HomeMy WebLinkAboutOrdinance 24799-04-2021THE ST A TE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON
C ITY OF FORT WORTH
On the 13th day of April, 2021, the City Council of the City of Fort Worth, Texas, met in
regular, open, public meeting in the City Council Chamber in the City Hall , and roll was called
of the duly constituted members of the City Council, to-wit:
Betsy Price,
Carlos Flores,
Brian Byrd
Cary Moon ,
Gyna Bivens,
Jungus Jordan ,
Dennis Shingleton,
Kelly Allen Gray ,
Ann Zadeh,
David Cooke,
Sarah J. Fullenwider,
Mary J . Kayser
Mayor
Councilmembers,
City Manager,
City Attorney,
City Secretary,
thus constituting a quorum present; 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~.Jhe ordinance was read by the City Secretary. The
motion, carrying with it the passage of the ordinance prevailed by a vote o1 YEAS ;C 7 N A YS.
The ordinance as passed is as follows:
ORDINANCE NOW 4-2021
BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS,
PROVIDING FOR THE ISSUANCE OF CITY OF FORT WORTH, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2021, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $18,500,000; PROVIDING FOR THE LEVY, ASSESSMENT AND
COLLECTION OF AT AX SUFFICIENT TO PAY THE INTEREST ON SAID
CERTIFICATES OF OBLIGATION AND TO CREATE A SINKING FUND
FOR THE REDEMPTION THEREOF AT MATURITY; PLEDGING
CERTAIN REVENUES IN SUPPORT OF SAID CERTIFICATES; AND
ORDAINING OTHER MATTERS RELATING TO THE SUBJECT
THE ST A TE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE , PARKER AND JOHNSON
C ITY OF FORT WORTH
WHEREAS , the City of Fort Worth , Texas (the "City" or the "Issuer"), is a "home-rule" city
o perating under a home-rule charter adopted pursuant to Section 5 of Article XI of the Texas
C onstitution , with a population according to the latest federal decennial census of in excess of
50 ,000 ; and
WHEREAS , on the 23rd day of February , 2021 , the City Council of the City passed an
ordinance authorizing and directing notice of its intention to issue the Certificates of Obligation
herein authorized to be issued , to be published in a newspaper as req1,1ired by Section 271.049 of the
Tex as Local Government Code , in an amount not to exceed $18 ,500 ,000 ; and
WHEREAS , the City caused said notice of intention to be published in the Fort Worth Star-
Te legram on February 24 , 2021 and March 3 , 2021 , and said notice of intention was continuously
po sted on the City 's Internet website beginning on February 24 , 2021; and
WHEREAS, no petition , signed by 5% of the qualified electors of the Issuer as permitted by
Section 271 .049 of the Texas Local Government Code protesting the issuance of such Certificates of
Obligation , has been filed ; and
WHEREAS , due to fluctuating conditions in the public debt markets , the City Council , in
adopting this Ordinance , is delegating the sale and delivery of the Certificates of Obligation
hereinafter authorized to the Pricing Officer, as defined herein, subject to the parameters set forth in
thi s Ordinance ; and
WHEREAS, the Certificates of Obligation hereinafter authorized are to be issued and
de livered pursuant to Subchapter C of Chapter 271 of the Texas Local Government Code, and
Chapter 13 71 of the Texas Government Code ("Chapter 13 71 ");
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,
TEXAS:
Section I. DEFINITIONS. That as used in this Ordinance, unless a different meaning
clearly appears from the context, the capitalized terms set forth in this Ordinance shall have the
meaning set forth below. Any reference in this Ordinance to "FORM OF CERTIFICATE " s ha ll
refer to the form of the Certificates set forth in Exhibit A to this Ordinance.
The term "Authentication Certificate" shall have the meaning given said term in Section 6(d)
hereof.
The term "Authorized Denomination" shall mean $5,000 and any integral multiple of$5,000.
The term "Bidding Instructions" shall have the meaning given said term in Section 3(a)
hereof.
The term "Business Day" shall mean a day that is not a Saturday, Sunday or legal holiday on
which banking institutions in the States of Texas or New York are authorized or required by law or
executive order to remain closed or the New York Stock Exchange or DTC is closed.
The terms "Certificates" and "Certificates of Obligation" shall mean and include collectively
the Initial Certificate and all substitute Certificates of Obligation exchanged therefor, as well as all
other substitute Certificates of Obligation and replacement Certificates of Obligation issued pursuant
hereto; and the term "Certificate" shall mean any of the Certificates.
The terms "City" and "Issuer" shall mean the City of Fort Worth, Texas.
The term "Code" shall mean the Internal Revenue Code of 1986, as amended.
The term "Defeasance Securities" shall mean (i) direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States of
America and (ii) noncallable obligations of an agency or instrumentality of the United States of
America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality, and that, on the date of the purchase thereof, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent.
The term "De/eased Certificate" shall have the meaning given said term in Section 23(a)
hereof.
The term "Designated Trust Office" shall have the meaning given said term in Section 6(a)
hereof.
The term "DTC" shall have the meaning given said term in Section I 7 hereof.
The term ,;Eligible Investments" shall mean those investments in which the City is now or
hereafter authorized by law (including, but not limited to, Chapter 2256, Texas Government Code)
and its investment policy to purchase, sell and invest its funds and funds under its control.
The term "Fiscal Year" shall mean the regular fiscal year used by the City, which currently
runs from Octob er I through September 30, or any twelve consecutiv e months period established by
the City.
2
The term "Initial Certificate" shall have the meaning given said term in Section 3(a) hereof.
The term "Interest and Redemption Fund" shall have the meaning given said term in Section
8 hereo f.
The term "MAC" means the Municipal Advisory Council of Texas.
The term "MSRB" shall mean the Municipal Securities Rulemaking Board.
The term "Official Bid Form" shall have the meaning given said term in Section 3(a) hereof.
The term "Official Statement" shall have the meaning given said term in Section 3(c) hereof.
The term "Paying Agent/Registrar" shall have the meaning given said term in Section 6(a)
hereof.
The term "Preliminary Official Statement" shall have the meaning given said term in Section
3(c) hereof.
The term "Pricing Officer" means the City Manager and the Chief Financial Officer/Director
of Financial Management Services of the City, acting individually but not collectively.
The term "Purchasers" means the entity or entities listed in the Official Bid Form accepted
by the City as the best bid for the Certificates.
The term "Registered Owner" shall have the meaning given said term in Section 6(a) hereof.
The term "Registration Books" shall have the meaning given said term in Section 6(a) hereof.
The term "Regulations" shall have the meaning given said term in Section 13 hereof.
The term "Rule" shall mean SEC Rule I5c2-l2 , as amended from time to time.
The term "SEC" shall mean the United States Securities and Exchange Commission.
The term "Surplus Revenues" shall mean those revenues from the operation of the City's
Water and Sewer System remaining after payment of all operation and maintenance expenses thereof
and payment of debt service and other obligations secured by net revenues of the City's Water and
Sewer System now or hereafter outstanding and incurred .
Section 2. AUTHORIZATION OF CERTIFICATES OF OBLIGATION. That the
Issuer's Certificates of Obligation, to be designated the "City ofFort Worth, Texas Combination Tax
and Revenue Certificates of Obligation, Series 2021 ", are hereby authorized to be issued and
de! ivered in the principal amount not to exceed $18,500,000, for the purpose of providing part of the
funds for paying contractual obligations to be incurred by the Issuer, to-wit: financing of
improvements to Trinity Boulevard within the City, and the payment of fiscal, engineering and legal
fees incurred in connection therewith.
3
Section 3 . DELEGATION OF SALE OF CERTIFICATES; PARAMETERS. (a)
Maximum Maturity of Certificates. That the Certificates shall be sold as full y reg istered certificates,
without interest coupons, numbered consecutively from R-1 upward, payable to the respective initial
registered owners of the Certificates, or to the registered assignee or assignees of the Certificates , in
any Authorized Denomination, maturing not later than September 1, 2033, payable serially or
otherwise on the dates, in the years and in the principal amounts, and dated, all as set forth in the
bidding instructions prepared in connection with the sale of the Certificates (the "Bidding
Instructions") and the bid form to be submitted by bidders seeking to purchase the Certificates (the
"Official Bid Form"). The foregoing notwithstanding, the City agrees to cause to be delivered to the
Paying Agent/Registrar one (I) initial Certificate numbered T -1 (the "Initial Certificate") and
registered to the Purchasers or their designee, following the approval by the Attorney General and
the registration by the Comptroller, as further provided in the FORM OF CERTIFICATE.
