HomeMy WebLinkAboutOrdinance 23652-05-2019,265a
ORDINANCE NO,-05-2019
PROVIDING FOR THE ISSUANCE OF CITY OF FORT WORTH, TE1Z'AS
GENERAL PURPOSE BONDS, SERIES 2019, IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $114,725,000; ESTABLISHING PARAMETERS
WITH RESPECT TO THE SALE OF THE BONDS; DELEGATING TO
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 of Fort Worth, Texas (the "City" or the "Issuer"), is a "home -rule" city
operating under a home -rule charter adopted pursuant to Section 5 of Article XI of the Texas
Constitution, with a population according to the latest federal decennial census of in excess of 50,000;
and
WHEREAS, it is deemed advisable and in the best interest of the City that certain general
purpose bonds authorized at elections previously held in the City be combined in a single issue and sold
at this time, the date of election, amount of bonds authorized thereat, purpose, amount of bonds
previously sold, and the amount now to be sold being as follows:
DATE OF
AbIOUNT'
ELECTION
AUTHORIZED
PURPOSE
May 10, 2014
$21%7401000
Street and Transportation
May 10, 2014
31,440,000
Park & Recreation
May 10, 2014
12,650,000
Library System
May 10, 2014
9,2851000
Fire Safety
vfay 10, 2014
11530,000
Municipal Courts
May 5, 2018
26116301000
Street and Ped. Mobility
May 51 2018
84,180,600
Park & Recreation
May 5, 2018
91868,000
Library System
May 512018
11,975,820
Fire Safety
1\fay 5, 2018
13,770,000
Animal Care & Shelter
May 5, 2018
18,075,000
Police Station
S6741145,000
*Includes Premium
ADfOUNT
AMOUNT
PRE��IOUSLY SOLD
NOW OFFERED
$1481905,000*
$ 70,835,000
2310001000*
81440,000
101000,000
2,6501000
7,010000
21275,000
1,005,000
5251000
-0-
20,0001000
-0-
150001000
-0-
-0-
-0-
4,000,000
-0-
-0-
-0-
5,000,000
$189,920,000
S114,725,000
WHEREAS, the bonds hereinafter authorized to fund the projects hereinafter described are to
be issued and delivered pw suant to the laws of the State of Texas, including speccally Chapter 13315
Texas Government Code ("Chapter 1331") and Chapter 1371, Texas Government Code ("Chapter
1371 "); and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City Council
delegates to the City Manager and the Chief Financial Officer/Director of Financial Management
Services of the City, individually, but not collectively (each, a "Pricing Officer"), 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, TE1Z'AS:
1. That the bond or bonds of the City to be called "General Purpose Bonds, Series 2019" (the
"Bonds"), shall 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 $114,725,000 for the purpose of (i)
constructing permanent street and transportation improvements (2014 election); streets and public
mobility improvements (2018 election); parks, recreation and community center improvements (2014
election); parks and recreation improvements (2018 election); library system improvements (2014
election); fire safety improvements (2014 and 2018 elections); municipal courts improvements; and
police facility improvements, and (ii) paying the costs of issuance associated with the issuance of the
Bonds. The Bonds are authorized pursuant to Chapter 1331, Chapter 1371, and other applicable laws of
the State of Texas. The City Council hereby finds that it is in the best interests of the City for the Bonds
to be sold through a competitive sale, in the manner provided in this Ordinance.
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 integral multiples of $5,000 (an
"Authorized Denomination"), maturing not later than March 1, 2039, payable serially or otherwise on
the dates, in the years and in the principal amounts, and dated, all as set forth in the bidding instructions
prepared in connection with the sale of the Bonds (the "Bidding Instructions") and the bid form to be
submitted by bidders seeking to purchase the Bonds (the "Official Bid Form").
