HomeMy WebLinkAboutOrdinance 24201-05-2020 a
ORDINANCE-0-X05-2020
AMENDED AND RESTATED
ORDINANCE AUTHORIZING ISSUANCE OF TAX NOTES OF THE CITY
OF FORT WORTH, TEXAS IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $28,800,000;
APPROVING THE SALE OF THE NOTES; ESTABLISHING PARAMETERS WITH
RESPECT TO THE SALE OF THE NOTES; DELEGATING TO DESIGNATED CITY
OFFICIALS THE AUTHORITY TO EFFECT THE SALE OF THE NOTES; ENACTING
OTHER PROVISIONS RELATING TO THE SUBJECT; AND DECLARING AN
IMMEDIATE EFFECTIVE DATE
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
WHEREAS,the Issuer(such term and other capitalized terms used in this Ordinance being as
defined in Exhibit A attached hereto), is a home-rule municipality having a total population of at
least 80,000 according to the last preceding federal census, and was organized, created and
established pursuant to the Constitution and laws of the State of Texas; and
WHEREAS, the City Council is authorized pursuant to Chapter 1431 to issue notes for
specified purposes, including, without limitation, to pay a contractual obligation incurred or to be
incurred for the construction of a public work and the purchase of materials, supplies, equipment,
machinery, buildings, lands, and rights-of-way for an issuer's authorized needs and purposes; and
WHEREAS, the City Council deems it in the best interest of the Issuer to issue the Notes,
pursuant to Chapter 1431,for the purposes hereinafter stated,and to secure the payment of the Notes
from a pledge of the ad valorem taxes assessed and collected by the City; 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 Notes, subject to the parameters described in this Ordinance; and
WHEREAS,an ordinance authorizing the sale of Notes was adopted by the City Council on
April 7, 2020; and
WHEREAS,it has been determined that it is desirable for additional items to be funded with
proceeds of the Notes; and
WHEREAS,this Ordinance expands the list of projects to be eligible to be financed with the
proceeds of the Notes and increases the maximum amount of Notes that may be sold under authority
of this Ordinance, and is intended to supersede the action taken on April 7,2020, except as noted in
the last paragraph of Section 15 of this Ordinance.
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NOW,THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH,TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF NOTES. That pursuant to
authority granted to the City Council by Chapter 1431,the Notes shall be and are hereby authorized
to be issued in an aggregate principal amount not to exceed$28,800,000 for the purpose of PAYING
CONTRACTUAL OBLIGATIONS INCURRED OR TO BE INCURRED FOR THE
CONSTRUCTION OF PUBLIC WORKS AND THE PURCHASE OF MATERIALS, SUPPLIES,
EQUIPMENT, MACHINERY, BUILDINGS, LANDS, AND RIGHTS-OF-WAY, as more fully
described in Schedule I attached to this Ordinance (the "Projects"),and to pay the costs of issuance
of the Notes. The City Council hereby delegates to the Pricing Officer the decision to conduct the
sale of the Notes through either a competitive sale,a negotiated sale conducted as a public offering,
or a negotiated sale conducted as a private placement,in the manner provided in this Ordinance.The
authority delegated to the Pricing Officer to effect the sale of the Notes expires at the close of
business on Thursday, December 31, 2020.
Section 2. DELEGATION OF SALE OF NOTES. (a)That the Notes shall be sold as fully
registered obligations,without interest coupons,numbered consecutively from R-1 upward,payable
to the respective initial registered owners of the Notes, or to the registered assignee or assignees of
the Notes, in integral multiples of$5,000 (an "Authorized Denomination"),maturing not later than
March 1,2027,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 Notes
(the "Bidding Instructions") and the bid form to be submitted by bidders seeking to purchase the
Notes(the "Official Bid Form"),in the case of Notes sold through a competitive sale,or as set forth
in a note purchase agreement(the "Purchase Agreement"), for Notes sold through a negotiated sale.
(b) A Pricing Officer, acting for and on behalf of the City, is hereby authorized to seek
competitive bids for the sale of the Notes 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 Notes. The Bidding Instructions shall contain the
terms and conditions relating to the sale of the Notes,including the date bids for the purchase of the
Notes are to be received,the date of the Notes,any additional designation or title by which the Notes
shall be known,the aggregate principal amount of the Notes to be sold,the price at which the Notes
will be sold,the years in which the Notes 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,and
all other matters relating to the issuance, sale and delivery of the Notes so sold, including, without
limitation,whether the Notes are sold, in whole or in part,as tax-exempt obligations,and the use of
municipal bond insurance for the Notes. A Pricing Officer, acting for and on behalf of the City, is
hereby authorized to receive and accept bids for the sale of the Notes in accordance with the Bidding
Instructions on such date as determined thereby. The Notes 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 Notes must bear a
rating at a level such that the Notes satisfy the requirements of Chapter 1371, Texas Government
Code,to constitute "obligations",as such term is defined therein. One Note in the principal amount
maturing on each maturity date as set forth in the Official Bid Form shall be delivered to the initial
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purchasers thereof, and such purchasers shall have the right to exchange such Notes as provided in
Section 5 hereof without cost. The Notes 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 Notes shall cease to be
such officer before the delivery of the Notes, 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 Notes, the City will acknowledge such disclosure filing in accordance
with the rules of the Texas Ethics Commission. Any finding or determination made by a Pricing
Officer relating to the issuance and sale of the Notes 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 and Authorized
Representative, 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) A Pricing Officer, acting for and on behalf of the City, is hereby authorized to sell all or
any portion of the Notes authorized to be sold by this Ordinance by a negotiated sale conducted as a
public underwriting, and should the Pricing Officer determine to sell Notes by negotiated sale
conducted as a public underwriting, the Pricing Officer may designate the senior managing
underwriter for the Notes so sold by a negotiated sale,and such additional investment banking firms
as deemed appropriate by the Pricing Officer (collectively, the "Underwriters") to assure that the
Notes are sold on the most advantageous terms to the City. Should Notes be sold through a
negotiated sale conducted as a public underwriting, the Pricing Officer, acting for and on behalf of
the City,is authorized to enter into and carry out a Purchase Agreement with the Underwriters for the
Notes, at such price,with and subject to such terms as determined by the Pricing Officer, subject to
the provisions of this Ordinance. One Note in the principal amount maturing on each maturity date
as set forth in the Purchase Agreement shall be delivered to the Underwriters, and the Underwriters
shall have the right to exchange such Notes as provided in Section 5 hereof without cost. The Notes
shall initially be registered in the name designated by the Underwriters as set forth in a Purchase
Agreement. In case any officer whose signature shall appear on the Notes shall cease to be such
officer before the delivery of the Notes, such signature shall nevertheless be valid and sufficient for
all purposes the same as if such officer had remained in office until such delivery. The Purchase
Agreement shall be substantially in the form and substance previously approved by the City in
connection with the authorization of bonds sold by the City, as shall be acceptable to the Pricing
Officer, including, without limitation, to contain such terms and conditions as may be provided in
accordance with subsection(e)of this Section.As a condition to executing the Purchase Agreement,
the Notes must bear a rating at a level such that the Notes satisfy the requirements of Chapter 1371,
Texas Government Code, to constitute "obligations", as such term is defined therein.
(d) The Pricing Officer, acting for and on behalf of the City, is hereby authorized to sell all
or any portion of the Notes authorized to be sold by this Ordinance by a negotiated sale conducted as
a private placement, and should the Pricing Officer determine to sell Notes by negotiated sale
conducted as a private placement,the Pricing Officer may negotiate the sale of Notes with a bank or
other financial institutions(the "Purchaser")as deemed appropriate by the Pricing Officer to assure
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that the Notes are sold on the most advantageous terms to the City. Should Notes be sold through a
negotiated sale conducted as a private placement,the Pricing Officer,acting for and on behalf of the
City, is authorized to enter into and carry out a Purchase Agreement with the Purchaser of the Notes,
at such price, with and subject to such terms as determined by the Pricing Officer, subject to the
provisions of this Ordinance. One Note in the principal amount maturing on each maturity date as
set forth in the Purchase Agreement shall be delivered to the Purchaser,and the Purchaser shall have
the right to exchange such Notes as provided in Section 5 hereof without cost. The Notes shall
initially be registered in the name designated by the Purchaser as set forth in a Purchase Agreement.