(b) Delegation of Authority. Each Pricing Officer, acting for and on behalf of the City, is
hereby authorized to seek competitive bids for the sale of the Certificates 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 Certificates. The
Bidding Instructions shall contain the terms and conditions relating to the sale of the Certificates,
including the date bids for the purchase of the Certificates are to be received, the date of the
Certificates , any additional designation or title by which the Certificates shall be known, the
aggregate principal amount of the Certificates to be sold, the price at which the Certificates will be
sold, the years in which the Certificates will mature, 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
Certificates shall be subject to redemption prior to maturity at the option of the City, as well as any
mandato ry sinking fund redemption provisions, and all other matters relating to the issuance, sale
and delivery of the Certificates so sold including, without limitation, the use of municipal bond
insurance for the Certificates. The Certificates shall bear interest at the rates per annum set forth in
the Official Bid Form accepted as the best bid. The interest on the Certificates shall be payable to
the Registered Owner of any such Certificate on the dates and in the manner provided, in the FORM
OF CERTIFICATE. Interest shall be calculated on the basis of a 360-day year consisting of twelve
30-day months. Interest on the Certificates shall be payable on the dates set forth in the Official Bid
Form, until maturity or prior redemption of the Certificates. Each Pricing Officer, acting for and on
behalf of the City, is hereby authorized to receive and accept bids for the sale of Certificates in
accordance with the Bidding Instructions on such date as determined by a Pricing Officer. The
Certificates so sold shall be sold at such price as a 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 Certificates must bear a rating at a level such that the
Certificates satisfy the requirements of Chapter 1371 to constitute "obligations", as such term is
defined in Chapter 13 71 . One Certificate in the principal amount maturing on each maturity date as
set forth in the Official Bid Form shall be delivered to the Purchasers, and the Purchasers shall have
the right to exchange such Certificates as provided in Section 5 hereof without cost. The FORM OF
CERTIFICATE shall be revised to reflect the terms of the sale of the Certificates as reflected in the
Official Bid Form accepted as the best bid for the Certificates. The Certificates 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 Certificates shall cease to be such officer before the delivery of the Certificates, such
signature shall ne verthe less 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 a Pricing Officer that either it has made disclosure filings to
4
the Texas Ethics Commi ss ion in accord ance w ith Section 2252.908 , Texas Governm ent Code or is
exempt fr o m m a k ing suc h fil ings under Section 2 252.908(c)(4), Texas Government Code. Within
t hirty (30 ) days ofreceipt of any disclosure filings from the best bidder for t he Certificates, the City
will acknowledge such disclosure filings in accordance with the rules of the Texas Ethi cs
Commission. Any finding or determination made by a Pricing Officer relatin g to the issu ance and
sale of the Certificates shall have the same force and effect as a finding or determin ation made by the
City Council. By adoption of this Ordinance, the Chief Financial Officer/Director of Financial
Management Services of the City , as a Pricing Officer, is designated a special Acting Assistant City
M a nager 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) General. The City Council authorizes each Pricing Officer to provide for and oversee the
preparation of a preliminary official statement (the "Preliminary Official Statement") and final
official statement (the "Official Statement") in connection with the issuance of the Certificates, and
to approve the Preliminary Official Statement and the Official Statement and deem the Preliminary
Official Statement final , and to provide it to the Purchasers, in compliance with the Rule. Each
Pricing Officer is further authorized and directed to deliver for and on behalf of the City copies of a
Preliminary Official Statement and final Official Statement, prepared in connection with the offering
of the Certificates by the Purchasers, in final form as may be required by the Purchasers. 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 and
use by the Purchasers. The City Council 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
iss uance of the Certificates, in the amount determined in accordance with the provisions of Section
1202 .004 , Texas Government Code. Pro ceeds from the sale of the Certificates shall be used in the 1
manner described in a letter of instructions executed by or on behalf of the City, provided, that
proceeds representing accrued interest on the Certificates, if any, shall be deposited to the credit of
the Interest and Redemption Fund and proceeds representing premium received in connection with
the sale of the Certificates shall be used in a manner consistent with the provisions of Section
1201 .042( d), Texas Government Code , provided, that the principal amount of the Certificates plus
any premium received that is expended on the projects described in Section 2 of this Ordinance shall
not exceed $18,500,000 .
Section 4. REDEMPTION . That the Certificates may be subject to optional and/or
mandatory redemption prior to their scheduled maturities, to the extent provided in the Official Bid
F orm . Notice ofredemption shall be given to Registered Owners of the Certificates in the manner
provided in the FORM OF CERTIFICATE. If due provision for the payment of the redempt ion
price for Certificates subject to redemption is made, the Certificates, or the portions thereof, which
are to be so redeemed , thereby automatically shall be redeemed prior to their scheduled maturities ,
and shall not bear interest after the date fixed for their redemption , and shall not be regarded as being
outstanding except for the right of the Registered Owner to receive the redemption price plus ac-
crued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds
provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all
s uch redemptions of principal of the Certificates, or any portion thereof. If a portion of any
Certificate shall be redeemed, a substitute Certificate or Certificates having the same maturity date,
be aring interest at the same rate, in any Authorized Denomination, at the written request of the
R eg iste red Ow ner, and in an aggregate principal amount equal t o th e unre deemed p ortion ther e of,
wi 11 be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of
the Issuer, all as provided in this Ordinance.
5
Section 5. INTEREST. That the Certificates shall bear interest at the rates per annum set
forth in the Official Bid Form accepted as the best bid. The interest on th e Certificates sh a ll b e
payable to the registered owner of any such Certificate on the dates and in the manner provided in
the FORM OF CERTIFICATE set forth in Exhibit A to this Ordinance. Interest on the Certificates
shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The
Certificates shall not have a net effective interest rate, calculated in accordance with Chapter 1204,
Texas Government Code, in excess of 2.50%.
Section 6. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration and
Transfer. That the City shall keep or cause to be kept at the designated corporate trust office of
BOKF, NA, or such other bank, trust company, financial institution, or other agency named in
accordance with the provisions of subsection (g) below (the "Paying Agent/Registrar") books or
records for the registration and transfer of the Certificates (the "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 transfers and registrations under such reasonable regulations as the Issuer and
the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers
and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain
from the initial registered owners thereof, or from the registered assignee or assignees of the
Certificates or any portion thereof (in each case, the "Registered Owner") and record in the
Registration Books the address of the Registered Owner of each Certificate to which payments with
respect to the Certificates shall be mailed, as herein provided. The Issuer or its designee shall have
the right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar at its Designated Trust Office, but otherwise the Paying Agent/Registrar shall keep
the Registratio n Books confidential and, unless otherwise required by la~, shall not permit their
inspection by any other entity. Registration of each Certificate may be transferred in the Registra-
tion Books only upon presentation and surrender thereof to the Paying Agent/Registrar at its
Designated Trust Office for transfer of registration and cancellation, together with proper written
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing the assignment of such Certificate, or any portion thereof in any
Authorized Denomination, to the assignee or assignees thereof, and the right of such assignee or
assignees to have such Certificate or any such portion thereof registered in the name of such assignee
or assignees. Upon the assignment and transfer of any Certificate or any portion thereof, a new
substitute Certificate or Certificates shall be issued in exchange therefor in the manner herein
provided. As of the date this Ordinance is approved by the City, the "Designated Trust Office" of
the Paying Agent/Registrar is its Dallas, Texas corporate trust office.
(b) Ownership; Registration Books. The entity in whose name any Certificate shall be regis-
tered in the Registration Books at any time shall be treated as the absolute owner thereof for all
purposes of this Ordinance, whether or not such Certificate shall be overdue, and the Issuer and the
Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on
account of, the principal of, premium, if any, and interest on any such Certificate shall be made only
to such Registered Owner. All such payments shall be valid and· effectual to satisfy and discharge
the liability upon such Certificate to the extent of the sum or sums so paid.
( c) Paying Agent. The Issuer hereby further appoints the Paying Agent/Registrar to act as the
paying agent for paying the principal of and interest on the Certificates, and to act as its agent to
exchange or replace Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall
keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect
6
to the Certificates, and of all exchanges thereof, and all replacements thereof, as provided in this
Ordinance.
