HomeMy WebLinkAboutOrdinance 24806-04-2021THE ST A TE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON
CITY 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
Council members,
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:
Councilmember~uced an ordinance and moved its passage. The motion
was seconded by Councilmember ~e ordinance was read by the City Secretary. The
motion, carrying with it the passage of the ordinance prevailed by a vote of f YEAS , O NA YS.
The ordinance as passed is as follows:
PROVIDING FOR THE ISSUANCE OF CITY OF FORT WORTH, TEXAS
G E N E RAL P URPOSE REFUNDING AND IMPROVEME NT BONDS, SERIES
2021, IN A N AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$166,300,000 ; E STABLISHING PARAMETERS WITH RESPECT TO THE SALE
O F THE BONDS; D E LEGATING TO DESIGNATED CITY OFFICIALS THE
AUTHORITY TO EFFECT THE SALE OF THE BONDS; WAIVING PORTION
OF CITY FINANCIAL POLICY REGARDING SAVINGS THRESHOLD TO BE
ACHIEVED FROM DEBT REFUNDING; ENACTING OTHER PROVISIONS
RELATING TO THE SUBJECT; AND DECLARING AN IMMEDIATE
EFFECTIVE DATE
WHE REAS, the City of Fort Worth, Texas (the "City" or the "Issuer"), is a "home-rule" city
o pe ra ting under a home-rule charter adopted pursuant to Section 5 of Article XI of the Texas
Co ns titution, with a populatio n according to the latest federal decennial census of in excess of 50,000;
and
WH E REAS, the City Council of the City finds that the outstanding o bligations described in
Schedule I attached to thi s Ordinance (the "Refunded Obligations") are eligible to be refunded; and
WHEREAS, the City Council finds that the issuance of the bonds authorized by this Ordinance
for the purpo se of refunding all or a portion of the outstanding obligations described in Schedule I
attached to this Ordinance is in furtherance of the public purposes described in this Ordinance; and
WHE REAS, the bonds hereinafter authorized to refund the Refunded Obligations are to be
iss ued and delivered pursuant to the laws of the State of Texas, including specifically Chapter 1207,
T exas Government Code ("Chapter 1207"); and
WHE REAS, it is deemed advisable and in the best interest of the City that certain general
purpo se bonds authorized at elections previously held in the City be combined in a single issue and sold
at thi s time, the date of election, amount of bonds authorized thereat, purpose, amount of bonds
previo usly sold , and the amount now to be sold being as follows :
DAT E OF AMOUNT AMOUNT AMOUNT
ELECTION &U il:I QRI ZE I2 PURPOSE PB.EY!OU SLY SO!.I:l NOl£ OEJ;:E !l.EQ
Ma y 5, 20 18 $ 26 1,630,080 Stree t and Ped . Mo bili ty $105,000 ,000 $ 49,400,000
Ma y 5, 20 18 84,1 80,600 Park & Recrea ti o n 26,00 0,000 20 ,000,000
May 5 , 20 18 9,868 ,500 Library Syste m -0--0-
May 5 , 20 18 11 ,975,8 20 Fire Safety 4,000,000 -0-
May 5, 20 18 13,770,000 Animal Care & Shelt er -0-13,770,000
May 5 , 20 18 18 075 000 Po lic e Station JS ooo ooo
$3 99 ,500,000 $150 ,000,00 0 $ 8 3,170,000
*In cl ud es Premium
WHEREAS, the bonds hereinafter authorized to fund the projects hereinafter described are to
be iss ued and deli vered pursuant to the laws of the State of Texas, including specifically Chapter 1331,
T exas Gove rnment Code ("Chapter 1331 ") and Chapter 1371, Texas Government Code ("Chapter
1371 "); and
WH E REA S, because of fluctuating conditions in the municipal bond market, the City Council
d ele gates to the City Manager and the Chief Financial Officer/Director of Financial Management
Se rvic es o f the City, individually, but not collectively (each, a "Pricing Officer"), the authority to effect
the sale of the bonds authorized by this Ordinance, subject to the parameters described in this
Ordinance.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH, TEXAS:
1. That the bond or bonds of the City to be called "General Purpose Refunding and
Improvement Bonds, Series 2021" (the "B onds"), shall be issued under and by virtue of the Constitution
and laws of the State of Texas and the Charter of the City in an aggregate principal amount not to
exceed $166,300,000 for the purpose of (i) refunding the Refunded Obligations, (ii) constructing street
and pedestrian mobility improvements, park and recreation improvements and animal care and shelter
improvements, and (iii) paying the costs of issuance associated with the issuance of the Bonds. The
Bonds are authorized pursuant to Chapter 1207, Chapter 1331, Chapter 1371, and other applicable laws
of the State of Texas. The City Council hereby delegates to the Pricing Officer the decision to conduct
the sale of the Bonds through a competitive sale, in the manner provided in this Ordinance. The
authority delegated to the Pricing Officer to effect the sale of the Bonds expires at the close of business
on Thursday, September 30, 2021 .
