HomeMy WebLinkAboutOrdinance 19802-08-2011THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON AND WISE
CITY OF FORT WORTH
On the 26th day of July, 2011, the City Council of the City of Fort Worth, Texas, met in
regular, open, public meeting in the City Council Chamber in the City Hall, and roll was called of the
duly constituted members of the City Council, to -wit:
Betsy Price,
Salvador Espino,
W.B. "Zim" Zimmerman
Danny Scarth,
Frank Moss,
Jungus Jordan,
Dennis Shingleton,
Kathleen Hicks,
Joel Burns,
Tom Higgins
Sarah Fullenwider,
Marty Hendrix,
Lena Ellis,
Mayor
Councilmembers,
Interim City Manager,
City Attorney,
City Secretary,
Chief Financial Officer
thus constituting a quorum present; and after the City Council had transacted certain business, the
following business was transacted, to -wit:
Councilmember J dJ-) introduced an ordinance and moved its passage. The motion
was seconded by Councilmember E ho . The Ordinance was read by the City Secretary. tary. The
motion, carrying with it the passage of the ordinance prevailed by a vote of -1 YEAS, a NAYS.
The ordinance as passed is as follows:
ORDINANCE NO. 19802 -07 -2011
PROVIDING FOR THE ISSUANCE OF CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE REFUNDING BONDS, SERIES 2011, IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $65,000,000;
ESTABLISHING PARAMETERS WITH RESPECT TO THE SALE OF THE
BONDS; DELEGATING TO THE DESIGNATED CITY OFFICIALS THE
AUTHORITY TO EFFECT THE SALE OF THE BONDS; ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT; AND DECLARING AN
IMMEDIATE EFFECTIVE DATE
WHEREAS, the City Council of the City of Fort Worth (the "City" or the "Issuer ") finds that
the outstanding obligations described in Schedule I attached to this Ordinance (the "Refunded
Obligations ") are eligible to be refunded to achieve a debt service savings; and
WHEREAS, the City Council finds that the issuance of the bonds authorized by this Ordinance
for the purpose of refunding all or a portion of the outstanding obligations described in Schedule I
attached to this Ordinance to realize a net present value savings is a public purpose; and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City Council
delegates to the City Manager, any Assistant City Manager and the Chief Financial Officer of the City,
individually but not collectively (each an "Authorized Representative ") the authority to effect the sale of
the bonds authorized by this Ordinance, subject to the parameters described in this Ordinance.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS:
1. That the bond or bonds of the City to be called "General Purpose Refunding Bonds,
Series 2011" (the "Bonds "), be issued under and by virtue of the Constitution and laws of the State of
Texas and the Charter of the City in an aggregate principal amount not to exceed $65,000,000 for the
purpose of (i) refunding the Refunded Obligations, and (ii) paying the costs of issuance associated with
the issuance of the Bonds. The Bonds are authorized pursuant to Chapter 1207, Texas Government
Code ( "Chapter 1207 ") and other applicable laws of the State of Texas.
2. (a) That the Bonds shall be sold as fully registered bonds, without interest coupons,
numbered consecutively from R -1 upward, payable to the respective initial registered owners of the
Bonds, or to the registered assignee or assignees of the Bonds, in any Authorized Denomination,
maturing not later than March 1, 2031, payable serially or otherwise on the dates, in the years and in the
principal amounts, and dated, all as set forth in the Purchase Agreement.
(b) It is in the best interests of the City for the Bonds to be sold through a negotiated sale. The
City Manager is hereby authorized to designate the senior managing underwriter for the Bonds. The
City Council authorizes each Authorized Representative to enter into and carry out the bond purchase
agreement (the "Purchase Agreement ") with the investment banking firms named in the Purchase
Agreement (the "Underwriters "), in substantially the form attached to this Ordinance. The Bonds shall
be sold to the Underwriters at the price, and subject to the terms and conditions as set forth in the
Purchase \greemcnt, as determined b. the .Authorizcd RepresentatlN c pursuant to subsection (d) of this
Section. The authority of an Authorized Representative to execute the Purchase Agreement shall expire
at 5:00 p.m. on Friday, December 30, 2011. Any finding or determination made by an Authorized
Representative relating to the issuance and sale of the Bonds and the execution of the Purchase
Agreement shall have the same force and effect as a finding or determination made by the City Council.
(c) In accordance with Chapter 1207, the City Council authorizes each Authorized
Representative to act on behalf of the City in selling and delivering the Bonds and carrying out the other
procedures specified in this Ordinance, including determining and fixing the date of the Bonds, any
additional or different designation or title by which the Bonds shall be known, the aggregate principal
amount of the Bonds sold, the date of delivery of the Bonds sold, the price at which the Bonds will be
sold, the years in which the Bonds will mature, the principal amount of Bonds to mature in each of such
years, that portion of the Bonds, if any, to be issued as capital appreciation bonds and the maturity
amount of any Bonds issued as capital appreciation bonds, the rate or rates of interest to be borne by or
accrue on each maturity, the interest payment periods, the dates, price, and terms upon and at which the
Bonds shall be subject to redemption prior to maturity at the option of the City, as well as any
mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale, and
delivery of the Bonds, and the refunding of the Refunded Obligations, including, without limitation,
obtaining a municipal bond insurance policy in support of the Bonds, all of which shall be specified in
the Purchase Agreement; provided, that (i) the price to be paid for the all
shall not be less than 95%
of the aggregate original principal amount of the Bonds, plus accrued interest, if any, from the date of
their delivery, (ii) none of the Bonds shall bear interest (or, in the case of any Bond issued as a capital
appreciation bond, producing a yield) at a rate greater than 6.00% per annum, and (iii) the Bonds shall
not be sold for the purpose of refunding the Refunded Obligations unless the refunding of the
Refunded Obligations results in achieving the minimum net present value debt service savings threshold
described in subsection (d) of this Section. The amount of the savings to be realized from the refunding
of the Refunded Obligations, on both a gross and a present value basis, shall be set forth in a certificate
(further described in subsection (d) of this Section) to be executed by the Chief Financial Officer of the
City.
(d) As a condition to the issuance of the Bonds, the refunding of the aggregate principal amount
of the Refunded Obligations must produce (i) a net present value savings, calculated in accordance with
GASB Statement No. 7, of at least three and one -half percent (3.50 9/6), and (ii) a positive gross savings.
