HomeMy WebLinkAboutOrdinance 20300-07-2012THE STATE OF'IE-,\-'AS
COUNTIES OF TARR-ANT, DENTON, PARKER AND WISE
CITY OF FORT WORTH
On the 24th day of July, 2012, the City Council of the City of Fort Worth, Texas, met ill
regular, open, public meeting in the City Council Chamber in the City Hall, and toll was called of the
duly constituted members of the City Council, to-wit:
Betsy Price,
Salvador Espino,
W.B. "Lim" Zimmerman
Danny Scarth,
Frank Moss,
JungusJordan,
Dentu's Shingleton,
Kelly Allen -Gray,
Joel Burns,
Tom Higgins,
Sarah FuUenwider,
Mary J. Kayser,
Lena Ellis,
Mayor
Councill-ii embers,
City Manager,
City Attorney,
City Secretary,
Chief Financial Officer
thus constituting a quorum present; and after the City Council had transacted certain business, the
following business was transacted, to-wit:
Council-member _'�Ctu 'k 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 of ("I YEAS, (-) NAYS.
The ordinance as passed is as follows:
ORDINANCE NO. 20300-07-2012
PROVIDING FOR THE ISSUANCE OF CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE REFUNDING AND IMPROVEMENT BONDS, SERIES
2012, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$162,000,000; ESTABLISHING PARAMETERS WITH RESPECT TO THE SALE
OF THE BONDS; DELEGATING TO THE DESIGNATED CITY OFFICIALS
THE AUTHORITY TO EFFECT THE SALE OF THE BONDS; ENACTING
OTHER PROVISIONS RELATING TO THE SUBJECT; AND DECLARING AN
INIMEDL-1TE EFFECTIVE DATE
WHEREAS, the City Council of the City of Fort Worth (the "City" or the "Issuer") finds that
the outstanding obligations described m Schedule I attached to this Ordinance (the "Refunded
Obligations") are eligible to be refunded; and
WHEREAS, the City Council finds that the issuance of the bonds authorized by this Ordinance
for the purpose of refunding all or a portion of the outstanding obligations described in Schedule I
attached to this Ordinance in furtherance of the public purposes described in this Ordinance; and
WHEREAS, it is deemed advisable and in the best interest of the City of Fort Worth (the "City"
or the "Issuer ") that certain general purpose bonds authorized at elections previously held in the City be
combined in a single issue and sold at this time, the dates of election, amount of bonds authorized
thereat, purpose, amount of bonds previously sold, and the amount now to be sold being as follows:
DATE OF AMOUNT
I-A&,C'T1QN �L\ �ffl( RRM 11 _U R11 —0 4 F-1
Fcbruary 7, 2004 $232,900,000 Street Improvements
Fcbruary 1, 2004 21,015,0(10 Park & Ruc. Improvements
1� ray 10, 2008 1-500(rl(L(11)t) Street (inprovemcnts
$404,515,000
*Includes premium used for capital improvements
AMOUN-I AMOUNT
L'1Jj,!VJQ—U,JX—S0I,D* NOW OFFFAIEl
S21 1,395,000 $17,780,000
19,575,000 _t
80515.000
$294,500,000 598,315,000
WHEREAS, the bonds hereinafter authorized to fund the projects hereinafter described are to
be issued and delivered pursuant to the laws of the State of Texas, including specifically Chapters 4331
and 1371, Texas Government Code; and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City Council
delegates to the City Manager, any Assistant City Manager and the Chief Financial Officer of the City, '
individually but not collectively (each an "Authorized Representative") the authority to effect the sale of
rile bonds authorized by this Ordinance, subject to the parameters described in this Ordinance.
NOW, THEREFORE, BE [TORDA IN 1�.D BY'l-HE(-,I-f-Y(-IOUN(:11.,OF'-17HF (-I-1-y' 0F
FORT WORTH, TEXAS:
1, That the bond or bonds of the City to be called "General Purpose Refunding and
Improvement Bonds, Series 2012" (rile, "Bonds"), be issued under and 1)v of tile Constitution and
la\\,; ()t rlic State otTc.xas �ind the Cb:irtcr of the ("Iry maii :iggrcgare principal amount not to cXc(•Cd
ORDINANCE NO. ,.26 CO -07 -2012
PROVIDING FOR THE ISSt.'ANCE OF CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE REFUNDING AND IMPROVEMENT BONDS, SERIES
2012, IN AN AGGREGATE PRINCIPAL AN101 NT NOT TO EXCEED
$162,000,000; ESTABLISHING PARAMETERS WITH RESPECT TO THE SALE
OF THE BONDS; DELEGATING TO THE DESIGNATED CITY OFFICIALS
THE AUTHORITY TO EFFECT THE SALE OF THE BONDS; ENACTING
OTHER PROVISIONS RELATING TO THE SUBJECT; AND DECLARING AN
IMMEDIATE EFFECTIVE DATE
WHEREAS, the City Council of the City of Fort Worth (the "City" or the "Issuer ") finds that
the outstanding obligations described in Schedule I attached to this Ordinance (the "Refunded
Obligations ") are eligible to be refunded; and
WHEREAS, the City Council finds that the issuance of the bonds authorized by this Ordinance
for the purpose of refunding all or a portion of the outstanding obligations described in Schedule I
attached to this Ordinance in furtherance of the public purposes described in this Ordinance; and
WHEREAS, it is deemed advisable and in the best interest of the City of Fort Worth (the "City"
or the "Issuer ") that certain general purpose bonds authorized at elections previously held in the City be
combined in a single issue and sold at this tune, the dates of election, amount of bonds authorized
thereat, purpose, amount of bonds previously sold, and the amount now to be sold being as follows:
DA;1'I OF Ahd(J (.I N Y
L11 ! tlON L 1 k1()I3M I) P, ',it.Pn`+t'
February 7, 2004 $232,900,000 Street Improvcrnenr,
Febaiary 7, 2004 21,615,000 Park & Rec. Improvements
May 10, 2008 J ,S MM120 0 Street lmp,rovcmcnts
5404,515,000
'Includes premium used for capital improvements
AMOUNT AMOUNT
>'R1':�!Ln1,isl'Y 'l�C71,La,' N_2n11 II.,RE)
$211,385,000 517,780,000
19,575,000 -U-
6s7,10000 81t515,wn
5394,500,000 598,315,000
WHEREAS, the bonds hereinafter authorized to fund the projects hereinafter described are to
be issued and delivered pursuant to the laws of the State of Texas, including specifically Chapters 1331
and 1371, Texas Government Code; and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City Council
delegates to the City Manager, any Assistant City Manager and the Chief Financial Officer of the City,
individually but not collectively (each an "Authorized Representative ") the authority to effect the sale of
the bonds authorized by this Ordinance, subject to the parameters described in this Ordinance.
