner or its duly authorized attorney or representative to evidence an assignment thereof. (e) General Chafacteristics. All Certificates issued in exchange or replacement of any other Certificate or portion thereof, (i) shallbe issued in fully registered form, without interest coupons, with the principal of and interest on such Certificates to be payable only to the Registered Owners thereof; (ii) maybe redeemed prior to their scheduled maturities, (iii) maybe transferred and assigned, (iv) maybe exchanged for other Certificates, (v) shallhave the characteristics, (vi) shallbe signed and sealed, and (vii) the principal of and interest on the Certificates shallbe payable, all as provided, and in the manner required or indicated, in the FORM OF CERTIFICATE. (f) Fees. The Issuer shallpay the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers of Certificates, but the Registered Owner of any Certificates requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The Registered Owner of any Certificates requesting any exchange shall pay the Paying Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any such Certificate or portion thereof, together with any taxes or governmental charges required to be paid withrespect thereto, all as a conditionprecedent to the exercise ofsuchprivilege ofexchange, except, however, that in the case of the exchange of an assigned and transferred Certificate or Certificates or any portion or portions thereof in any Authorized Denomination, as provided in this Ordinance, such fees and charges will be paid by the Issuer. In addition, the Issuer hereby covenants with the Registered Owners of the Certificates that it will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on Certificates, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer or registration of Certificates solely to the extent above provided, and with respect to the exchange of Certificates solely to the extent above provided. (g) Successor PayingAgent/Registrar. The Issuer covenants with the Registered Owners of the Certificates that at all times while the Certificates are outstanding the Issuer willprovide a compe- tent and legally qualified bank, trust company, financial institution, or other agency to act as and performthe services ofPaying Agent/Registrar~for the Certificates 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 60 days written notice to the Paying -8- Agent/Registrar. In the event that the entity at any time acting as Paying Agent/Registrar (or its suc- cessor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying Agent/R egistrar to act asPaying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrarprompdy shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Certificates, 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 Certificates, by United States mail, first-class, postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (h) Additional Redemption Notice. (i) In addition to the manner of providing notice of redemption of Certificates as set forth in Section 4 hereof; the Paying Agent/Registrar shall give notice of redemption of Certificates by United States mail, first-class, postage prepaid, at least thirty (30) days prior to a redemption date to the SID and each 1`1RMSIR. In addition, in the event of a redemption caused by an advance refunding of the Certificates, the Paying Agent/Registrar shall send a second notice of redemption to the persons specified in the immediately preceding sentence at least thirty (30) days but not more than ninety (90) days prior to the actual redemption date. Any notice sent to the SID and a NRMSIR shall be sent so that such notice is received at least two (2) days prior to the general mailing or publication date of such notice. The Paying Agent/Registrar shall also send a notice of redemption to the Registered Owner of any Certificates who has not sent the Certificates in for redemption sixty (60) days after the redemption date. The failure to send, mail or receive any such notice described in this clause (i), or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate. (ii) Each redemption notice, whether required in the FORM OF CERTIFICATE or otherwise by this Ordinance, shall contain a description of the Certificates to be redeemed including the complete name of the Certificates, the series, the date of issue, the interest rate, the maturity date, the CUSIP number, the amounts called of each Certificate, the publication and mailing date for the notice, the date ofredemption, the redemption price, the name ofthePaying Agent/Registrar and the address at which the Certificate maybe redeemed including a contact person and telephone number. (iii) All redemption payments made by the Paying Agent/Registrar to the Registered Owners of the Certificates shall include a CUSIP number relating to each amount paid to such Registered Owner. (i) Reporting Requirements. With respect to the Certificates, to the extent required by the Code and the regulations promulgated thereunder, the Paying Agent/R.egistrar shall report to the Registered Owners and the Internal Revenue Service (i) the amount of"reportable payments", if any, subject to backup withholding during each year and the amount of tax withheld, if any, with respect -9- to payments of the Certificates, and (ii) the amount of interest or amount treated as interest on the Certificates and required to be included in the gross income of the Registered Owner thereof. Section 7. FORM OF CERTIFICATES. That the form of the Certificates, including the form of the Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, respectively, shall be in substantially the form as set forth in Exhibit A attached hereto, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. The printer ofthe Certificates is hereby authorized to print on the Certificates (i) the form of bond counsel's opinion relating to the Certificates, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any, covering all or any part of the Certificates. Upon