In case any officer whose signature shall appear on the Notes shall cease to be such officer before the
delivery of the Notes, such signature shall nevertheless be valid and sufficient for all purposes the
same as if such officer had remained in office until such delivery. The Purchase Agreement shall be
substantially in the form and substance previously approved by the City in connection with the
authorization of bonds sold by the City, as shall be acceptable to the Pricing Officer, including,
without limitation, to contain such terms and conditions as may be provided in accordance with
subsection(e) of this Section. As a condition to executing the Purchase Agreement,the Notes must
bear a rating at a level such that the Notes satisfy the requirements of Chapter 1371, Texas
Government Code, to constitute "obligations", as such term is defined therein.
(e) Should Notes be sold by a negotiated sale, the Pricing Officer is hereby authorized,
appointed, and designated to act on behalf of the City in the selling and delivering the Notes and
carrying out the other procedures specified in this Ordinance, including determining and fixing the
date of the Notes,any additional or different designation or title by which the Notes shall be known,
the aggregate principal amount of the Notes to be sold,the price at which the Notes will be sold,the
years in which the Notes 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 Notes 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 Notes, including, without limitation, whether the
Notes are sold, in whole or in part, as tax-exempt obligations, and the use of municipal bond
insurance for the Notes, all of which shall be specified in the Purchase Agreement. The Pricing
Officer, acting for and on behalf of the City,is authorized to enter into with the Underwriters, in the
case of Notes sold through a negotiated sale conducted as a public underwriting,and the Purchaser,
in the case of Notes sold through a negotiated sale conducted as a private placement,and to carry out
the conditions specified in a Purchase Agreement for the Notes, at such price and subject to such
terms as are set forth therein. A Pricing Officer shall not execute the Purchase Agreement unless
each Underwriter, in the case of a negotiated sale conducted as a public offering,or the Purchaser,in
the case of a negotiated sale conducted as a private placement,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 an Underwriter or the Purchaser,as the case may be,the City will acknowledge such disclosure
filing in accordance with the rules of the Texas Ethics Commission.
(f) 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(the "Official Statement")in connection with the issuance of
the Notes sold either through a competitive sale or a negotiated sale conducted as a public offering,
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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 Notes, in the case of a competitive
sale, or the Underwriters, in the case of a negotiated sale conducted as a public offering, 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 Notes.
Section 3. REDEMPTION. That the Notes are not subject to redemption prior to their
scheduled maturities.
Section 4. INTEREST. That the Notes shall bear interest at the rates per annum set forth in
the Official Bid Form accepted as the best bid, in the case of a competitive sale, or in the Purchase
Agreement, in the case of a negotiated sale. The interest on the Notes shall be payable to the
registered owner of any such Note on the dates and in the manner provided in the FORM OF NOTE
set forth in Exhibit B to this Ordinance. Interest on the Notes shall be calculated on the basis of a
360-day year consisting of twelve 30-day months. The Notes shall not have a net effective interest
rate, calculated in accordance with Chapter 1204, Texas Government Code, in excess of 4.00%.
Section 5. CHARACTERISTICS OF THE NOTES. (a) Registration, Transfer,
Conversion and Exchange; Authentication. That the Issuer shall keep or cause to be kept at the
Designated Trust Office of the Paying Agent/Registrar the Registration Books,and the Issuer hereby
appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records
and make such registrations of transfers and exchanges under such reasonable regulations as the
Issuer and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make
such registrations, transfers and exchanges as herein provided within three calendar days of
presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the
Registration Books the address of the registered owner of each Note. The Issuer shall have the right
to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay
the Paying Agent/Registrar's standard or customary fees and charges for making such registration,
transfer,exchange and delivery of a substitute Note or Notes. Registration of assignments,transfers
and exchanges of Notes shall be made in the manner provided and with the effect stated in the
FORM OF NOTE. Each substitute Note shall bear a letter and/or number to distinguish it from each
other Note.
An authorized representative of the Paying Agent/Registrar shall,before the delivery of any
Note(other than Notes that bear the signature of the Comptroller of Public Accounts of the State of
Texas, as provided in the FORM OF NOTE), date and manually sign said Note, and no such Note
shall be deemed to be issued or outstanding unless such Note is so executed. The Paying
Agent/Registrar promptly shall cancel all paid Notes surrendered for transfer and exchange. No
additional ordinances, orders, or resolutions need be passed or adopted by the Issuer or any other
body or person so as to accomplish the foregoing transfer and exchange of any Note or portion
thereof,and the Paying Agent/Registrar shall provide for the printing,execution,and delivery of the
substitute Notes in the manner prescribed herein. Pursuant to Chapter 1201, and particularly
Subchapter D thereof, the duty of transfer and exchange of Notes as aforesaid is hereby imposed
upon the Paying Agent/Registrar, and, upon the execution of the Notes, the transferred and
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exchanged Notes shall be valid and enforceable in the same manner and with the same effect as the
Notes which initially were issued and delivered pursuant to this Ordinance and approved by the
Attorney General of the State of Texas.
(b) Payment of Notes and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for the payment of the principal of and interest on the
Notes,all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the Issuer and the Paying Agent/Registrar with respect to the Notes, and of all
transfers and exchanges of Notes, and all replacements of Notes, as provided in this Ordinance.
(c) In General. The Notes(i) shall be issued in fully registered form,without interest cou-
pons, with the principal of and interest on such Notes to be payable only to the registered owners
thereof, (ii) may be transferred, assigned, converted, and exchanged for other Notes, (iii) may be
subject to redemption prior to their scheduled maturities,(iv)shall have the characteristics,(v)shall
be signed, sealed, executed and authenticated, (vi) shall be payable as to principal and interest, and
(vii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties
and responsibilities with respect to the Notes, all as provided, and in the manner and to the effect as
required or indicated,in the FORM OF NOTE. On each substitute Note issued in conversion of and
exchange for any Note issued under this Ordinance the Paying Agent/Registrar shall execute the
Paying Agent/Registrar's Authentication Certificate, in the form set forth in the FORM OF NOTE
(the "Authentication Certificate").
(d) Substitute Paying Agent/Registrar. The Issuer covenants with the registered owners of
the Notes that at all times while the Notes are outstanding the Issuer will provide a competent and
legally qualified bank,trust company,financial institution,or other agency to act as and perform the
services of Paying Agent/Registrar for the Notes under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The Issuer reserves the right to,and may,at its option,change the
Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar,to be
effective not later than 15 days prior to the next succeeding Payment Date. In the event that the
entity at any time acting as Paying Agent/Registrar(or its successor by merger,acquisition,or other
method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will
appoint a competent and legally qualified bank,trust company,financial institution,or other agency
to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), along with all other pertinent books and records relating to
the Notes, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any
change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be
sent by the new Paying Agent/Registrar to each registered owner of the Notes,by United States mail,
first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar
shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Reportable Payments.With respect to the Notes,to the extent required by the Code and
the regulations promulgated thereunder, the Paying Agent/Registrar shall report to each registered
owner 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
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payments of the Notes,and(ii)the amount of interest or amount treated as interest on the Notes and
required to be included in the gross income of a registered owner.
Section 6. FORM OF NOTES. That the form of the Notes, including the form of the
Authentication Certificate and the Form of Assignment shall be, respectively, substantially in the
form attached hereto as Exhibit B,with such variations,omissions, or insertions as are appropriate,
permitted or required by this Ordinance.