NOW, THEREFORE, BE IT ORDAINED BYTHE CITY COUNCIL OF THE CITY OF
FORT WORTH, TE'AS:
1. That the bond or bonds of the City to be tailed "General Purpose Refunding and
Improvement Bonds, Series 2012" (the "Bonds "), be issued under and by virtue of the Constitution and
laws of the State of Texas and the Charter of the City in an aggregate principal amount not to exceed
$162,000,000 for the purpose of (1) refunding the Refunded ( )b6gations, (ii) constructing permanent
street improvements and storm sewer improvements related to such street improvements, and (iu)
paying the costs of issuance associated with the issuance of the Bonds. The Bonds are authorized
pursuant to Chapter 1207, Texas Government Code ( "Chapter 1207 "), Chapter 1371, Texas
Government Code ( "Chapter 1371 ") and other applicable laws of the State of Texas.
2. (a) That the Bonds shall be sold as fully registered bonds, without interest coupons,
numbered consecutively from R -1 upward, payable to the respective initial registered owners of the
Bonds, or to the registered assignee or assignees of the Bonds, in any Authorized Denonnination,
maturing not later than March 1, 2033, payable serially or otherwise on the dates, in the years and in the
principal amounts, and dated, all as set forth in the Purchase Agreement.
(b) It is in the best interests of the City for the Bonds to be sold through a negotiated sale. The
City Manager is hereby authorized to designate the senior managing underwriter for the Bonds. The
City Council authorizes each Authorized Representative to enter into and carry out the bond purchase
agreement (the "Purchase Agreement ") with the investment banking fines named in the Purchase
Agreement (the "Underwriters "), in substantially the form attached to this Ordinance. The Bonds shall
be sold to the 'Underwriters at the price, and subject to the terms and conditions as set forth inn the
Purchase Agreement, as detertrined by the Authorized Representative pursuant to subsection (d) of this
Section. The authority of an Authorized Representative to execute the Purchase Agreement shall expire
at 5;00 p.m. on Monday, December 31 2012. Any finding or determination made by an Authorized
Representative relating to the issuance and sale of the Bonds and the executiori of the Purchase.
Agreement shall have the same force and effect as a funding or detertniination made by the City Council.
(c) In accordance with Chapter 1207 and Chapter '1371, the City Council authorizes each
Authorized Representative to act on behalf of the City in selling and delivering the Bonds and carrying
out the other procedures specified in this Ordinance, including detern-iifung and fixing the date of the
Bonds, any additional or different designation or title by which the Bonds shall be known, the aggregate
principal amount of the Bonds sold, the date of delivery of the Bonds sold, the price at which the Bonds
will be sold, the years in which the Bonds will mature, the principal amount of Bonds to mature in each
of such years, that portion of the Bonds, if any, to be issued as capital appreciation bonds and the
maturin, amount of any Bonds issued as capital appreciation bonds, the rate or rates of interest to be
borne by or accrue on each maturity, the interest payrnent periods, the dates, price, and terms upon and
at which the Bonds shall be subject to redemption prior to maturity at the option of the City, as well as
any mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale,
and delivery of the Bonds, and the refunding of the Refunded Obligations, Including, without.1.urnitation,
obtaining a municipal bond insurance policy in support of the Bonds, all of which shall be specified in
the Purchase Agreement; provided, that (1) the price to be paid for the Bonds shall not be less than 95%
of the aggregate original principal amount of the Bonds, plus accrued interest, if any, from the date of
their delivery, (ii) none of the Bonds shall bear interest (or, in the case of any Bond issued as a capital
appreciation bond, producing a yield) at a rate greater than 6.00% per annum, (iii) at the time the
Purchase Agreement is executed the Bonds shall have been rated by at least one municipal bond rating
agency .in one of the four highest rating categories for obligations such as the Bonds, and (iv) the Bonds
shall not be sold for the purpose of refunding the Refunded Obligations unless the refunding of the
Refunded Obligations does exceed the maximum net present value loss set forth in subsection (d) of
this Section. The amount of the loss to be realized from the refundng of the Refunded Obligations, on
both a gross and a present value basis, shall be set forth in a certificate (further described in subsection
(d) of this Section) to be executed by the Chief Financial Officer of the City.
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(d) As a condition to the issuance of the Bonds, the refunding of the aggregate principal amount
of die Refunded Obligations must not produce a net present value loss, calculated in accordance with
OASB Statement No. 7, of more than $7,000,000. At the tune the City issued the Refunded
Obligations, it was anticipated that it may be necessary to refund the Refunded Obligations to avoid a
balloon maturity payment due on the Refunded Obligations on Match 1, 2018, a date within ten years of
the dated date of the Refunded Obligations, and current economic conditions make it favorable to
effect a refunding of the Refunded Obligations in a manner that minimizes the loss to be incurred as a
result of the refunding of such balloon payment due on the Refunded Obligations and extending the
maturity thereof beyond March 1, 2018. The principal amount of Bonds issued to refund Refunded
Obligations, and the Refunded Obligations to be refunded, shall be specifically identified in the
Purchase Agreement. An Authorized Representative may elect not to refund any of the obligations
listed in Schedule I, but in no event shall the Bonds be issued for the purpose of refunding the
Refunded Obligations if the refunding of the aggregate principal amount of the obligations selected for
refunding exceeds the maximum net present value loss established in this Ordinance. On. or before the
date of delivery of the Bonds, the Chief Financial. Officer of the City shall execute and deliver to the
City Council a certificate stating that the net present value loss resulting from the refunding of the
Refunded Obligations does not exceed the maximum loss permitted under this Ordinance. The
certificate shall specifically state both the net present value loss and the gross loss realized by the City as
a result of refunding the Refunded Obligations. The determination of an Authorized Representative
relating to the issuance and sale of Bonds to refund Refunded Obligations as provided in the Purchase
Agreement shall have the same force and effect as a determination made by the City Council.
(e) The City Council authorizes the ( --ity Manager and the Chief Financial Officer of the City to
provide for and oversee the preparation of a preliminary and Enal official statement in connection with
the issuance of the Bonds, and to approve the preliminary and final official statement and deem the
preliminary official statement final, and to provide it to the Underwriters, in compliance with the Rule.
3. (a) That the Bonds may be subject to redemption prior to their scheduled maturities at the
option of the City, on the dates and in the manner provided in the Purchase Agreement. Should the
Purchase Agreement provide for the redemption of the Bonds, if less than all of the Bonds are to be
redeemed by the City, the City shall determine the maturity or maturities and the amounts to be
redeemed and shall direct the Payurg Agent /Registrat 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 u1 the Purchase Agreement.
(b) Should the Purchase Agreement provide for the mandatory sinking fund redemption of the
Bonds, the terms and conditions governing any mandatory sinking fund redemption and the payment of
mandatory sinking fund payments shall be set forth therein, and the FORM OF BOND shall be revised
to reflect any mandatory sinking fund redemption of the Bonds, to the extent provided in the Purchase
Agreement,
(c) The City slial.l cause notice of any redemption of Bonds to be given in the manner provided
in the FORM OF BOND. By the date Fixed for any such .redemption, due provision shall be made with
the Paying Agent / Registrar for the payment of the required redemption price for the Bonds or the
portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for
redemption. If such notice of redemption is given (to the extent notice is required to be given), as
provided in the FORM OF BOND, and if due provision for such payment is made, all as provided
above, the Bonds or the portions thereof which are to be so redeemed, thereby automatically shall be
redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their
redemption, and shall not be regarded as being outstanding except for the right of the registered owner
to receive the redemption price plus accrued interest to the date fixed for redemption from the :Paying
Agent /Registrar out of the funds provided for such payment. The Paying Agent /Registrar shallrecord
in the registration books all such redemptions of principal of the Bonds or any portion thereof. If a
portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date,
bearing interest at the same rate, in any denomination or denominations in any integral multiple. of
$x5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in this Ordinance.