the delivery of the Certificates to the Purchaser, the Paying Agent/Registrar shall complete the "Date of Delivery" on each of the Certificates. Section 8. INTEREST AND REDEMPTION FUND. That a special fund or account, to be designated the "City of Fort Worth, Texas Combination Tax and Limited Surplus Revenue Certificates of Obligation Series 2007 Interest and Redemption Fund" (the "Interest and Redemption Fund") is hereby created and shall be established and maintained by the Issuer. The Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Certificates. All ad valorem taxes levied and collected for and on account of the Certificates shall be deposited, as collected, to the credit of the Interest and Redemption Fund. During each year while any of the Certificates are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of the Issuer, with full allowances being made for tax delinquencies and the cost of tax collections, which will be sufficient to raise and produce the money required to pay the interest on the Certificates as such interest comes due, and to provide a sinking fund to pay the principal of the Certificates as such principal matures, but never less than 2% of the original amount of the Certificates as a sinking fund each year. Said rate and amount of ad valorem tax is hereby ordered to be levied against all taxable property in the Issuer for each year while any of the Certificates are outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit of the Interest and Redemption Fund. Said ad valorem taxes necessary to pay the interest on and principal of the Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. If proceeds from the sale of the Certificates representing accrued interest shall be on deposit in the Interest and Redemption Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes which otherwise would have been required to be levied may be reduced to the extent and by the amount of the accrued interest then on deposit in the Interest and Redemption Fund. Section 9. REVENUES. That the Certificates of Obligation are additionally secured by and shall be payable from the Surplus Revenues. The Surplus Revenues are pledged by the City pursuant to authority of Chapter 1502, Texas Government Code, specifically Section 1502.058 thereof. The City shall promptly deposit the Surplus Revenues upon their receipt to the credit of the Interest and Redemption Fund created pursuant to Section 8, to pay the principal and interest on the Certificates -lo- of Obligation. The amount of Surplus Revenues pledged to the payment of the Certificates of Obligation shall not exceed $1,000. Section 10. TRANSFER. That the Issuer shall do any and all things necessary to accomplish the transfer of moneys to the Interest and Redemption Fund of this issue in ample time to pay such items of principal and interest due on the Certificates as shall become due and mature on any interest payment date, at maturity or by redemption prior to maturity. The Paying Agent/Registrar shall destroy all paid Certificates and fiarnish the City with an appropriate certificate of cancellation or destruction. Section 11. SECURITY FOR FUNDS; INVESTMENTS. (a) Security; Application of Chapter 1208, Govenzment Code. That the Funds and Accounts created by this Ordinance shall be secured in the manner and to the fullest extent permitted or required by law for the security of public funds. The Interest and Redemption Fund shall be used only for the purposes and in the manner permitted or required by this Ordinance. Chapter 1208, Texas Government Code, applies to the issuance of the Certificates and the pledge of ad valorem taxes and the Surplus Revenues granted by the City under Sections 8 and 9, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of the ad valorem taxes and Surplus Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the Registered Owners of the Certificates the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. (b) Investments. That money in any Fund or Account established by this Ordinance may, at the option of the City, be invested in Eligible Investments; provided that all such deposits and investments shall have a par value (or market value when less than par) exclusive of accrued interest at all times at least equal to the amount of money credited to such Funds or Accounts, and shall be made in such manner that the money required to be expended from any Fund or Account will be available at the proper time or times; and provided, further, that the investment of such moneys shall be governed by and consistent with the City's investment policy. Such investments shall be valued in terms of current market value as of the last day of each Fiscal Year, except that direct obligations of the United States (State and Local Government Series) in book-entry form shall be continuously valued at their par or face principal amount. Such investments shall be sold promptly when necessary to prevent any default in connection with any Certificates. Section 12. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES. (a) Replacenzerzt Certificates. That in the event any outstanding Certificate is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Certificate of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided. (b) Application forReplacement Certificates. That application for replacement of damaged, mutilated, lost, stolen, or destroyed Certificates shall be made by the Registered Owner thereof to the -11- Paying Agent/R.egistrar. In every case of loss, theft, or destruction of a Certificate, the Registered Owner applying for a replacement Certificate shall furnish to the Issuer and to the Paying Agent/Registrar such 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 Certificate, the Registered Owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Certificate, as the case maybe. In every case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated. (c) No Default Occurred. That notwithstanding the foregoing provisions of this