Section 7. INTEREST AND REDEMPTION FUND; TAX LEVY. That the Interest and
Redemption Fund is hereby created and established solely for the benefit of the Notes, and the
Interest and Redemption Fund shall be established and maintained by the Issuer at an official deposi-
tory bank of the Issuer for so long as the Notes or interest thereon are outstanding and unpaid. The
Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of
the Issuer, and shall be used only for paying the interest on and principal of the Notes. Until ex-
pended for the purposes set forth in Section 1 hereof,the proceeds derived from the sale of the Notes
shall be held as further security for the timely payment of the principal and interest on the Notes. Ad
valorem taxes levied and collected for and on account of the Notes shall be deposited,as collected,to
the credit of the Interest and Redemption Fund. During each year while any Note is outstanding and
unpaid,the City Council shall compute and ascertain a rate and amount of ad valorem tax which will
be sufficient to raise and produce the money required to pay the interest on the Notes as such interest
comes due, and to provide and maintain a sinking fund of at least two percent(2%)thereof, in any
event in an amount adequate to pay the principal of such Notes as such principal matures; and said
tax shall be based on the latest approved tax rolls of the Issuer, with full allowance being made for
tax delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is hereby
levied by the City Council, and is hereby ordered to be levied, against all taxable property in the
Issuer for each year while any Note is outstanding and unpaid; and said tax shall be assessed and
collected each such year and deposited to the credit of the Interest and Redemption Fund. Ad
valorem taxes sufficient to provide for the payment of the interest on and principal of the Notes as
such interest comes due and such principal matures,are hereby pledged from the ad valorem taxes of
the Issuer for such payment,within the limit prescribed by law. If sufficient ad valorem taxes have
not been levied and collected for the purpose of making debt service payments on Notes when due,
there shall be appropriated from the City's general fund moneys sufficient to enable the City to make
such debt service payments on a Payment Date including specifically the payment of debt service on
the Notes on the first Payment Date therefor. Notwithstanding the foregoing,if the City deposits or
budgets to be deposited in the Interest and Redemption Fund any other revenues, income or
resources in advance of the time when ad valorem taxes are scheduled to be levied for any year,then
the amount of taxes which otherwise would have been required to be levied may be reduced to the
extent and by the amount then on deposit or budgeted to be deposited in the Interest and Redemption
Fund.
Section 8. CHAPTER 1208, GOVERNMENT CODE, APPLIES TO THE NOTES.
That Chapter 1208 applies to the issuance of the Notes and the pledge of the taxes granted by the
Issuer under Section 7 of this Ordinance,and such pledge is therefore valid,effective,and perfected.
If Texas law is amended at any time while the Notes are outstanding and unpaid such that the pledge
of the taxes granted by the Issuer under Section 7 of this Ordinance is to be subject to the filing
requirements of Chapter 9, then in order to preserve to the registered owners of the Notes the
perfection of the security interest in said pledge, the Issuer agrees to take such measures as it
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determines are reasonable and necessary under Texas law to comply with the applicable provisions
of Chapter 9 and enable a filing to perfect the security interest in said pledge to occur.
Section 9. REMEDIES OF REGISTERED OWNERS. That in addition to all rights and
remedies of any registered owners of the Notes provided by the laws of the State of Texas,the Issuer
covenants and agrees that in the event the Issuer defaults in the payment of the principal of or interest
on the Notes when due, the registered owners of the Notes shall be entitled to a writ of mandamus
issued by a court of proper jurisdiction compelling and requiring the City Council and other officers
of the Issuer to observe and perform any covenant, obligation or condition prescribed in this
Ordinance. No delay or omission by any registered owner to exercise any right or power accruing to
him upon default shall impair any such right or power, or shall be construed to be a waiver of any
such default or acquiescence therein, and every such right or power may be exercised from time to
time and as often as may be deemed expedient. The specific remedies mentioned in this Ordinance
shall be available to the registered owners of the Notes and shall be cumulative of all other existing
remedies.By accepting the delivery of a Note authorized under this Ordinance,the registered owner
thereof agrees that the certifications required to effect any covenants or representations contained in
this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or
charge against the officers, employees or members of the City or the City Council. None of the
members of the City Council, nor any other official or officer, agent, or employee of the City, shall
be charged personally by the registered owners with any liability,or be held personally liable to the
registered owners of the Notes under any term or provision of this Ordinance, or because of any
default or alleged default under this Ordinance.
Section 10. TRANSFERS TO PAYING AGENT. That the Issuer further covenants that on
or before each Payment Date, there shall be transferred to the Paying Agent/Registrar an amount
sufficient to pay the principal and interest requirements due on the Notes as they become due and
payable.
Section 11. USE OF NOTE PROCEEDS. That the proceeds of the issuance of the Notes
shall be deposited in the manner directed in writing by the Chief Financial Officer/Director of
Financial Management Services and used to pay contractual obligations incurred or to be incurred in
connection with and the purchase of materials,supplies,equipment,machinery,buildings,lands,and
rights-of-way for the Projects. The foregoing notwithstanding, proceeds representing accrued
interest, if any, on the Notes shall be deposited to the credit of the Interest and Redemption Fund,
and proceeds, if any, representing premium paid as part of the purchase price for the Notes may be
used for any purpose authorized by Section 1201.042(d), Texas Government Code.
Section 12. INVESTMENTS. (a) That the City may place proceeds of the Notes(including
investment earnings thereon) in time deposits, or invest or direct the investment of the same, as
authorized by law, including, without limitation, the Public Funds Investment Act of 1987, as
amended (Chapter 2256, Texas Government Code), and the City's investment policy; provided,
however,that the Issuer hereby covenants that the proceeds of the sale of the Notes will be expended
as soon as practicable for the purposes for which the Notes are issued.
(b) Amounts received from the investment of the proceeds of the Notes remaining after the
payment of all project costs, to the extent not required to be deposited to a separate rebate fund as
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required by section 148 of the Code and Section 15 of this Ordinance, shall be placed into the
Interest and Redemption Fund and used for the payment of debt service on the Notes.
Section 13. SECURITY FOR FUNDS. That all deposits authorized or required by this
Ordinance shall be secured to the fullest extent required by law for the security of public funds.
Section 14. DUTIES OF OFFICERS OF THE ISSUER. (a) That the Mayor, the City
Secretary, and each Authorized Representative is hereby instructed and directed to do any and all
things necessary in reference to the maintenance of the Issuer and to make money available for the
payment of the Notes in the manner provided by law.
(b) The City Secretary is authorized to execute the certificate to which this Ordinance is
attached on behalf of the City. The Mayor, any Authorized Representative, the City Secretary and
any Assistant City Secretary are authorized to do any and all things proper and necessary to carry out
the intent of this Ordinance.
(c) The City Manager is hereby authorized to have control of the Notes and all necessary
records and proceedings pertaining to the Notes pending their delivery to the Purchaser. The City
Manager or the designee thereof is directed to submit for investigation,examination and approval by
the Attorney General of the State of Texas the Notes and the proceedings authorizing their issuance,
and to request the registration of the Notes and the proceedings authorizing their issuance by the
Comptroller of Public Accounts of the State of Texas. The City Council hereby authorizes the
payment of the fee of the Office of the Attorney General of the State of Texas for the examination of
the proceedings relating to the issuance of the Notes, in the amount determined in accordance with
the provisions of Section 1202.004, Texas Government Code.
Section 15. FEDERAL TAX COVENANTS. That the Issuer covenants to comply with the
provisions of the Code applicable to the issuance of tax-exempt obligations such as the Notes. The
Issuer's covenant to comply with the Code shall include, without limitation, compliance with those
provisions of the Code regarding the timing of expenditure of proceeds of the Notes,the restriction
on investment yields, the filing of information returns with the Internal Revenue Service, and, if
required by the Code,the rebate of excess arbitrage earnings to the United States. Further,the Issuer
certifies that based upon all facts and estimates now known or reasonably expected to be in existence
on the date the Notes are delivered and paid for,the Issuer expects that the proceeds of the Notes will
not be used in a manner that would cause the Notes or any portion of the Notes to be an "arbitrage
bond" within the meaning of section 148 of the Code, and the regulations prescribed thereunder.
Furthermore,the Mayor and each Authorized Representative is authorized and directed to provide
certifications of facts and estimates that are material to the reasonable expectations of the Issuer as of
the date the Notes are delivered and paid for. In particular, the Mayor and each Authorized
Representative is authorized to certify for the Issuer the facts and circumstances and reasonable
expectations of the Issuer on the date the Notes are delivered and paid for regarding the amount and
use of the proceeds of the Notes. Moreover,the Issuer covenants to make such use of the proceeds
of the Notes, regulate investments of proceeds of the Notes,take such other and further actions and
follow such procedures,including, without limitation the method of calculating yield on the Notes,
as may be required so that the interest on the Notes shall continue to be excluded from gross income
for federal income tax purposes under the Code. The Issuer further covenants that the proceeds of
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the Notes will not be used directly or indirectly so as to cause all or any part of the Notes to become a
"private activity bond" within the meaning of section 141(a) of the Code. In complying with the
provisions of this Section,the Issuer shall be entitled to rely upon an opinion of Bond Counsel.