4. That the Bonds of each maturity shall bear or accrue interest calculated on the basis of a 360 -
day year composed of twelve 30 -day months from the dates specified in the FO121V7 OF BOND set
forth in this Ordinance, to their respective dates of maturity at the rates set forth in the Purchase
Agreement. Interest on the Bonds shall be payable on the dates set forth in the Purchase Agreement,
until the maturity or prior redemption of the Bonds.
5. (a) That the City shall keep or cause to be kept at the designated corporate trust office in
Austin, Texas (the "Designated Payment Office ") of BOIF, NA, d /b /a Bank of Texas, N.A. (the
"Paying Agent /Registrar "), or such other bank, trust company, finaricial 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 snake such transfers and registrations
under such reasonable regulations as the City and the Paying Agent /Registrar may prescribe; and the
Paying Agent /Registrar shall make, such transfers and registrations as herein provided. It shall be the
duty of the Paying Agent /Registrar to obtain from the registered owner and record in the Registration
Books the address of such registered owner of each Bond to which payments with respect to the Bonds
shall be mailed, as herein provided. The City or its designee shall have the right to inspect the Registra-
tion Books during regular business hours of the Paying Agent /Registrar, but otherwise the Paying
.Agent /Registrar shall keep the Registration Books confidential and, unless otherwise required by law,
sliall not permit their inspection by any other entity. Registration of each Bond may be transferred in
the Registration Books only upon presentation and surrender of such bond to the Paying Agent/ -
Registrar for transfer of registration and cancellation, together with proper written instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent /Registrar,
evidencing the assignment of such bond, or any portion thereof in any integral multiple of $5,000, to the
assignee or assignees thereof, and the right of such assignee or assignees to have such bond or any such
portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer
of any Bond or any portion thereof, a new substitute Bond or Bonds shall be issued in exchange
therefor in the manner herein provided.
(b) The entity in whose name any Bond shall be registered in the Registration Books at any time
shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether such Bond
shall be overdue, and the City and the Paying Agent /Registrar shall not be affected by any notice to the
contrary; and payment of, or on account of, the principal of, prerniurn, if any, and interest on any such
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Bond shall be made only to such registered owner. All such payments shall he 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 Paving Agent /Registrar shall keep proper records of all payments
made by dhe City and the Paying Agent /Registrar with respect to the Bonds, and of all exchanges
thereof, and all replacements thereof, as provided in this Ordinance.
(d) Each Bond may be exchanged for fully registered bonds in the manner set forth herein.
Each Bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal
amount thereof, may, upon surrender thereof at the Designated Payment Office of the Paying
Agent /Registrar., together with a written request therefor duly executed by the registered owner or the
assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee
of signatures satisfactory to the Paying Agent /Registrar, at the option of the registered owner or such
assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons,
in the form prescribed in the FORM OF' 'BOND, in the denomination of $5,000, or any integral
multiple thereof (subject to the requ.irerrnent hereinafter stated that each substitute Bond shall have a
single stated maturity date), as requested in writing by such registered owner or such assignee or
assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Bond or
Bonds so surrendered, and payable to the appropriate registered owner:, assignee, or assignees, as the
case may be. If a portion of any Bond shall be redeemed prior to its scheduled maturity as provided
herein, a substitute Bond or Bonds having the same . maturity date, bearing interest at the same rate, in
the denomination or denominations of any integral multiple of $5,000 at the request of the registered
owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to
there 91 istered 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 sarne 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 11-iterest on the bond for which it is
being exchanged has not been paid, then such substitute Bond shall be dated as of the date to which
such interest has been paid in full. On each substitute Bond issued in exchange for or replacement of
any Bored or Bonds issued under this Ordinance there shall be printed thereon a Paying Agent /Reg-
istsar's Authentication Certificate, in the form hereinafter set forth in the FORM OF' BOND (the
"Authentication Certificate "). An authorized representative of the Paying Agent /Registrar shall, before
the delivery of any such substitute Bond, date such substitute Bond in the manner set forth above, and
manually sign and date the Certificate, and no such substitute Bond shall be deemed to be issued or out-
`moJinm unless the Co/tiGcote is so executed. The Paying Agent/ Regis tJ:uz promptly s6u8 cancel all
Bonds surrendered for exchange oc replacement. No additional ordinances, orders, nc resolutions need
be passed or -adopted by the City Council or any other body or person soas to accomphsh the foregoing
exchange oz replacement *f any Bond oz portion hereof, and the Paying Agent/Registrar s6uDpzoriJ~
for the printing, execution, and delivery of the substitute bonds in the cuuooez prescribed 6czcio,
Pursuant to Chapter 1206, Texas GoN,ernment Code, the duty of exchange or replacement o f any Bond
as ufnzeoui6 Is 6ccc6y imposed upon the Yu?^ug Agent/ Registrar, ouJ, upon the cxcco600 of the
Authentication Certificate, the exchanged oc replaced Bond shall 6evul-id. incontestable, and enforceable
in the same manner and with the same effect as the Bonds which originally were delivered pursuant to
this {}zJi000cc^ approved by /hcz\uozoey General, and registered by the Comptroller o{Public
/\ccounts. Neither �6n Ciry ooz d6o �uyioQ.&gont/K ' tcxc s6xD be required (1) to iunor. transfer, or
exchange ,my Bond 6o�oc,u period beginning utd6copccingof6osiocsxJOdoys6efozct6r6uyof8`c
first mailing ofa notice of redemption of Bonds and enclingat the close of business on the day ofsuch
mailing, or (2) to transfer or czc6uugc any Bond so selected for redemption in whole when such
redemption ia scheduled 'o occur within }O calendar days.
(c) All Bonds issued 'in exchange or replacement of -,my other Bond or portion thereof, (i) 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, (6) may be redeemed prior to their scheduled
nuuuzr,��s.��)zoxy�o�uuaf�zzc6ouJusui�o��,6�)�ouybc�schuu�e6 for other Bonds, 6ds6oVhave
the characteristics, (vU shall bc signed and sealed, and /viU the principal of and interest oo the Bonds
shall bc payable, all us provided, and iu the manner required ocioJicu/c6.iothe FORM ()FBOND.