(b) A Pricing Officer, acting for and on behalf of the City, is hereby authorized to seek
competitive bids for the sale of the Bonds authorized to be sold by this Ordinance, and is hereby
authorized to prepare and distribute the Bidding Instructions and the Official Bid Form with respect to
seeking competitive bids for the sale of the Bonds. The Bidding Instructions shall contain the terms and
conditions relating to the sale of the Bonds, including the date bids for the purchase of the Bonds are to
be received, the date of the Bonds, any additional designation or title by which the Bonds shall be
known, the aggregate principal amount of the Bonds to be sold, the price at which the Bonds will be
sold, the years in which the Bonds will mature, the principal amount to mature in each of such years, the
rate or rates of interest to be borne by each such 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 so sold including, without limitation, the use of municipal
bond insurance for the Bonds. A Pricing Officer, acting for and on behalf of the City, is hereby
authorized to receive and accept bids for the sale of Bonds in accordance with the Bidding Instructions
on such date as determined thereby. The Bonds so sold shall be sold at such price as the Pricing Officer
of the City shall determine to be the most advantageous to the Issuer, which determination shall be
evidenced by the execution thereby of the Official Bid Form submitted by the best and winning bidder.
As a condition to executing the Official Bid Form, the Bonds must bear a rating at a level such that the
Bonds satisfy the requirements of Chapter 1371 to constitute "obligations", as such term is defined in
Chapter 1371. One Bond in the principal amount maturing on each maturity date as set forth in the
Official Bid Form shall be delivered to the initial purchasers thereof, and such purchasers shall have the
right to exchange such bonds as provided in Section 5 hereof without cost. The Bonds shall initially be
registered in the name as set forth in the Official Bid Form. In case any officer whose signature shall
appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature shall
nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office
until such delivery. A Pricing Officer shall not execute the Official Bid Form unless the best bidder has
confirmed to such Pricing Officer that either it has made disclosure filings to the Texas Ethics
Commission in accordance with Section 2252.908, Texas Government Code, or is exempt from making
such filings under Section 2252.908(c) (4), Texas Government Code. Within thirty (30) days of receipt of
any disclosure filing from the best bidder for the Bonds, the City will submit a copy of the disclosure
filing with the Texas Ethics Commission. The authority of a Pricing Officer to execute the Official Bid
Form accepting the best and winning bid for the Bonds shall expire at 5:00 p.m. on Monday, September
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30, 2019. Any finding or determination made by a Pricing Officer relating to the issuance and sale of
the Bonds shall have the same force and effect as a finding or determination made by the City Council.
By adoption of this Ordinance, the Chief Financial Officer/Director of Financial Management Services
of the City, as a Pricing Officer, is designated a special Acting Assistant City Manager for the limited
purposes of executing certificates, agreements, notices, instruction letters, requisitions, and other
documents on behalf of the City in accordance with this Ordinance.
(c) The City Council authorizes the City Manager and the Chief Financial Officer/Director of
Financial Management Services 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
initial purchasers of the Bonds, in compliance with the Rule. The final Official Statement in the form
and content approved by a Pricing Officer shall be deemed to be approved by the City Council and
constitute the Official Statement authorized for distribution to and use by the initial purchasers of the
Bonds.
3. (a) That the Bonds maybe subject to redemption prior to their scheduled maturities at the
option of the City, on the dates and in the manner provided in the Bidding Instructions. Should the
Bonds be subject to redemption prior to their scheduled maturities, 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 Bidding Instructions and incorporated by reference into the
Official Bid Form accepted by a Pricing Officer as the best bid on the Bonds.
(b) Should the Official Bid Form 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 Official
Bid Form accepted by a Pricing Officer as the best bid on the Bonds.
(c) The City shall cause notice of any redemption of Bonds to be given in the manner provided
in the FORM OF BOND. The optional redemption of Bonds at the option of the City maybe made
conditional upon the occurrence of certain events, as may be provided for 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
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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 (an "Authorzzed 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 City, all as provided in this Ordinance.
4. That the Bonds shall bear interest at the rates per annum set forth in the Official Bid Form
accepted as the best bid. The interest on the Bonds shall be payable to the registered owner of any such
Bond on the dates and in the manner provided in the FORM OF BOND set forth in Exhibit A to this
Ordinance. Interest on the Bonds shall be calculated on the basis of a 360-day year consisting of twelve
30-day months.