The principal amount of Bonds issued to refund Refunded Obligations, and the Refunded Obligations
to be refunded, shall be specifically identified in the Purchase Agreement. An Authorized
Representative may elect not to refund any of the obligations listed in Schedule I, but in no event shall
the Bonds be issued if the refunding of the aggregate principal amount of the obligations selected for
refunding does not result in the minimum savings threshold established in this Ordinance being met. On
or before the date of delivery of the Bonds, the Chief Financial Officer of the City shall execute and
deliver to the City Council a certificate stating that the savings thresholds established in this Ordinance
have been met. The certificate shall specifically state both the net present value savings and the gross
savings realized by the City as a result of refunding the Refunded Obligations. The determination of an
Authorized Representative relating to the issuance and sale of Bonds to refund Refunded Obligations as
provided in the Purchase Agreement shall have the same force and effect as a determination made by
the City Council.
\f&C G 1 -338 17126/2011) ( Winance V'u. 19802 0' 2011
(e) The City Council authorizes the City Manager and the Chief Financial Officer of the City to
provide for and oversee the preparation of a preliminary and final official statement in connection with
the issuance of the Bonds, and to approve the preliminary and final official statement and deem the
preliminary official statement final, and to provide it to the Underwriters, in compliance with the Rule.
3. (a) That the Bonds may be subject to redemption prior to their scheduled maturities at the
option of the City, on the dates and in the manner provided in the Purchase Agreement. Should the
Purchase Agreement provide for the redemption of the Bonds, if less than all of the Bonds are to be
redeemed by the City, the City shall determine the maturity or maturities and the amounts to be
redeemed and shall direct the Paying Agent /Registrar to call by lot Bonds, or portions of Bonds, within
a maturity and in the principal amounts for redemption; provided, that during any period in which
ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if
fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed,
the particular Bonds shall be selected in accordance with the arrangements between the City and the
securities depository. The FORM OF BOND shall be revised to reflect any optional redemption of the
Bonds, to the extent provided in the Purchase Agreement.
(b) Should the Purchase Agreement provide for the mandatory sinking fund redemption of the
Bonds, the terms and conditions governing any mandatory sinking fund redemption and the payment of
mandatory sinking fund payments shall be set forth therein, and the FORM OF BOND shall be revised
to reflect any mandatory sinking fund redemption of the Bonds, to the extent provided in the Purchase
Agreement.
(c) The City shall cause notice of any redemption of Bonds to be given in the manner provided
in the FORM OF BOND. By the date fixed for any such redemption, due provision shall be made with
the Paying Agent /Registrar for the payment of the required redemption price for the Bonds or the
portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for
redemption. If such notice of redemption is given (to the extent notice is required to be given), as
provided in the FORM OF BOND, and if due provision for such payment is made, all as provided
above, the Bonds or the portions thereof which are to be so redeemed, thereby automatically shall be
redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their
redemption, and shall not be regarded as being outstanding except for the right of the registered owner
to receive the redemption price plus accrued interest to the 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 Bonds or any portion thereof. If a
portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date,
bearing interest at the same rate, in any denomination or denominations in any integral multiple of
$5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in this Ordinance.
4. That the Bonds of each maturity shall bear or accrue interest calculated on the basis of a 360 -
day year composed of twelve 30 -day months from the dates specified in the FORM OF BOND set
forth in this Ordinance, to their respective dates of maturity at the rates set forth in the Purchase
Agreement. Interest on the Bonds shall be payable on the dates set forth in the Purchase Agreement,
until the maturity or prior redemption of the Bonds.
�%tAcC G -17338 (- /26/2011) Ordinance No. 19802 -07 2011
5. (a) That the City shall keep or cause to be kept at the designated corporate trust office in Fort
Worth, Texas (the "Designated Payment Office ") of Wells Fargo Bank, National Association (the
"Paying Agent /Registrar "), or such other bank, trust company, financial institution, or other agency
named in accordance with the provisions of (g) below, books or records of the registration and transfer
of the Bonds (the "Registration Books "), and the City hereby appoints the Paying Agent /Registrar as its
registrar and transfer agent to keep such books or records and make such transfers and registrations
under such reasonable regulations as the City and the 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 Agent /Registrar to obtain from the registered owner and record in the Registration
Books the address of such registered owner of each Bond to which payments with respect to the Bonds
shall be mailed, as herein provided. The City or its designee shall have the right to inspect the Registra-
tion Books during regular business hours of the Paying Agent /Registrar, but otherwise the Paying
Agent /Registrar shall keep the Registration Books confidential and, unless otherwise required by law,
shall not permit their inspection by any other entity. Registration of each Bond may be transferred in
the Registration Books only upon presentation and surrender of such bond to the Paying Agent/ -
Registrar for transfer of registration and cancellation, together with proper written instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent /Registrar,
evidencing the assignment of such bond, or any portion thereof in any integral multiple of $5,000, to the
assignee or assignees thereof, and the right of such assignee or assignees to have such bond or any such
portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer
of any Bond or any portion thereof, a new substitute Bond or Bonds shall be issued in exchange
therefor in the manner herein provided.
(b) The entity in whose name any Bond shall be registered in the Registration Books at any time
shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether such Bond
shall be overdue, and the City and the Paying Agent /Registrar shall not be affected by any notice to the
contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such
Bond shall be made only to such registered owner. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
(c) The City hereby further appoints the Paying Agent /Registrar to act as the paying agent for
paying the principal of and interest on the Bonds, and to act as its agent to exchange or replace Bonds,
all as provided in this Ordinance. The Paying Agent /Registrar shall keep proper records of all payments
made by the City and the Paying Agent /Registrar with respect to the Bonds, and of all exchanges
thereof, and all replacements thereof, as provided in this Ordinance.
(d) Each Bond may be exchanged for fully registered bonds in the manner set forth herein.