/8 The City shad pay the Paying Agent/Registrar's reasonable and custornary fees and charges
for making transfers oE Bonds, but the registered on/oczofuoyBoudzcgououognuc6tzuoufershuUpuy
any taxes or other governmental charges required to be paid with respect thereto. The registered u,vocz
n{ any Bond requesting uuy exchange shall pay the Paying Agent /Ile /onaz'ozcxaouubleuo6stxudxz6nc
customary fcesunJ charges for exchanging unyouchBonJozpozdoodhcceo[toQcd6czniHzuuyLurcsuz
governmental charges ccguJiocG to be paid with respect thereto, uOox u rouJi6ou precedent to the
exercise of such privilege of exchange, except, however, that 111 the case of the exchange ofan assigned
and transferred Bond or Bonds or any portion or portions thereof in an), integral multiple of $5,000,and
in the case mfthe exchange of the unredeerned 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,
fire City hereby covenants with the registered owners of the Bonds that it will (1) pay the reasonable -arid
standard oz customary fees and charges of the Paying /1gent/Il 'ounzGozitxsezri eaxit6zeapcct to the
payment oE the principal of and 'interest ou the Bonds, when due, and (1-1) pay the fees and charges ofthe
Puyiog Ageo//Rr suxz6ozsrc,ices`,idzruopoct'odzo transfer ozregistration of Bonds solely to the
extent above provIded,and with respect to the exchange of Bonds solely to the extent above provided.
A6 The City co"cuuom with the registered nwuecnoft6cBoo6st6utotuD6ozno,vHcd6eI\oo6u
are outstanding the City will provide a competent arid legally quabfied bank, trust company, fitrancial
institution, oz other agency to act un arid perform the services oE Pay 'trig A8eot/Dzgiut/uz for the Bonds
uuJcz t1ris {}rcizuocc, and that the Puyiog}\gro//R,gix/roz will be one eo6q'. The City ccocc,es the
right to, and may, ut its option, change the Paying 6grot/ Registrar uyouuot\csud`uo606uyx`vrit\oo
notice to the Paying Agent/ Regis tznz. In the croot d6ur the entity at any time acting as Paying
/\gcot/fle /suor (or its successor 6ymerger, ucqoisl6ou'oz other method) ,6ou|J resign nco6zornioc
cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified
national or state banking institution which shall be a corporation organized and doing business under
the laws of the United States of America or of any state, authorized under such laws to exercise trust
powers, subject to supervision or examination by federal or state authority, and whose qualifications
substantially are similar to the previous Paying Agent /Registrar to act as Paying Agent /Registrar. under
this Ordinance. Upon any change in the Paying Agent /Registrar, the previous Paying Agent /Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent /Registrar designated and
appointed by the City. Upon any change .in the Paying Agent /Registrar, the City promptly will cause a
written notice thereof to be sent by the new Paying Agent /Registrar to each registered owner of the
Bonds, by United States mail, first -class postage prepaid, which notice also shall give the address of the
new Paying Agent /Registrar. By accepting the position and performing as such, each Paying
Agent /Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying.Agent /Registrar.
(h) Each redemption notice, whether required iri the FOR]\I OF BONI) 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 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
2012 General Purpose Refunding and Improvement 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 clue, and to provide a sinking fund to pay the principal (including
mandatory sinking fund redemption payments, if any) oft -he. Bonds as such principal matures, but never
less than 2% of the outstanding principal amount of the Bonds as a sulking 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 FORIA OF BOND, are hereby pledged for such
purpose, within the limit prescribed by law. There shall be appropriated from the General Fund of the
City fox deposit into the Interest and Redemption Fund moneys as may be necessary to pay the first
scheduled debt sex -vice payments on the Bonds occurring on and before March 1, 2013.
(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 cornply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and
enable a filing to perfect the security interest in said pledge to occur.
8. (a) That in the event any outstanchng 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 furrish 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 issuig 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. hvety
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 tune, or be enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under
this Ordinance.
(e) In accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance
shall constitute authority for the issuance of any such replacement bond without necessity of further
action by the governing body of the City or any other body or person, and the duty of the replacement
of such bonds is hereby authorized and uxrposed 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 m Section
5(d) of this Ordinance for Bonds issued in exchange for other Bonds.
9. That the Mayor, the City Secretary, the City Nlanager, any Assistant City Manager or the
Chief Financial Officer of the City, the Director of Finance, the City Treasurer and all other officers,
employees, and agents of the City, and each of thern, shall be and they are hereby expressly authorized,
empowered, and directed from time to time and at any rime to do and perform all stich acts and things
and to execute, acknowledge, and deliver u1 the name and under the seal and on behalf of the City all
such instruments, whether herein mentioned, as may be necessary or desirable ut 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 Nlanager 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 tbe.ir registration by the Comptroller of Public Accounts of the State of Texas. Upon
registration of the Bonds, said Comptroller of Public Accounts (or a deputy designated in writing to act
for said Comptroller) shall manually sign the Comptroller's Registration Certificate accompanying the
Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such
certificate. The City Council hereby authorizes the payment of the fee of the Office of the Attorney
General of the State of Texas for the examination of the proceedings relating to the issuance of the
Bonds, in the amount determined in accordance with the provisions of Section 1202.004, Texas
Government Code.
10. That the proceeds from the sale of the Bonds shall be used m the man tier 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 representuzg premium on the Bonds shall be used in a manner consistent with the provisions
of Section 1201.042(d), Texas Government Code.
11. That the Issuer covenants to take any action to assure, or refrain from any action which
would adversely affect, the treatment of the Bonds as obligations described in section 103 of the
Internal Revenue Code of 1986 (the "Code "), the interest on which is not includable in the "gross
income" of the holder for purposes of federal income taxation. In furtherance thereof, t:he Issuer
covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are
used for any "private business use ", as defined in section 141 (b) (6) of the Code or, if more than
10 percent of the proceeds are so used, that amounts, whether or not received by the Issuer,
with respect to such private business use, do not, under the terms of this Ordinance or any
underlying arrangement, directly or indirectly, secure or provide for the payment of more than
10 percent of the debt service on the Bonds, in contravention of section 141(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" withirt the meaning of section 1.49(b) of the Code;
(0 to refrain from using any portion of the proceeds of the Bonds, directly or nch-
rectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with --
('1) proceeds of the Bonds invested for a reasonable temporary period until
such proceeds are needed for the purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning,
of section 1.148 -1(b) of the Treasury Regulations, and
(3) amounts deposited in any .reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the
requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable,
section 149(d) of the Code (relating to advance refundings); and
10
(h) to pay to the United States of America at least once during each five -year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of
the "Excess Earnings ", within the meaning of section 148(f) of the Code and to pay to the
United States of America, not later than 60 days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the Issuer understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of a refunding
bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of
the issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will
not be required to comply with any covenant contained herein to the extent that such failure to comply,
in the opinion of nationally- recognized bond counsel, will not adversely affect the exemption from
federal income taxation of interest on the Bonds under section 103 of the Code. In the event that
regulations or rulings are hereafter promulgated which impose additional requirements which are
applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent
necessary, in the opinion of nationally - recognized bond counsel, to preserve the exemption from federal
income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the
foregoing, each of the Mayor, the City Manager, any Assistant City Manager, the Chief Financial Offices
of the City, the Director of Finance and the City Treasurer may execute any certificates or other reports
required by the Code and to male such elections, on behalf of the City, which may be permitted by the
Code as are consistent with the purpose for the issuance of the Bonds.