5. (a) That the City shall keep or cause to be kept at the designated corporate trust office in
Dallas, Texas (the "Designated Payment Office") ofBOKF, NA (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 Registration Books during regular business
hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Rews-
tration 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 Authorized Denomination, 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 any Authorized Denomination (subject to the
requirement hereinafter stated that each substitute Bond shall have a single stated maturity date), as re-
quested 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 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 any Authorized Denomination 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 replace-
ment of any Bond or Bonds issued under this Ordinance there shall be printed thereon a Paying
Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM OF BOND
(the "Authentication Certificate"). An authorized representative of the Paying Agent/Registrar shall,
before the delivery of any such substitute Bond, date such substitute Bond in the manner set forth
above, and manually sign and date the Certificate, and no such substitute Bond shall be deemed to be
issued or outstanding unless the Certificate is so executed. The Paying Agent/Registrar promptly shall
cancel all 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
requited (1) to issue, transfer, or exchange any Bond during a period beginning at the opening of busi-
ness 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.
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(e) All Bonds issued in exchange or replacement of any other Bond or portion thereof, (1) shall
be issued in fully registered form, without interest coupons, with the principal of and interest on such
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 Paying Agent/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 Authorized Denomination,
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 thereon, 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 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
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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
2019 General Purpose Bonds Interest and Redemption Fund" (the "Interest and Redemption Fund") is
hereby created and shall be established and maintained by the City. The Interest and Redemption Fund
shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for
paying the interest on and principal of the 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.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge
of ad valorem taxes made under Section 7(a) of this Ordinance, and such pledge is therefore valid,
effective, and perfected. If Texas law is amended at any time while the 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.
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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, the applicant
for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or
indemnity as may be required by them to save each of them harmless from any loss or damage with
respect thereto. Also, in every case of loss, theft, or destruction of a 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,
redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same
(without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a
replacement Bond, provided security or indemnity is furnished as above provided in this Section.
(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
replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is
lost, stolen, or destroyed shall constitute a contractual obligation of the City whether the lost, 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 on 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 Manager, any Assistant City Manager, the Chief Financial
Officer/Director of Financial Management Services of the City, and the City Secretary, 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
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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, provided, 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 City 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 City 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 or refinanced 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 City, 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(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 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;
(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;
(� 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 --
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(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 (as used in this Ordinance, "Treasury
Regulations" means all applicable temporary, proposed and final regulations
promulgated under the Code or promulgated under the Internal Revenue Code of 1954,
to the extent applicable to the Code), 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 othertivise 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);
(h) to refrain from using the proceeds of the Bonds ox the proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bonds in contravention of section 149(d) of the Code (relating to advance refundings); and
(i) 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 requited 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 City 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 City 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 City will
not be requited to comply with any covenant contained herein to the extent that such failure to comply,
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 City 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, and the Chief Financial
Officer/Director of Financial Management Services of the City 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 (i), a "Rebate Fund" maybe 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
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Bonds. The Rebate Fund would be established for the additional purpose of compliance with section
148 of the Code.
12. (a) Allocation of, and Limitation on, ExTeflauures for the Pr ject. That the City covenants to
account for the expenditure of proceeds from the sale of the Bonds and any investment earnings
thereon to be used for the purposes described in clause (i) of Section 1 of this Ordinance (each such
purpose referred to herein and in subsection (b) of this Section as a "Project") on its books and records
by allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure
on a Project is made or (b) each such Project is completed. The foregoing notwithstanding, the City
shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth
anniversary of the date of delivery of the Bonds or (b) the date the Bonds are retired, unless the City
obtains an opinion of nationally -recognized bond counsel substantially to the effect that such
expenditure will not adversely affect the tax-exempt status of the Bonds.
(b) Disposition of Pr jest. The City 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 City of cash or other compensation, unless the City 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 City 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.