2. (a) That the Bonds shall be sold as fully registered bonds, without interest coupons,
numbered consecutively from R-1 upward, payable to the respective initial registered owners of the
Bonds, or to the registered assignee or assignees of the Bonds, in integral multiples of $5,000 (an
"Authorized Denomination"), maturing not later than March 1, 2041, payable serially or otherwise on
the dates, in the years and in the principal amounts, and dated, all as set forth in the bidding instructions
prepared in connection with the sale of the Bonds (the "Bidding Instructions") and the bid form to be
submitted by bidders seeking to purchase the Bonds (the "Official Bid Form"). The foregoing
notwithstanding, the City agrees to cause to be delivered to the Paying Agent/Registrar one (1) initial
Bond numbered T-1 (the "Initial Bond") and registered to the initial purchasers of the Bonds, following
the approval by the Attorney General and the registration by the Comptroller, as further provided in the
FORM OF BOND.
(b) A Pricing Officer, acting for and on behalf of the City, is hereby authorized to seek
competitive bids for the sale of the Bonds authorized to be sold by this Ordinance, and is hereby
authorized to prepare and distribute the Bidding Instructions and the Official Bid Form with respect to
seeking competitive bids for the sale of the Bonds. The Bidding Instructions shall contain the terms and
conditions relating to the sale of the Bonds, including the date bids for the purchase of the Bonds are to
be received, the date of the Bonds, any additional designation or title by which the Bonds shall be
known, the aggregate principal amount of the Bonds to be sold, the price at which the Bonds will be
sold, the years in which the Bonds will mature, the principal amount to mature in each of such years, the
principal amount of the Bonds, if any, to be sold for the purpose of funding the construction of the
improvements described in Section 1 of this Ordinance (in no event, however, shall the principal
amount of the Bonds sold for this purpose exceed $83,170,000), the principal amount of the Bonds, if
any, to be sold for the purpose of refunding the Refunded Obligations, the rate or rates of interest to be
borne by each such maturity, the interest payment periods, the dates, price, and terms upon and at which
the Bonds shall be subject to redemption prior to maturity at the option of the City, as well as any
mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale and
delivery of the Bonds so sold including, without limitation, the use of municipal bond insurance for the
Bonds. A Pricing Officer, acting for and on behalf of the City, is hereby authorized to receive and
accept bids for the sale of Bonds in accordance with the Bidding Instructions on such date as
determined thereby. The Bonds so sold shall be sold at such price as the Pricing Officer of the City
shall determine to be the most advantageous to the Issuer, which determination shall be evidenced by
the execution thereby of the Official Bid Form submitted by the best and winning bidder. As a
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condition to execu ti ng th e Official Bid Form, the Bonds must bear a rating at a le v el such that the
Bonds satis fy the r equirements of Chapter 1371 to constitute "obliga tion s ", as s uch term is defined in
Chapter 1371. One Bond in the principal amount m a tu ring o n each maturity date as set forth in the
Official Bid Form shall be delivered to the initial purchasers thereof, and such purchasers shall have the
right to exchange such bonds as provide d in Section 5 hereof without cost. The Bonds shall initially be
registered in the name as set forth in the Official Bid Form. In case any officer whose signature shall
appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature shall
nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office
until such delivery. A Pricing Officer shall not execute the Official Bid Form unless the best bidder has
confirmed to such Pricing Officer that either it has made disclosure filings to the Texas Ethics
Commission in accordance with Section 2252. 908, Texas Government Code, or is exempt from making
s uch filings under Section 2252.908( c)( 4), Texas Government Code. Within thirty (30) days of receipt of
a ny disclosure filing from the best bidder for the Bonds, the City will acknowledge such disclosure filing
in accordance with the rules of the Texas Ethics Commission. Any finding or determination made by a
Pricing Officer relating to the issuance and sale of the Bonds shall have the same force and effect as a
finding or determination made by the City Council. By adoption of this Ordinance, the Chief Financial
Officer/Director of Financial Management Services of the City, as a Pricing Officer, is designated a
s pecial Acting Assistant City Manager for the limited purposes of executing certificates, agreements,
notices, instruction letters, requisitions, and other documents on behalf of the City in accordance with
thi s Ordinance.
( c) The Bonds shall not be sold for the purpose of refunding the Refunded Obligations defined
in Schedule I as the "Obligations Refunded for Savings", unless the refunding of the Obligations
Refunded for Savings results in a minimum net present value savings of at lea st 2.50% percent. The
amount of the savings to be realized from the refunding of the Obligations Refunded for Savings shall
be set forth in a certificate to be executed by the Chief Financial Officer/Director of Financial
M anagement Services of the City. The City Council hereby affirmatively waives the provision in its
"Financial Management Policy Statements -Debt Policy" specifying that a current refunding should
g enerate a net present value savings of at least 3.50% of the par amount of the refunded maturities. The
refunding of the Obligations Refunded for Savings for a debt service savings is a public purpose.