In order to facilitate compliance with the above clause (h), a "Rebate Fund" is hereby established
by the City for the sole benefit of the United States of .America, and such Rebate Fund shall not be
sub)ect to the claim of any other person, including without limitation the registered owners of the
Bonds. The Rebate Fund is established for the additional purpose of compliance with section '148 of
the Code.
1.2. (a) Allocation of, and Larrritation on, Expendita1res for the Project. That the Issuer 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 (ii) of Section 1 of this Ordinance (each such
purpose referred to herein and 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 trade or (b) each such Pro)ect is completed. The foregoing notwithstanding, the Issuer 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 Issuer
obtains an opinion of nationally - recognized bond counsel substantially to the effect that such
expenditure will not adversely affect the tax - exempt status of the Bonds.
(b) Disposition of 'n ed. That the Issuer covenants that the property .financed or refinanced with
the proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt
by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-
recognized bond counsel nu6otuu6xUvno the effect that such sale c« other disposition viUuo/
affect the tax-exempt s:^oun of the Bonds. For purposes of this Section, the poz6uo of the property
comprising person2l propertyand disposed ofrn the ordinary course of business shall not be treated as a
uuosxc6mn resulting in the receipt of cash or other cooupoosu6wo. For purposes of this Section, the
Issuer e6xD not be obligated to comply with this cor0000t if it obtains an op ioioo ofou6ouuUv-
zcco8oizc6 bond counsel to the effect that such 6uduze to comply will not adversely affect the
excludability for Fe6czx| income tax purposes from gross income of the interest.
(c) (V6ltxx Pmcc:ure/ That oo6l superseded by another action of the City, the written
p,occ6ozcs to ensure compliance with the covenants coomizo6 6ezc6o regarding private business noe`
remedial actions, arbitrage and rebate approved by the City in the ordinance adoptedjuly 24, 2012, with
respect to the iaauuuuc of City of Fort Worth, Texas Water and 3cn/c, 3yacccu Dc,cooc Refunding
Bonds, Series 2O12` apply to the issuance oE the Bonds.
lI(a) D6flnitions. That, as used in this Section, the terms shall have the meanings
ascribed to such terms below:
"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 ofthe Paying Agent/Registrar is located.
"NISllD" n/euos die Municipal Securities Rulernaking Board.
"8ole" means SEC Rule 15c2-}2.unamended from time ,otime.
"JEC' means the United States Securities arid Exchange Conunisnioxn.
86 Annual Dxpmts. 6> The City shall provide annually to the DISBB`within six months after the
end of each fiscal year ending in or after 2012, Financial Inforl-nation and operating data with respect »o
the City of the general type described 1u Exhibit Bhereto. Any financial statements oouo6,provided
shall 6c(|) prepared Uu accordance with the accounting priocip|codescribed 10 Exhibit B hereto, orsuch
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 conirrilssions an audit of such staternents and the audit is
completed within the period J ou o�w 6i h they ouv r be provided. If the uuc6/ of such Gouucio]
statements ia not complete within such period, then the City shall provide unaudited financial stxurnneotn
by the required 6zue,unJs6uUpzovi6euoJim68ouociu\s/atcrocotn6or the applicable fiscal year ,othe
NISRB, when and if the audit report on such statements becomes available.
(6)Kthe City 6m��im��\��it*�oo��t�D�KHoE�cc6��(�Joft�J���
the new 6scu year end) oz the next date by which the City otherwise would 6e required to provide
8uuucia| iufoxozu6ou and operating data pozouuut to this Section. The Financial Information and
operating data to be provided pozauuu/ to this Section may be set 6oz66 Ili 6zU in one or more
documents or may be included by specificreference to any document (Including in official statement or
other offering document, 6i,io available from the MS]lB) that t6cze/o6zzc has been provided to the
NISDBo, filed with the SEC. Filings shall bc made electronically, III such format uois prescribed 6ythe
MSRB.
o
(c) DzsclaszsreventNoticer. The City sha.11 notify the MSRB of any of the following events with
respect to the Bonds, in a timely manner not in excess of ten Business Days after the occurrence of the
event:
1. Principal and interest payment delinquencies;
2 NIon-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;
S. Bond calls, if material, and tender offers;
9. Defeasances:
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Ratin g cbanges;
11 Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the City
or the sale of all or substantially all of the assets of the City, other than III the
ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material; and
14. Appointment of a successor Paying Agent /Registrar or change in the name of
the Paying Agent /Registrar, if material.
The City shall notify the MSRB, irn a timely manner, of any failure by the City to provide financial
information or operating data in accordance with subsection (b) of tlus Section by the time required by
subsection (a). As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding
under the U.S. Bankruptcy Code or ui 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 busnness of the
City, or if jurisdiction has been assumed by leaving the City Council and official or officers of the City in
possession but subject to the supervision and orders of a court or governmental authority, or the entry
of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(d) Limitalions, Disclaimers, and,,3.rrrendn)ents. (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.
13
8b The provisions of tl-us Sec6on are for the sole benefit of the holders and beneficial owners
of the DooJ,' and nothing io this Section, express ozU"uo6o6, n6uU e ,my benefit or any legal or
cqoiuu6lo right, cecueJy,ozc)xim6e/eoodecvouoyo66~zpecsoo. The City undertakes to provide only
the financial information, operating data, financial statements, and notices which it has expressly agreed
uz provide pursuant to this Section and does riot hereby undertake tn provide any o66e/�ofuouu600that
may be relevant or material to u c000p]ccc pzeaeocu600 of the City's 5oxuciu| zosoks' condition, or
prospects or to update any information provided in accordance with (his Section or otherwise, except as
czpzcos|y provided herein, The [i/Y 600u no/rouke any zcpzcnou/u600 o,wxrruu/y concerning Such
iuEn/zoofioo or its osoFuLoena to u decision to iuveutio or sell Bonds at any future 6u/o.
(iii) UNDER NO SHALL THE CITY BD LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND DK ANY OTHER PERSON, lN CONTRACT OR
TORT, FOR DANTAGES RESULTING IN WHOLE 0RTN PART FROM ANY BREACH BYTHE
CITY, WHETHER NEGLIGENT 0RWITHOUT FAULT ON ITS PART, DF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVJ_-�RY RIGB'l' AND REMEDY OF ANY SUCH
PERSON, IN CONTRACT DR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMUS DR SPECIFIC PERFORMANCE.
6v\ A default 6r the City ioobserving or performing its obligations under this Section shall not
comprise breach of oo default n od cz this [rJio xocc for purposes o f ,my o 8zc zpzor/w provision of this
[)c6iuxocc. Nvt6�gliu His Section is io/euJcd or shall act to c6scloio,muivr. or otherwise brut the
duties of the City under federal and state securities laws.
(v) Should the Rule6cammJed to obligate theGry to make Binm with m provide notices to
entities other than the &f3DB, the City agrees to undertake such obligation iuoccoz6uoccnid666cRole
as amended.