(c) I-Ylyztten Procedirrer. Until superseded by another action of the City, the written procedures to
ensure compliance with the covenants contained herein regarding private business use, remedial actions,
arbitrage and rebate approved by the City on September 11, 2018, apply to the issuance of the Bonds,
and are incorporated by reference into this Ordinance.
(d) Reianlnirt:renaetzt ofE.xpenditlrres. The City finds, considers, and declares that the reimbursement
of expenditures for the purposes described in the preamble to this Ordinance incurred within 60 days of
the date this Ordinance is passed, and thereafter, will be appropriate and consistent with the lawful
objectives of the City and, as such, the City chooses to declare its intention, in accordance with the
provisions of section 1.150-2 of the Treasury Regulations, to reimburse itself for such payments at such
time as it issues public securities to finance improvements for the purposes described in the preamble to
this Ordinance; provided, that all such costs to be reimbursed will be capital expenditures, and that any
such public securities to be issued shall be issued within 18 months of the later of (i) the date the
expenditures were paid or (ii) the date on which the property, with respect to which such expenditures
were made, is placed in service; and the foregoing notwithstanding, the public securities will not be
issued on a date that is more than three years after the date any expenditure which is to be reimbursed is
paid..
13. (a) Definitions. That, as used in this Section, the following terms shall have the meanings
ascribed to such terms below:
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"Business Day" means a day other than a Saturday, Sunday, a legal holiday, or a day on
which banking institutions are authorized by law or executive order to close in the City or the
city where the Designated Payment Office of the Paying Agent/Registrar is located.
"MSRB" means the Municipal Securities Rulemaking Board.
"R1rle" means SEC Rule 15c2-12, as amended from time to time.
"SEC' means the United States Securities and Exchange Commission.
(b) Annaral Bepoi�s. (i) The City shall provide annually to the MSRB (1) within six months after
the end of each fiscal year ending in or after 2019, financial information and operating data with respect
to the City of the general type described in Exhibit B hereto, and (2) if not provided as part of the
financial information and operating data, annual financial statements of the City, when and if available.
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 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 twelve months after the end of each fiscal
year ending in or after 2019. If audited financial statements are not available by the end of the twelve
month period, then the City shall provide notice that the audited financial statements are not available,
shall provide unaudited financial information containing the information described in the tables
referenced in Exhibit B hereto under the heading "Annual Financial Statements and Operating Data" by the
required time, and shall provide audited financial statements for the applicable fiscal year to the MSRB,
when and if the audited financial statements become 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 EventNotices. The City shall notify the MSRB of any of the following events with
respect to the Bonds, in a timely manner not in excess often Business Days after the occurrence of the
event:
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;
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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;
1I 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;
14. Appointment of a successor Paying Agent/Registrar or change in the name of
the Paying Agent/Registrar, if material;
15. Incurrence of a Financial Obligation of the Obligated Person, if material, or
agreement to covenants, events of default, remedies, priority rights, or other
similar terms of a Financial Obligation of the Obligated Person, any of which
affect security holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or
other similar event under the terms of a Financial Obligation of the Obligated
Person, and which reflect financial difficulties.
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 (b).
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. Banlu uptcy 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 officials 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.
As used in clauses 15 and 16 above, the term "Financial Obligation" means: (i) a debt obligation;
(ii) a derivative instrument entered into in connection with, or pledged as security or a source of
payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii), however, the term
Financial Obligation shall not include Municipal Securities as to which a final official statement has been
provided to the MSRB consistent with the Rule; the term "Municipal Securities" means securities which
are direct obligations of, or obligations guaranteed as to principal or interest by, a state or any political
subdivision thereof, or any agency or instrumentality of a state or any political subdivision thereof, or
any municipal corporate instrumentality of one or more states and any other Municipal Securities
described by Section 3(a)(29) of the Securities Exchange Act of 1934, as the same may be amended
from time to time; and the term "Obligated Person" means 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.
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(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 SHA_T_,L, 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.