(d) The City Council finds that the refunding of the Refunded Obligations styled City of Fort
Worth, Texas Tax Notes, Series 202 1A (the "Refunded Tax Notes"), shall not result in a net present
value loss to the City in exce ss of $4,440,000. The City Council finds that the refunding of the aggregate
principal amount of the Refunded Tax Notes is in the best interests of the City, for the following
reasons: at the time the City issued the Refunded Tax Notes, it was anticipated that it would be
necessary to refund the Refunded Tax Notes to avoid the payment of debt service in the manner
amortized when the Refunded Tax Notes were issued, and current economic conditions make it
fa vorable to effect a refunding of the Refunded Tax Notes in a manner that minimizes the loss to be
incurred as a result of the refunding of the Refunded Tax Notes and extending the maturity thereof
b ey ond March 1, 2026, the final year of maturity of the Refunded Tax Notes. The City Council hereby
a ffirmatively waive s the provision in its "Financial Management Policy Statements -Debt Policy"
specifying that a current refunding should generate a net present value savings of at least 3.50% of the
par amount of the refunded maturities, and finds that refunding the Refunded Tax Notes to extend the
amortization period is a public purpose. This finding is made in accordance with the provisions of
Section 1207.008, Texas Government Code. A Pricing Officer may elect not to refund any or all of the
o bliga tions listed in Schedule I, but in no event shall the Bonds be issued for the purpose of refunding
(i) the Obligations Refunded for Savings if the refunding of the aggregate principal amount of the
obligations selected fo r refunding does not exceed the minimum net present value savings established
a bove and (ii) the Refunded Tax Notes if the refunding of the aggregate principal amount of the
o bligations selected for refunding exceeds the maximum net present value loss established above . The
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Chief Financial Officer/Director of Financial Management Services of the City shall execute and deliver
t o the Ci ty Council prior to the delivery o f the Bonds a certificate identifying the Refunded Obligations
to b e refunded from proceeds of the Bonds and stating that the net present value savings resulting from
the refunding of the Obligations Refunded for Savings exceeds the minimum net present savings
threshold established above and that the net present value loss resulting from the refunding of the
Refunded Tax Notes is no greater than the maximum savings cap established above. The certificate
shall specifically state the net present value savings realized by the City as a re sult of r e funding the
Obligations Refunded for Savings and the net present value loss realized by the City as a result of
refunding the Refunded Tax Notes. The determination of a Pricing Officer relating to the issuance and
sale of Bonds to refund all or any of the Refunded Obligations shall have the same force and effect as a
determination made by the City Council.
(e) The City Council authorizes the City Manager and the Chief Financial Officer/Director of
Financial Management Services of the City to provide for and oversee the preparation of a preliminary
and final official statement in connection with the issuance of the Bonds, and to approve the preliminary
and final official statement and deem the preliminary official statement final, and to provide it to the
initial purchasers of the Bonds, in compliance with the Rule. The final Official Statement in the form
and content approved by a Pricing Officer shall be deemed to be approved by the City Council and
constitute the Official Statement authorized for distribution to and use by the initial purchasers of the
Bonds .
3. (a) That the Bonds may be subject to redemption prior to their scheduled maturities at the
option of the City, on the dates and in the manner provided in the Bidding Instructions. Should the
Bonds be subject to redemption prior to their scheduled maturities, ifless than all of the Bonds are to be
redeemed by the City, the City shall determine the maturity or maturities and the amounts to be
redeemed and shall direct the Paying Agent/Registrar to call by lot Bonds, or portions of Bonds, within
a maturity and in the principal amounts for redemption; provided, that during any period in which
ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if
fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed,
the particular Bonds shall be selected in accordance with the arrangements between the City and the
securities depository. The FORM OF BOND shall be revised to reflect any optional redemption of the
Bonds, to the extent provided in the Bidding Instructions and incorporated by reference into the
Official Bid Form accepted by a Pricing Officer as the best bid on the Bonds.
(b) Should the Official Bid Form provide for the mandatory sinking fund redemption of the
Bonds, the terms and conditions governing any mandatory sinking fund redemption and the payment of
mandatory sinking fund payments shall be set forth therein, and the FORM OF BOND shall be revised
to reflect any mandatory sinking fund redemption of the Bonds, to the extent provided in the Official
Bid Form accepted by a Pricing Officer as the best bid on the Bonds.
(c) The City shall cause notice of any redemption of Bonds to be given in the manner provided
in the FORM OF BOND. The optional redemption of Bonds at the option of the City may be made
conditional upon the occurrence of certain events, as may be provided for in the FORM OF BOND.