(vi) The provisions of this Section uuy6000006u]6vde[2/7froo6movobuctoucaot»o
c6uoard ciocprosu'orcs dhutorlac froua change 111 icvu 6 roeo'o,
o c6uogoiu 6w, ozu change in
theidentity, nature, status, or tipe ofoperations Of the City, but only1f (1) the provisions of thi's Section,
as so an-lended, would have permitted an underwriter to purchase or sell Bonds 11-1 the primary offering
of the Bonds io compliance with the Rule, mkiogLoto account any urneodi-neo/zoz interpretations o[the
Ilolr since such offering as well as such c600grJ cizcvcuvtxurco and (2) ri/hc, (a) the holders of
cu )ozityiuuggrogatepriocipoluz000ut(^zunygzcorocunuouotzequire66yxnyo6`ezpzovisiounEthis
Ordinance that authorizes such an amendment) of the outstanding Bonds consent to such amendment
oz(6)o person that is unaffiliated with the City (such us nationally zeco ' cJ600JcnuoacUdeoczuiucs
6zut such amendment will not materially impair 6`ciocczcotof the holders and beneficial owners o[the
Bonds. If the City so amends the provisions of this Section, it shall include with any amended financial
information or opczo6og data ocx/ provided in accordance with uo6acc6ou (b) of this Section an
explanation,Lin narrative form, of the reason for the amendment and of the impact ofarry change in the
t�ypc of Financial 'io6ozoou600 or operating data so provided. The City may also ucucud or repeal the
provisions of this continuing diac|monrc og7occoeut if the SEC xnocodo or repeals the upyhco6)c
provisic.)n of the Rule or a court of final jurisdiction enters 'judgment that such provisions of th e Rule are
iuvulid, but only if and to the cstrut that the provisions of this scu/rocc would riot pccroot an
underwriter from lawfully purchasing or selling Bonds in the pri-rnaiy offering of the Bonds.
14
14. That concurrently with the delivery of the Bonds, the Chief Financial Officer of the City
shall cause to be deposited with the Escrow Agent, from the proceeds from the sale of the Bonds and
other available moneys of the City, all as described in the letter of instructions referred to in Section 10
of this Ordinance, an amount sufficient to provide for the refunding of the Refunded Obligations in
accordance with Chapter 1207. For this purpose, the City Council authorizes the City Manager or any
Assistant City Manager and the City Secretary to execute the Escrow .Agreement, in substantially the
form and substance attached to this Ordinance. The City Council authorizes the City Manager, any
Assistant City Manager, the Chief Financial. Officer: of the City and the City Treasurer, and each of
them, to take any action necessary to obtain the securities to be held by the Escrow Agent in accordance
with the terms of the Escrow Agreement.
15. That the Bonds shall be issued and delivered in such manner that no physical
distribution of the Bonds will be made to the public, and The Depository Trust Company ( "DTC "),
New York, New York, initially may act as depository for the Bonds. DTC has represented that it is a
limited purpose trust company incorporated under the laws of the State of New York, a member of the
Federal. Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered under Section 17A of the Securities Exchange Act
of 1934, as amended, and the City accepts, but in no way verifies, such representations. The definitive
Bonds delivered to the Underwriters shall be registered in the name of CEDE & CO., the nominee of
DTC. DTC may hold the Bonds on behalf of the UndelAvriters. 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 oil the records of DTC and its participants pursuant to rLdesand regulations established
by them, and that the Bonds initially deposited with DTC shall be imrnobilized 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 of the originally delivered Bonds
duly file with the Paying Agent /Registrar with proper request for transfer and substitution, as provided
for in this Ordinance, substitute Bonds will be duly delivered as provided in this Ordinance, and there
will be no assurance or representation that any book -entry system will be maintained for such Bonds.
The City heretofore has executed a "Blanket Letter of Representations" prepared by DTC in order to
implement the book -entry system described above.
16. (a) Defeased Bonds. That any Bond and the interest thereon shall be deemed to be paid,
retired and no longer outstanding (a "Defeased Bond ") within the meaning of this Ordinatce, except to
the extent provided in subsection (d) of this Section, when payment of the principal. of such Bond, plus
interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i)
shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been
provided for on or before such due date by irrevocably depositing with or making available to the
Paying Agent /Registrar in accordance with an escrow agreement or other. instrument (the ".Future
Escrow Agreement ") for such payment (1) lawful money of the United States of Arnerica sufficient to
make such payment or (2) Defeasance Securities that mature as to principal and mi terestin such amounts
15
and at such tithes as wl.11 insure the availability, without reinvestment, of sufficient money to provide for
such payment, and when proper arrangements have been made by the Issuer with the Paying
Agent /Registrar for the payment of its services until all Defeased Bonds shall have become due and
payable. At sttch 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 1.6(a)(i} or (ii) shall not be irrevocable, provided that: (1) in the
proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the
Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the
Defeased Bonds itninediately following the making of the payment arrangements; and (3) directs that
notice of the reservation be included in any redemption notices that it authorizes.
(b) Investment in Defeasance Securities. Any moneys so deposited with the Paying
Agent /Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and tithes as hereinbefore set forth, and all income from such Defeasance
Securities received by the Paying Agent /Registrar that is not required for the payment of the Bonds and
interest thereon, with respect to which such money has been so deposited, shall be turned over to the
Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to
which the money and /or: Defeasance Securities are held for the payment of Defeased Bonds may
contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities
or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
subsection 16(a)(1) or (ii). All income from such Defeasance Securities received by the Paying
Agent /Registrar which is not required for the payment of the Defeased Bonds, with respect to which
such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by
the Issuer.
(c) Defeasance Serwilies Defned. The term "Defeasance Securities" means (i) direct,
noncallable obligations of the United States of America, including obligations that are unconditionally
guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality
of the United States of America, including obligations that are unconditionally guaranteed or.insured by
the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment
quality by a nationally recognized investment rating firm not .Less than AAA or its equivalent, and (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of
a state that have been refunded and that, on the date the governing body of the Issuer adopts or
approves the proceedings authorizing the financial arrangements are rated as to investment quality, by a
nationally recognized .investment rating firm not less than AAA or its equivalent.
(d) Paying 11,gent/Re,isirar 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 Issuer shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(e) Selection of ,Bonds forDyf asance. In the event that the Issuer elects to defease less than all of
the principal amount of Bonds of a maturity, the Paying Agent /Registrar shall select, or cause to be
selected, such amount of Bonds by such random method as it deems fair and appropriate.
16
17, (a) Evenls That each ofthe following occurrences or events for the purpose of
6h-l"y Ordinance is hereby declared rohcoo Event ofDefault:
(1] c6c6Aorcro make payment oE the principal ofuc�otcuuytou any n{ the Bonds when
the same becomes due and payable; oc
66 default in the poc6ozouuocc or o6acrvuucc of any other covenant, aCcc000cot or
obligation of the City, the failure to perform which materially, odversely affects the rights of the
registered nvu�cs of the B no J n' including, 6 n/ not limited to, prospect or u 6iB �� �o be
repaid in accordance with tl-Lis Ordinance, and the continuation thereof for a period of 60 days
after notice of such default is given byuuyrc /otczcJnwoortodzoCity.