(vi) 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 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 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
14
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 purchasers thereof shall be registered in the name of CEDE & CO., the nominee
of DTC. DTC may hold the Bonds on behalf of the purchasers thereof. 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 with the Bonds initially deposited with DTC being 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, 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 originally delivered Bond be
duly filed with the Paying Agent/Registrar with a 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.
15. (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 Ordinance, except to
the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus
I
nterest 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 City 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 15(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the
proceedings providing for such payment arrangements, the City 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 ire Defeasance Secirfities. Any moneys so deposited with the Paying
15
Agent/Registrar may at the written direction of the City be invested in Defeasance Securities, maturing
in the amounts and times as hereinbefore set forth. 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 15(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 City or deposited as directed in writing by
the City, and upon receipt of an opinion of nationally -recognized bond counsel that such transfer is
permitted under state law.
(c) Defeasance Sec�c�ities D fned. 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 and (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.
(d) Paying Agent/Kegistrar Services. 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 City shall make proper arrangements
to provide and pay for such services as required by this Ordinance.
(e) Selection ofBondsfo�•Defeasance. In the event that the City 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 in accordance
with any requirements of a securities depository, if applicable; provided that a portion of a Bond may be
redeemed only in any denomination or denominations in any Authorized Denomination.
16. (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
except as provided in Section 13 (d) (iv) of this Ordinance, default in the performance
or obseYvance 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) Remediesfor 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
f[A
law, in any court of competent jurisdiction, for any relief permitted by law as permitted by this
Ordinance, 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.
(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, hozwever•, 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.
17. That interest earnings derived from the investment of proceeds from the sale of the Bonds
may be used along with other available bond proceeds for the construction of the permanent
improvements set forth in clause (i) of Section 1 hereof for which the Bonds are issued or for the
payment of debt service on the Bonds; provided, that after completion of such permanent improvements,
if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest
and Redemption Fund.
18. (a) That the holders of the Bonds aggregating in principal amount a majority of the
aggregate principal amount of then outstanding Bonds shall have the right from time to time to approve
any amendment to this Ordinance which may be deemed necessary or desirable by the City; provided,
however, that without the consent of the holders of all of the Bonds at the time outstanding, nothing
herein contained shall permit or be construed to permit the amendment of the terms and conditions in
this Ordinance or in the Bonds so as to:
(1) Make any change in the maturity of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
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(3) Reduce the amount of the principal payable on the outstanding Bonds;
(4) Modify the terms of payment of principal of or interest on the outstanding Bonds or
impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Bonds then outstanding; or
(6) Change the minimum percentage of the principal amount of Bonds necessary for
consent to such amendment.
(b) That if at any time the City shall desire to amend the Ordinance under this Section, the
City shall cause notice of the proposed amendment to be published in a financial newspaper or journal
published in The City of New York, New York, once during each calendar week for at least two
successive calendar weeks; provided, however, that the publication of such notice shall not constitute a
condition precedent to the adoption of such amendatory ordinance and the failure to publish such
notice shall not adversely affect the implementation of such amendment as adopted pursuant to such
amendatory ordinance. Such notice shall briefly set forth the nature of the proposed amendment and
shall state that a copy thereof is on file at the principal office of the Paying Agent/Registrar for
inspection by all holders of Bonds. Such publication is not required, however, if notice in writing is
given to each holder of Bonds.
(c) That whenever at any time not less than thirty days, and within one year, from the date
of the first publication of said notice or other service of written notice the City shall receive an
instrument or instruments executed by the holders of at least a majority in aggregate principal amount of
all Bonds then outstanding, which instrument or instruments shall refer to the proposed amendment
described in said notice and which specifically consent to and approve such amendment in substantially
the form of the copy thereof on file with the Paying Agent/Registrar, the City Council may pass the
amendatory ordinance in substantially the same form.
(d) That upon the passage of any amendatory ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance,
and the respective rights, duties and obligations under this Ordinance of the City and all the holders of
then outstanding Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all
respects to such amendments.