Section, in the event any such Certificate shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issui~zg Replaceme~at Certificates. That prior to the issuance of any replacement Certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all legal, printing, and other expenses in connection therewith. Every replacement Certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this Ordinance. (e) Authority for Issui~ag Replacement Certificates. That in accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Certificate without necessity of further action by the Issuer or any other body or person, and the duty ofthe replacement of such Certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificates in the form and manner and with the effect, as provided in Section 6(a) of this Ordinance for Certificates issued in conversion and exchange of other Certificates. Section 13. FEDERAL INCOME TAX MATTERS. That the Issuer covenants to refrain from any action which would adversely affect, or to take such action as to ensure, the treatment of the Certificates as obligations described in Section 103 of the Code, the interest on which is not includable in the "gross income" ofthe holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Certificates (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in Section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying -12- arrangement, directly or indirectly, secure or provide for the payment ofmore than 10 percent of the debt service on the Certificates, in contravention of Section 141(b)(2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates (less amount deposited into a reserve fund, if any) then the amount in excess of 5 percent is used fora "private business use" which is "related" and not "disproportionate", within the meaning of Section 141(b)(3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or five percent of the proceeds of the Certificates (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of Section 141(c) of the Code; (d) to refrain from taking any action which would otherwise result in the Certificates being treated as "private activity bonds" within the meaning of Section 141(b) of the Code; (e) to refrain from taking any action that would result in the Certificates being "feder- ally guaranteed" within the meaning of Section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Certificates, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in Section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Certificates, other than investment property acquired with - (1) proceeds ofthe Certificates invested for a reasonable temporaryperiod of three years or less until such proceeds are needed for the purpose for which the Certificates are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of Section 1.148-1(b) of the Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates; (g) to otherwise restrict the use ofthe proceeds ofthe Certificates or amounts treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements of Section 148 of the Code (relating to arbitrage) and, to the ex- tent applicable, Section 149(d) of the Code (relating to advance 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 Certificates) an amount that is at least equal to 90 -13- percent of the "Excess Earnings," within the meaning of Section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Certificates have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under Section 148(f) of the Code. For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the regulations promulgated by the U.S. Department of the Treasury pursuant to the Code (the "Regulations") and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Certificates. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code, the Regulations, or rulings promulgated by the U.S. Department of the Treasury pursuant to the Code. In the event that regulations or ruling are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Certificates, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion ofnationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Certificates under Section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Certificates, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Certificates under Section 103 of the Code. In fiutherance of such intention, the Issuer hereby authorizes and directs the Mayor, the City Manager, any Assistant City Manager, and the Chief Financial Officer of the City to execute any documents, certificates or reports required by the Code, and to make such elections on behalf of the Issuer which may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. In order to facilitate compliance with clause (h) above, a "Rebate Fund" is hereby established and held by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, including without limitation the holders of the Certificates. The Rebate Fund is established for the additional purpose of compliance with Section 148 of the Code. Section 14. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR TIIE PROJECT. That the Issuer covenants to account for the expenditure of proceeds from the sale of the Certificates and any investment earnings thereon to be used for the purposes described in Section 2 ofthis Ordinance (each such purpose shall be referred to herein, Section 15 and Section 19 hereof as a "Project") on its books and records in accordance with the requirements of the Code. The Issuer recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within. 18 months of the later of the date that (a) the expenditure on a Project is made or (b) such Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the Issuer recognizes that in order for the proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Certificates or (b) the date the Certificates are retired. The Issuer agrees to obtain the advise ofnationally-recognized bond counsel if such expenditure fails to comply with -14- the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Certificates. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains anopinion fromnationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 15. DISPOSITION OF PROJECT. That the Issuer covenants that the property constituting a Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion. of nationally- recognized bond counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Certificates. For purposes of this Section, the portion of the property comprising personal property and disposed of in the ordinary course of business shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this Section, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion of anationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 16. CONTINUING DISCLOSURE OBLIGATION. (a) An~zual Reports. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year ending in or after 2007, financial information and operating data with respect to the City of the general type described in Exhibit B hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B hereto, or such other accounting principles as the City maybe required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements by the required time, and shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report on such statements becomes available. (ii) If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section maybe set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (c) Matey°ial Eve~zt Notices. The City shall notify any SID and either each 1`TRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; -1s- 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Certificates; 7. Modifications to rights of holders of the Certificates; 8. Certificate calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Certificates; and 11. Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. Any filing under this Section may be made solely by transmitting such filing to the MAC as provided at http://www.disclosureusa.or~, unless the SEC has withdrawn the interpretive advice stated in its letter to the MAC dated September 7, 2004. (d) Limitations, Disclaimers, and Arnendnaents. (i) The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes any Certificates no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit ofthe holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. (iii) UNDERNO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHCTHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. -16- (iv) No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. (v) The provisions of this Section maybe amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering ofthe Certificates incompliance with the Rule, taking into account any amendments or interpretations ofthe Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other.provision ofthis Ordinance that authorizes such an amendment) ofthe outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the holders and beneficial owners of the Certificates. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and ofthe impact of any change in the type of financial information or operating data so provided. The City may also amend or repeal the provisions of this continuing disclosure agreement ifthe SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates. Section 17. DTC REGISTRATION. That should the terms of the Purchase Agreement so provide, the Certificates initially shall be issued and delivered in such manner that no physical distribution of the Certificates will be made to the public, and The Depository Trust Company ("DTC"), New York, New York, initially may act as depository for the Certificates. DTC has represented that it is a limited purpose trust company incorporated under the laws ofthe State ofNew York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended, and the City accepts, but in no way verifies, such representations. The definitive Certificates delivered to the Purchaser may be registered in the name of CEDE & CO., the nominee of DTC, if the terms of the Purchase Agreement so provide. DTC may hold the Certificates on behalf of the Purchaser. So long as each Certificate is registered in the name of CEDE & CO., the Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof. DTC may maintain abook-entry system which will identify ownership of the Certificates in integral amounts of $5,000, with transfers of ownership being effected on the records of DTC and its participants pursuant to rules and regulations established by them, and that, if the terms of the Purchase Agreement so provide, the Certificates initially deposited with DTC shall be immobilized and not be further exchanged for substitute Certificates except as hereinafter provided. The City is not responsible or liable for any functions of DTC, will not be responsible for paying any fees or charges with respect to its services, will not be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its participants, or -17- protecting any interests or rights of the beneficial owners of the Certificates. Should the terms of the Purchase Agreement so provide, it shallbe the duty ofthe DTC Participants to make all arrangements with DTC to establish this book-entry system, the beneficial ownership of the Certificates, and the method of paying the fees and charges of DTC. The City does not represent, nor does it in any way covenant that any book-entry system established with DTC will be maintained in the future. If for anyreason should any ofthe originally delivered Certificates duly file with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance, substitute Certificates will be duly delivered as provided in this Ordinance, and there will be no assurance or representation that any book-entry system will be maintained for such Certificates. Should there be established abook-entry system with DTC, the City heretofore has executed a "Blanket Letter of Representations" prepared by DTC in order to implement the book-entry system described above. Section 18. DEFAUL')c AND R.EMEDIIES. (a) Eve~zts