(6) Kmvrdie/forI} ' /i
A0 Upon the happening oFaoy Event. o[ Default, then and 'in every case, ,my reRistered
owner ocau authorized representative thereof, Including, but not Limited to, u trustee ortrustees
therefor, may proceed against d6cCity.ncooyoFGcia|'of6cczozeozployeeoF66e[ityiot6cir
official capacity, for the purpose of protecting and enforcing the rights o{ the registered owoeco
nu8oz this ()z6iuxoco, by ouuo6um^n or other uoit, action or special proceeding in equity or at
law, in any court of competent jurisdiction, for -,my relief permitted by law, including the specific
performance of uriy covenant or agreernent contAined herein, or thereby to enjoin any act or
thing that may 6c unlawful oziu violation o[ any right of6zoco /atezcdov/uezu6ozcoudozorouy
combination of such remedies.
6�) It is provided that all such proceedings shall 6c instituted and maintained for the
equal benefit ofoU registered owucz of Bonds dzcuoutstanding,
(J K(wyxuie/ Not E,,culuuii)n.
6\ No zcnzody 6ezcio conferred or rrscu'o6 is intended to be exclusive of any other
available remedy oz remedies, but each and every such remedy m6aO6c cumulative and shall hu
in addition to every oc6czzeoucJy given hereunder ozunder the Bonds or now ozhereafter
existing at law or in equity; provided, bvvmm/-, that oouvi6zatuu6i`B any other provision of6lio
{}cc600ucc' the riAt to accelerate the debt evidenced 67 the Bonds shall not 6e available as o
zuoucJy under t|i'nOrdinance.
(�) The exercise of any remedy 6oceiu conferred or zcoezvcd a6xD not be Jrcoocd o
waiver of -,my o6zoz urxdu6|c zcouedy.
6Ml By uccop6o& the 6cVvczy of Bond authorized under this {}zdinuoco. such
zeb/stccc 6 owner u��ncs that the cec 6G cx 6 ous required to effectuate any covenants or
zrpzeycumtiooscouruiucJiudbio()rdiouocc6000tuo6o6oUocvc/cousticutcoz give rise tou
personal or pecuniary habih(y or charge against the officers, employees or trustees of flie City or
t6e,City Council.
(I`) None of the members ofthe City Council, nor ,my other official oz officer, agent,
oz employee oF the City, shall 6e charged personally 6y the registered owuczx,vi/huuyli^b[6,y,
or be held pocnoozUy Uu6|c to the registered owners ouJcc uo), tozoo or provision of this
n
Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
18. 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 (ii) of Section 1. hereof for which the Bonds are issued or for the
pay rrtent of debt service on the Bonds;providtd, that after completion of such permanentimprovements,
if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest
and Redemption Fund. It is further provided, however, that any interest earnings on bond proceeds
which are required to be rebated to the United States of America pursuant to Section 11 hereof in order
to prevent the Series 2010 Bonds from being arbitrage bonds shall be so rebated and not considered
as interest earnings for the purposes of this Section.
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
Phis Ordinance as a whole and not to any particular Section or other subdivision. Except where the
context otherwise requires, terms defined in tivs 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 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 all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed.
21. That in accordance with the provisions of Section 1201.028, Texas Government Code, this
Ordinance shall be effective immediately upon its adoption by the City Council.
22. That it is hereby officially found and determined that the meeting at which this Ordinance
was passed was open to the public, and public notice of the time, place and purpose of said .meeting was
given, all as required bV Chapter 551, Texas Government Code.
18
ADOPTED this ,July 24, 2012,
ATTEST:
L
ity Secreta y,,
City of Fork orth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attortl'y, City of Fort Worth, Texas
(SEAL)
S�gnal,vre Pqge — Oidwame A ulhon, vng Isiltance olCvneralPl(rtose Refunding and haprovpmveii I Bondy, Series 2612
19
SCHEDULE 1
CITY OF FORT WORTf 1, Tl,.XAS GENERAL 1-1\1PROVEIVIENT BONDS, SERIES 2008, dated
September 1, 2008, all bonds maturing on March 1, 2018, in the principal amount of $24,585,000.
CITY OF FORT WOKIIJ, I-EXAS CON1BINATIONTAXANL) LIMITED SURPLUS RL,\T—,NUE
CERTIFICATES OF OBLIGATION, SERIES 2008, dated September 1, 2008, all obligations maturing on
March 1, 2018, in the principal amount of $31,275,000.
Schedule I — page 1
NO.
EXHIBIT A
FORM OF BOND
UNI'I"F'D STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE AND PARKER
CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE R:E.FUNDING AND IMPROVEIMENT BOND
SERI[ SS 2012
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP
ON THE MATURITY DATE. SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "Issuer "), being a political subdivision of the State of Texas, hereby promises to pay to
or to the registered assignee hereof (either being hereinafter called the
"registered owner ") the principal amount of:
DOLLARS
and to pay interest thereon, from the 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, 2013, 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, 2013, 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 Austin, Texas (the "Designated
Payment Office "), of BOKF, NA, d /b /a Bank of Texas, N.A., 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 Boobs 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
Fl -1
provided herein shall 6c paid mthe registered owner upon presenta6on and surreuder of this Bond for
redemption -and poyu`cu/u// lie Designated Puyooco,(]F6ccnft6cPay g/\grut/ Registrar. The Issuer
cu,couuts with the registered oxnuuz of this 8006 that no later than cuu6 principal payment and/or
iocozoo, payment 6utc for this Bond it will cnoko uruilu6]c to the Paying Agent/Registrar from the
Interest and Redemption Fund usdcfiocdky the ordinance authorizing die Bonds (the "{}cJinoocr")the
ocoouo/o required to provide for 66c puycucut' in imuz,cGutcb' uvaJx6\c funds, of all principal of and
interest oo the Bonds, when due.
IN THE EVENT OF A NON -PATMBNToF interest oil o scheduled payment date, uudfor }0
Joys t6ocru6ez' u new zcco/6 6mr for such interest puyozco/ (a "Special l{ocoz6 Date") will be
uomhk:6e6 by the Paying Agent/ Regis tiuc. if and when 6zu6o for the pxyo*eut of such Mtczcs/ have
been received from the Issuer. Notice nf the Special Record Date and uf the scheduled payment date of
the past due 'interest (''Sprcio| Payment [)utc''`which shall be 15 Juyo after the Special Record Date)
shall bc sent utleast firobusiness days prior to the Special Record Date 6yl]uitcd States mail, first class
postage prepaid, ,o the address of each registered owner ofu Bond appearing oo the registration 600ks
of the Pa / &A&cot/Do 'otrazutd6cc}ooeo[6usiuuxxoo/hc]oo/6uoioeso day next- yrcccdin�the date
of mailing of such notice.