( d) Exc hange of Certificates. Each Certificate may be exchanged for fully registered
certifi cat es in the manner set forth herein. Each Certificate issued and delivered pursuant to this
Ordinance may , upon surrender thereof at the Designate d T rust Office of the Paying Agent/Regis-
trar , together with a written request therefor duly exec uted by the Registered Ow ner or the assignee
or assignees th ereof, or its or th e ir duly a uth orized attorneys or representatives, with guarantee of
signatures sati sfactory to the Paying Agent/Registrar, at the option of the Registered Owner or such
assignee or assignees , a s appropriate, be exchanged for fully registered Certificates, without interest
coupons , in the form prescribed in the FORM OF CERTIFICATE, in any Authorized Denomination
(subject to the requirement hereinafter stated that each substitute Certificate shall have a single stated
maturity date), as requested in writing by such Registered Owner or such assignee or assignees, in an
aggregate principal amount equal to the principal amount of any Certificate or Certificates so sur-
rendered, and payable to the appropriate Registered Owner, assignee, or assignees, as the case may
be . If any Certificate or portion thereof is assigned and transferred, each Certificate issued in
exchange therefor shall have the same principal maturity date and bear interest at the same rate as the
Certificate for which it is being exchanged. Each substitute Certificate shall bear a letter and/or
number to distinguish it from each other Certificate. The Paying Agent/Registrar shall exchange or
replace Certificates as provided herein , and each fully registered Certificate or Certificates delivered
in exchange for or replacement of any Certificate or portion thereof as permitted or required by any
provision of this Ordinance shall constitute one of the Certificates for all purposes of this Ordinance
and may again be exchanged or replaced. It is specifically provided, however, that any Certificate
delivered in exchange for or replacement of another Certificate prior to the first scheduled interest
pay ment date on the Certificates (as stated on th e face thereof) shall be dated the same date as such
Certificate , but each substitute Certificate so delivered on or after such first scheduled interest
payment date shall be dated as of the interest payment date preceding the date on which such
substitute Certificate is delivered, unless such substitute Certificate is delivered on an interest
payment date , in which case it shall be dated as of such date of delivery; provided, however, that if at
the time of delivery of any substitute Certificate the interest on the Certificate for which it is being
exchanged has not been paid, then such substitute Certificate shall be dated as of the date to which
such interest has been paid in full. On each substitute Certificate issued in exchange for or replace-
. ment of any Certificate or Certificates issued under this Ordinance there shall be printed thereon a
Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM
OF CERTIFICATE (the "Authentication Certificate"). An authorized representative of the Paying
Agent/Registrar shall , before the delivery of any such substitute Certificate, date such substitute
Certificate in the manner set forth above , and manually sign and date the Authentication Certificate,
and no such substitute Certificate shall be deemed to be issued or outstanding unless the
Authentication Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all
Certificates surrendered for exchange or replacement. No additional ordinances, orders , or
resolutions need be passed or adopted by the City Council or any other body or person so as to
accomplish the foregoing exchange or replacement of any Certificates or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute
Certificates in the manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code,
the duty of exchange or replacement of any Certificates as aforesaid is hereby imposed upon the
Paying Agent/Registrar, and, upon the execution of the Authentication Certificate, the exchanged or
repl a c ed Ce rtifi cate shall be va lid, incontestable, and enforc eable in the same manner a nd with the
same effect as the Certificates which originally were delivered pursuant to this Ordinance, approved
by the Attorney General, and registered by the Comptroller of Public Accounts. The Initial
7
'\
Certificate, to the extent of the unpaid or unredeem ed principal balance thereof, may be assigned and
transferred by the initial Registered Owner thereof once only, and to one or more assignees
designated in writing by the initial R eg istered Owner th er eof. If t he Initial Certificate or any portion
thereof is assigned and tran sferred or converted the Initial Certificate must be s urrendered to the
Paying Agent/Registrar for cancellation, and each Certificate of Obligation iss ued in exchange for
any portion of the Initial Certificate shall have a single stated principal maturity date, and shall not
be payable in installments; and each such Certificate of Obligation shall have a principal maturity
date corresponding to the due date of the installment of principal or portion thereof for which the
substitute Certificate of Obligation is being exchanged; and each such Certificate of Obligation shall
bear interest at the single rate applicable to and borne by such installment of principal or portion
thereof for which it is being exchanged. If only a portion of the Initial Certificate is assigned and
transferred, there shall be delivered to and registered in the name of the initial Registered Owner
substitute Certificates of Obligation in exchange for the unassigned balance of the Initial Certificate
in the same manner as if the initial Registered Owner were the assignee thereof. If any Certificate of
Obligation or portion thereof other than the Initial Certificate is assigned and transferred or
converted each Certificate of Obligation issued in exchange therefor shall have the same principal
maturity date and bear interest at the same rate as the Certificate of Obligation for which it is
exchanged. A form of assignment shall be printed or endorsed on each Certificate of Obligation,
excepting the Initial Certificate, which shall be executed by the Registered Owner or its duly
authorized attorney or representative to evidence an assignment thereof.
( e) General Characteristics. All Certificates issued in exchange or replacement ofany other
Certificate or portion thereof, (i) shall be issued in fully registered form, without interest coupons,
with the principal of and interest on such Certificates to be payable only to the Registered Owners
thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may b e, transferred and
assigned, (iv) may be exchanged for other Certificates, (v) shall have the characteristics, (vi) shall be
signed and sealed, and (vii) the principal of and interest on the Certificates shall be payable, all as
provided, and in the manner required or indicated, in the FORM OF CERTIFICATE.
(f) Fees. The Issuer shall pay the Paying Agent/Registrar's reasonable and customary fees
and charges for making transfers of Certificates, but the Registered Owner of any Certificates
requesting such transfer shall pay any taxes or other governmental charges required to be paid with
respect thereto. The Registered Owner of any Certificates requesting any exchange shall pay the
Paying Agent/Registrar's reasonable and standard or customary fees and charges for exchanging any
such Certificate or portion thereof, together with any taxes or governmental charges required to be
paid with respect thereto, all as a condition precedent to the exercise of such privilege of exchange,
except, however, that in the case of the exchange of an assigned and transferred Certificate or
Certificates or any portion or portions thereof in any Authorized Denomination, as provided in this
Ordinance , such fees and charges will be paid by the Issuer. In addition, the Issuer hereby covenants
with the Registered Owners of the Certificates that it will (i) pay the reasonable and standard or
customary fees and charges of the Paying Agent/Registrar fo r its services with respect to the
payment of the principal of and interest on Certificates, when due, and (ii) pay the fees and charges
of the Paying Agent/Registrar for services with respect to the transfer or registration of Certificates
solely to the extent above provided, and with respect to the exchange of Certificates solely to the
extent above provided.
(g) Successor Paying Agent/Registrar. The Is suer covenants with the Registered Owners of
the Certificates that at all times while the Certificates are outstanding the Issuer will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act as
8
and perform the services of Paying Agent/Registrar for the Certificates und er this Ordinance, and
that the Paying Agent/Registrar wi ll be one entity. The Iss uer reserves the right to, and may, at its
option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying
Agent/Registrar. In the event that the entity at any time acting as Paying Agent/Registrar ( or its suc-
cessor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the
Issuer covenants that promptly it will appoint a competent and legally qualified national or state
banking institution which shall be a corporation organized and doing business under the laws of the
United States of America or of any state, authorized under such laws to exercise trust powers,
subject to supervision or examination by federal or state authority, and whose qualifications
substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar
under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying
Agent/Registrar promptly shall transfer and deliver the Registration Books ( or a copy thereof), along
with all other pertinent books and records relating to the Certificates, to the new Paying
Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying
Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each Registered Owner of the Certificates, by United States mail , first-class,
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have
agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered
to each Paying Agent/Registrar.
(h) Redemption Notice. Each redemption notice, whether required in the FORM OF
CERTIFICATE or otherwise by this Ordinance, shall contain a description of the Certificates to be
redeemed including the complete name of the Certificates , the series, the date of issue, the interest
· • rate, the maturity date , the CUSIP number, the amounts called of each Certificate, the publication
and mailing date for the notice, the date of redemption, the redemption price, the name of the Paying
Agent/Registrar and the address at which the Certificate may be redeemed including a contact person
and telephone number. All redemption payments made by the Paying Agent/Registrar to the
Registered Owners of the Certificates shall include a CU SIP number relating to each amount paid to
such Registered Owner.
(i) Reporting Requirements. With respect to the Certificates, to the extent required by the
Code and the regulations promulgated thereunder, the Paying Agent/Registrar shall report to the
Registered Owners and the Internal Revenue Service (i) the amount of"reportable payments", if any,
subject to backup withholding during each year and the amount of tax withheld, if any, with respect
to payments of the Certificates, and (ii) the amount of interest or amount treated as interest on the
Certificates and required to be included in the gross income of the Registered Owner thereof.
Section 7. FORM OF CERTIFICATES. That the form of the Certificates, including the
form of the Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the
Certificates initially issued and delivered pursuant to this Ordinance, respectively, shall be in
substantially the form as set forth in Exhibit A attached hereto, with such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance and the Official Bid Form.
The printer of the Certificates is hereby authorized to print on the Certificates (i) the form of bond
counsel's opinion relating to the Certificates and (ii) an appropriate statement ofinsurance furnished
by a municipal bond insurance company providing municipal bond insurance, if any, covering all or
any part of the Certificates . -
9
Section 8. INTEREST AND REDEMPTION FUND. That a special fund or account, to be
desi g nated th e "City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation
Seri es 2021 Interest and Redemption Fund" (the "Interest and Redemption Fund") is hereby created
and shall be established and maintained by the Issuer. The Interest and Redemption Fund shall be
kept separate and apart from all other funds and accounts of the Issuer and shall be used only for
paying the interest on and principal of the.Certificates. All ad valorem taxes levied and collected for
and on account of the Certificates shall be deposited, as collected, to the credit of the Interest and
Redemption Fund. During each year while any of the Certificates are outstanding and unpaid, the
governing body of the Issuer shall compute and ascertain the rate and amount of ad valorem tax,
based on the latest approved tax rolls of the Issuer, with full allowances being made for tax delin-
quencies and the cost of tax collections, which will be sufficient to raise and produce the money
required to pay the interest on the Certificates as such interest comes due, and to provide a sinking
fund to pay the principal of the Certificates as such principal matures, but never less than 2% of the
original amount of the Certificates as a sinking fund each year. Said rate and amount of ad valorem
tax is hereby ordered to be levied against all taxable property in the Issuer for each year while any of
the Certificates are outstanding and unpaid, and said ad valorem tax shall be assessed and collected
each such year and deposited to the credit of the Interest and Redemption Fund. Said ad valorem
taxes necessary to pay the interest on and principal of the Certificates, as such interest comes due
and such principal matures, are hereby pledged for such payment, within the limit prescribed by law.