(e) That any consent given by the holder of a Bond pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the first publication of the
notice provided for in this Section, and shall be conclusive and binding upon all future holders of the
same Bond during such period. Such consent may be revoked at any time after six months from the
date of the first publication of such notice by the holder who gave such consent, or by a successor in
title, by filing notice thereof with the Paying Agent/Registrar therefor and the City, but such revocation
shall not be effective if the holders of a majority in aggregate principal amount of the then outstanding
Bonds as in this Section defined have, prior to the attempted revocation, consented to and approved the
amendment.
(f) For the purposes of this Section, the ownership and other matters relating to all Bonds
registered as to ownership shall be determined from the registration books kept by the Paying
Agent/Registrar therefor. The Paying Agent/Registrar may conclusively assume that such ownership
continues until written notice to the contrary is served upon the Paying Agent/Registrar.
In
(g) The foregoing provisions of this Section notwithstanding, the City by action of the City
Council may amend this Ordinance for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance contained,
other covenants and agreements thereafter to be observed, grant additional rights or remedies to
bondholders or to surrender, restrict or limit any right or power herein reserved to or conferred
upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Ordinance, or in regard to
clarifying matters or questions arising under this Ordinance, including, without limitation, those
matters described in Section 13 (d) (v) hereof, as are necessary or desirable and not contrary to or
inconsistent with this Ordinance and which shall not adversely affect the interests of the holders
of the Bonds; or
(3) To modify any of the provisions of this Ordinance in any other respect
whatsoever, provided that such modification shall be, and be expressed to be, effective only
after all previously issued Bonds outstanding at the date of the adoption of such modification
shall cease to be outstanding.
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 an officer or designated position (e.g., City
Manager) include any person acting in the capacity of such officer or designated position, whether on an
acting, 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 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 the City has satisfied or will satisfy the appraisal requirements of Section 252.051, Texas
Local Government Code, in the acquisition of real property with proceeds of the Bonds.
21. That all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed.
22. That in accordance with the provisions of Section 1201.028, Texas Government Code, this
Ordinance shall be effective immediately upon its adoption by the City Council.
19
23. 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 AND EFFECTNE May 7, 2019.
Mayor, City of Fort Worth, Texas
ATTEST:
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney, SL'ity of Fort Worth, Texas
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Signature Page —Ordinance Arrthori�ing Zcrnance of Genera! Prrrpo.re Bonr�r, Series 2019
20
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEZ AS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE BOND, SERIES 2019
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP
% July 16, 2019
Registered Owner:
Principal Amount:
Dollars
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "Issuer"), being apolitical subdivision of the State of Texas, hereby promises to pay to the
Registered Owner set forth above, or registered assigns (either being hereinafter called the "registered
owner") the principal amount set forth above, and interest thereon from the Delivery 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, 2020, 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, 2020, 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 Dallas, Texas (the "Designated
Payment Office"), of BOKF, NA, 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/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 appears on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest
due at maturity or upon redemption of this Bond prior to maturity as provided herein shall be paid to
the registered owner upon presentation and surrender of this Bond for redemption and payment at the
Designated Payment Office of the Paying Agent/Registrar.
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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 of Fort Worth or 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.
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.
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 13 2019, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of $
for the following purposes, to -wit, constructing permanent street and transportation improvements
(2014 election); streets and public mobility improvements (2018 election); parks, recreation and
community center improvements (2014 election); parks and recreation improvements (2018 election);
library system improvements (2014 election); fire safety improvements (2014 and 2018 elections);
municipal courts improvements; and police facility improvements; and to pay the costs incurred in
connection with the issuance of the Bonds.
ON MARCH 1, 2028, or on any date thereafter, the Bonds of this Series maturing on March 1,
2029 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.