Iy7HE DATE for the payment ofthe principal oEminterest on this Bond shall beoSaturday,
Sunday, u legal holiday, ozu day on which buokhig ius6to6ousiot6e city where the Designated 9uymcor
Office ofthe Paying Acent/Registrar iu\ocxrcJuzcout6c«ire66y}mvozcxccn6veozdurto6ouc,t6co
the clutc for such payment shall be the next succeeding day which is not such a Sat:urday, Sunday, legal
holiday, or day on which banking institutions uze onc6orizc6 to close-, and payment on such date ahuO
have the same force and effect usif made oil the original Jucepuyroeutvus6oc. Notwithstanding the
foregollig, during any period 'in which ownership of the Bonds is determined only bya book entry at a
securities depository for the Doo8o, any puycocut to the occozi600 depository, or its nominee or
registered assigns, shall be made in accordance with exis ting arrangements 6ctnceu the Issuer and the
securities depository.
'THIS BOND is one ofa Series of Bonds of like tenor and effect except as to nuniber, principal
amount, interest rate, maturity and option of redemption, dated August 1' 2012, authorized Lo
accordance with the Constitution and laws oE the State of Texas iuthe pcio oluouuootof$________
for the foKnvriog,purposes, to'`vit. refunding the Refunded Obligations (as 6cGoe6iu the {}rc6uxoc6;
constructing pezuzuucut street and storm sewer m'npzovecocutu; and to pay the costs iocvorJ III
connection with the issuance of the Bonds.
ON MARCH 1`2022,mon any date thermftei-, the Bonds of this Series m oil March 1,
2023 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer ill
vho�^uciopxc�or par and accrued io�zoo,oz the date 6ocd�orrdcozp600. The Fcunofnou i of
the Bonds called for zcJcnop600 at the option of the ]snoez prior to their stated maturity o6xK be
selected 6y the Issuer. The Bonds or portions thereof redeemed within 2 maturity shall be selected by
lot oz other method bvthe Paying Agent/R strocpm/ided,66utd ' uuyperiod io which ownership
of the Bonds is determUicd only by a book entryat a securities depository for the Bonds, if fewer than
all of the Bonds of the ouruc ooutuzcy and bearing the uuuoe iutczcxt -rate are to be zc6cnnueJ, d6c
puz6cn1uzDouJnnEsuc6 maturity voJbearing such lu/rccot rate shall 6oselcctc6iu accordance with the
uouogccoeu/n 6euvacu the Issuer and the securities depository.
A-2
AT LEAST 30 days prior to the date fixed for any such redemption a written notice of such
redemption shall be given to the registered owner of each Bond or a portion thereof being called for
redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to
each such registered owner at his address shown on the Registration Books of the Paying
Agent /Registrar. Any notice so mailed shall be conclusively presumed to have been duly given
notwithstanding whether one or more registered owners may have failed to have received such notice.
By the date fixed for any such redemption due provision shall be made by the Issuer with the Paying
Agent /Registrar for the payment of the required redemption price for this Bond or the portion hereof
which is to be so redeemed, plus accrued interest thereon to the date feed 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 m any integral multiple of $5,000, at the written request of the
registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be
issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer,
all as provided in the Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this
Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or
assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully
registered bonds, without interest coupons, payable to the appropriate registered owner, assignee, or
assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to
the Paying Agent /Registrar at its Designated Payment Office for cancellation, all in accordance with the
form and procedures set forth in the Ordinance. Among other requirements for such assignment and
transfer, this Bond must be presented and surrendered to the Paying Agent /Registrar, together with
proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent /Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral
multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion
or portions hereof is or are to be transferred and registered. The form of Assignment printed or
endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but
such method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent /Registrar may be used to evidence the assignment of tlus 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
A -3
Paying Agent /Registrar will be paid by the Issuer. In any circumstance, any taxes or governmental
charges required to be paid with respect thereto shall be paid by the one requesting such assignment,
transfer, or exchange as a condition precedent to the exercise of such privilege. In any circumstance,
neither the Issuer nor the Paying Agent /Registrar shall be required (1) to make any transfer or exchange
during a period beginning at the opening of business 30 days before the day of the first mailing of a
notice of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to
transfer or exchange any Bonds so selected for redemption when such redemption is scheduled to occur
within 30 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this
Bond shall be modified to require the appropriate person or entity to meet the requirernents of the
securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVEN T any Paying Agent /Registrar for the Bonds is changed by the Issuer, resigns,
or other,�vise ceases to act as such, the Issuer has covenanted uI the Ordinance that it promptly will
appoint a competent and Legally qualified substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of
which it is a part, is duly authorized by law; that the bonds issued for the permanent improvements
heretofore described were approved by a vote of the resident, qualified electors of the City of .Fort
Worth, Texas, voting at elections held for that purpose Within said City on February 7, 2004 and May
10, 2008; that all acts, conditions and things required to be done precedent to and in the issuance of tltis
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 WI IEREOF, Ll-us Bond has been signed with the manual or facsimile signature of
the Mayor, -attested with the trianual or facsimile signature of the City Secretary, and approved as to
form and legahtywith the manual or facsimile signature of the City Attorney, and the official. seal of the
Issuer has been duly affixed to, or impressed, or placed in facsimile, on this Bond.
ATTEST:
City Secretary, City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
City Attorney, City of Fort Worth, Texas
A-5
CITY OF FORT WORTH, TEXAS
'N'layor, City of Fort Worth, Texas
(SEAL)
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICAJ-E
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, D/B/A BANK OFTEXXAS, N.A.,
Paying Agent/Registrar
By.
Authorized Representative
A-6
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 ryr)ewrite name and address, including
rip code of Transferee)
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the
books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
A -7
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.
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
A-8
Exhibit
DESCRIPTION OBAN-N0AL FINANCIAL INFORMATION
The folowing information is referred to in Section J 3 of duis Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City uz6c provided annually io
accordance with such Section are us specified below:
The City has ug7crd to update annually Guuocin|ioFortoouionuoJ operating data with respect ro
the City of the general type iuc|odc6 in the official. ototcuzcur for the Bonds as set forth in cu6|cs 1
through 6,iuc|nxivc, and Q through 15, inclusive, contained ioouch official ocutecucot, and /\ppcodi�\8
to such official statennent, "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 6y reference, and iu Section 13of this Ordinance the City has agreed coannually
update such financial information and operating data Ln accordance with Rule 15c2-12, promulgated by
d6eU/uted S/utca Securities and Exchange Couuzuunion.
Accounting Principles
The accounting principles n,6roeJ to in Section 13 of this (},Jixuocr are the accounting
principles described in the notes to the annual financial report referred to above.
mm
THE STATE OF TEXAS
COUNTIES OF TAR.RANT, DENTON, WISE AND PARKER
CITY OF FORT WORTH
1, Mary 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 July 24, 2012, and the Ordinance
Authorizing the Issuance of General Purpose Refuncling and Improvement Bonds, Series 2012, 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 24th day of July, 2012.
Cary Secretary
City of Fort Wurth, Texas
(SE . vp