of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to bean "Event of Default": (i) the failure to make payment of the principal of or interest on any ofthe Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Certificates, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that maybe unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shallbe instituted and maintained for the equal benefit of all Registered Owners of Certificates then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shallbe cumulative and shall -18- be in addition to every other remedy given hereunder or under the Certificates or now or herea$er existing at law or in equity; provided, however, that notwithstanding any other provision ofthis Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Certificate authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the City Council. (iv) None of the members ofthe City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Section 19. SALE. That the sale of the Certificates to the Purchaser pursuant to the terms of the Purchase Agreement is hereby authorized, ratified and confirmed. It is hereby officially found, determined and declared that the Certificates were sold at terms that were the most advantageous reasonably obtained. The City Manager is authorized to execute the Purchase Agreement on behalf of the City, in substantially the form attached to this Ordinance as Exhibit B. Any accrued interest received fromthe sale ofthe Certificates shall be deposited to the Interest and RedemptionFund, and any proceeds representing premium on the Certificates shall be used in a manner consistent with the provisions of Section 1201.041(d), Texas Government Code, to the extent the sum of the principal amount of the Certificates and premium received that may be expended on the Projects does not exceed $42,325,000. Section 20. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES. That the City Manager or the designee thereof is hereby authorized to have control of the Certificates initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending their delivery and their investigation, examination, and approvalby the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, thereon. Section 21. OFFICIALS AUTHORIZED TO ACT ON BEHALF OF THE CITY. That the Mayor, the City Secretary, the City Manager, any Assistant City Manager or the Chief Financial Officer of the City, and all other officers, employees, and agents of the City, and each of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any -19- time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and under the seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Certificates, the offering documents prepared in connection with the sale of the Certificates, or the Paying Agent/Registrar Agreement. In case any officer whose signature appears on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery. Section22. INTEREST EARNINGS. That the interest earnings derived fromthe investment of proceeds from the sale of the Certificates may be used along with other proceeds for the construction of the permanent improvements set forth in Section 2 hereof for which the Certificates are issued; provided that after completion of such permanent improvements, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Redemption Fund. It is further provided, however, that any interest eannngs on proceeds which axe required to be rebated to the United States of America pursuant to this Ordinance hereof in order to prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 23. DEFEASANCE. (a) Defeased Certificates. That any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the extent provided in subsection (c) of this Section, when payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due and payable. At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Certificates that is made in conjunction with the payment arrangements specified in subsection 23(a)(i) or (ii) shall not be irrevocable, provided that in the proceedings providing for such payment arrangements, the Issuer expressly (1) reserves the right to call the Defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the Defeased Certificates immediately following the making of the payment arrangements; and (3) directs that notice ofthe reservationbe included in any redemption notices that it authorizes. -20- (b) Investment i~z Defeasance Secur°ities. Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Certificates and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Certificates may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in subsection 23(a)(i) or (ii). All income from such Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Certificates, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) Payi~zg Agent/Registrar Services. Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/R.egistrar for such Defeased Certificates the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (d) Selection of Certificates fog°Defeasa~ace. In the event that the Issuer elects to defease less than all of the principal amount of Certificates of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Certificates by such random method as it deems fair and appropriate. Section 24.PREAMBLE. That the findings set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and made a part hereof for all purposes. Section25. RULES ®F CONSTRUCTION. That for allpurposes ofthis Ordinance, unless the context requires otherwise, all references to designated Sections and other subdivisions are to the Sections and other subdivisions of this Ordinance. The words "herein", "hereof' and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. Except where the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa. References to any named person means that party and its successors and assigns. References to any constitutional, statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof. Any reference to the payment of principal in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption payments as described herein. The titles and headings of the Sections and subsections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. Section 26. IMMEDIATE EFFECT. That in accordance with the provisions of Section 1201.028, Texas Government Code, this Ordinance shall be effective immediately upon its adoption by the City Council. -21- Section 27. OPEN MEETING. That it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. ADOPTED this 9th day of Januarv, 2007. APPROVED AS TO FORM AND LEGALITY: ~~=mot' G~ City Attorney, City of Fort Worth, exas -22- City of Fort Worth, Texas (SEAL) Exhibit A to Ordinance FORM OF CERTIFICATE NO. $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF Tp~ItRANT AND DENTON CITY OF FORT WORTH, TEXAS COMBINATION TAX AND LIMITED SURPLUS REVENUE CERTIFICATES OF OBLIGATION SERIES 2007 MATURITY DATE INTEREST RATE DATE OF DELIVERY CUSIP 2007 ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH, TEXAS (the "City" or the "Issuer"), being a political subdivision of the State of Texas, hereby promises to payto , or to the registered assignee hereof (either being hereinafter called the "registered owner")the principal amount of DOLLARS and to pay interest thereon, from the Date of Delivery specified above, to the Maturity Date specified above, or the date of its redemption prior to scheduled maturity, at the interest rate per annum specified above, with said interest payable on March 1, 2008, and semiannually on each September 1 and March 1 thereafter; except that if this Certificate is required to be authenticated and the date of its authentication is later than March 1, 2008, such interest is payable semiannually on each September 1 and March 1 following such date. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. At maturity or redemption prior to maturity, the principal of this Certificate shall be paid to the registered owner hereof upon presentation and surrender of this Certificate at the designated corporate trust office in Fort Worth, Texas (the "Designated Trust Office"), of Wells Fargo Bank, National Association, which is the "Paying Agent/Registrar" for this Certificate. The payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, first-class, postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on the last Business Day (as defined in the Certificate Ordinance) of the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or redemption as provided herein shall be paid to the registered owner upon presentation and surrender of this Certificate for payment at the Designated Trust Office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Certificate that on or before each principal and interest payment date for this Certificate it will make available to the Paying Agent/R.egistrar, from the "Interest and Redemption Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due. All Certificates ofthis Series are issuable solely as fullyregistered certificates, without interest coupons, in any integral multiple of $5,000 (an "Authorized Denomination"). IN THE EVENT OFNON-PAYMENT of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be 15 days a$er the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each registered owner of a Certificate appearing on the Registration Books kept by the 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 Certificate shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated Trust Office ofthe Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS CERTIFICATE is one of a Series of Certificates dated January 1, 2007, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $40,250,000, FOR THE PURPOSE OF PROVIDING PART OF THE FUNDS FOR PAYING CONTRACTUAL OBLIGATIONS TO BE II~CURRED BY THE CITY, AS SET FORTH IN THE CERTIFICATE ORDINANCE; and the payment of fiscal, engineering and legal fees incurred in connection therewith. ON MARCH 1, 2017, or on any date thereafter, the Certificates of this Series maturing on March 1, 2018 and thereafter maybe redeemed prior to their scheduled maturities, at the option of the Issuer, in whole, or in part in any Authorized Denomination, at par and accrued interest to the date fixed for redemption. The years of maturity of the Certificates called for redemption at the option of the Issuer prior to stated maturity shall be selected by the Issuer. The Certificates or portions thereof redeemed within a maturity shall be selected by lot or other method by the Paying Agent/Registrar; provided, that during any period in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates ofthe same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository. AT LEAST 30 days prior to the date fixed for any such redemption (a) a written notice of such redemption shall be given to the registered owner of each Certificate or a portion thereof being called for redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar and (b) notice of such redemption either shall be published one (1) time in or posted electronically on the website of a financial journal or publication of general circulation in the United States of America or the State of Texas carrying as a regular feature notices of municipal bonds called for redemption; provided, howevex, that the failure to send, mail, or receive such notice described in (a) above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate, and the Ordinance provides that the provision of notice as described in (b) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Certificate. 