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NOTICE OF any such redemption of Bonds shall be given in the following manner, to-\vit, a
written notice of such redemption shall be given to the registered owner of each Bond or a portion
thereof being called for redemption at least 30 days prior to the date fixed for such 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 fixed 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 (an "Authorized Denomination"), 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. The Bonds or portions thereof redeemed within
a maturity shall be selected by lot or other customary random method selected by the Paying
Agent/Registrar in accordance with any requirements of a securities depository, if applicable (provided
that a portion of a Bond may be redeemed only in any denomination or denominations in any
Authorized Denomination).
THE FOREGOING PARAGRAPH NOTWITHSTANDING, with respect to any optional
redemption of the Bonds, unless certain prerequisites to such optional redemption required by the
Ordinance have been met and money sufficient to pay the principal of, premium, if any, and interest on
the Bonds to be redeemed will have been received by the Paying Agent/Registrar prior to giving such
notice, such notice may state that the optional redemption will, at the option of the City, be conditional
upon the satisfaction of such prerequisites and receipt of such money by the Paying Agent/Registrar on
or prior to the date fixed for such redemption or upon any prerequisite set forth in the notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are
not satisfied, such notice will be of no force and effect, the City will not redeem such Bonds and the
Paying Agent/Registrar will give notice in the manner in which the notice of redemption was given, to
the effect that such Bonds will not be redeemed.
ALL BONDS OF THIS SERIES are issuabie solely as fully registered bonds, without interest
coupons, in any Authorized Denomination. 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 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 Authorized
Denomination 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
A-3
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 Authorized Denomination 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 not 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 providing notice, holding, delivering
or transferring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to produce the
same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of
which it is a part, is duly authorized by law; that the bonds issued for the permanent improvements
heretofore described were approved by a vote of the resident, qualified electors of the City of Fort
Worth, Texas, voting at elections held for that purpose within said City on May 10, 2014 and May 5,
2018; that all acts, conditions and things requited to be done precedent to and in the issuance of this
series of bonds, and of this Bond, have been properly done and performed and have happened in
regular and due time, form and manner as required by law; that sufficient and proper provision for the
levy and collection of taxes has been made, which, when collected, shall be appropriated exclusively to
the payment of this Bond and the series of which it is a part; and that the total indebtedness of said City
of Fort Worth, Texas, including the entire series of bonds of which this is one, does not exceed any
constitutional, statutory or charter limitation.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges
all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes
and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond
and the Ordinance constitute a contract between each registered owner hereof and the Issuer.
A-4
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.
CITY OF FORT WORTH, TE1S'AS
ATTEST:
City Secretary,
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney,
City of Fort Worth, Texas
Mayor,
City of Fort Worth, Texas
A-5
(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:
BOKF', NA,
Paying Agent/Registrar
Authorized Representative
A-6
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: Signatures) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
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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.
(SEAL)
WITNESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accounts of the
State of Texas
�-s
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-1
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Mary J. Kayser, City Secretary of the City of Fort Worth, in the State of Texas, do hereby
certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open,
public meeting of the City Council of the City of Fort Worth, Texas held on May 7, 2019, and the
Ordinance Authorizing the Issuance of General Purpose Bonds, Series 2019, 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 �3�day of May, 2019.
City of Fort Worth, Texas
AOL) �
TE
THE STATE OF TEXAS
COUNTIES OF TARRAN I) DENTON, PARKER, WISE AND JOHNSON
CITY OF FORT WORTH
On the 7th day of May, 2019, 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,
Carlos E. Flores,
Brian Byrd
Cary Moon,
Gyna Bivens,
JungusJordan,
Dennis Shingleton,
Kelly Allen Gray,
Ann Zadeh,
David Cooke,
Sarah J. Fullenwider,
Mary J. Kayser
Kevin Gunn,
Mayor
Councilmembers,
City Manager,
City Attorney,
City Secretary,
Interim Chief Financial
Officer/Director of Financial
Management Services
thus constituting a quorum present; and after the City Council had transacted certain business, the
following business was transacted, to
-wit:
Councilmember e�G�r'`a'�.-' introduced an ordinance and moved its passage. The motion
was seconded by Councilmember The ordinance was read by the City Secretary. The
motion, carrying with it the passage of the ordinance, prevailed by a vote ofYEAS, NAYS.