By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar
for the payment of the required redemption price for the Bonds or the portions thereof which are to be
so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of
redemption is given (to the extent notice is required to be given), as provided in the FORM OF BOND,
and if due provision for such payment is made, all as provided above, the Bonds or the portions thereof
which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled
maturities, and shall not bear interest after the date fixed for their redemption, and shall not be regarded
as being outstanding except for the right of the registered owner to receive the redemption price plus
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accrued interest to th e d a te 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
redemptio ns of principal of the Bonds or any portion thereof. If a portion of any Bond shall be
r ed ee med a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in
any denomination or denominations in any integral multiple of $5,00 0 (an "Authorized Denomination"),
at the written request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereo f for
cancellation, at the expense of the City, all as provided in this Ordinance.
4 . That the Bonds shall bear interest at the rates per annum set forth in the Official Bid Form
accepted as the best bid. The interest on the Bonds shall be payable to the registered owner of any such
Bond on the dates and in the manner provided in the FORM OF BOND set forth in Exhibit A to this
Ordinance. Interest on the Bonds shall be calculated on the basis of a 360-day year consisting of twelve
30-day months. The Bonds shall not have a net effective interest rate, calculated in accordance with
Chapter 1204, Texas Government Code, in excess of 3.00%.
5. (a) That the City shall keep or cause to be kept at the designated corporate trust office in
Dallas, Texas (the "Designa ted Payment Office") ofBOKF, NA (the "Paying Agent/Registrar"), or such
other bank, trust company, financial institution, or other agency named in accordance with the
provisions of (g) below, books or records of the registration and transfer of the Bonds (the "Registration
Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to
keep such books or records and make such transfers and registrations under such reasonable regulations
as the City and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make
such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to
o btain from the registered owner and record in the Registration Books the address of such registered
owner of each Bond to which ,payments with respect to the Bonds shall be mailed, as hereip provided.
The City or its designee shall have the right to inspect the Registration Books during regular busines s
hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Regis-
tration Books confidential and, unless otherwise required by law, shall not permit their inspection by
any other entity. Registration of each Bond may be transferred in the Registration Books only upon
presentation and surrender of such Bond to the Paying Agent/Registrar for transfer of registration and
cancellation, together with proper written instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of such Bond, or any·
portion thereof in a ny Authorized Denomination, to the assignee or assignees thereof, and the right of
s uch assignee or assignees to have such Bond or any such portion thereof registered in the name of such
assignee or assignees. Upon the assignment and transfer of any Bond or any portion thereof, a new
substitute Bond or Bonds shall be issued in exchange therefor in the manner herein provided.
(b) The entity in whose name any Bond shall be registered in the Registration Books at any time
shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether such Bond
shall be overdue, and the City and the Paying Agent/Registrar shall not be affected by any notice t o the
contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such
Bond shall be made only to such registered owner. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
( c) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for
p ay ing the principal of and interest on the Bonds, and to act as its agent to exchange or replace Bonds,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments
made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all exchanges
thereof, and all replacements thereof, as provided in this Ordinance.
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(d) Each Bond may be exchanged for fully regis tered bonds in the manner set forth herein.
Each Bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal
amount thereof, may, upon s urrender there of at the Designated Payment Office of the Paying
Agent/Registrar, together wi th a written request therefor duly executed b y the registered owner or the
ass ignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee
of sig n a tures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such
assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons,
in the form prescribed in the FORM OF BOND, in any Authorized Denomination (subject to the
requirement hereinafter stated that each substitute Bond shall have a single stated maturity date), as re-
quested in writing by such registered owner or such assignee or assignees, in an aggregate principal
amount equal to the unredeemed principal amount of any Bond or Bonds so surrendered, and payable
to the appropriate registered owner, assignee, or assignees, as the case may be. If a portion of any Bond
shall be redeemed prior to its scheduled maturity as provided herein, a substitute Bond or Bonds having
the same maturity date, bearing interest at the same rate, in any Authorized Denomination at the request
of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof,
will be issued to the registered owner upon surrender thereof for cancellation. If any Bond or portion
thereof is assigned and transferred, each Bond issued in exchange therefor shall have the same principal
maturity date and bear interest at the same rate as the Bond for which it is being exchanged. Each
substitute Bond shall bear a letter and/ or number to distinguish it from each other Bond. The Paying
Agent/Registrar shall exchange or replace Bonds as provided herein, and each fully registered Bond
delivered in exchange for or replacement of any Bond or portion thereof as permitted or required by any
provision of this Ordinance shall constitute one of the Bonds for all purposes of this Ordinance, and
may again be exchanged or replaced. It is specifically provided, however, that any Bond delivered in
exchange for or replacement of another Bond prior to the first scheduled interest payment date on the
Bonds (as stated on the face thereof) shall be dated the same date as such Bond, but each substitute