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 Certificate 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 Certificate, 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 fluids provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this Certificate or any portion hereof. If a portion of any Certificate shallbe redeemed a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any Authorized Denomination, at the written request of the registered owner, and in aggregate principal amount equal to the unre- deemed 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. AS PROVIDED IN THE CERTIFICATE ORDINANCE, this Certificate may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fullyregistered certificates, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, 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 Certificate to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in accordance with the form. and procedures set forth in the Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar at its Designated Trust Office, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any Authorized Denomination to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment printed or endorsed on this Certificate may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments ofassignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the registered owner. The foregoing notwithstanding, in the case of the exchange of an assigned and transferred Certificate or Certificates or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. The one requesting such exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for exchanging any Certificate or portion thereof. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither the Issuer nor the Paying Agent/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 the Certificates and ending at the close of business on the day of such mailing, or (2) to transferor exchange any Certificates so selected for redemption when such redemption is scheduled to occur within 30 calendar days. WHENEVER the beneficial ownership of this Certificate is determined by a book entry at a securities depository for the Certificates, the foregoing requirements of holding, delivering or transferring this Certificate shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Certificates. IT IS HEREBY certified, recited and covenanted that this Certificate 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 Certificate have been performed, existed, and been done in accordance with law; that this Certificate is a direct obligation of said Issuer, issued on the full faith and credit thereof, and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, 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 for such payment, within the limit prescribed by law; and that a limited pledge (not to exceed $1,000) of the surplus revenues from the operation of the City's combined water and sewer system remaining after payment of all operation and maintenance expenses thereof and any other obligations heretofore or hereafter incurred to which such revenues have been or shall be encumbered by a lien on and pledge of such revenues superior to the lien on and pledge of such revenues to the Certificates, have been pledged as additional security for the Certificates. BY BECOMQ~tG the registered owner of this Certificate, the registered owner thereby acknowledges all ofthe terms and provisions ofthe Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official minutes and records of the Issuer, and agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile signature of the Mayor of the Issuer, attested by the manual or facsimile signature of the City Secretary, and approved as to form. and legality with the manual or facsimile signature of the City Attorney, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in facsimile, on this Certificate. City Secretary APPROVED AS TO FORM AND LEGALITY: ~o~xxx City Attorney ~~ Mayor (SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Certificate of Obligation has been issued under the provisions of the proceedings adopted by the Issuer as described in the text of this Certificate of Obligation; and that this Certificate of Obligation has been issued in exchange for or replacement of a certificate of obligation, certificates of obligation, or a portion of a certificate of obligation or certificates of obligation of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated WELLS FARGO SANK, NATIONAL ASSOCIATION, Paying Agent/Registrar By Authorized Representative *FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE CERTIFICATES UPON INITIAL DELIVERY THEREOF OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO. I hereby certify that this Certificate of Obligation has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Certificate of Obligation has been registered by the Comptroller of Public Accounts of the State of Texas. WITNESS MY F[AND and seal of office at Austin, Texas this (SEAL) Comptroller of Public Accounts of the State of Texas NOTE: *¶ to accompany initial certificates only 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 Certificate of Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Certificate of Obligation on books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Certificate in every particular, without alteration or enlargement or any change whatsoever. The printer of the Certificates is hereby authorized to print on the Certificates (i) the form of bond counsel's opinion relating to the Certificates, and (ii) an appropriate statement of insurance furnished by a municipal bond insurance company providing municipal bond insurance, if any, covering all or any part of the Certificates. INSERTIONS FOR THE INITIAL CER'TIFICA' The Initial Certificate shall be in the form set forth in this Exhibit A, except that: A. Immediatelyundertke name ofthe Certificate, the headings "INTEREST RATE" and "MATURITY DATE" shall be completed with the words "As shown below" and the heading "CUSIP NO." shall be deleted. B. The first paragraph shall be deleted and the following will be inserted: "THE CITY OF FORT WORTH, TEXAS (the "City" or the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to , or to the registered assignee thereof (either being hereinafter called the "registered owner"), on March 1 in each of the years set forth in the following schedule, the principal installments set forth in the following schedule, with such principal installments bearing