Section 9. REVENUES. That the Certificates of Obligation are additionally secured by and
shall be payable from the Surplus Revenues. The Surplus Revenues are pledged by the City
pursuant to authority of Chapter 1502, Texas Government Code, specifically Section 1502.058
thereof. The City shall promptly deposit the Surplus Revenues upon their receipt to the credit of the
Interest and Redemption Fund created pursuant to Section 8, to pay the principal of and interest on
the Certificates of Obligation . The amount of Surplus Revenues pledged to the payment of the
Certificates of Obligation shall not exceed $1,000. Notwithstanding the requirements of Section 8, if
revenues, including Surplus Revenues, are actually on deposit or budgeted for deposit in the Interest
and Redemption Fund in advance of the time when ad valorem taxes are scheduled to be levied for
any year, then the amount of ad valorem taxes which otherwise would have been required to be
levied pursuant to Section 8 may be reduced to the extent and by the amount of revenues then on
deposit in the Interest and Redemption Fund or budgeted for deposit therein.
Section 10. TRANSFER. That the Issuer shall do any and all things necessary to
accomplish the transfer of moneys to the Interest and Redemption Fund of this issue in ample time to
pay such items of principal and interest due on the Certificates as shall become due and mature on
any interest payment date, at maturity or by redemption prior to maturity. The Paying
Agent/Registrar shall destroy all paid Certificates and furnish the City with an appropriate certificate
of cancellation or destruction.
Section 11. SECURITY FOR FUNDS; INVESTMENTS. (a) Security; Application of
Chapter 1208, Government Code . That the Funds and Accounts created by this Ordinance shall be
secured in the manner and to the fullest extent permitted or required by Jaw for the security of public
funds. The Interest and Redemption Fund shall be used only for the purposes and in the manner
permitted or required by this Ordinance. Chapter 1208, Texas Government Code, applies to the
issuance of the Certificates and the pledge of ad valorem taxes and the Surplus Revenues granted by
the City under Sections 8 and 9, and such pledge is therefore valid, effective, and perfected . IfTexas
law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of
the ad valorem taxes and Surplus Revenues granted by the City is to be subject to the filing
10
requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the
Registered Owners of the Certificates the perfection of the s ecurity interest in said pledge, th e City
agrees to take such measures as it determines are reasonable and necessary under T exas law to
comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a
filing to perfect the security interest in said pledge to occur.
(b) Investments. Money in any Fund or Account established by this Ordinance may, at the
option of the City, be invested in Eligibl e Investm ents; provided that all such deposits and
investments shall have a par value ( or market value when less than par) exclusive of accrued interest
at all times at least equal to the amount of money credited to such Funds or Accounts, and shall be
made in such manner that the money required to be expended from any Fund or Account will be
available at the proper time or times; and provided, further, that the investment of such moneys shall
be governed by and consistent with the City's investment policy. Such investments shall be valued
in terms of current market value as of the last day of each Fiscal Year, except that direct obligations
of the United States (State and Local Government Series) in book-entry form shall be continuously
valued at their par or face principal amount. Such investments shall be sold promptly when
necessary to prevent any default in connection with any Certificates.
Section 12. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES. (a) Replacement Certificates. That in the event any outstanding Certificate is
damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed, and delivered, a new Certificate of the same principal amount, maturity, and interest rate,
as the damaged, mutilated, lost, stolen, or destroyed Certificate, in replacement for such Certificate
in the manner hereinafter provided.
·1
(b) Application for Replacement Certificates. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Certificates shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Certificate, the Registered
Owner applying for a replacement Certificate shall furnish to the Issuer and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also , in every case of loss, theft, or
destruction of a Certificate, the Registered Owner shall furnish to the Issuer and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Certificate, as
the case may be. In every case of damage or mutilation ofa Certificate, the Registered Owner shall
surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Certificate shall have matured, and no default has occurred which is then continuing
in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the
Issuer may authorize the payment of the same (without surrender thereof except in the case of a
damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or
indemnity is furnished as above provided in this Section.
( d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement
Certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with
all legal, printing, and other expenses in connection therewith. Every replacement Certificate issued
pursuant to the prov is ions of this Section by virtue of the fact that any Certificate is lost, stolen, or
destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or
destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to
I I
all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly
issued under this Ord in anc e .
( e) Authority for Issuing Replacement Certificates. In accordance with Chapter 1206, Texas
Government Code, this Section of this O rdinance shall constitute auth ority for the issuance of any
such replacement Certificate without necessity of further action by the Issuer or any other body or
person, and the duty of the replacement of such Certificates is hereby authorized and imposed upon
the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such
Certificates in the form and manner and with the effect, as provided in Section 6(a) of this Ordinance
for Certificates issued in conversion and exchange of other Certificates.
Section 13. FEDERAL INCOME TAX MATTERS. That the Issuer covenants to refrain
from any action which would adversely affect, or to take such action as to ensure, the treatment of
the Certificates as obligations described in section 103 of the Code, the interest on which is not
includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates (less amounts deposited to a reserve fund, if any) are used for any "private
business use ," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the
proceeds are so used, that amounts, whether or not received by the Issuer, with respect to
such private business use, do not, under the terms of this Ordinance or any underlying
arrangement, directly or indirectly, secure or provide for the payment of more than 10
percent of the debt service on the Certificates, in contravention of section 141 (b )(2) of the
Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates (less
amount deposited into a reserve fund, if any) then the amount in excess of 5 percent is used
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 Certificates (less amounts deposited into a reserve fund, if any) is directly or indirectly
used to finance loans to persons, other than state or local governmental units, in
contravention of section 141 ( c) of the Code;
( d) to refrain from taking any action which would otherwise result in the Certificates
being treated as "private activity bonds" within the meaning of section 141 (b) of the Code;
( e) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Certificates, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Certificates, other than investment property
acquired with -
12
(1) proceeds of the Certificates invested for a reasonable tem porary
period until such proceeds are needed for the purpose for which the Certificates are
issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1 (b) of the Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Certificates;
(g) to otherwise restrict the use of the proceeds of the Certificates or amounts treated
as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
(h) to refrain from using the proceeds of the Certificates or the proceeds of any prior
obligations to pay debt service on another issue more than 90 days after the date of issue of
the Certificates 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 Certificates) 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 Certificates have been
paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings
under section 148( f) of the Code.
For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds" includes
"disposition proceeds" as defined in the regulations promulgated by the U .S. Department of the
Treasury pursuant to the Code (the "Regulations") and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the
Certificates. It is the understanding of the Issuer that the covenants contained herein are intended to
assure compliance with the Code, the Regulations, or rulings promulgated by the U.S . Department of
the Treasury pursuant to the Code . In the event that regulations or ruling are hereafter promulgated
which modify or expand provisions of the Code, as applicable to the Certificates, the Issuer will not
be required to comply with any covenant contained herein to the extent that such failure to comply,
in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from
federal income taxation of interest on the Certificates under section 103 of the Code. In the event
that regulations or rulings are hereafter promulgated which impose additional requirements which
are app licable to the Certificates, the Issuer agrees to comply with the additional requirements to the
extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exemption
from federal income taxation of interest on the Certificates under section 103 of the Code. In
furtherance of the foregoing, the Mayor, the City Manager, any Assistant City Manager and the
Chief Financial Officer/Director of Financial Management Services of the City are authorized to
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 Certificates . In order to facilitate compliance with the above clause (i), a "Rebate Fund" may
be established by the City for the sole benefit of the United States of America, and the Rebate Fund
shall not be subject to the claim of any other person, including without limitation the registered
13
owners of the Certificates . The R e bate Fund would be established for the additional purpose of
compliance with section 148 of the Code.
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 15, 2020, apply to the issuance of the Certificates, and are
incorporated by reference into this Ordinance.
Section 14. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR
THE PROJECT. That the Issuer covenants to account for the expenditure of proceeds from the sale
of the Certificates and any investment earnings thereon to be used for the purposes described in
Section 2 of this Ordinance ( each such purpose shall be referred to herein and Section 15 hereof as a
"Project") on its books and records in accordance with the requirements of the Code. The Issuer
recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the
proceeds must be allocated to expenditures within 18 months of the later of the date that (a) the
expenditure on a Project is made or (b) such Project is completed; but in no event later than three
years after the date on which the original expenditure is paid. The foregoing notwithstanding, the
Issuer recognizes that in order for the proceeds to be expended under the Code, the sale proceeds or
investment earnings must be expended no more than 60 days after the later of (a) the fifth
anniversary of the date of delivery of the Certificates or (b) the date the Certificates are retired. The
Issuer agrees to obtain the advice ofnationally-recognized bond counsel if such expenditure fails to
comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt
status of the Certificates. For purposes hereof, the Issuer shall not be obligated to comply with this
covenant if it obtains an opinion from nationally-recognized bond counsel to the effect that such
failure to comply will not adversely affect the excludability for federal income tax purposes from
gross income of the interest.