BoNd so delivered on or after such first scheduled interest payment date shall be dated as of the interest
payment date preceding the date on which such substitute Bond is delivered, unless such substitute
Bond is delivered on an interest payment date, in which case it shall be dated as of such delivery date;
provided, however, that if at the time of delivery of any substitute Bond the interest on the bond for
which it is being exchanged has not been paid, then such substitute Bond shall be dated as of the d ate to
which such interest has been paid in full. On each substitute Bond issued in exchange for or replace-
ment of any Bond or Bonds issued under this Ordinance there shall be printed thereon a Paying
Agent/Registrar's Authentication Certificate, in the form hereinafter set forth in the FORM OF BOND
(the "Authentication Certificate"). An authorized representative of the Paying Agent/Registrar shall,
before the delivery of any such substitute Bond, date such substitute Bond in the manner set forth
above, and manually sign and date the Certificate, and no such substitute Bond shall be deemed to be
issued or outstanding unless the Certificate is so executed. The Paying Agent/Registrar promptly shall
cancel all Bonds surrendered for exchange or replacement. No additional ordinances, orders, or
resolutions need be p assed or adopted by the City Council or any other body or person so as to
accomplish the foregoing exchange or replacement of any Bond or portion hereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds in the
manner prescribed herein. Pursuant to Chapter 1206, Texas Government Code, the duty of exchange
o r replacement of any Bond as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon
the execution of the Authentication Certificate, the exchanged or replaced Bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the Bonds which
originally were d elivered pursuant to this Ordinance, approved by the Attorney General, and registered
by the Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar shall be
required (1) to issue, transfer, or exchange any Bond during a period beginning at the opening of busi-
ness 30 days before th e day of the first mailing of a notice of redemption of Bonds and ending at the
close of business on the day of such mailing, or (2) to transfer or exchange any Bond so selected for
redemption in whole when such redemption is scheduled to occur within 30 calendar days.
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(e) All Bonds issued in exchange or replacement of any other Bond or portion thereof (i) shall
be issued in fully registered form , wi thout interest coupons, with the principal of and in terest o n such
Bond s t o b e payab le only to the registere d owners thereof, (ii) m ay b e re d eem ed p rio r to their scheduled
maturities, (iii) may be transferred and assigned, (iv) may b e exchanged for other Bonds, (v) shall have
the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Bonds
s hall be payable, all as provided, and in the manner required or indicated, in the FORM OF BOND .
(f) The City shall pay the Paying Agent/Registrar's reasonable and customary fees and charges
for m aking transfers of Bonds, but the registered owner of any Bond requesting such transfer shall pay
any taxes or other governmental charges required to be paid with respect thereto. The registered owner
of any Bond requesting any exchange shall pay the Paying Agent/Registrar's reasonable and standard or
cus tomary fees and charges for exchanging any such Bond or portion thereof, together with any taxes or
governmental charges required to be paid with respect thereto, all as a condition precedent to the
exercise of such privilege of exchange, except, however, that in the case of the exchange of an assigned
and transferred Bond or Bonds or any portion or portions thereof in any Authorized Denomination,
and in the case of the exchange of the unredeemed portion of a Bond which has been redeemed in part
prior to maturity, as provided in this Ordinance, such fees and charges will be paid by the City. In
addition, the City hereby covenants with the registered owners of the Bonds that it will (i) pay the
re asonable and standard or customary fees and charges of the Paying Agent/Registrar for its services
with respect to the payment of the principal of and interest on the Bonds, when due, and (ii) pay the
fe e s and charges of the Paying Agent/Registrar for services with respect to the transfer or registration of
Bonds solely to the extent above provided, and with respect to the exchange of Bonds solely to the
ex tent above pro vided.
(g) The City covenants with the registered owners of the Bonds that at all times while the Bonds
ar e outstanding the City will provide a competent and legally qualified bank, trust company, finao,cial
in s titution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds
under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the
ri ght to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written
n o tice to the P aying Agent/Registrar. In the event that the entity at any time acting as Paying
A g ent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise
ce as e to act as such, the City cov enants that promptly it will appoint a competent and legally qualified
natio nal or state banking institution which shall be a corporation organized and doing business under
th e laws o f the United States of America or of any state, authorized under such laws to exercise trust
p owers, subject to supervision or examination by federal or state authority, and whose qualifications
s ubstantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under
this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and
appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a
w ritten notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the
Bonds, b y United States mail, first-class postage prepaid, which notice also shall give the addres s 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
co p y of this Ordinance shall be delivered to each Paying Agent/Registrar.
(h) Each redemption notice, whether required in the FORM OF BOND or otherwise by this
Ordinance, shall contain a description of the Bonds to be redeemed, including the complete name of the
Bonds, the series, the date of issue, the interest rate, the m a turity date, the CUSIP number, the amo unts
called for redemption, the mailing date for the notice, the date of redemption, the redemption price, the
n am e o f the P ay ing Agent/Registrar and the address at which the Bond may be redeemed, including a
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contact person and telephone number. All redemption p ay ments made by the P aying Agent/Registrar
to the registered owners of the Bonds shall incl ude CUSIP numbers relating to each amount paid to
s u ch registered owner.