Each Bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal
amount thereof, may, upon surrender thereof at the Designated Payment Office of the 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
assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons,
in the form prescribed in the FORM OF BOND, in the denomination of $5,000, or any integral
multiple thereof (subject to the requirement hereinafter stated that each substitute Bond shall have a
single stated maturity date), as requested in writing by such registered owner or such assignee or
assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Bond or
,M&C G- 1'338 (7/26/2011) ( Winance No. 19802 07 2011
Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the
case may be. If a portion of any Bond shall be redeemed prior to its scheduled maturity as provided
herein, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in
the denomination or denominations of any integral multiple of $5,000 at the request of the registered
owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to
the registered owner upon surrender thereof for cancellation. If any Bond or portion thereof is assigned
and transferred, each Bond issued in exchange therefor shall have the same principal maturity date and
bear interest at the same rate as the Bond for which it is being exchanged. Each substitute Bond shall
bear a letter and /or number to distinguish it from each other Bond. The Paying Agent /Registrar shall
exchange or replace Bonds as provided herein, and each fully registered Bond delivered in exchange for
or replacement of any Bond or portion thereof as permitted or required by any provision of this
Ordinance shall constitute one of the Bonds for all purposes of this Ordinance, and may again be
exchanged or replaced. It is specifically provided, however, that any Bond delivered in exchange for or
replacement of another Bond prior to the first scheduled interest payment date on the Bonds (as stated
on the face thereof) shall be dated the same date as such Bond, but each substitute Bond so delivered on
or after such first scheduled interest payment date shall be dated as of the interest payment date
preceding the date on which such substitute Bond is delivered, unless such substitute Bond is delivered
on an interest payment date, in which case it shall be dated as of such date of delivery; provided,
however, that if at the time of delivery of any substitute Bond the interest on the bond for which it is
being exchanged has not been paid, then such substitute Bond shall be dated as of the date to which
such interest has been paid in full. On each substitute Bond issued in exchange for or replacement of
any Bond or Bonds issued under this Ordinance there shall be printed thereon a Paying Agent /Reg-
istrar's Authentication Certificate, in the form hereinafter set forth in the FORM OF BOND (the
Authentication Certificate "). An authorized representative of the Paying Agent /Registrar shall, before
the delivery of any such substitute Bond, date such substitute Bond in the manner set forth above, and
manually sign and date the Certificate, and no such substitute Bond shall be deemed to be issued or out-
standing unless the Certificate is so executed. The Paying Agent /Registrar promptly shall cancel all
Bonds surrendered for exchange or replacement. No additional ordinances, orders, or resolutions need
be passed or adopted by the City Council or any other body or person so as to accomplish the foregoing
exchange or replacement of any Bond or portion hereof, and the Paying Agent /Registrar shall provide
for the printing, execution, and delivery of the substitute bonds in the manner prescribed herein.
Pursuant to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Bond
as aforesaid is hereby imposed upon the Paying Agent /Registrar, and, upon the execution of the
Authentication Certificate, the exchanged or replaced Bond shall be valid, incontestable, and enforceable
in the same manner and with the same effect as the Bonds which originally were delivered pursuant to
this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public
Accounts. Neither the City nor the Paying Agent /Registrar shall be required (1) to issue, transfer, or
exchange any Bond during a period beginning at the opening of business 30 days before the day of the
first mailing of a notice of redemption of Bonds and ending at the close of business on the day of such
mailing, or (2) to transfer or exchange any Bond so selected for redemption in whole when such
redemption is scheduled to occur within 30 calendar days.
(e) All Bonds issued in exchange or replacement of any other Bond or portion thereof, (i) shall
be issued in fully registered form, without interest coupons, with the principal of and interest on such
Nf&(: G- 17338 (7/26/2011) - Ordinance No. 19802 -07 -2011
Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled
maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Bonds, (v) shall have
the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Bonds
shall be payable, all as provided, and in the manner required or indicated, in the FORM OF BOND.
(f) The City shall pay the Paying Agent /Registrar's reasonable and customary fees and charges
for making transfers of Bonds, but the registered owner of any Bond requesting such transfer shall pay
any taxes or other governmental charges required to be paid with respect thereto. The registered owner
of any Bond requesting any exchange shall pay the PayingAgent /Registrar's reasonable and standard or
customary fees and charges for exchanging any such Bond or portion thereof, together with any taxes or
governmental charges required to be paid with respect thereto, all as a condition precedent to the
exercise of such privilege of exchange, except, however, that in the case of the exchange of an assigned
and transferred Bond or Bonds or any portion or portions thereof in any integral multiple of $5,000, and
in the case of the exchange of the unredeemed portion of a Bond which has been redeemed in part prior
to maturity, as provided in this Ordinance, such fees and charges will be paid by the City. In addition,
the City hereby covenants with the registered owners of the Bonds that it will (i) pay the reasonable and
standard or customary fees and charges of the Paying Agent /Registrar for its services with respect to the
payment of the principal of and interest on the Bonds, when due, and (ii) pay the fees and charges of the
Paying Agent /Registrar for services with respect to the transfer or registration of Bonds solely to the
extent above provided, and with respect to the exchange of Bonds solely to the extent above provided.
(g) The City covenants with the registered owners of the Bonds that at all times while the Bonds
are outstanding the City will provide a competent and legally qualified bank, trust company, financial
institution, or other agency to act as and perform the services of Paying Agent /Registrar for the Bonds
under this Ordinance, and that the Paying Agent /Registrar will be one entity. The City 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 Agent /Registrar. In the event that the entity at any time acting as Paying
Agent /Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise
cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified
national or state banking institution which shall be a corporation organized and doing business under
the laws of the United States of America or of any state, authorized under such laws to exercise trust
powers, subject to supervision or examination by federal or state authority, and whose qualifications
substantially are similar to the previous Paying Agent /Registrar to act as Paying Agent /Registrar under
this Ordinance. Upon any change in the Paying Agent /Registrar, the previous Paying Agent /Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent /Registrar designated and
appointed by the City. Upon any change in the Paying Agent /Registrar, the City promptly will cause a
written notice thereof to be sent by the new Paying Agent /Registrar to each registered owner of the
Bonds, by United States mail, first -class postage prepaid, which notice also shall give the address of the
new Paying Agent/ Registrar. By accepting the position and performing as such, each Paying
Agent /Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying Agent /Registrar.
(h) Each redemption notice, whether required in the FORM OF BOND or otherwise by
%I&(: G- 17338 (7/26/2011) - Ordinance No. 19802 -07 -2011
this Ordinance, shall contain a description of the Bonds to be redeemed, including the complete name
of the Bonds, the series, the date of issue, the interest rate, the maturity date, the CUSIP number, the
amounts called for redemption, the publication and mailing date for the notice, the date of redemption,
the redemption price, the name of the Paying Agent /Registrar and the address at which the Bond may
be redeemed, including a contact person and telephone number. All redemption payments made by the
Paying Agent /Registrar to the registered owners of the Bonds shall include CUSIP numbers relating to
each amount paid to such registered owner.
(i) With respect to the Bonds, to the extent required by the Code and the regulations
promulgated thereunder, the Paying Agent /Registrar shall report to the Registered Owners and the
Internal Revenue Service (i) the amount of "reportable payments ", if any, subject to backup withholding
during each year and the amount of tax withheld, if any, with respect to payments of the Bonds, and (ii)
the amount of interest or amount treated as interest on the Bonds and required to be included in the
gross income of the Registered Owner thereof.
6. That the form of all Bonds, including the form of the Comptroller's Registration Certificate
to accompany the Bonds on the initial delivery thereof, the form of the Authentication Certificate, and
the Form of Assignment to be printed on each of the Bonds, shall be, respectively, substantially as set
forth in Exhibit A to this Ordinance, with such appropriate variations, omissions, or insertions as are
permitted or required by this Ordinance.