In furtherance thereof,the Issuer covenants as follows:
(a) to take any action to assure that no more than ten percent of the proceeds of
the Notes(less amounts deposited to a reserve fund,if any)are used for any"private business
use",as defined in section 141(b)(6)of the Code or,if more than ten percent of the proceeds
are so used,that amounts,whether or not received by the Issuer,with respect to such private
business use, do not, under the terms of this Ordinance or any underlying arrangement,
directly or indirectly, secure or provide for the payment of more than ten percent of the debt
service on the Notes, in contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds five percent of the proceeds of the Notes (less
amounts deposited into a reserve fund, if any),then the amount in excess of five percent is
used for a "private business use" which is "related" and not "disproportionate", within the
meaning of section 141(b)(3) of the Code,to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent of the proceeds of the Notes (less amounts deposited into a
reserve fund,if any),is directly or indirectly used to finance loans to persons,other than state
or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Notes
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Notes being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Notes, directly or
indirectly,to acquire or to replace funds which were used, directly or indirectly,to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Notes, other than investment property acquired
with--
(1) proceeds of the Notes invested for a reasonable temporary period until
such proceeds are needed for the purpose for which the Notes are issued,
(2) amounts invested in a bona fide debt service fund,within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed ten percent of the proceeds of the
Notes;
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(g) to otherwise restrict the use of the proceeds of the Notes or amounts treated as
proceeds of the Notes, as may be necessary, so that the Notes do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage);
(h) to refrain from using the proceeds of the Notes or the proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Notes 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 Notes) an amount that is at least equal to 90
percent of the "Excess Earnings" (within the meaning of section 148(f) of the Code) and to
pay to the United States of America,not later than 60 days after the Notes have been paid in
full, 100 percent of the amount then required to be paid as a result of Excess Earnings under
section 148(f) of the Code.
The Issuer understands that the term"proceeds"includes"disposition proceeds"as defined in
the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and
proceeds of the refunded bonds expended prior to the date of the issuance of the Notes. It is the
understanding of the Issuer that the covenants contained herein are intended to assure compliance
with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury
pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify,or
expand provisions of the Code,as applicable to the Notes,the Issuer will not be required to comply
with any covenant contained herein to the extent that compliance would conflict with or contradict
such modification or expansion and that compliance with such modification or expansion, in the
opinion of Bond Counsel, will not adversely affect the exemption from federal income taxation of
interest on the Notes under section 103 of the Code. In the event that regulations or rulings are
hereafter promulgated which impose additional requirements which are applicable to the Notes,the
Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of
Bond Counsel,to preserve the exemption from federal income taxation of interest on the Notes under
section 103 of the Code. 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 Notes.
In order to facilitate compliance with the above clause(i),an account maintained by the City
designated as the "Rebate Fund" may be established by the City for the sole benefit of the United
States of America, and such Rebate Fund shall not be subject to the claim of any other person,
including without limitation the registered owners of the Notes. The Rebate Fund would be
established for the additional purpose of compliance with section 148 of the Code.
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The City finds, considers, and declares that the reimbursement of expenditures for the
purposes described Section 1 of this Ordinance incurred within 60 days of April 7, 2020 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.
Section 16. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR
ELIGIBLE PROJECTS. That the City covenants to account for on its books and records the
expenditure of proceeds from the sale of the Notes and any investment earnings thereon to be used
for the acquisition of the Projects by allocating proceeds to expenditures within 18 months of the
later of the date that (a) the expenditure on the Projects is made or(b) each item of each Project is
acquired. The foregoing notwithstanding, the City shall not expend such proceeds or investment
earnings more than 60 days after the later of(a) the fifth anniversary of the date of delivery of the
Notes or (b) the date the Notes are retired, unless the City obtains an opinion of Bond Counsel
substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the
Notes. For purposes of this Section,the City shall not be obligated to comply with this covenant if it
obtains an opinion of Bond Counsel to the effect that such failure to comply will not adversely affect
the excludability for federal income tax purposes from gross income of the interest.
Section 17. DISPOSITION OF ELIGIBLE PROJECTS.That the City covenants that any
item of the Projects will not be sold or otherwise disposed in a transaction resulting in the receipt by
the City of cash or other compensation, unless the City obtains an opinion of Bond Counsel
substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt
status of the Notes. For purposes of this Section, the portion of the property comprising personal
property and disposed of in the ordinary course of business shall not be treated as a transaction
resulting in the receipt of cash or other compensation. For purposes of this Section, the City shall
not be obligated to comply with this covenant if it obtains an opinion of Bond Counsel to the effect
that such failure to comply will not adversely affect the excludability for federal income tax purposes
from gross income of the interest.
Section 18. WRITTEN PROCEDURES. That until superseded by another action of the
City, the written procedures to ensure compliance with the covenants contained herein regarding
private business use,remedial actions, arbitrage and rebate approved by the City on September 11,
2018, apply to the issuance of the Notes, and are incorporated by reference into this Ordinance.
Section 19. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. (i)
That the City shall provide annually to the MSRB (1)within six months after the end of each fiscal
year ending in or after 2020,financial information and operating data with respect to the City of the
general type described in Exhibit C 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
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statements so to be provided shall be (1) prepared in accordance with the accounting principles
described in Exhibit C 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 2020. 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 C 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.
(b) Disclosure Event Notices. The City shall notify the MSRB of any of the following
events with respect to the Notes, in a timely manner not in excess of ten 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 Notes,or other material events affecting the tax status of
the Notes;
7. Modifications to rights of holders of the Notes, if material;
8. Note calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Notes, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City,other than in
the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating
to any such actions, other than pursuant to its terms, if material;
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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 (a).
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the City in a
proceeding under the U.S.Bankruptcy Code or in any other proceeding under state or federal law in
which a court or governmental authority has assumed jurisdiction over substantially all of the assets
or business of the City,or if jurisdiction has been assumed by leaving the City Council and 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.
(c) 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 Notes 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 Notes no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Notes, 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
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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 Notes at any
future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY NOTE 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 may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements,a change in law,or a change
in the identity,nature, status, or type of operations of the City,but only if(1)the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Notes in the
primary offering of the Notes 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 Notes
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 Notes. 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(a)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
Notes in the primary offering of the Notes.
(d) Private Placement of Notes. Notwithstanding anything to the contrary in this Section,
in the event that the Notes are sold in a negotiated sale conducted as a private placement, the City
shall not be required to make the foregoing undertaking pursuant to the Rule and the Pricing Officer
is authorized in the alternative to agree to such disclosure as may be provided in the Purchase
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Agreement with the Purchaser.
Section 20. DEFEASANCE. (a)Deemed Paid. That the principal of and/or interest on any
Note shall be deemed to be paid, retired and no longer outstanding within the meaning of this
Ordinance, except to the extent provided by subsection (d) of this Section, when payment of the
principal of such Note,plus interest thereon to the due date thereof (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 by irrevocably depositing with,or making
available to,a paying agent(or escrow agent)therefor,in trust and irrevocably set aside exclusively
for such payment,(1)money sufficient to make such payment,(2)Defeasance Obligations,certified
by an independent public accounting firm of national reputation, to mature as to principal and
interest in such amounts and at such times as will insure the availability, without reinvestment, of
sufficient money to make such payment, or (3) any combination of(1) and (2) above, and when
proper arrangements have been made by the City with each such paying agent for the payment of its
services until after all of the Notes so defeased shall have become due and payable. At such time as
a Note shall be deemed to be paid hereunder,as aforesaid,it shall no longer be secured by or entitled
to the benefit of this Ordinance or a lien on and pledge of the security granted in support of the
payment of the Notes, and shall be entitled to payment solely from such money or Defeasance
Obligations,and shall not be regarded as outstanding for any purposes other than payment,transfer,
and exchange.