(i) With respect to the Bonds , to the extent required by the Code and the regulations
promulgate d thereunder, the Paying Agent/Registrar shall report to the Registered Owners an d the
Internal Revenue Service (i) the amount of" reportable payments", if any, subject to backup withholding
during each year and the amount of tax withheld, if any, with respect to payments of the Bonds, and (ii)
the a mount of interest or amount treated as interest on the Bonds and required to be included in the
gross income of the Registered Owner thereo f.
6. That the form of all Bonds, including the form of the Comptroller's Registration Certificate
to accompany the Bonds on the initial delivery thereof, the form of the Authentication Certificate, and
the Form of Assignment to be printed on each of the Bonds, shall be, respectively, substantially as set
forth in Exhibit A to this Ordinance, with such appropriate variations, omissions, or insertions as are
permitted or required by this Ordinance.
7. (a) That a special fund or account, to be designated the "City of Fort Worth, Texas Series
2021 General Purpose Refunding and Improvement Bonds Interest and Redemption Fund" (the
"Interest and Redemptio n Fund") is hereby created and shall be established and maintained by the City.
The Interes t and Redemption Fund shall be kept separate and apart from all other funds and accounts
of the City, and shall be used only for paying the interest on and principal of the Bonds. All taxes levied
and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the
Interes t and Redemption Fund. During each year while any Bond is outstanding and unpaid, the City
Council of the City shall compute and ascertain the rate and amount of ad valorem t ax, based on the
la t est approved tax rolls of the City, with full allowances being made for tax delinquencies and costs of
tax collections, which will be sufficient to raise and produce the money required to pay the interest on
the Bonds as such interest comes due, and to provide a sinking fund to pay the principal (including
mandatory sinking fund redemption payments, if any) of the Bonds as such principal matures, but never
less than 2% o f the outstanding principal amount of the Bonds as a sinking fund each year. Said rate
a nd a mount o f a d valorem tax is hereby ordered to be levied and is hereby levied against all taxable
property in the City for each year w hile any of the Bonds is outstanding and unpaid, and said ad valorem
tax shall be assessed and collecte d each s uch year and d e posited to the credit of the Interes t and
R ed emption Fund. Said ad valorem taxes necessary to pay the interest on and principal of the Bonds, as
s u c h interest comes due, and such principal matures or comes due through operation of the mandatory
sinking fund redemption, if any, as prov ided in the FORM OF BOND, are hereby pledged for such
purpose, within the limit prescribed b y law.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge
of ad valorem taxes m ade under Sectio n 7(a) of this Ordina nce, and such pledge is therefore valid,
effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and
unpaid such that the pledge of ad valorem taxes made by the City under Section 7(a) of this Ordinance
i s to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in
ord er t o preserve to the registered owners of the Bonds the perfection of the security interest in said
pledge, the City agrees to take s uch meas ures as it determines are reasonable and necessary under Texas
law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and
enable a filin g to perfect the security interest in said pledge to occur.
8. (a) That in the event any outstanding Bond is d amaged, mutilated, los t, st olen, or des troyed,
the P aying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same
8
principal amount, maturity, and interest ra t e , as the damaged, mutilated, lost, stolen, or destroyed Bond,
in r eplacement for such Bond in t h e manner hereinafter provided.
(b ) Applica ti o n for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be
made to the P ay ing Agent/Registrar. In every case ofloss, theft, or destruction of a Bond, the applicant
for a repl acement bond shall furnish to the City and to the Paying Agent/Registrar such security or
indemnity as may be required by them to save each of them harmless from any loss or damage with
re spect thereto . Also, in every case ofloss, theft, or destruction of a Bond, the applicant shall furnish to
the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, the ft, or destruction
of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the applicant shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
( c) Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall
have matured, and no default has occurred which is then continuing in the payment of the principal of,
redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same
(without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a
replacement Bond, provided security or indemnity is furnished as above provided in this Section.
( d) Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the
owner of such Bond with all legal, printing, and other expenses in connection therewith. Every
replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is
lost, stolen, or destroyed shall constitute a contractual obligation of the City whether the lost, stolen, or
destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under
this Ordinance.
( e) In accordance with Chapter 1206, Texas Government Code, this Section of this Ordinance
shall constitute authority for the issuance of any such replacement bond without necessity of further
action by the governing body of the City or any other body or person, and the duty of the replacement
of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, subject to the
conditions imposed by this Section 8 of this Ordinance, and the Paying Agent/Registrar shall
authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section
S(d) of this Ordinance for Bonds issued in exchange for other Bonds.