interest at the per annum rates set forth in the following schedule: Years Principal Installments Interest Rates (Information from Sections 3 and 5 to be inserted) The City promises to pay interest on the unpaid principal installments hereof (calculated on the basis of a 360-day year consisting of twelve 30-day months) from the Date of Delivery shown above at the respective interest rates per annum specified above. Interest is payable on March 1, 2008 and semiannually thereafter on each September 1 and March 1 thereafter to the date of payment of the principal installment specified above; except that if this Certificate is required to be authenticated and the date of its authentication is later than March 1, 2008, such interest is payable semiannually on each September 1 and March 1 following such date. C. The Initial Certificate shall be numbered "T-1 ". Exhibit B to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 16 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified below: The City has heretofore filed with each NRMSIR and the SID its official statement with respect to that certain issue of $46,230,000 City of Fort Worth, Texas General Purpose Refunding Bonds, Series 2004. In the ordinance authorizing the issuance of such Bonds, the City agreed to update annually financial information and operating data with respect to the City of the general type included in such official statement in tables 1 through 6, inclusive, and 8 through 15, inclusive, contained in such official statement, and Appendix B to such Official Statement, "Excerpts from the Annual Financial Report of the City of Fort Worth, Texas". The above-described financial information and operating data with respect to the City is hereby incorporated by reference, and in Section 16 of this Ordinance the City has agreed to annually update such financial information and operating data in accordance with Rule 15c2-12, promulgated by the United States Securities and Exchange Commission. Accounting Principles The accounting principles referred to in Section 16 of this Ordinance are the accounting principles described in the notes to the annual financial report referred to above. EXHIBIT C BOND PURCHASE AGREEMENT THE STATE OF TEXAS COUNTIES OF TARRA]~T AND DENTON CITY OF FORT WORTH I, Marty Hendrix, City Secretary of the City of Fort Worth, in the State of Texas, do hereby certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open, public meeting of the City Council of the City of Fort Worth, Texas held on January 9, 2007, and of the ordinance authorizing the issuance of Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2007, which was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt and the whole of said ordinance. In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort Worth, this day of January, 2007. City Secretary, City of Fort Worth, Texas (SEAL) Page 1 of 2 City of Forf IlV®rth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 1/9/2007 -Ordinance No. 17362-01-2007 DATE: Tuesday, January 09, 2007 LOG NAME: 130007CRITICAL REFERENCE NO.: G-15571 SUBJECT: Adopt Ordinance Providing for the Issuance of City of Fort Worth, Texas Combination Tax and Limited Surplus Revenue Certificates of Obligation Series 2007; Providing for the Levy Assessment and Collection of a Tax Sufficient to Pay the Interest on Said Certificates of Obligation and to Create a Sinking Fund for the Redemption Thereof at Maturity; Pledging Certain Revenues in Support of Said Certificates; Prescribing the Form of Said Certificates of Obligation; and Ordaining Other Matters Relating to the Subject RECOMMENDATION: It is recommended that the City Council: 1. Adopt an ordinance providing for the issuance of to $42,325,000.00 Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2007; 2. Authorize the $42,325,000.00 Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2007, be sold to ,the bidder offering the lowest true interest rate of %. DISCUSSION: Bids for the $42,325,000.00 Combination Tax and Revenue Certificates of Obligation, Series 2007, were received yesterday (January 8, 2007) at 10:00 a.m. A summary of the true interest rates for the bids received by the City is attached. Proceeds from this sale will be used to fund part of the Critical Capital Needs Program identified by staff and presented to the City Council on December 11, 2006. The proceeds will fund design costs, land acquisition, construction and equipping of (i) fire stations throughout the City, (ii) the Nashville police station, and (iii) a public health center owned and operated by the City; the construction of street improvements (including freeway interchanges, and arterial access) and related drainage and sidewalk improvements throughout the City, and the acquisition of related traffic and communications equipment; the acquisition of equipment with respect to traffic safety programs of the City; the reconstruction of streets and related drainage and sidewalk improvements throughout the City; and the payment of fiscal, engineering and legal fees as approved by the City Council in M&C G-15539 on December 19, 2006. It is anticipated that the closing and delivery of the funds will occur on February 13, 2007. The projects described above will be located throughout the City. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds will be available upon completion of the sale, closing and delivery of the $42,325,000.00 Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2007 for the projects described above. http://www.cfwnet.org/council~acket/Reports/mc~rint.asp 2/19/2007 Page 2 of 2 The Finance Director also certifies that funds will be available to make the debt service payments on these obligations. TO Fund/Account/Centers FROM Fund/AccountlCenters Submitted for City Manager's Office by: Karen Montgomery (6222) Originating Department Head: Richard Zavala (Acting) (8517) Additional Information Contact: Skipper Shook (2438) http://www.cfwnet.org/council~acket/Reports/mc~rint.asp 2/19/2007