7. (a) That a special fund or account, to be designated the "City of Fort Worth, Texas Series
2011 General Purpose Refunding Bonds Interest and Redemption Fund" (the "Interest and Redemption
Fund ") is hereby created and shall be established and maintained by the City. The Interest and
Redemption Fund shall be kept separate and apart from all other funds and accounts of the City, and
shall be used only for paying the interest on and principal of the Bonds. All taxes levied and collected
for and on account of the Bonds shall be deposited, as collected, to the credit of the Interest and
Redemption Fund. During each year while any Bond is outstanding and unpaid, the City Council of the
City shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved
tax rolls of the City, with full allowances being made for tax delinquencies and costs of tax collections,
which will be sufficient to raise and produce the money required to pay the interest on the Bonds as
such interest comes due, and to provide a sinking fund to pay the principal (including mandatory sinking
fund redemption payments, if any) of the Bonds as such principal matures, but never less than 2% of
the outstanding principal amount of the Bonds as a sinking fund each year. Said rate and amount of ad
valorem tax is hereby ordered to be levied and is hereby levied against all taxable property in the City for
each year while any of the Bonds is outstanding and unpaid, and said ad valorem tax shall be assessed
and collected each such year and deposited to the credit of the Interest and Redemption Fund. Said ad
valorem taxes necessary to pay the interest on and principal of the Bonds, as such interest comes due,
and such principal matures or comes due through operation of the mandatory sinking fund redemption,
if any, as provided in the FORM OF BOND, are hereby pledged for such purpose, within the limit
prescribed by law. There shall be appropriated from the General Fund of the City for deposit into the
Interest and Redemption Fund moneys as may be necessary to pay the first scheduled debt service
payments on the Bonds occurring on and before March 1, 2012.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge
NI &C G -17338 (7/26/2011) - Ordinance No. 19802 -07 -2011
of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is therefore valid,
effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and
unpaid such that the pledge of ad valorem taxes made by the City under Section 7(a) of this Ordinance
is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in
order to preserve to the registered owners of the Bonds the perfection of the security interest in said
pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas
law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and
enable a filing to perfect the security interest in said pledge to occur.
8. (a) That in the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed,
the Paying Agent /Registrar shall cause to be printed, executed, and delivered, a new bond of the same
Principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond,
in replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be
made to the Paying Agent /Registrar. In every case of loss, theft, or destruction of a Bond, t e applicant
h
for a replacement bond shall furnish to the City and to the Paying Agent /Registrar such security or
indemnity as may be required by them to save each of them harmless from any loss or damage with
respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the applicant shall furnish to
the City and to the Paying Agent /Registrar evidence to their satisfaction of the loss, theft, or destruction
of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the applicant shall
surrender to the Paying Agent /Registrar for cancellation the Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall
have matured, and no default has occurred which is then continuing in the payment of the principal of
am
redemption premium, if any, or interest on the Bond, the City may authorize the payment of the s e
(without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing
replacement Bond, provided security or indemnity is furnished as above provided in this Section. a
(d) Prior to the issuance of any replacement Bond, the Paying Agent /Registrar shall charge the
owner of such Bond with all legal, printing, and other expenses in connection therewith. Every
lost, stolen, or destroyed shall constitute a contractual obligation of the City whether the lost,
replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is
stolen, or
destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under
this Ordinance.
(e) In accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance
shall constitute authority for the issuance of any such replacement bond without necessity of further
action by the governing body of the City or any other body or person, and the duty of the replacement
of such bonds is hereby authorized and imposed upon the Paying Agent /Registrar, subject to the
conditions imposed by this Section 8 of this Ordinance, and the Paying Agent /Registrar shall
authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section
5(d) of this Ordinance for Bonds issued in exchange for other Bonds.
9. That the Mayor, the City Secretary, the City Manager, any Assistant City Manager or the
%1 &C G -17338 (7/26/2011) - Ordmance No. 19802 07 -2011
Chief Financial Officer of the City, the Director of Finance, the City Treasurer and all other officers,
employees, and agents of the City, and each of them, shall be and they are hereby expressly authorized,
empowered, and directed from time to time and at any time to do and perform all such acts and things
and to execute, acknowledge, and deliver in the name and under the seal and on behalf of the City all
such instruments, whether herein mentioned, as may be necessary or desirable in order to carry out the
terms and provisions of this Ordinance or the Bonds. In case any officer whose signature appears on
any Bond shall cease to be such officer before the delivery of such Bond, such signature shall
nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until
such delivery. The City Manager of the City or the designee thereof is hereby authorized to have
control of the Bonds and all necessary records and proceedings pertaining to the Bonds pending their
delivery and their investigation, examination and approval by the Attorney General of the State of
Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon
registration of the Bonds, said Comptroller of Public Accounts (or a deputy designated in writing to act
for said Comptroller) shall manually sign the Comptroller's Registration Certificate accompanying the
Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such
certificate. The City Council hereby authorizes the payment of the fee of the Office of the Attorney
General of the State of Texas for the examination of the proceedings relating to the issuance of the
Bonds, in the amount determined in accordance with the provisions of Section 1202.004, Texas
Government Code.
10. That the proceeds from the sale of the Bonds shall be used in the manner described in a
letter of instructions executed by or on behalf of the City,Pmmded, that proceeds representing accrued
interest on the Bonds shall be deposited to the credit of the Interest and Redemption Fund and
proceeds representing premium on the Bonds shall be used in a manner consistent with the provisions
of Section 1201.042(d), Texas Government Code.