The ordinance as passed is as follows:
City of Fort Worth, Texas
Mayor and Council Communication
DATE: Tuesday, May 7, 2019 REFERENCE NO.: G-19530
LOG NAME: 13SERIES 2019 GENERAL PURPOSE BONDS
SUBJECT:
Adopt Ordinance Providing for Issuance and Sale of General Purpose Bonds Series 2019 in an Aggregate
Principal Amount Not to Exceed $114,725,000.00, Establishing Parameters with Respect to Sale of the
Bonds, Delegating to Designated City Officials Authority to Effect the Sale of the Bonds, Enacting Other
Provisions Related to the Subject, and Declaring an Immediate Effective Date; and Adopt Appropriation
Ordinance (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached ordinance authorizing the issuance of Series 2019 General Purpose Bonds in an
aggregate principal amount not to exceed $114,725,000.00 for the purpose of funding projects within the
2014 bond program and 2018 bond program to include (i) constructing permanent street and
transportation improvements (2014 election); streets and public mobility improvements (2018 election);
parks, recreation and community center improvements (2014 election); parks and recreation
improvements (2018 election); library system improvements (2014 election); fire safety improvements
(2014 and 2018 elections); municipal courts improvements; and police facility improvements; (ii) paying
the costs of issuance associated with the issuance of the Bonds; authorizing execution of all related
documents; ordaining related matters, including approving the sale of the notes subject to certain
parameters, as set forth in the ordinance, being met and providing for levy, assessment and collection of a
property tax sufficient to pay the interest on and principal of the bonds if other revenues are not otherwise
available and appropriated for those payments;
2. Adopt the attached appropriation ordinance increasing receipts and appropriations in the General Debt
Service Fund in the amount of $1,250,000.00, subject to the sale of bonds and receipts of proceeds, for
the purpose of paying costs of issuance.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to take actions associated with issuance
as part of the 2014 bond program and 2018 bond program.
Adoption of the attached bond ordinance approves the issuance and sale of Series 2019 General Purpose
Bonds for the purpose of (i) constructing permanent street and transportation improvements (2014
election); streets and public mobility improvements (2018 election); parks, recreation and community
center improvements (2014 election); parks and recreation improvements (2018 election); library system
improvements (2014 election); fire safety improvements (2014 and 2018 elections); municipal courts
improvements; and police facility improvements; and (ii) paying the costs of issuance associated with the
issuance of the Bonds.
Logname: 13SERIES 2019 GENERAL PURPOSE BONDS Page 1 of 2
The proposed bond sale will fund capital projects in alignment with the 2014 and 2018 Bond Program
Capital Improvement Plans.
Staff is recommending that these bonds be sold through a competitive sale with identified city
representatives being authorized to approve the terms of the sale so long as it comes within the
parameters set forth in the Council -adopted ordinance. Key parameters include providing for levy,
assessment and collection of a tax sufficient to pay the interest on and principal of the bonds if other
revenues are not otherwise available and appropriated for those payments.
Rating agency presentations for Moody's, Fitch, Standard & Poor's, and Kroll will be conducted in early
May of 2019. Ratings are anticipated to be received in Mid -May. Bids for the sale of the bonds are
estimated to be submitted on June 19, 2019. Subsequent to accepting the best bid and awarding the sale
of the bonds, the City will seek approval of the debt transactions from the Texas Attorney General with an
estimated closing date of July 16, 2019.
This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION /CERTIFICATION:
The Director of Finance certifies that upon adoption of the attached ordinances, the sale of the 2019
General Purpose Bonds will occur as required under the parameters set forth therein and funds will be
available in the General Debt Service Fund to repay the debt when due and payable.
FUND IDENTIFIERS (FIDs1:
TO
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CERTIFICATIONS:
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
Susan Alanis (8180)
Kevin Gunn (2015)
Alex Laufer (2268)
Logname: 13SERIES 2019 GENERAL PURPOSE BONDS Page 2 of 2