(b)Investments. Any escrow agreement or other instrument entered into by the City and a
paying agent pursuant to which the money and/or Defeasance Obligations are being held by such
paying agent for the payment of such Notes may contain provisions permitting the investment or
reinvestment of such moneys in Defeasance Obligations or the substitution of other Defeasance
Obligations upon the satisfaction of the requirements specified in subsection (a)(i) or (ii). All
income from all Defeasance Obligations in the hands of the paying agent pursuant to this Section
which is not required for the payment of the Notes and interest thereon,with respect to which such
money has been so deposited,shall be remitted to the City,or deposited as directed in writing by the
City,and upon receipt of an opinion of Bond Counsel that such transfer is permitted under state law.
(c)Federal Income Tax Consideration. The City covenants that no deposit will be made or
accepted under subsection(a)(ii) of this Section and no use made of any such deposit which would
cause such Notes to be treated as arbitrage bonds within the meaning of section 148 of the Code.
(d) Continuing Duty of Paying Agent/Registrar. Until all Notes defeased under this
Section of this Ordinance shall become due and payable,the Paying Agent/Registrar for such Notes
shall perform the services of Paying Agent/Registrar for such Notes the same as if they had not been
defeased, and the City shall make proper arrangements to provide and pay for such services.
Section 21. DAMAGED,MUTILATED,LOST,STOLEN,OR DESTROYED NOTES.
(a) Replacement Notes. That in the event any outstanding Note is damaged,mutilated,lost,stolen,
or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new
Note of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost,
stolen, or destroyed Note, in replacement for such Note in the manner hereinafter provided.
(b) Application for Replacement Notes. Application for replacement of damaged,
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mutilated, lost, stolen, or destroyed Notes shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Note,the registered owner
applying for a replacement Note shall furnish to the Issuer and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft, or destruction of a Note, the
registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Note, as the case may be. In every case of
damage or mutilation of a Note,the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Note so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section 21,in
the event any such Note shall have matured,and no default has occurred which is then continuing in
the payment of the principal of or interest on such Note,the Issuer may authorize the payment of the
same (without surrender thereof except in the case of a damaged or mutilated Note) instead of
issuing a replacement Note, provided security or indemnity satisfactory to the City and the Paying
Agent/Registrar is furnished.
(d) Charge for Issuing Replacement Notes. Prior to the issuance of any replacement Note,
the Paying Agent/Registrar shall charge the registered owner of such Note with all legal, printing,
and other expenses in connection therewith. Every replacement Note issued pursuant to the
provisions of this Section 21 by virtue of the fact that any Note is lost, stolen, or destroyed shall
constitute a Note of the Issuer whether the lost, stolen, or destroyed Note shall be found at any time,
or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and
proportionately with any and all other Notes duly issued under this Ordinance.
(e) Authority for Issuing Replacement Notes. In accordance with Subchapter D of
Chapter 1201,this Section 21 of this Ordinance shall constitute authority for the issuance of any such
replacement Note without necessity of further action by the Issuer or any other body or person, and
the duty of the replacement of such Notes is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such replacement
Notes in the form and manner and with the effect, as provided in Section 5(a)of this Ordinance for
Notes issued in conversion and exchange of other Notes.
Section 22. DTC REGISTRATION. That the Notes initially shall be issued and delivered
in such manner that no physical distribution of the Notes will be made to the public, and The
Depository Trust Company ("DTC"),New York,New York, initially will act as depository for the
Notes. 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 Notes initially authorized by this Ordinance shall be
delivered to and registered in the name of CEDE&CO.,the nominee of DTC. So long as each Note
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. It is expected that DTC
will maintain a book-entry system which will identify ownership of the Notes in integral amounts of
$5,000, with transfers of ownership being effected on the records of DTC and its participants
pursuant to rules and regulations established by them, and that the Notes initially deposited with
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DTC shall be immobilized and not be further exchanged for substitute Notes 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 Notes. It shall be the duty of the DTC Participants,
as defined in the Official Statement herein approved,to make all arrangements with DTC to establish
this book-entry system,the beneficial ownership of the Notes,and the method ofpaying the fees and
charges of DTC. The City does not represent nor covenant that the initial book-entry system
established with DTC will be maintained in the future. Notwithstanding the initial establishment of
the foregoing book-entry system with DTC,if for any reason any of the originally delivered Notes is
duly filed with the Paying Agent/Registrar with proper request for transfer and substitution, as
provided for in this Ordinance,substitute Notes 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 Notes. To effect the establishment of the foregoing book-entry system,the City has executed
and filed with DTC the "Blanket DTC Letter of Representations" in the form provided by DTC to
evidence the City's intent to establish said book-entry system. The foregoing notwithstanding,Notes
sold to the Purchaser in a negotiated sale conducted as a private placement shall be registered in
book-entry-only form only to the extent so provided for in the Purchase Agreement with the
Purchaser.
Section 23. EVENTS OF DEFAULT. (a) Events of Default Defined. 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 Notes
when the same becomes due and payable; or
(ii) except as provided in Section 19(d)(iv) of this Ordinance, default in the
performance or observance of any other covenant, agreement or obligation of the City, the
failure to perform which materially, adversely affects the rights of the registered owners of
the Notes, including, but not limited to, their prospect or ability to be repaid in accordance
with this Ordinance,and the continuation thereof for a period of 60 days after notice of such
default is given by any registered owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor,may proceed against the City,or any official,officer or employee
of the City in their official capacity,for the purpose of protecting and enforcing the rights of
the registered owners under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law,in any court of competent jurisdiction,for any reliefpermitted
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
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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 Notes then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies,but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Notes or now or hereafter
existing at law or in equity;provided, however, that notwithstanding any other provision of
this Ordinance,the right to accelerate the debt evidenced by the Notes 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 Note 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 members 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.
Section 24. AMENDMENTS. (a) Amendments Approved by Majority of Noteholders.
That the holders of the Notes aggregating in principal amount a majority of the aggregate principal
amount of then outstanding Notes 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 Notes 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 Notes so as to:
(1) Make any change in the maturity of the outstanding Notes;
(2) Reduce the rate of interest borne by any of the outstanding Notes;
(3) Reduce the amount of the principal payable on the outstanding Notes;
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(4) Modify the terms of payment of principal of or interest on the outstanding Notes or
impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Notes then outstanding; or
(6) Change the minimum percentage of the principal amount of Notes necessary for
consent to such amendment.
(b) Publication of Notice. 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 j ournal 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 Notes. Such publication is not
required, however, if notice in writing is given to each holder of Notes.
(c) Consent to Amendment. 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 Notes 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) Passage of Amendatory Ordinance. 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 Notes shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such amendments.
(e) Consent Irrevocable. That any consent given by the holder of a Note 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 Note 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 Notes as in this Section defined have, prior to the attempted
revocation, consented to and approved the amendment.
20
(f) Determination of Ownership of Notes. For the purposes of this Section, the
ownership and other matters relating to all Notes 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.
(g) Amendments not Requiring Noteholder Consent. The foregoing provisions ofthis
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 Noteholders 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 19(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 Notes; 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 Notes outstanding at the date of the adoption of such modification
shall cease to be outstanding.
Section 25. PROPERTY APPRAISALS. 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(including rights-of-way) with proceeds of the Notes.
Section 26. TAXABLE OBLIGATIONS. That the provisions of Section 15 of this
Ordinance notwithstanding, the Pricing Officer may execute the sale of the Notes in a manner that
the interest on the Notes is included in gross income under the provisions ofthe Code,as provided in
this Ordinance.
Section 27. MISCELLANEOUS PROVISIONS. (a) Preamble. The preamble to this
Ordinance shall be considered an integral part of this Ordinance,and is herein incorporated as part of
the body of this Ordinance for all purposes.
(b) Immediate Effect. This Ordinance shall be effective immediately from and after its
passage in accordance with the provisions of Section 1201.028, Texas Government Code.
21
(c) Open Meeting. It is hereby officially found and determined that the meeting at which
this Ordinance was passed was open to the public, and public notice of the time,place and purpose
of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended.
(d) Rules of Construction. The words"herein", "hereof'and"hereunder"and other words
of similar import refer to this Ordinance as a whole and not to any particular Section or other
subdivision. Except where the context otherwise requires,terms defined in this Ordinance to impart
the singular number shall be considered to include the plural number and vice versa. References to
any named person shall mean that party and its successors and assigns. References to 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 mean such provision as it exists on the date this
Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof.