11. That the Issuer covenants to take any action to assure, or refrain from any action which
would adversely affect, the treatment of the Bonds as obligations described in section 103 of the
Internal Revenue Code of 1986 (the "Code "), the interest on which is not includable in the "gross
income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer
covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are
used for any "private business use ", as defined in section 141(b) (6) of the Code or, if more than
10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer,
with respect to such private business use, do not, under the terms of this Ordinance or any
underlying arrangement, directly or indirectly, secure or provide for the payment of more than
10 percent of the debt service on the Bonds, in contravention of section 141 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 Bonds or the
Projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount
in excess of 5 percent is used for a "private business use" which is "related" and not
"disproportionate ", within the meaning of section 141(b)(3) of the Code, to the governmental
use;
M &C G- 17338 (7/26/2011) - Ordinance No. 19802 -0- 2011
9
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(fl to refrain from using any portion of the proceeds of the Bonds, directly or indi-
rectly, 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 Bonds, other than investment property acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period until
such proceeds are needed for the purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148 -1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the
requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable,
section 149(d) of the Code (relating to advance refundings); and
(h) to pay to the United States of America at least once during each five -year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of
the "Excess Earnings ", within the meaning of section 148(f) of the Code and to pay to the
United States of America, not later than 60 days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of a refunding
bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of
the issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will
not be required to comply with any covenant contained herein to the extent that such failure to comply,
M &C G -17338 (7/26/2011) - Ordinance No. 19802-0-7 201 1
10
in the opinion of nationally - recognized bond counsel, will not adversely affect the exemption from
federal income taxation of interest on the Bonds 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 Bonds, the Issuer agrees to comply with the additional requirements to the extent
necessary, in the opinion of nationally - recognized bond counsel, to preserve the exemption from federal
income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the
foregoing, each of the Mayor, the City Manager, any Assistant City Manager, the Chief Financial Officer
of the City, the Director of Finance and the City Treasurer may execute any certificates or other reports
required by the Code and to make such elections, on behalf of the City, which may be permitted by the
Code as are consistent with the purpose for the issuance of the Bonds.
In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby established
by the City for the sole benefit of the United States of America, and such Rebate Fund shall not be
subject to the claim of any other person, including without limitation the registered owners of the
Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of
the Code.
12. That the Issuer covenants that the property financed or refinanced with the proceeds of the
Bonds 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 Bonds. For purposes of this Section, the portion of the property comprising personal
property and disposed of in the ordinary course of business shall not be treated as a transaction resulting
in the receipt of cash or other compensation. For purposes of this Section, the Issuer shall not be
obligated to comply with this covenant if it obtains an opinion of nationally - recognized bond counsel to
the effect that such failure to comply will not adversely affect the excludability for federal income tax
purposes from gross income of the interest.
13. (a) Definitions. That, as used in this Section, the following terms shall have the meanings
ascribed to such terms below:
"Bunness Day" means a day other than a Saturday, Sunday, a legal holiday, or a day on
which banking institutions are authorized by law or executive order to close in the City or the
city where the Designated Payment Office of the Paying Agent /Registrar is located.
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC' means the United States Securities and Exchange Commission.
(b) Annual Reports. (1) The City shall provide annually to the MSRB, within six months after the
end of each fiscal year ending in or after 2011, 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
Nt &C G -1'338 ('/26/2011) Ordinance No. 19802 -0' -2011
other accounting principles as the City may be required to employ from time to time pursuant to state
law or regulation, and (2) audited, if the City commissions an audit of such statements and the audit is
completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the City shall provide unaudited financial statements
by the required time, and shall provide audited financial statements for the applicable fiscal year to the
MSRB, when and if the audit report on such statements becomes available.
(ii) If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of
the new fiscal year end) prior to the next date by which the City otherwise would be required to provide
financial information and operating data pursuant to this Section. The financial information and
operating data to be provided pursuant to this Section may be set forth 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 the
MSRB or filed with the SEC. Filings shall be made electronically, in such format as is prescribed by the
MSRB.
(c) Disclosure EventNoticer. The City shall notify the MSRB, in a timely manner not in excess of
ten Business Days after the occurrence of the event, of any of the following events with respect to the
Bonds:
1. Principal and interest payment delinquencies;
2. Non - payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701 -TEB) or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the
Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the City
or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material; and
14. Appointment of a successor Paying Agent /Registrar or change in the name of
the Paying Agent /Registrar, if material.
tit &C G -17338 (7/26/2011) - Ordinance No. 19802 -07 -2011
12
The City shall notify 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
subsection (a). As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding
under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court
or governmental authority has assumed jurisdiction over substantially all of the assets or business of the
City, or if jurisdiction has been assumed by leaving the City Council and official or officers of the City in
possession but subject to the supervision and orders of a court or governmental authority, or the entry
of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(d) Limitations, Disclaimers, and Amendments (i) The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the City remains
an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in
any event will give notice of any deposit made in accordance with this Ordinance or applicable law that
causes any Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only
the financial information, operating data, financial statements, and notices which it has expressly agreed
to provide pursuant to this Section and does not hereby undertake to provide any other information that
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 Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH
PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) A default by the City in observing or performing its obligations under this Section shall not
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide notices to
entities other than the MSRB, the City agrees to undertake such obligation in accordance with the Rule
as amended.
M &C G- 1'338 (7/26/2011) - Ordinance No. 19802 -07 -2011
13
(vi) The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change in
the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section,
as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering
of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the
Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a
majority in aggregate principal amount (or any greater amount required by any other provision of this
Ordinance that authorizes such an amendment) of the outstanding Bonds consent to such amendment
or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines
that such amendment will not materially impair the interest of the holders and beneficial owners of the
Bonds. If the City so amends the provisions of this Section, it shall include with any amended financial
information or operating data next provided in accordance with subsection (b) of this Section an
explanation, in narrative form, of the reason for the amendment and of the impact of any change in the
type of financial information or operating data so provided. The City may also amend or repeal the
provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are
invalid, but only if and to the extent that the provisions of this sentence would not prevent an
underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds.
14. That concurrently with the delivery of the Bonds, the Chief Financial Officer of the City
shall cause to be deposited with the Escrow Agent, from the proceeds from the sale of the Bonds and
other available moneys of the City, all as described in the letter of instructions referred to in Section 10
of this Ordinance, an amount sufficient to provide for the refunding of the Refunded Obligations in
accordance with Chapter 1207. For this purpose, the City Council authorizes the City Manager or any
Assistant City Manager and the City Secretary to execute the Escrow Agreement, in substantially the
form and substance attached to this Ordinance. The City Council authorizes the City Manager, any
Assistant City Manager, the Chief Financial Officer of the City and the City Treasurer, and each of
them, to take any action necessary to obtain the securities to be held by the Escrow Agent in accordance
with the terms of the Escrow Agreement.