Section 15. DISPOSITION OF PROJECT. That the Issuer covenants that the property
constituting a Project will not be sold or otherwise disposed in a transaction resulting in the receipt
by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-
1 recognized bond counsel substantially to the effect that such sale or other disposition will not
adversely affect the tax-exempt status of the Certificates. For purposes of this Section, the portion of
the property comprising personal property and disposed of in the ordinary course of business shall
not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of
this Section, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion of
a nationally-recognized bond counsel to the effect that such failure to comply will not adversely
affect the excludability for federal income tax purposes from gross income of the interest.
Section 16. CONTINUING DISCLOSURE OBLIGATION. (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 2021, financial information and operating data with respect to the City of the
general type described in Exhibit B hereto, and (2) if not provided as part of the financial
infonnation and operating data, annual financial statements of the City, when and if available. Any
financial statements so to be provided shall be (1) prepared in accordance with the accounting
principles described in Exhibit B hereto, or such other accounting principles as the City may be
required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City
commissions an audit of such statements and the audit is completed within twelve (12) months after
the end of each fiscal year ending in or after 2021. If audited financial statements are not available
by the end of the twelve (12) month period, then the City shall provide notice that the audited
14
financial statements are not available, shall provide unaudited financial information containing the
informati on described in the tables referenced in Exhibit B hereto under the heading "Annual
Financial Statements and Operating Data" by the required time, and shall provide audited financial
statements for the applicable fiscal year to the MSRB, when and if the audited financial statements
become available.
(ii) If the City changes its Fiscal Year, it will notify the MSRB of the change (and of the date
of the new Fiscal Year end) prior to the next date by which th e C ity otherwise wo uld 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) Dis closure Event Notices. The City shall notify the MSRB of any of the following
events with respect to the Certificates, in a timely manner not in excess often Business Days after
the occurrence of the event:
1. Principal and interest payment delinquencies;
2.. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4 . Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers , or their failure to perform;
6 . , Adverse tax opinions , the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Certificates, or other material events affecting
the tax status of the Certificates;
7 . Modifications to rights of holders of the Certificates, if material;
8. Certificate calls, if material , and tender offers;
9. Defeasances;
I 0 . Release, substitution, or sale of property securing repayment of the
Certificates , 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;
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 materi al; and
15
16. Default, event of acceleration , termination event, modifi cation of terms, or
other similar event under the terms of a Financial Obli gation of the Obli gated
Person, and whi ch reflect financial difficulties.
The City shal I notify the MSRB, in a timely manner, of any failure by the City to provide financial
inform ati on or operating data in accordance with subsection (b) of this Section by the time required
by subsection (a).
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the City in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in
which a court or governmental authority has assumed jurisdiction over substantially all of the assets
or business of the City, or if jurisdiction has been assumed by leaving the City Council and official
or officers of the City in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or
1 iquidation 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
o r 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 Certificates within the meaning of the Rule, except
that the City in any event will give notice of any deposit made in accordance with this Ordinance or
applicable law that causes Certificates no longer to be Outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficia1
owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the City's financial
results , condition, or prospects or to update any information provided in accordance with this Section
or otherwise, except as expressly provided herein: The City does not make any representation or
warranty concerning such information or its usefulness to a decision to invest in or sell Certificates
at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN
16
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
B REA CH BY THE C ITY , WHETHER N E GLIGENT OR WITHOUT FAULT ON ITS PART, OF
ANY COVE N ANT 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) No default by the City in observing or performing its obligations under this Section shall
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 Certificates in the
primary offering of the Certificates 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 ofthis Ordinance that authorizes such an amendment) of the
Outstanding Certificates con s ent to such amendment or (b) a person that is unaffiliated w ith the City
(such as nationally recognized bond counsel) determines that such amendment will not materially
impair the interest of the holders and beneficial owners of the Certificates. If the City so amends the
provisions of this Section, it shall include with any amended financial information or operating data
next provided in accordance with subsection (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 Certificates in the primary offering of the Certificates.
Section 17. DTC REGISTRATION. That the Certificates initially shall be issued and
delivered in such manner that no physical distribution of the Certificates will be made to the public,
and The Depository Trust Company ("OTC"), New York, New York, initially may act as depository
for the Certificates. OTC has represented that it is a limited purpose trust company incorporated
under the Jaws 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 17 A of the Securities Exchange Act of 1934, as amended, and the
City accepts, but in no way verifies, such representations. The definitive Certificates delivered to the
Purchaser shall be registered in the name of CEDE & CO., the nominee ofDTC, andDTC shall hold
the Certificates on behalf of the Purchaser. So long as each Certificate is registered in the name of
CEDE & CO., the Paying Agent/Registrar shall treat and deal with OTC the same in all respects as if
it were the actual and beneficial owner thereof. OTC may maintain a book-entry system which will
identify ownership of the Certificates in integral amounts of $5,000, with transfers of ownership
17
being effected on the records of DTC and its participants purs u a nt to rules and regulations
established by th em , a nd that the Certifi cat es initially deposited with DTC shall be immobilized and
not be fu rt her exchanged for substitute Certificates except as hereinafter provided. The City is not
res po nsible or liable for any functions ofDTC, will not be responsible for paying any fees or charges
with respect to its services, will not be responsible or liable for maintaining, superv is in g , or
reviewing the records ofDTC or its participants, or protecting any interests or rights of the beneficial
owners of the Certificates . It shall be the duty of the DTC Participants to make all arrangements
with DTC to establish this book-entry system, the beneficial ownersnip of the Certificates, and the
method of paying the fees and charges ofDTC. The City does not represent, nor does it in any way
covenant that any book-entry system established with DTC will be maintained in the future. If for
any reason should any of the originally delivered Certificates duly file with the Paying
Agent/Registrar with proper request for transfer and substitution, as provided for in this Ordinance,
substitute Certificates will be duly delivered as provided in this Ordinance, and there will be no
assurance or representation that any book-entry system will be maintained for such Certificates. The
City heretofore has executed a "Blanket Letter of Representations" prepared by DTC in order to
implement the book-entry system described above.
Section 18. DEFAULT AND REMEDIES.
(a) Events of Default. That each of the following occurrences or events for the purpose of
this Ordinance is hereby declared to be an "Event of Default":
(i) the failure to make payment of the principal of or interest on any of the
Certificates when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights of
the Registered Owners of the Certificates, including, but not limited to, their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation thereof for a
period of 60 days after notice of such default is given by any Registered Owner to the City .
(b) R em edies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Reg istered Owner or an authorized representative thereof, including, but not limited to , a
tru stee or trustees therefor, may proceed against the City, or any official , officer or employee
of the City in their official capacity, for the purpose of protecting and enforcing the rights of
the Registered Owners under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted
by law, including the specific performance of any covenant or agreement contained herein ,
or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the
Registered Owners hereunder or any combination of such remedies. ·
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Certificates then outstanding.
18
(c) Remedies Not Exclus ive .
(i ) No remedy herein conferred or reserved is intended to be exclu s ive o f any oth er
avail a bl e 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 Certificates or now or
hereafter existing at law or in equity; provided, however, that notwithstanding any other
provi s ion of this Ordinance, the right to accelerate the debt evidenced by the Certificates
shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Certificate authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers , employees or trustees of the
City or the City Council.
(iv) None of the members 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
an y liability, or be held personally liable to the Registered Owners under any term or
provision of this Ordinance , or because of any Event of Default or alleged Event of Default
under this Ordinance.
Section 19. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES.
That the City Manager or the designee thereof is hereby authorized to have control of the Certificates
initially issued and delivered hereunder and all necessary records and proceedings pertaining to the
Certificates pending their delivery and their investigation , examination, and approval by the
Atto rney General of the State of Texas , and their registration by the Comptroller of Public Accounts
o f the State of Te x as. Upon registration of the Certificate s said Comptroller of Public Accounts ( or a
de puty design ated in writing to act for said . Comptroller) shall manually sign the Comptroller's
Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be
impressed , or placed in facsimile, thereon.
Section 20. OFFICIALS AUTHORIZED TO ACT ON BEHALF OF THE CITY. That
the Mayor, the City Manager, any Assistant City Manager, the Chief Financial Officer/Director of
Financial Management Services of the City , the City Secretary or any Assistant City Secretary, and
all other officers , employees , and agents of the City, and each of them , shall be and they are hereby
expressly authorized, empow ered and directed from time to time and at any time to do and perform
a l I s uch acts and things and to execute, acknowledge and deliver in the name and under the corporate
sea l and on behalf of the City all such instruments , whether herein mentioned , as may be necessary
or desirable in order to carry out the terms and provisions of this Ordinance and the Certificates,
including, but not limited to , conforming documents to receive the approval of the Attorney General
and to receive ratings from municipal bond rating agencies . The City Council 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 Certificates, in the amount determined in accordance
w ith the provisions of Section 1202.004, T exas Government Code. ·
19
Section 21. INTEREST EARNINGS. That the interest eammgs derived from th e
investm ent of pro c eeds from the sale of the Certificates may be us ed al ong with other proceeds for
the construction of the permanent improvements set fo rth in Section 2 hereof for which the
Certificates are issued; provided that afte r completion of such permanent impro vements , if any of
such interest earnings remain on ha nd, such interest earnings shall be deposited in the Interest and
Redemption Fund. It is further provided, however, that any interest earnings on proceeds which are
required to be rebated to the United States of America pursuant to this Ordinance hereof in order to
prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest
earnings for the purposes of this Section.