9. That the Mayor, the City Manager, any Assistant City Manager, the Chief Financial
Officer/Director of Financial Management Services of the City, and the City Secretary, and all other
officers, employees, and agents of the City, and each of them, shall be and they are hereby expressly
authorized, empowered, and directed from time to time and at any time to do and perform all such acts
and things and to execute, acknowledge, and deliver in the name and under the seal and on behalf of the
City all such instruments, whether herein mentioned, as may be necessary or desirable in order to carry
o ut the terms and provisions of this Ordinance or the Bonds. In case any officer whose signature
a ppears on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall
nevertheless be valid and sufficient for all purposes the same as ifhe or she had remained in office until
such delivery. The City Manager of the City or the designee thereof is hereby authorized to have control
of the Bonds and all necessary records and proceedings pertaining to the Bonds pending their delivery
a nd their investigation, examination and approval by the Attorney General of the State of Texas, and
their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the
Bonds, said Comptroller of Public Accounts (or a deputy designated in writing to act for said
Comptroller) shall manually sign the Comptroller's Registration Certifica te accompanyi ng the B o nds,
and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate. The
Ci ty Council hereby authorizes the payment of the fee of the Office of the Attorney General of the State
9
of Texas fo r the examination of the proceedings relating to the issuance of the Bonds, in the amount
determined in accordance with the provisions of Sectio n 120 2 .004, Texas Government Code.
10 . That the pro ceed s fr om the sal e o f the Bonds shall be used in the manner described in a
letter of in stru ctions exe cut ed b y or on behalf of the City,provided, that proceeds representing accrued
interest on the Bonds shall be deposited to the credit of the Interest and Redemption Fund and
proceeds representing premium on the Bonds shall be used in a manner consistent with the provisions
o f Section 1201.042 (d), Texas Government Code.
11 . That the City covenants to take any action to assure, or refrain from any action which would
adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal
Rev enue Code of 1986 (the "Code"), the interest on which is not includablein the "gross income" of the
holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows:
( a) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the projects financed or refinanced therewith Oess amounts deposited to a reserve
fund, if any) are used for any "private business use", as defined in section 141 (b)(6) of the Code
or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received
by the City, with respect to such private business use, do not, under the terms of this Ordinance
or any underlying arrangement, directly or indirectly, secure or provide for the payment of more
than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the
Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith Oess amounts deposited into a reserve fund, ~f 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
u se;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds Oess amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
( d) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141 (b) of the Code;
( e) to refrain from taking any action that would result in the Bonds being" federally
guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or indi-
rectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period until
such proceeds are needed for the purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1 (b) of the Treasury Regulations (as used in this Ordinance, "Treasury
Regula tions" means all applicable temporary, proposed and final regulations
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promulgated under the Code or promulga te d under th e Internal Revenue Code of 1954,
to the extent appli cable to th e C o de), and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 p ercent o f the proceeds of the
Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the
requirements of section 148 of the Code (relating to arbitrage);
(h) to refrain from using the proceeds of the Bonds or the proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bonds in contrav ention 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 delivery date of the Bonds) an amount that is at least equal to 90 percent of
the "Excess Earnings", within the meaning of section 148(£) of the Code and to pay to the
United States of America, not later than 60 days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(£) of the Code.
For purposes of the foregoing clauses (a) and (b) above, the City understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of a refunding
bond, trans ferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of
the issuance of the Bonds. It is the understanding of. the City that the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City will
not be required to comply with any covenant contained herein to the extent that such failure to comply,
in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from
federal income taxation of interest on the Bonds under section 103 of the Code. In the event that
regulations or rulings are hereafter promulgated which impose additional requirements which are
a pplicable to the Bonds, the City agrees to comply with the additional requirements to the extent
n ecessary, in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal
income taxation of interest on the Bonds under section 103 of the Code. In furtherance of the
foregoing, each of the Mayor, the City Manager, any Assistant City Manager, and the Chief Financial
Officer/Director of Financial Management Services of the City may execute any certificates or other
reports required by the Code and to make such elections, on behalf of the City, which m ay be permitted
b y the Code as are consistent with the purpose for the issuance of the Bonds.
In order to facilitate compliance with the above clause (i), a "Rebate Fund" may be established
by the City for the sole benefit of the United States of America, and such Rebate Fund shall not be
subject to the claim of any other person, including without limitation the registered owners of the
Bonds. The Rebate Fund would be established for the additional purpose of compliance with section
148 of the Code.
12 . (a) Allocation of, and Limitation on, Expenditures far the Prrject. That the City covenants to
ac count fo r the ex p e nditure o f p ro cee d s from the sale of the Bonds and an y inves tment earnings
thereon to be u sed for the purposes described in clause (ii) of Section 1 of this Ordinance ( each such
purpose referred to herein and in subsection (b) of this Section as a "Project") on its books and records
11
by allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure
on a Project is made or (b) each such Project is completed. The fore going notwithstanding, the City
s h all not expend such proceeds or inv estment earnings more than 60 days after the later of (a) the fifth
anniversary of the delivery d at e of the Bonds or (b) the date the Bonds are retired, unless the City
obtains an opinio n of nationally-recognized bond counsel substantially to the effect that such
expenditure will not adversely affect the tax-exempt status of the Bonds.