15. That the Bonds shall be issued and delivered in such manner that no physical
distribution of the Bonds will be made to the public, and The Depository Trust Company ( "DTC "),
New York, New York, initially may act as depository for the Bonds. DTC has represented that it is a
limited purpose trust company incorporated under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered under Section 17A of the Securities Exchange Act
of 1934, as amended, and the City accepts, but in no way verifies, such representations. The definitive
Bonds delivered to the Underwriters shall be registered in the name of CEDE & CO., the nominee of
DTC. DTC may hold the Bonds on behalf of the Underwriters. So long as each Bond 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 a book -entry system
which will identify ownership of the Bonds in integral amounts of $5,000, with transfers of ownership
being effected on the records of DTC and its participants pursuant to rules and regulations established
by them, and that the Bonds initially deposited with DTC shall be immobilized and not be further
exchanged for substitute Bonds except as hereinafter provided. The City is not responsible or liable for
any functions of DTC, will not be responsible for paying any fees or charges with respect to its services,
will not be responsible or liable for maintaining, supervising, or reviewing the records of DTC or its
participants, or protecting any interests or rights of the beneficial owners of the Bonds. It shall be the
duty of the DTC Participants to make all arrangements with DTC to establish this book -entry system,
.t &(_ G- 17338 (7/26/2011) - Ordinance No. 19802 -07 -2011 14
the beneficial ownership of the Bonds, and the method of paying the fees and charges of DTC. The
City does not represent, nor does it in any way covenant that any book -entry system established with
DTC will be maintained in the future. If for any reason should any of the originally delivered Bonds
duly file with the Paying Agent /Registrar with proper request for transfer and substitution, as provided
for in this Ordinance, substitute Bonds will be duly delivered as provided in this Ordinance, and there
will be no assurance or representation that any book -entry system will be maintained for such Bonds.
The City heretofore has executed a "Blanket Letter of Representations" prepared by DTC in order to
implement the book -entry system described above.
16. (a) Defeased Bonds That any Bond and the interest thereon shall be deemed to be paid,
retired and no longer outstanding (a "Defeased Bond ") within the meaning of this Ordinan ce, except to
the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus
interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i)
shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been
provided for on or before such due date by irrevocably 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 top rincipal and interest in such amounts
and at such times as will insure the availability, without reinvestment, of sufficient money to provide for
such payment, and when proper arrangements have been made by the Issuer with the Paying
Agent /Registrar for the payment of its services until all Defeased Bonds shall have become due and
payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such
Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of,
the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such
principal and interest shall be payable solely from such money or Defeasance Securities.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any
determination not to redeem Defeased Bonds that is made in conjunction with the payment
arrangements specified in subsection 16(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the
proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the
Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the
Defeased Bonds immediately following the making of the payment arrangements; and (3) directs that
notice of the reservation be included in any redemption notices that it authorizes.
(b) Investment in Defeasance Securities. Any moneys so deposited with the Paying
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 Bonds and
interest thereon, with respect to which such money has been so deposited, shall be turned over to the
Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to
which the money and /or Defeasance Securities are held for the payment of Defeased Bonds may
contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities
or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
subsection 16(a)(i) or (ii). All income from such Defeasance Securities received by the Paying
Agent /Registrar which is not required for the payment of the Defeased Bonds, with respect to which
such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by
the Issuer.
Vdd- G 1-338 (712612011) ()rdinance No. 19802 -0' 2011
W
(c) Defeasance Securities Defined. The term "Defeasance Securities" means (i) direct,
noncallable obligations of the United States of America, including obligations that are unconditionally
guaranteed by the United States of America u 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 AAA or its equivalent.
(d) Paying Agent /Registrar Sentices. Until all Defeased Bonds shall have become due and
payable, the Paying Agent /Registrar shall perform the services of Paying Agent /Registrar for such
Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(e) Selectzon of&ndsforDefeasance. In the event that the Issuer elects to defease less than all of
the principal amount of Bonds of a maturity, the Paying Agent /Registrar shall select, or cause to be
selected, such amount of Bonds by such random method as it deems fair and appropriate.
17. (a) Events of Default. That each of the following occurrences or events for the purpose of
this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds when
the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights of the
registered owners of the Bonds, including, but not limited to, their prospect or ability to be
repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days
after notice of such default is given by any registered owner to the City.
(b) Remedies for Default.
W 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 may be unlawful or in violation of any right of the registered owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all registered owners of Bonds then outstanding.
%Wl' (; -1'338 (7/26/2011) Ordinance No. 19802-07 2011
16
(c) Remedies Not Exclu ive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of this
Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a
remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers, employees or trustees of the City or
the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent,
or employee of the City, shall be charged personally by the registered owners with any liability,
or be held personally liable to the registered owners under any term or provision of this
Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
18. That the City Council determines that, subject to the delivery of the Bonds, the Refunded
Obligations shall be called for redemption at the redemption price of par plus accrued interest to the
date fixed for redemption, on the redemption dates set forth in the Purchase Agreement, all in
accordance with the applicable provisions of the proceedings authorizing the issuance of the Refunded
Obligations. The City Manager or his designee shall take such actions necessary to cause the required
notice of redemption to be given in accordance with the terms of the proceedings for the Refunded
Obligations called for redemption.
19. That for all purposes of this Ordinance, unless the context requires otherwise, all references
to designated Sections and other subdivisions are to the Sections and other subdivisions of this
Ordinance. The words "herein ", "hereof' and "hereunder" and other words of similar import refer to
this Ordinance as a whole and not to any particular Section or other subdivision. Except where the
context otherwise requires, terms defined in this Ordinance to impart the singular number shall be
considered to include the plural number and vice versa. References to any named person shall mean
that party and its successors and assigns. References to "City Manager" include any person acting in the
capacity of City Manager, whether on an interim or permanent basis. References to any constitutional,
statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted
by the City and any future amendments thereto or successor provisions thereof. Any reference to the
payment of principal in this Ordinance shall be deemed to include the payment of any mandatory
sinking fund redemption payments as described herein. Any reference to "FORM OF BOND" shall
refer to the form of the Bonds set forth in Exhibit A to this Ordinance. The titles and headings of the
Sections and subsections of this Ordinance have been inserted for convenience of reference only and
\W: G 1 -338 ,^ %26/2011) (Winance No 19802 -0' 2011
17
are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or
provisions hereof. The findings set forth in the preamble to this Ordinance are hereby incorporated
into the body of this Ordinance and made a part hereof for all purposes.
20. That all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed.
21. 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.
22. 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.