Any reference to the FORM OF NOTE shall refer to the form attached to this Ordinance as Exhibit
B. 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.
(e) Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in
conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to be
inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters
prescribed herein.
22
Section 28. ORDINANCE SUPERSEDES APRIL 7,2020 ORDINANCE. That except
as noted in the last paragraph of Section 15 of this Ordinance,this Ordinance supersedes the action
taken by the City Council on April 7, 2020, authorizing the sale of Notes, and this Ordinance
controls in the authorization, execution, sale, and delivery of the Notes.
ADOPTED AND EFFECTIVE May 5, 2020.
i
Mayor
City of Wort , exas
ity Secret
City of Fort orth, exas
�•
APPROVED AS TO FORM AND LEGALITY: =
Ci AttorneyXPS
City of Fo orth, Texas
Signature Page—Amended and Restated Series 2020 Tax Note Ordinance
23
SCHEDULEI
DESCRIPTION OF PROJECTS
Description Cost
Fire trucks and related firefighting equipment 11,600,000
Angle Avenue land acquisition 6,550,000
Police Department vehicles and equipment 1,260,000
Vehicles and equipment - other departments 5,092,495
Botanical Gardens project* 4,300,000
*Consisting of renovations to fountains,including,but not limited to,plumbing,filtration,structural
and other supporting infrastructure;demolition of,renovations and repairs to existing greenhouses;
construction of drainage improvements; site work and improvements; upgrades to technology
infrastructure; demolition and replacement of bridges on site; renovation and rehabilitation of the
existing Moncrief Garden Center;and demolition of Hill Arbor and design and construction of new
facility.
Balance of any unspent proceeds to pay costs of issuance
Schedule I
EXHIBIT A
"Authentication Certificate" shall mean the certificate so designated in Section 5(c) of this
Ordinance.
"Authorized Denomination" shall have the meaning given said term in Section 2(a) of this
Ordinance.
"Authorized Representative" shall mean one or more of the following officers or employees
of the City,acting in concert or individually,to-wit:the City Manager, any Assistant City Manager,
the Chief Financial Officer/Director of Financial Management Services of the City, or such other
officer or employee of the City designated in writing by the City Council to act as an Authorized
Representative.
"Bond Counsel" shall mean McCall,Parkhurst& Horton L.L.P. and Kelly Hart&Hallman
LLP,or such other attorney or firm of attorneys who are nationally recognized as having expertise in
the practice of tax-exempt municipal finance law as approved by the City.
"Business Day" means a day other than a Saturday, Sunday, a legal holiday, or a day on
which banking institutions are authorized by law or executive order to close in the City or the city
where the Designated Trust Office of the Paying Agent/Registrar is located.
"Chapter 9" shall mean Chapter 9, Texas Business & Commerce Code.
"Chapter 1201" shall mean Chapter 1201, Texas Government Code.
"Chapter 1208" shall mean Chapter 1208, Texas Government Code.
"Chapter 1431" shall mean Chapter 1431, Texas Government Code.
"City" or "Issuer" shall mean the City of Fort Worth, Texas.
"City Council" shall mean the City Council of the Issuer, its governing body.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Defeasance Obligations" shall mean(i)direct,noncallable obligations of the United States
of America, including obligations that are unconditionally guaranteed by the United States of
America 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 the City adopts or approves proceedings authorizing the issuance
of refunding bonds or,if such defeasance is not in connection with the issuance of refunding bonds,
on the date the City provides for the funding of an escrow to effect the defeasance of the Notes, are
rated as to investment quality by a nationally recognized investment rating firm not less than AAA or
its equivalent.
A-1
"Designated Trust Office" shall mean, on the date the Notes are delivered to the Purchaser,
the Dallas, Texas corporate trust office of BOKF, NA.
"DTC" shall have the meaning given said term in Section 22 of this Ordinance.
"Fiscal Year" shall mean the twelve-month period ending September 30,or any consecutive
twelve-month period declared by the City to be its fiscal year.
"Interest and Redemption Fund" shall mean the"City of Fort Worth,Texas Tax Notes,Series
2020 Interest and Redemption Fund" established by this Ordinance.
"MSRB" shall mean the Municipal Securities Rulemaking Board.
"Notes" shall mean the "City of Fort Worth, Texas, Tax Notes, Series 2020", issued in
accordance with this Ordinance, the Bidding Instructions and the Official Bid Form, in the case of
Notes sold in a competitive sale,or the Purchase Agreement,in the case of Notes sold in a negotiated
sale. The term "Notes" shall mean and include the Notes initially issued and delivered pursuant to
this Ordinance and all substitute Notes exchanged therefor, as well as all other substitute Notes and
replacement Notes issued pursuant to this Ordinance, and the term "Note" shall mean any of the
Notes.
"Ordinance" shall mean this ordinance authorizing the issuance of the Notes.
"Paying Agent/Registrar" shall mean BOKF,NA,or its successor as designated in accordance
with Section 5 of this Ordinance.
"Payment Date" shall mean each date interest or principal on the Notes shall be due and
payable.
"Pricing Officer" shall have the meaning given said term in the preamble to this Ordinance.
"Projects" shall have the meaning given said term in Section 1 of this Ordinance.
"Purchase Agreement" shall have the meaning given said term in Section 2(a) of this
Ordinance.
"Purchaser" shall have the meaning given said term in Section 2(d) of this Ordinance.
"Registration Books" shall mean the books or records for the registration of the transfer and
exchange of the Notes.
"Rule" shall mean SEC Rule 15c2-12, as amended from time to time.
"SEC" shall mean the United States Securities and Exchange Commission.
"State" shall mean the State of Texas.
A-2
"Treasury Regulations" shall mean all applicable temporary,proposed and final regulations
and procedures promulgated under the Code or promulgated under the Internal Revenue Code of
1954, to the extent applicable to the Code.
"Underwriters" shall have the meaning given said term in Section 2(c) of this Ordinance.
A-3
EXHIBIT B
FORM OF NOTE
NO. R- PRINCIPAL
AMOUNT
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF FORT WORTH, TEXAS
TAX NOTE, SERIES 2020
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP NO.
2020
Registered Owner:
Principal Amount: Dollars
ON THE MATURITY DATE specified above,the CITY OF FORT WORTH,TEXAS (the
"Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to the
Registered Owner set forth above, or registered assigns (either being hereinafter called the
"registered owner")the principal amount set forth above and interest thereon from the Delivery Date
of this Note as set forth above, with such interest being payable on March 1, 2021 and on each
September 1 and March 1 thereafter to the maturity date specified above, at the interest rate per
annum specified above; except that if the Paying Agent/Registrar's Authentication Certificate
appearing on the face of this Note is dated later than March 1,2021,such interest is payable on each
September 1 and March 1 following such date. Interest on this Note shall be calculated on the basis
of a 360-day year consisting of twelve 30-day months.
THE PRINCIPAL OF AND INTEREST ON this Note are payable in lawful money of the
United States of America,without exchange or collection charges. The principal of this Note shall
be paid to the registered owner hereof upon presentation and surrender of this Note at maturity at the
designated corporate trust office in Dallas, Texas (the "Designated Trust Office") of BOKF, NA,
which is the "Paying Agent/Registrar" for this Note. The payment of interest on this Note shall be
made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by
check or draft,dated as of such interest payment date,drawn by the Paying Agent/Registrar on,and
payable solely from, funds of the Issuer required by the Ordinance authorizing the issuance of this
Note(the"Ordinance")to be on deposit with the Paying Agent/Registrar for such purpose as herein-
after provided;and such check or draft shall be sent by the Paying Agent/Registrar by United States
mail,first-class postage prepaid,on each such interest payment date,to the registered owner hereof,
at its address as it appeared on the fifteenth day of the month next preceding each such date (the
"Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. Any accrued interest due at maturity of this Note shall be paid to the registered owner
upon presentation and surrender of this Note for payment at the Designated Trust Office of the
Paying Agent/Registrar.