Section 22. AMENDMENT OF ORDINANCE. (a) Approval of Amendments. That the
holders of the Certificates aggregating a majority of the aggregate principal amount of then
outstanding Certificates 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 Certificates 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 Certificates so as to:
(I) Make any change in the maturity of the outstanding Certificates;
(2) Reduce thy rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal payable on the outstanding Certificates;
(4 )' Modify the terms of payment of principal of of\interest on the outstanding
Certificates or impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Certificates then outstanding; or
( 6) Change the minimum percentage of the principal amount of Certificates necessary
for consent to such amendment.
(b) Notice of Proposed Amendment. ff at any time the City shall desire to amend the
Ordinance under this Section, the City shall cause notice of the proposed amendment to be published
in a financial newspaper or journal published in The City ofNew 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 Certificates. Such publication is
not required, however, if notice in writing is given to each holder of Certificates.
( c) Consent to and Approval of Amendment. 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 Certificates 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
20
Paying Agent/Registrar, the Ci ty C o un cil may pass the amendatory ordinance in substantially the
sa me form.
(d) Passage of Amendatory Ordinance . Upon th e p assag e ofany amendatory ordinance
pursuant to the provisions of this Section , thi s Or din ance 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 Certificates shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such amendments.
( e) Con sent Irr evocable. Any consent given by the holder of a Certificate pursuant to the
pro v isions 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 Certificate during such period. Such consent may be revoked at any time
a fter 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
a nd the City, but such revocation shall not be effective if the holders of a majority in aggregate
principal amount of the then outstanding Certificates as in this Section defined have , prior to the
attempted revocation, consented to and approved the amendment.
(f) Determination of Ownership of Certificates. For the purposes of this Section, the
ownership and other matters relating to all Certificates registered as to ownership shall be
determined from the registration books kept by the Paying Agent/Registrar therefor. The Paying
A gent/Registrar may conclusively assume that such ownership continues until written notice to the
co ntrary is served upon the Paying Agent/Registrar.
(g) A mendm ents not R equiring Con se nt. The foregoing provisions of thi s Section
notwithstanding, the City by action of the City Council may amend this Ordinance without the
co nsent of the holders of the Certificates 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 holders of the Certificates or to surrender, restrict or limit any right or power
herein reserved to or conferred upon the City ;
(2) To make such provi s ions for the purpose of curing any ambiguity, or curing,
corre cting or supplementing any defective provision contained in this Ordinance, or in regard
to clarifying matters or questions arising under this Ordinance, including, without limitation ,
tho se matters described in Section 16(c)(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 Certificates; 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 previou s ly issued Certificates outstanding at the date of the adoption of such
modification shall cease to be outstanding.
S ection 23 . DEFEASANCE. (a) De/e ase d Certificates. That a ny C e rtificate and th e
inte rest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased
C e rtificate") within th e m e aning of this Ordinance , exc ept to the extent provided in subsection (c) of
21
this Section, when payment of the principal of such Certificate, plus inte re st thereon to the due date
(whether such due date be by reaso n of maturity or otherwise) either (i) shall have been made or
caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or
before such du e date by irrevocably depositing with or making available to the Paying
Agent/Regi s trar in accordance with an escrow agreement or other instrument (the "Future Escrow
Agreement") for such payment (1) lawful money of the United States of America sufficient to make
such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts
and at such times as will insure the availability, without reinvestment, of sufficient money to provide
for such payment, and when proper arrangements have been made by the Issuer with the Paying
Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due
and payable. At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder,
as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or
entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in
this Ordinance, and such principal and interest shall be payable solely from such money or
Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is
hereby provided that any determination not to redeem Defeased Certificates that is made in
conjunction with the payment arrangements specified in subsection 23(a)(i) or (ii) shall not be
irrevocable, provided that in the proceedings providing for such payment arrangements, the Issuer
expressly ( 1) reserves the right to call the Defeased Certificates for redemption; (2) gives notice of
the reservation of that right to the owners of the Defeased Certificates immediately following the
making of the payment arrangements; and (3) directs that notice of the reservation be included in any
redemption notices that it authorizes.
(b) Investment in Defeasance Securities. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,
maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance
Securities received by the Paying Agent/Registrar that is not required for the payment of the
Certificates and interest thereon, with respect to which such money has been so deposited, shall be
turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow
Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of
Defeased Certificates may contain provisions permitting the investment or reinvestm~nt of such
moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the
satisfaction of the requirements specified in subsection 23(a)(i) or (ii). · All income from such
Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment
of the Defeased Certificates, with respect to which such money has been so deposited, shall be
remitted to the Issuer or deposited as directed in writing by the Issuer.
( c) Paying Agent/Registrar Services. Until all Defeased Certificates shall have become
due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar
for such Defeased Certificates the same as if they had not been defeased, and the Issuer shall make
proper arrangements to provide and pay for such services as required by this Ordinance.
( d) Selection of Certificates for Defeasance. In the event that the Issuer elects to defease
less than all of the principal amount of Certificates of a maturity, the Paying Agent/Registrar shall
select, or cause to be selected, such amount of Certificates by such random method as it deems fair
and appropriate; provided, that during any period in which ownership of the Certificates is
determined only by a book entry at a securities depository for the Certificates, if fewer of all of the
Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular
22
Certificates shall be selected in accordance with th e arrangements between the City and the
securities depository.
Section 24. APPRAISAL REQUIREMENTS. That the City has satisfied or will satisfy
the appraisal requirements of Section 252.051, Texas Local Government Code, in the acquisition, if
any, ofreal property with proceeds of the Certificates.
Section 25. PREAMBLE. That the findings set forth in the preamble to this Ordinance are
hereby incorporated into the body of this Ordinance and made a part hereof for all purposes.
Section 26. RULES OF CONSTRUCTION. That for all purposes of this Ordinance,
unless the context requires otherwise, all references to designated Sections and other subdivisions
are to the Sections and other subdivisions of this Ordinance. The words "herein", "hereof'' and
"hereunder" and other words of similar import refer to this Ordinance as a whole and not to any
particular Section or other subdivision. Except where the context otherwise requires, terms defined
in this Ordinance to impart the singular number shall be considered to include the plural number and
vice versa. References to any named person shall mean that party and its successors and assigns.
References to any constitutional, statutory or regulatory provision means such provision as it exists
on the date this Ordinance is adopted by the City and any future amendments thereto or successor
provisions thereof. Any reference to the payment of principal in this Ordinance shall be deemed to
include the payment of any mandatory sinking fund redemption payments as described herein. The
titles and headings of the Sections and subsections of this Ordinance have been inserted for
convenience of reference only and are not to be considered a part hereof and shall not in any way
modify or restrict any of the terms or provisions hereof.
Section 27. IMMEDIATE EFFECT. Th~t in accordance with the provisions of Section
1201.028, Texas Government Code, this Ordinance shall be effective immediately upon its adoption
by the City Council.
[Execution Page Follows]
23
.\
Section 28. OPEN MEETING . That it is hereby officially found and determined that the
meeting at which this Ordinance was passed was open to the public, and public notice of the time,
place and purpose of said meeting was given, all as required by Chapter 551, Texas Government
Code, as amended.
ADOPTED AND EFFECTIVE April 13, 2021.
ATTEST:
APPROVED AS TO FORM AND LEGALITY:
Signature Page-Ordinance Authorizing Issua nc e of Certificates of Obligation
24
NO.