ADOPTED this July 26, 2011.
ayor, City of Fort exas
ATTEST:
City Secretary, 1
City of Fort Worth, Texas
(sue-) ; ,'
APPROVED AS TO FORM AND LEGALITY:
���
City Atto ey, City of Fort Worth, Texas
M&C. G- 1'338 (';'26/2011) Ord-ance No. 19802 -07 2011
18
OLE
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT, DENTON AND WISE
CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE REFUNDING BOND
SERIES 2011
MATURITY DATE INTEREST RATE DATED DATE CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "Issuer "), being a political subdivision of the State of Texas, hereby promises to pay to
or to the registered assignee hereof (either being hereinafter
called the "registered owner ") the principal amount of
DOLLARS
and to pay interest thereon, from the Dated Date specified above, to the maturity date specified above,
or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified
above, with said interest being payable on March 1, 2012, and semiannually on each September 1 and
March 1 thereafter; except that if the Paying Agent /Registrar's Authentication Certificate appearing on
the face of this Bond is dated later than March 1, 2012, such interest is payable semiannually on each
September 1 and March 1 following such date. Interest on this Bond shall be calculated on the basis of
a 360 -day year consisting of twelve 30 -day months.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall be
paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
redemption prior to maturity at the designated corporate trust office in Fort Worth, Texas (the
"Designated Payment Office "), of Wells Fargo Bank, National Association, which is the "Paying
Agent /Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent /Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying
Agent /Registrar at the close of business on the 15th day of the month next preceding such interest
payment date by check, dated as of such interest payment date, drawn by the Paying Agent /Registrar
on, and payable solely from, funds of the Issuer required to be on deposit with the Paying Agent /Reg-
istrar for such purpose as hereinafter provided; and such check shall be sent by the Paying
Agent /Registrar by United States mail, first -class postage prepaid, on each such interest payment date,
to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying
Agent /Registrar, as hereinafter described. Any accrued interest due at maturity or upon redemption of
this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation
and surrender of this Bond for redemption and payment at the Designated Payment Office of the
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Paying Agent /Registrar. The Issuer covenants with the registered owner of this Bond that no later than
each principal payment and /or interest payment date for this Bond it will make available to the Paying
Agent /Registrar from the Interest and Redemption Fund as defined by the ordinance authorizing the
Bonds (the "Ordinance ") the amounts required to provide for the payment, in immediately available
funds, of all principal of and interest on the Bonds, when due.
IN THE EVENT OF A NON - PAYMENT of interest on a scheduled payment date, and for 30
days thereafter, a new record date for such interest payment (a "Special Record Date ") will be
established by the Paying Agent /Registrar, if and when funds for the payment of such interest have
been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of
the past due interest ( "Special Payment Date ", which shall be 15 days after the Special Record Date)
shall be sent at least five business days prior to the Special Record Date by United States mail, first class
postage prepaid, to the address of each registered owner of a Bond appearing on the registration books
of the Paying Agent /Registrar at the close of business on the last business day next preceding the date
of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the city where the Designated Payment
Office of the Paying Agent /Registrar is located are authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which banking institutions are authorized to close; and payment on such date shall
have the same force and effect as if made on the original date payment was due. Notwithstanding the
foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a
securities depository for the Bonds, any payment to the securities depository, or its nominee or
registered assigns, shall be made in accordance with existing arrangements between the Issuer and the
securities depository.
THIS BOND is one of a Series of Bonds of like tenor and effect except as to number, principal
amount, interest rate, maturity and option of redemption, dated , 2011, authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of $ , for the
following purposes, to -wit, refunding the Refunded Obligations (as defined in the Ordinance); and to
pay the costs incurred in connection with the issuance of the Bonds.
ON MARCH 1, 202, or on any date thereafter, the Bonds of this Series maturing on March 1,
202_ and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer, in
whole, or in part, at par and accrued interest to the date fixed for redemption. The years of maturity of
the Bonds called for redemption at the option of the Issuer prior to their stated maturity shall be
selected by the Issuer. The Bonds 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 Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than
all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the
particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the
arrangements between the Issuer and the securities depository.
THE BONDS are also subject to mandatory redemption in part by lot pursuant to the terms of
the Ordinance, on March 1 in each of the years 20_ through 20_, inclusive, with respect to Bonds
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maturing March 1, 20_, in the following years and in the following amounts, at a price equal to the
principal amount thereof and accrued and unpaid interest to the date of redemption, without premium:
Year Principal Amount ($)
* Final Maturity
To the extent, however, that Bonds subject to sinking fund redemption have been previously purchased
or called for redemption in part and otherwise than from a sinking fund redemption payment, each
annual sinking fund payment for such Bond shall be reduced by the amount obtained by multiplying the
principal amount of Bonds so purchased or redeemed by the ratio which each remaining annual sinking
fund redemption payment for such Bonds bears to the total remaining sinking fund payments, and by
rounding each such payment to the nearest $5,000 integral; provided, that during any period in which
ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, the
particular Bonds to be called for mandatory redemption 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 written notice of such
redemption shall be given to the registered owner of each Bond or a portion thereof being called for
redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to
each such registered owner at his address shown on the Registration Books of the Paying
Agent /Registrar. Any notice so mailed shall be conclusively presumed to have been duly given
notwithstanding whether one or more registered owners may have failed to have received such notice.
By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying
Agent /Registrar for the payment of the required redemption price for this Bond or the portion hereof
which is to be so redeemed, plus accrued interest thereon to the date fined for redemption. If such
notice of redemption is given, and if due provision for such payment is made, all as provided above, this
Bond, or the portion hereof which is to be so redeemed, thereby automatically shall be redeemed prior
to its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall not
be regarded as being outstanding except for the right of the registered owner to receive the redemption
price plus accrued interest to the date fixed for redemption from the Paying Agent /Registrar out of the
funds provided for such payment. The Paying Agent /Registrar shall record in the Registration Books all
such redemptions of principal of this Bond or any portion hereof. If a portion of any Bond shall be
redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in
any denomination or denominations in any integral multiple of $5,000, at the written request of the
registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be
issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer,
all as provided in the Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this
Bond, or any unredeemed portion hereof, 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 fully
A3
registered bonds, 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
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to
the Paying Agent /Registrar at its Designated Payment Office for cancellation, all in accordance with the
form and procedures set forth in the Ordinance. Among other requirements for such assignment and
transfer, this Bond must be presented and surrendered to the Paying Agent /Registrar, together with
proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent /Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral
multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion
or portions hereof is or are to be transferred and registered. The form of Assignment printed or
endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but
such method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent /Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof
from time to time by the registered owner. The one requesting such exchange shall pay the Paying
Agent /Registrar's reasonable standard or customary fees and charges for exchanging any Bond or
portion thereof. The foregoing notwithstanding, in the case of the exchange of a portion of a Bond
which has been redeemed prior to maturity, as provided herein, and in the case of the exchange of an
assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the
Paying Agent /Registrar will be paid by the Issuer. In any circumstance, any taxes or governmental
charges required to be paid with respect thereto 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 bonds and ending at the close of business on the day of such mailing, or (2) to
transfer or exchange any Bonds so selected for redemption when such redemption is scheduled to occur
within 30 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this
Bond shall be modified to require the appropriate person or entity to meet the requirements of the
securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent /Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of
which it is a part, is duly authorized by law; that all acts, conditions and things required to be done
precedent to and in the issuance of this series of bonds, and of this Bond, have been properly done and
performed and have happened in regular and due time, form and manner as required by law; that
sufficient and proper provision for the levy and collection of taxes has been made, which, when
collected, shall be appropriated exclusively to the payment of this Bond and the series of which it is a
part; and that the total indebtedness of said City of Fort Worth, Texas, including the entire series of
bonds of which this is one, does not exceed any constitutional, statutory or charter limitation.