B-1
IN THE EVENT of a non-payment of interest on a scheduled payment date,and for 30 days
thereafter,a new record date for such interest payment(a"Special Record Date")will be established
by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received
from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past
due interest("Special Payment Date",which shall be 15 days after the Special Record Date)shall be
sent at least five business days prior to the Special Record Date by United States mail, first class
postage prepaid,to the address of each registered owner appearing on the registration books of the
Paying Agent/Registrar at the close of business on the last business day next preceding the date of
mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Note shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the City or the city where the
Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or executive
order to close,then the date for such payment shall be the next succeeding day which is not such a
Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and
payment on such date shall have the same force and effect as if made on the original date payment
was due. Notwithstanding the foregoing, during any period in which ownership of the Notes is
determined only by a book entry at a securities depository for the Notes, 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 Note that on or before the
principal and interest payment date for this Note it will make available to the Paying
Agent/Registrar, from the "Interest and Redemption Fund" created by the Ordinance,the amounts
required to provide for the payment, in immediately available funds, of all principal of and interest
on the Notes, when due.
THIS NOTE is one of the series of notes authorized by the Ordinance to be issued in the
aggregate principal amount of$ . This Note, and the series of which it is a part, is
authorized pursuant to Chapter 1431, Texas Government Code ("Chapter 1431"), is dated June 1,
2020,and is issued for the purpose of PAYING CONTRACTUAL OBLIGATIONS INCURRED OR
TO BE INCURRED FOR THE CONSTRUCTION OF PUBLIC WORKS AND THE PURCHASE
OF MATERIALS, SUPPLIES, EQUIPMENT, MACHINERY, BUILDINGS, LANDS, AND
RIGHTS-OF-WAY, as more fully described in the Ordinance, and to pay costs of issuance. This
Note and the series of which it is a part are issued pursuant to the Ordinance passed and adopted by
the City Council of the Issuer and duly recorded in the minutes of said City Council,as authorized by
the Constitution and laws of the State of Texas, including Chapter 1431.
THIS NOTE is not subject to redemption at the option of the Issuer prior to its scheduled
maturity.
ALL NOTES OF THIS SERIES are issuable solely as fully registered Notes,without interest
coupons,in the denomination of any Authorized Denomination. As provided in the Ordinance,this
Note may, at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, converted into and exchanged for a like aggregate principal amount of fully registered
Notes,without interest coupons,payable to the appropriate registered owner,assignee or assignees,
as the case may be, having the same denomination or denominations in any Authorized
B-2
Denomination as requested in writing by the appropriate registered owner,assignee or assignees,as
the case may be, upon surrender of this Note to the Paying Agent/Registrar for cancellation, all in
accordance with the form and procedures set forth in the Ordinance. Among other requirements for
such assignment and transfer, this Note must be presented and surrendered to the Paying
Agent/Registrar,together with the proper instruments of assignment,in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Note or any
portion or portions hereof in any Authorized Denomination to the assignee or assignees in whose
name or names this Note or any such portion or portions hereof is or are to be registered. The Form
of Assignment printed or endorsed on this Note may be executed by the registered owner to evidence
the assignment hereof, but such method is not exclusive, and other instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Note or
any portion or portions hereof from time to time by the registered owner. In the case of the assign-
ment, transfer, conversion or exchange of a Note or Notes or any portion or portions thereof, the
reasonable standard or customary fees and charges of the Paying Agent/Registrar will be paid by the
Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect
thereto shall be paid by the one requesting such assignment,transfer, conversion or exchange, as a
condition precedent to the exercise of such privilege.
WHENEVER the beneficial ownership of this Note is determined by a book entry at a
securities depository for the Notes, the foregoing requirements of providing notice, holding,
delivering, or transferring this Note 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 Notes is changed by the Issuer,resigns,
or otherwise ceases to act as such,the Issuer has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be
mailed to the registered owners of the Notes.
IT IS HEREBY CERTIFIED AND REPRESENTED that this Note has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed,exist and be done precedent to or in the authorization,issuance and delivery of this Note
have been performed, existed and been done in accordance with law; that this Note constitutes an
obligation of said Issuer; and that annual ad valorem taxes sufficient to provide for the payment of
the interest on and principal of this Note, as such interest comes due and such principal matures,
have been and will be levied and ordered to be levied against all taxable property in said Issuer,and
have been pledged from the Issuer's annual ad valorem tax for such payment,within the limits pres-
cribed by law. Reference is made to the Ordinance for a more complete description of the Issuer's
obligation to provide for the payment of the principal of and interest on the Notes. By acceptance of
this Note,the registered owner expressly assents to all provisions of the Ordinance.
B-3
IN WITNESS WHEREOF,the Issuer has caused this Note to be signed with the manual or
facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile
signature of the City Secretary, and approved as to form and legality by the manual or facsimile
signature of the City Attorney, and has caused the official seal of the Issuer to be duly impressed,or
placed in facsimile, on this Note.
City Secretary Mayor
City of Fort Worth, Texas City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney
City of Fort Worth, Texas
(SEAL)
B-4
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code of Transferee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
,attorney,to register the transfer of the within Note
on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s)must be guaranteed by NOTICE: The signature above must
a member firm of the New York Stock correspond with the name of the registered
Exchange or a commercial bank or trust owner as it appears upon the front of this Note
company. in every particular, without alteration or
enlargement or any change whatsoever.
B-5
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Note has been issued under the provisions of the Ordinance
described in the text of this Note;that this Note has been duly authenticated; and that this Note has
been issued in exchange for or replacement of a note, notes, or a portion of a note or notes of an
issue,the proceedings pursuant to which such issue was authorized were approved by the Attorney
General of the State of Texas.
Dated:
BOKF,NA,
Paying Agent/Registrar
By
Authorized Representative
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE:
(only to accompany the Initial Notes to be delivered at closing)
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I thereby certify that this Note has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas and that this Note has been registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accounts of the
State of Texas
(SEAL)
B-6
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 19 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 Notes 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 19 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 19 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
C-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 5,2020 and
of the ordinance authorizing the issuance of City of Fort Worth, Texas Tax Notes, Series 2020,
which was duly passed at said meeting,and that said copy is a true and correct copy of said excerpt
and the whole of said ordinance. Said meeting was open to the public,and public notice of the time,
place, and purpose of said meeting was given, all as required by Chapter 551, Texas Government
Code, as amended.
In testimony whereof,I have set my hand and have hereunto affixed the seal of said City of
Fort Worth,this day of May, 2020.
City Secretary of the
City of Fort Worth, Texas
(SEAL)
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 5, 2020 and
of the ordinance authorizing the issuance of City of Fort Worth, Texas Tax Notes, Series 2020,
which was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt
and the whole of said ordinance. Said meeting was open to the public,and public notice of the time,
place, and purpose of said meeting was given, all as required by Chapter 551, Texas Government
Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of
Fort Worth, this day of May, 2020.
r
FART City Sec t of
City of Fort rth, Texas
U _
.�'XAS
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON
CITY OF FORT WORTH
On the 5th day of May, 2020, the City Council of the City of Fort Worth, Texas, met in
regular, open, public meeting, and roll was called of the duly constituted members of the City
Council,to-wit:
Betsy Price, Mayor
Carlos Flores,
Brian Byrd
Cary Moon,
Gyna Bivens,
Jungus Jordan, Councilmembers,
Dennis Shingleton,
Kelly Allen Gray,
Ann Zadeh,
David Cooke, City Manager,
Sarah J. Fullenwider, City Attorney,
Mary J. Kayser City Secretary,
and a quorum was confirmed; and after the City Council had transacted certain business, the
following business was transacted,to-wit:
Councilmembe ntroduced an ordinance and moved its passage. The motion
was seconded by Councilmember:: 41 he ordinance was read by the City Secretary. The
motion, carrying with it the passage of the ordinance prevailed by a vote of YEAS�4--"NAYS.