FORM OF CERTIFICATE
UNITED STATES OF AMERICA
STATE OF TEXAS
Exhibit A
to
Ordinance
$ _____ _
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION
SERIES 2021
MATURITY DA TE INTEREST RA TE DELIVERY DATE
July 13, 2021
CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "City" or the "Issuer"), being a political subdivision of the State of Texas, hereby
promises to pay to , or to the
registered assignee hereof (either being hereinafter called the "registered owner") the principal
amount of
DOLLARS ---------
and to pay interest thereon, from the Delivery Date specified above, to the Maturity Date specified
above, or the date of its redemption prior to scheduled maturity, at the interest rate per annum
specified above, with said interest payable on March 1, 2022, and semiannually on each September 1
and March •l thereafter; except that if this Certificate is required to be authenticated and the date of
its authentication is later than March 1, 2022, such interest is payable semiannually on each
September I and March 1 following such date. Interest on this Certificate shall be calculated on the
basis of a 360-day year consisting of twelve 30-day months.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of
the United States of America, without exchange or collection charges. At maturity or redemption
prior to maturity, the principal of this Certificate shall be paid to the registered ·owner hereof upon
presentation and surrender of this Certificate at the designated corporate trust office in Dallas, Texas
(the "Designated Trust Office"), of BOKF, NA, which is the "Paying Agent/Registrar" for this
Certificate. The payment of interest on this Certificate shall be made by the Paying Agent/Registrar
to the registered owner hereof on each interest payment date by check, dated as of such interest
payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer
required by the ordinance authorizing the issuance of this Certificate (the "Certificate Ordinance") to
be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such
check shall be sent by the Paying Agent/Registrar by United States mail, first-class, postage prepaid,
on each such interest payment date, to the registered owner hereof, at its address as it appeared on
the fifteenth day of the month preceding each such date (the "Record Date") on the Registration
Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at
A-1
maturity or redemption as provided herein shall be paid to the registered owner up on p resent ation
a nd surrend er of this Certificate for payment at th e Designated Tru st Office of the Paying
Agen t/Registrar. The Issuer covenants wi th the registered owner of thi s Certificate that on or before
each principal and interest pay m ent date fo r this Certificate it will make available to the Paying
Agent/Registrar, from the "Inte rest and Redemption Fund" created by the Certificate Ordinance, the
amounts required to pro v ide for the payment, in immediately available funds, of all principal of and
interes t on t he Certificates, when due. All Certificates of this Series are issuable solely as fully
reg iste red certificates , without interest coupons , in any integral multiple of $5,000 (an "Authorized
D enomination").
IN THE EVENT OF NON-PA YMENTofinterest on a scheduled payment date, and for 30
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date
of the past due interest ("Special Payment Date", which shall be 15 days after the Special Record
Date) shall be sent at least five business days prior to the Special Record Date by United States mail,
first-class postage prepaid , to the address of each registered owner of a Certificate appearing on the
Registration Books kept by the Paying Agent/Registrar at the close of business on the last business
day next preceding the date of mailing of such notice.
IF THE DA TE for the payment of the principal of or interest on this Certificate shall be a
Saturday , Sunday, a legal holiday, or a day on which banking institutions in the city where the
De s ignated Trust Office of the Paying Agent/Registrar is located are authorized by law or executive
o rder 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 clos e ; and
pay ment on such date shall have the same force and effect as if made on the original date payment
was due.
THIS CER TIFI CA TE is one of a Series of Certificates dated , 2021, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$18,500,000 , FOR THE PU:I~POSE OF PROVIDING PART OF THE FUNDS FOR PAYING
CONTRACTUALOBLIGATIONSTOBEINCURREDBYTHECITY,ASSETFORTHINTHE
CERTIFICATE ORDINANCE; and the payment of fiscal, engineering and legal fees incurred in
connection therewith.
ON MARCH 1, 2030 or on any date thereafter, the Certificates of this Series maturing on
September 1, 2030 and thereafter may be redeemed prior to their scheduled maturities, at the option
of the Issuer, in whole, or in part, at par and accrued interest to the date fixed for redemption. The
years of maturity of the Certificates called for redemption at the option of the City prior to their
stated maturity shall be selected by the City. The Certificates or portions thereofredeemed within a
maturity shall be selected by lot or other method by the Paying Agent/Registrar; provided, that
durin g any period in which ownership of the Certificates is determined only by a book entry at a
securities depository for the Certificates, iffewer than all of the Certificates of the same maturity and
bearin g the same interest rate are to be redeemed, the particular Certificates of such maturity and
be arin g s uch interest rate shall be selected in accordance with the arrangements between the Issuer
and the securities depository .
THE CERTIFICATES are also subject to mandatory redemption in part by lot pursuant to the
term s of the Ordinance, on September 1 in each of the years , with respect to Certificates
A-2
maturing September I, 20_, in the following years and in the following amounts, at a price equal to
the principal amount thereof and accrued and unpaid interest to the date of redemption, without
premium:
Principal ($)
* Final Maturity
To the extent, however, that Certificates subject to sinking fund redemption have been previously
purchased or called for redemption in part and otherwise than from a sinking fund redemption
payment, each annual sinking fund payment for such Certificates shall be reduced by the amount
obtained by multiplying the principal amount of Certificates so purchased or redeemed by the ratio
which each remaining annual sinking fund redemption payment for such Certificates bears to the
total remaining sinking fund payments , and by rounding each such payment to the nearest $5,000
integral; provided, that during any period in which ownership of the Certificates is determined only
by a book entry at a securities depository for the Certificates, the particular Certificates to be called
for mandatory redemption shall be selected in accordance with the arrangements between the City
and the securities depository.
NOTICE OF any such redemption of Certificates shall be given in the following manner, to-
wit, a written notice of such redemption shall be given to the registe lied owner of each Certificate or
a portion thereof being called for redemption not less than 30 days prior to the date fixed for such
redemption by depositing such notice in the United States mail, first-class postage prepaid, addressed
to each such registered owner at his address shown on the Registration Books of the Paying
Agent/Registrar. Any notice so mailed shall be conclusively presumed to have been duly given
notwithstanding whether one or more registered owners may have failed to have received such
notice. · By the date rixed for any such redemption due provision shall be made by the Issuer with the
Paying Agent/Registrar for the payment of the required redemption price for this Certificate or the
portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for
redemption. If such notice of redemption is given, and if due provision for such payment is made,
all as provided above, this Certificate, or the portion hereof which is to be so redeemed, thereby
automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the
date fixed for its redemption, and shall not be regarded as being outstanding except for the right of
the registered owner to receive the redemption price plus accrued interest to the date fixed for
redemption from the Paying Agent/Registrar out of the funds provided for such payment. The
Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of
this Certificate or any portion hereof. If a portion of any Certificate shall be redeemed a substitute
Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any
Authorized Denomination, at the written request of the registered owner, and in aggregate principal
amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the
surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Ordinance.
AS PROVIDED IN THE CERTIFICATE ORDINANCE, this Certificate may, at the request
of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged
for a like aggregate principal amount of fully registered certificates, without interest coupons,
A-3
p ayable to the ap propriate registered owner, assignee, or assignees, as the case may be, having the
same maturity date, and bearing interest at the same rate, in any Authorized D enom ination as
requested in writing by the appropriate registered owner, assignee , or assignees, as the case may be,
upon surrender of this Certific ate to the Paying Agent/Reg istrar at its Designated Trust Office for
cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance.
Among other requirements for such as signment and transfer, this Certificate must be presented and
surrendered to the Paying Agent/Registrar at its Designated Trust Office, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any
Authorized Denomination to the assignee or assignees in whose name or names this Certificate or
any such portion or portions hereof is or are to be transferred and registered. The form of Assign-
ment printed or endorsed on this Certificate may be executed by the registered owner to evidence the
assignment hereof, but such method is not exclusive, and other instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate
or any portion or portions hereof from time to time by the registered owner. The foregoing
notwithstanding, in the case of the exchange ofan assigned and transferred Certificate or Certificates
or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid
by the Issuer. The one requesting such exchange shall pay the Paying Agent/Registrar's reasonable
standard or customary fees and charges for exchanging any Certificate or portion thereof. In any
circumstance, any taxes or governmental charges required to be paid with respect thereto shall be
paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the
exercise of such privilege. In any circumstance, neither the Issuer nor the Paying Agent/Registrar
shall be required (1) to make any transfer or exchange during a period beginning at the opening of
business 30 days befote the day of the first mailing of a notice ofredemption of the Certificates and
ending at the close of business on the day of such mailing, or (2) to transfer or exchange any 1
Certificates so selected for redemption when such redemption is scheduled to occur within 30
calendar days; provided, however, such limitation of transfer shall not be applicable to an exchange
by the registered owner of an unredeemed balance of a Certificate called for redemption in part.
WHENEVER the beneficial ownership of this Certificate is determined by a book entry at a
securities depository for the Certificates, the foregoing requirements of holding, delivering or
transferring this Certificate shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to produce
the same effect.
. IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer,
resigns , or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance
that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will
cause written notice thereof to be mailed to the registered owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and
validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Certificate have been performed , existed, and been done in accordance with law; that this Certificate
is a direct obligation of said Issuer, issued on the full faith and credit thereof, and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate,
as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in said Issuer, and have been pledged for such payment, within the limit
A -4
prescribed by law; and that a limited pledge (not to exceed $1,000) of the surplus revenues from the
operation of the City's combined water and sewer system remaining after p ay ment of all operation
and maintenance expens es thereof and any other obligat ions heretofore or hereafter incurred to
which such revenu es have been or shall be encumbered by a lien on and pledge of such revenues
superi or to the lien on and pledge of such revenues to the Certificates, have be en pledged as
addit ional security for the Certificates.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by
such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and
available for inspection in the official minutes and records of the Issuer, and agrees that the terms
and provisions of this Certificate and the Certificate Ordinance constitute a contract between each
re g istered owner hereof and the Issuer.
IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile
signature of the Mayor of the Issuer, attested by the manual or facsimile signature of the City
Secretary, and approved as to form and legality with the manual or facsimile signature of the City
Attorney, and the official seal of the Issuer has been duly affixed to, or impressed, or placed in
facsimile, on this Certificate.
xxxxx xxxxx
City Secretary , CS:it y of Fort Worth, Texas Mayor, City of Fort Worth , Texas
APPROVED AS TO FORM:
xxxxx
City Attorney, City of Fort Worth , Texas (SEAL)
A-5
[FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICA T I ON CERTIFICATE]
(To be executed if this Certificate is not accompanied by an executed
Registration Certificate of the Comptroll er of Public Accounts of the State of Texas)
PA YING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Certificate of Obligation has been issued under the provisions
of the proceedings adopted by the Issuer as described in the text of this Certificate of Obligation; and
that this Certificate of Obligation has been issued in exchange for or replacement of a certificate of
obligation, certificates of obligation, or a portion of a certificate of obligation or certificates of
obligation of an issue which originally was approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts of the State of Texas.
Dated -----
BOKF, NA, Paying Agent/Registrar
Authorized Signatory
A-6
.\
[FORM OF ASSIGNMENT]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereb y sells , assigns and transfers unto
(Please in sert Social Security or Taxpayer Identification Number of Transferee)
I I ---------
(Please print or typewrite name and address, including zip code of Transferee)
the within Certificate of Obligation and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney to --------------------------
register the transfer of the within Certificate of Obligation on books kept for registration thereof,
with full power of substitution in the premises.
Dated: ----------
Si gnature Gu aranteed:
NOTIC E : Signature(s) must be guaranteed by
a member firm of the New York Stock
Exch ange or a commercial bank or trust
co mpany.
A-7
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
[F ORM OF COMPT ROL L ER 'S REGI STRATION CERTIFICATE ]
OFFICE OF COMPTROLLER
REGISTER NO.
ST A TE OF TEXAS
---
I hereby certify that this Certificate of Obligation has been examined , certified as to validity,
and approved by the Attorney General of the State of Texas and that this Certificate of Obligation
has been registered by the Comptroller of Public Accounts of the State of Texas.
(SEAL)
Witness my signature and seal this _______ _
Comptroller of Public Accounts of
the State of Texas
A-8
The Initial Certificate sh a ll be in the form set forth above, except that the form of the single fully
registered Initial Certificate shall be modified as foUows:
(i) immediately under th e name of the Ce rtificate the headings "Maturity Date", "Interest
Rate", "Delivery Date" and "CUSIP" shall be omitted; and
(ii) P aragraph one shall read as follows:
Registered Owner:
Principal Amount:
Delivery Date: July 13 , 2021
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,·
TEXAS (the "Issuer") promises to pay to the Registered Owner named above, or the registered
assigns thereof, the Principal Amount hereinabove stated on September I in each of the years and in
principal installments in accordance with the following schedule:
(Information to be inserted from the Official Bid Form)
and to piiy interest thereon from the' delivery date specified above, on March 1, 2022 and
semiannually on each September 1 and March 1 thereafter to the maturity date specified above , orto
the date of redemption prior to maturity , at the interest rate per annum specified above. Interest shall
be calculated on the basis of a 36 0-day year consisting of twelve 30-day months.
A-9
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 16 of this Ordinance.
Annual Financial Statements and Operating Data
Exhibit B
to
Ordinance
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 Certificates 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 16 of this Ordinance the City has
agreed to annually update such financial information and operating data in accordance with Rule
15c2-12, promulgated by the United States Securities and Exchange Commission.
Accounting Principles
The accounting principles referred to in Section 16 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
B-1
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WlSE, PARKER AND JOHNSON
CrTY 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 April 13, 2021,
and of the ordinance authorizing the issuance of Combination Tax and Revenue Certificates of
Obi igation, Series 2021, which was duly passed at said meeting, and that said copy is a true and
correct copy of said excerpt and the whole of said ordinance.
In testimo~hereof, I have set my hand and have hereunto affixed the seal of said City of
Fort Worth, thisl day of April, 2021.
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 04/13/21 M&C FILE NUMBER: M&C 21-0261
LOG NAME: 13SERIES 2021 COMBINATION TAX & REV CERTIFICATES OF OBLIGATION
SUBJECT
(CD 5) Adopt Attached Ordinance Authorizing Issuance and Sale of Series 2021 Combination Tax and Revenue Certificates of Obligation in an
Aggregate Principal Amount Not to Exceed $18 ,500 ,000 .00 for the TIF-Funded Trinity Boulevard Project , Establishing Parameters with Respect to
Sale of the Certificates , Delegating to Designated City Officials Authority to Effect Sale of the Certificates , and Enacting Other Provisions Related
to the Subject and Adopt Attached Appropriation Ordinance
RECOMMENDATION:
It is recommended that the City Council :
1 . Adopt the attached ordinance authorizing the issuance of Series 2021 Combination Tax and Revenue Certificates of Obligation in an
aggregate principal amount not to exceed $18,500 ,000.00 ; authorizing execution of all related documents ; and approving the sale of the
certificates subject to certain parameters being met, including providing for levy , assessment and collection of a property tax sufficient to pay
the interest on and principal of the certificates if other revenues are not otherwise available and appropriated for those payments;
delegating to designated City officials authority to effect the sale ; and ordaining other matters related thereto ; and
2 . Adopt the attached ordinance increasing estimated receipts and appropriations in the Trinity Lakes Tax Incremental Financing Certificates of
Obligation 2021 Fund in the amount of $19 ,000 ,000.00, for the purpose of paying (i) contractual obligations incurred or to be incurred for
the financing of improvements to Trinity Boulevard within the City , and the payment of fiscal , engineering and legal fees incurred and (ii) costs
of issuance of the certificates , with appropriations subject to the sale of the certificates and receipt of proceeds and all identified amounts
being subject to reduction to conform to final figures reflected in closing documents and with any excess cost of issuance funds remaining
after closing being transferred to the general 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 2021
Combination Tax and Revenue Certificates of Obligation (C .O.s) and appropriation of proceeds for the purpose of financing (i) improvements to
Trinity Boulevard , and (ii) costs of issuance of the C .O.s.
Under state law the City Council has the authority to issue C.O .s without explicit prior voter approval , provided that notice of the intent to issue
C.O.s is published in a newspaper and posted online in accordance w ith state law, providing the public an opportunity to petition for an election to
be held . City Council authorized the Notice of Intent on February 23 , 2021 (M&C 21 -0113). In addition , the City has established financial policies
governing the issuance of C .O .s that limit their use to finance public improvements in special circumstances and only after determining the City's
ability to assume additional debt. An example of special circumstances is a situation , such as the one posed here , where it would be more
economical to issue C.O.s rather than revenue bonds.
The Trinity Boulevard project , which includes certain improvements to road , sidewalk , and stormwater infrastructu re , qualifies for C .O. financing
under both state law and City policy. The Board of the adjacent Tax Increment Reinvestment Zone No .14 -Trinity Lakes (TIF) has authorized
participation in the project, and the City Council previously approved a TIF development agreement in the amount of $18 ,500 ,000.00 for the project
(M&C 20-0939).
Although the City anticipates the entire cost of the C.O .s to be repaid from TIF revenues , staff is recommending issuance of combination tax and
revenue C .O .s with the City's taxing authority and a limited pledge of surplus water and sewer revenues (not to exceed $1 ,000.00). Pledging the
City 's tax authority will allow the debt financing to achieve a more favorable interest rate . Making a limited pledge of surplus water and sewer
revenues meets state law provisions that require identification of a revenue source when us ing revenue as a potential source of repayment.
Staff is recommending that these obligations be sold through a competitive sale with identified City representatives being authorized to approve
the terms of the sale so long as it comes within the parameters set forth in the Council-adopted ordinance . Key parameters include requiring the
net effective interest rate not to exceed 2.50% and providing for levy , assessment and collection of a tax sufficient to pay the interest on and
principal of the obl igations if other revenues are not otherwise available and appropriated for those payments. Additionally , the C .O.s are
structured w ith a maximum maturity date of September 1, 2033 to coincide with the expiration of the TIF .
Subsequent to accepting the best bid and awarding the sale of the bonds , the City will seek approval of the C.O.s from the Texas Attorney General
with an estimated closing date on or around July 13 , 2021. The attached appropriation ordinance reflects the maximum appropriation amount for
the proceeds of the certificates . 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 certificates . To the extent
numbers at closing are less than those reflected in the ordinance , the available appropriation amount w ill 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 for use toward repayment of the C .O .s .
This project is located in COUNCIL DISTRICT 5 with the C .O .s expected to be fully repaid from a TIF in that district but with the obligations being
supported the full faith and credit of the City as a whole .
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 series 2021 Combination Tax and Revenue
Certificates of Obligation will occur as required under the parameters set forth therein , that funds will be available in the Trinity Lakes TIF CO
2021 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: Jay Chapa 5804
Originating Business Unit Head:
Additional Information Contact:
Expedited
Reginald Zeno 8517
Anthony Rousseau 8338
Alex Laufer 2268