4
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges
all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes
and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond
and the Ordinance constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of
the Mayor, attested with the manual or facsimile signature of the City Secretary, and approved as to
form and legality with the manual or facsimile signature of the City Attorney, and the official seal of the
Issuer has been duly affixed to, or impressed, or placed in facsimile, on this Bond.
ATTEST:
XXXXXXXXXXXXXX
City Secretary, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
xxxxxxxx
City Attorney, City of Fort Worth, Texas
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CITY OF FORT WORTH, TEXAS
Mayor, City of Fort Worth, Texas
(SEAL)
FORM OF PAYING AGENT /REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT /REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in
conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an
issue which originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated: WELLS FARGO BANK, NATIONAL ASSOCIATION,
Paying Agent /Registrar
By
Authorized Representative
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FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address, including
zip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the
books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration or
enlargement or any change whatsoever.
* FORM OF COMPTROLLER'S CERTIFICATE (ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF)
OFFICE OF COMPTROLLER :
REGISTER NO.
STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to validity, and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin, Texas
(SEAL)
NOTE TO PRINTER:
* ¬ to be on bond
Comptroller of Public Accounts of the
State of Texas
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Exhibit B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 13 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually in
accordance with such Section are as specified below:
The City has agreed to update annually financial information and operating data with respect to
the City of the general type included in the official statement for the Bonds as set forth in tables 1
through 6, inclusive, and 8 through 15, inclusive, contained in such official statement, and Appendix B
to such official statement, "Excerpts from the Annual Financial Report of the City of Fort Worth,
Texas ". The above - described financial information and operating data with respect to the City is
hereby incorporated by reference, and in Section 13 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 13 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
B
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON AND WISE
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 July 26, 2011, and the
Ordinance Authorizing the Issuance of General Purpose Refunding Bonds, Series 2011, which was duly
passed at said meeting, and that said copy is a true and correct copy of said excerpt and the whole of
said ordinance.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort
Worth, this 26th day of July, 2011.
' City Secretary of
City of Fort Worth, Texas
(SEAL.)
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved As Amended on 7/26/2011 - Ordinance No. 19802
DATE: Tuesday, July 26, 2011 REFERENCE NO.: G -17338
LOG NAME: 1311 GOREFSALE
SUBJECT:
Adopt Ordinance Providing for the Issuance of the City of Fort Worth, Texas, General Purpose Refunding
Bonds, Series 2011, in an Aggregate Principal Face Amount Not to Exceed $65,000,000.00, Establishing
Parameters Regarding the Sale of the Bonds, Delegating to the Designated City Officials the Authority to
Effect the Sale of the Bonds, Providing for the Levy, Assessment and Collection of a Tax Sufficient to Pay
the Interest on Said Bonds and to Create a Sinking Fund for the Redemption Thereof at Maturity, Ordaining
Other Matters Related Thereto, and Declaring an Immediate Effective Date (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached ordinance providing for the issuance of an aggregate principal amount not to exceed
$65,000,000.00, of the City of Fort Worth, Texas, General Purpose Refunding Bonds, Series 2011;
2. Authorize the City of Fort Worth, Texas, General Purpose Refunding Bonds, Series 2011, be sold within
the parameters established in the ordinance, consistent with the City's Financial Management Policy
Statements;
3. Approve the execution of an escrow Agreement and other instruments related to the issuance of the
bonds; and
4. Approve the Purchase Agreement setting forth the terms and conditions for the purchase of the
Refunding Bonds.
DISCUSSION:
Due to the strong appetite in the market for bond issues with strong credit and the record lows in interest
rates, the City's staff and Financial Advisors are recommending the following refunding opportunity within
the City's debt structure. With the proposed refunding, the City is anticipating average annual savings of
$418,000.00 for the years 2012 through 2023 resulting in a total projected savings of $4,600,000.00. The
refunding generates approximately $3,800,000.00 in present value savings or 6.3 percent of the refunded
principal amount. These savings estimates are based on market conditions on July 12, 2011. It is
important to note that no debt maturities were extended to achieve this savings so all outstanding debt
being refunded will still be paid off within the current maturity schedules.
The issues that could be included in the proposed refunding are detailed below:
Logname: 1311 GOREFSALE Pagel of 3
2001 General Purpose Refunding and
Improvement Bonds
..._.. ....._ ..................._____.
2001 Combination Tax and Revenue
Certificates
2001A General Purpose Bonds
€ZUUZ combination Tax and Revenue
;Certificates
2003 General Purpose Bonds
2003 General Purpose Refunding and 11 1 _
Improvement Bonds i
Par Amount
(000's) .Call Date
2 400 .Currently
.Callable
1,020 .Currently
.Callable
5,700
.Currently
_
Senior
Callable
11,385
03/01 /2012
21,300
.03/01/2013
18,700
03/01 /2013
60,505
20 percent
Bonds that are not currently callable may only be considered defeased if funds are set aside in escrow in
an amount sufficient to service the debt until the call date and then retire the debt at that time. This is
known as an Advance Refunding. Because Advance Refundings can be complicated and are very
sensitive to movements in the market, staff is recommending that this refunding be done through a
negotiated sale. Based on previous interest in City debt and recommendations from the City's Financial
Advisors, the anticipated group of underwriters, or syndicate for this refunding is as follows:
mrm
Seibert Brandford Shank and Company
(M /WBE firm)
Stephens
s Fargo Securities
;Role
Allocation
_
Senior
.._ ._..
Manager
i 40 percent
Co- manager
'520 percent
Co manager
..._......
,20 percent
Co- manager
20 percent
Proceeds from the sale of the bonds will be used to refund some or all of the debt issues listed above and
to pay issuance costs. It is anticipated that the closing and delivery of the funds will occur in September,
2011.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that funds will be available to make the debt service
payments on these obligations from the General Debt Service Fund.
FUND CENTERS:
Logname: 1311 GOREFSALE
TO Fund /Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office b.
Originating Department Head:
Additional Information Contact:
FROM Fund /Account/Centers
Karen Montgomery (6222)
Lena Ellis (8517)
James Mauldin (2438)
Logname: 1311 GOREFSALE Page 3 of 3