The ordinance as passed is as follows:
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 05/05/20 M&C FILE NUMBER: M&C 20-0266
LOG NAME: 13AMENDED AND RESTATED 2020 TAX NOTES
SUBJECT
Adopt Amended and Restated Ordinance Authorizing Issuance of Tax Notes in an Aggregate Principal Amount Not to Exceed$28,800,000.00,
Approving Sale of the Notes, Establishing Parameters with Respect to Sale of the Notes, Delegating to Designated City Officials Authority to
Effect Sale of the Notes by Competitive Bid or Negotiated Sale, Expressing Official Intent for City to Reimburse Itself for Certain Eligible
Expenditures, 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 amended and restated ordinance authorizing the issuance of 2020 Tax Notes in an aggregate principal amount not to
exceed$28,800,000.00; expressing official intent for the City to reimburse itself for expenditures made for the listed projects within the 60 days
preceding April 7(the date of original authorization of the notes); authorizing execution of all related documents; and approving the sale of the
notes by competitive bid or negotiated sale as determined most advantageous based on current market conditions and subject to meeting certain
parameters, as set forth in the ordinance; providing for levy, assessment and collection of a property tax sufficient to pay the interest on and
principal of the notes if other revenues are not otherwise available and appropriated for those payments; and ordaining related matters; and
2. Adopt the attached amended and restated ordinance, which repeals a prior appropriation ordinance and increases estimated receipts and
appropriations in the 2020 Tax Note Project Fund in the amount of$29,100,000.00, for the purpose of paying(i)contractual obligations incurred or
to be incurred for the construction of identified public works and the purchase of materials, supplies, equipment, machinery, buildings, lands, and
rights-of-way, and(ii)costs of issuance of the notes, with appropriations subject to the sale of tax notes and receipt of proceeds and all identified
amounts being subject to reduction to conform to final figures reflected in the note-closing and with any excess cost of issuance funds remaining
after closing being transferred to the debt service fund.
DISCUSSION:
The purpose of this Mayor and Council Communication(M&C) is to take actions associated with the issuance and sale of Series 2020 Tax Notes
and appropriation of proceeds for the purpose of paying (i)costs related to certain capital projects, and(ii)costs of issuance of the notes.
This M&C follows up 20-0214,which was adopted on April 7, 2020, and serves to increase the maximum principal amount of the tax notes and of
the appropriation in order to address additional needs that were identified too late for inclusion in the original City Council action.
Proceeds from the sale of the tax notes will be used to pay for purchase of fire trucks and related firefighting equipment, land acquisition on Angle
Avenue(City Project No. 101583), purchase of vehicles and equipment for the Police Department and other General Fund departments, and
construction improvements related to the Botanic Gardens and to pay the cost of issuance. Schedule of costs listed below:
Original Revised
Project Description
Amount Amount
E
trucks and related firefighting equipment $11,600,000.00 $11,600,000.00
Botanic Gardens Improvement Project $4,300,000.00 $4,300,000.00
Englevenue Land Acquisition $2,650,000.00 $6,550,000.00
Police Department Vehicles and Equipment $0.00 $1,260,000.00
Vehicles and Equipment—Other Departments $0.00 $5,092,495.00
Original Revised
Project Description
Amount Amount
Total Principal Amount $18,550,000.00 $28,800,000.00**
Cost of Issuance $300,000.00** $300,000.00**
FotalAppropriation Amount $18,850,00.00 $29,100,000.00
**Because it is anticipated that sale of the notes will result in payment of some premium, the appropriation figure exceeds the maximum principal
amount of the notes. The dollars received as premium will be used to fully fund the listed project amounts and offset the costs of issuance. The
total principal amount has been rounded down to reflect that the notes will be issued in$5,000.00 increments(each an"Authorize Denomination").
The largest portion of the proceeds will be used for fire trucks and related firefighting equipment for the Fire Department. The Equipment
Note Program for the City's Fire Department was established on February 9, 1999, through the adoption of Ordinance No. 13701. Under the
program, on an annual recurring basis,tax notes are sold, and proceeds are used to finance the equipment replacement program for fire
equipment and apparatus. In conjunction with the Fleet Management Division of the Property Management Department, the Fire Department
manages a fleet rotation plan that annually identifies vehicles and equipment that have reached their useful lives and are too old or costly to
continue to utilize or maintain for public safety operations. A portion of the proceeds from sale of the notes will be used for fire trucks and related
firefighting equipment scheduled for Fiscal Year 2020.
The second largest project to be funded out of the note proceeds is the acquisition of land on Angle Avenue for the Northwest Patrol Division and
Auto Pound, along with additional land that may be programmed for other City purposes as needed. At the time the tax notes were originally
authorized, it was anticipated that proceeds would be used to pay for only a portion of the costs, and that the balance of the site-acquisition costs
($3,900,000.00)would be cash-funded out of available net position/fund balance in the Crime Control and Prevention District Fund. Because of
the uncertainty regarding the financial impacts of the current public health situation on City revenue sources, staff proposes that the entirety of the
acquisition costs be funded out of tax note proceeds so that fund balance/net position so that net position/fund balance can remain available to
meet other needs.
Along those same lines, the City Manager's Office tasked staff with reviewing the planned cash-funded capital outlays for the current fiscal year for
vehicles and equipment. The goal was to identify instances where costs could be appropriately shifted to the seven-year tax notes in order to
create current-year savings that could offset the impact of the revenue shortfalls that are expected to occur due to the current public health
emergency. Staff identified$6,352,495.00 in vehicle-and-equipment purchases that were eligible and appropriate for tax-note financing. That
total consists of$1,260,000.00 in vehicles and equipment for the Police Department, and$5,092,495.00 for other City departments that are
funded out of the General Fund. Adoption of the amended and restated note ordinance would authorize issuance of additional notes to fund these
vehicle and equipment purchases.
The other major use for the proceeds will be paying for a portion of the costs associated with technology infrastructure and other improvements at
the City-owned Botanic Gardens. In addition a small portion of the proceeds will be used to pay the costs of issuance.
The attached amended and restated note ordinance also contains language that complies with federal requirements regarding the City's ability to
reimburse itself out of debt proceeds incurred in the 60 days immediately preceding April 7(the date of the original authorization for the debt).
That language is included because the Information Technology Solutions(IT)Capital provided interim funding of approximately$367,000.00 so
that the technology improvements at the Fort Worth Botanic Gardens could be started to maintain project schedules. Tax Note proceeds from the
above-noted$4.3 million for the Botanic Garden project will be used to reimburse IT Capital for the funding it advanced.
Due to current market conditions, public issuers are struggling to price favorably in the competitive market due to a lack of liquidity with investors.
In an effort to mitigate this downside risk,the ordinance provides delegated authority to the City Manager and Chief Financial Officer, individually,
to effect the sale of notes. This includes authority to seek not only competitive bids for the sale of the Notes authorized, but also a negotiated sale
conducted as either a public or private offering negotiated through a purchase agreement with Underwriters. Staff is recommending that these
Notes be sold with the City Manager or the Chief Financial Officer having authority to approve the terms of the sale so long as those terms
come within the parameters set forth in the Council-adopted ordinance. Key parameters include that the Notes must be rated in one of the four
highest generic rating categories(BBB or higher);the delegated authority expires on December 31. 2020;the maximum maturity is March 1,
2027; and the maximum net effective interest rate is 4.00%.
The Notes will be priced and sold as soon as practicable based on market conditions and volatility, subject to the hard deadline of December 31
for the delegated authority. Subsequent to awarding the sale of the Notes,the City will seek approval of the debt transactions from the Texas
Attorney General with an estimated closing date approximately one month after the award of sale.
The attached amended and restated appropriation ordinance repeals and replaces the one that was approved on April 7 and reflects the
maximum appropriation amount for Note proceeds. Its structure accommodates variables associated with sale of debt under delegated authority
such as the uncertain final interest rate to be achieved and the possibility of a premium or discount being associated with the sale of the Notes. To
the extent numbers at closing are less than those reflected in the ordinance,the available appropriation amount will be reduced as needed to
reflect final figures based on the closing documents to ensure appropriations do not exceed actuals. Similarly,to the extent there are any remaining
proceeds after paying cost of issuance expense, those funds are to be moved to the general debt service fund and used toward repayment of the
notes.
A Form 1295 is not required because: 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 2020 Tax Notes will occur as required under the
parameters set forth therein,that funds will be available in the Tax Note 2020 Fund, and that funds will be available in the General Debt Service
Fund to repay the debt when due and payable.
Submitted for City Manager's Office by: Reggie Zeno 8500
Jay Chapa 5804
Originating Business Unit Head: John Samford 2318
Additional Information Contact: Alex Laufer 2268