(b) Disposition of Prqject. The City covenants that the property financed or refinanced with the
proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by
the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized
bond counsel substantially to the effect that such sale or other disposition will not adversely affect the
tax-exempt status of the Bonds. For purposes of this Section, the portion of the property comprising
personal property and disposed of in the ordinary course of business shall not be treated as a transaction
resulting in the receipt of cash or other compensation. For purposes of this Section, the City shall not
be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel
to the effect that such failure to comply will not adversely affect the excludability for federal income tax
purposes from gross income of the interest.
(c) Written Procedures. 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 Bonds,
and are incorporated by reference into this Ordinance.
( d) Reimbursement of Expenditures. The City finds, considers, and declares that the reimbursement
of expenditures for the purposes described in the preamble to this Ordinance incurred within 60 days of
the date this Ordinance is passed, and thereafter, will be appropriate and consistent with the lawful
objectives of the City and, as such, the City chooses to declare its intention, in accordance with the
provisions of section 1.150-2 of the Treasury Regulations, to reimburse itself for such payments at such
time as it issues public securities to finance improvements for the purposes described in the preamble to
this Ordinance; provided, that all such costs to be reimbursed will be capital expenditures, and that any
such public securities to be issued shall be issued within 18 months of the later of (i) the date the
expenditures were paid or (ii) the date on which the property, with respect to which such expenditures
were made, is placed in service; and the foregoing notwithstanding, the public securities will not. be
issued on a date that is more than three years after the date any expenditure which is to be reimbursed is
paid.
13 . (a) Definitions. That, as used in this Section, the following terms shall have the meanings
ascribed to such terms below:
"Business Dqy" means a day other than a Saturday, Sunday, a legal holiday, or a day on
which banking institutions are authorized by law or executive order to close in the City or the
city where the Designated Payment Office of the Paying Agent/Registrar is located.
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC' means the United States Securities and Exchange Commission.
(b) Annual Reports. (i) 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
12
financial information and operating data, annual financial sta t ements of the City, when and if available.
A ny financial statements so to be provided shall b e (1) prepared in accordance with the accounting
principles de scribed in Exhibit B hereto, or s uch o ther 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 commissi o ns
an audit of such statements and the audit is completed within twelve 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
month period, th en the City shall provide notice that the audited financial statements are not available,
shall provide unaudited financial information containing the information described in the tables
referenced in Exhibit B hereto under the heading "Annual Financial Statements and Operating D ata" by the
required time, and shall provide audited financial statements for the applicable fiscal year to the MSRB,
when and if the audited financial statements become available.
(ii) If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of
the new fiscal year end) prior to the next date by which the City otherwise would be required to provide
financial information and operating data pursuant to this Section. The financial information and
operating data to be provided pursuant to this Section may be set forth in full in one or more
documents or may be included by specific reference to any document (including an official statement or
other offering document, if it is available from the MSRB) that theretofore has been provided to the
MSRB or filed with the SEC. Filings shall be made electronically, in such format as is prescribed by the
MSRB.
( c) Disclosure Event Notices. The City shall notify the MSRB of any of the following events with
r es pect to the Bonds, in a timely manner not in excess of ten Business Days after the occurrence of the
ev ent:
1. Principal and interest payment delinquencies;
2 . Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the
Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9 . Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11 . Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the City
or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material;
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
13
similar terms of a Financial Obligation of the Obligated Person, any of which
affect security holders, if material; and
16. Default, event of accelera tion, termination eve nt, m o difi cation of terms, or
other similar eve n t und er the terms o f a Financial Obligation of the Obligated
Person , and which reflect financial difficulties.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial
information or operating data in accordance with subsection (b) of this Section by the time required by
subsection (b ).
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar event"
means the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the
U.S . Bankruptcy Code or in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business of the
City, or if jurisdiction has been assumed by leaving the City Council and officials or officers of the City
in possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or
g overnmental authority having supervision or jurisdiction over substantially all of the assets or business
of the City.
As u sed 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 p~litical
subdivision thereof, or any agency or instrumentality of a state or any political subdivision thereof, or
any municipal corporate instrumentality of one or more states and any other Municipal Securities
des cribed by Section 3(a)(29) of the Securities Exchange Act of 1934, as the same may be amended from
time to time; and the term "Obligated Person" means the City.
( d) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the City remains
a n "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in
any event will give notice of any deposit made in accordance with this Ordinance or applicable law that
causes any Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other .person. The City undertakes to provide only
the financial information, operating data, financial statements, and notices which it has expressly agreed
to provide pursuant to this Section and does not hereby undertake to provide any other information that
may be relevant or material to a complete presentation of the City's financial results, condition, or
prospects or to update any information provided in accordance with this Section or otherwise, except as
ex pressly provided herein . The City does not make any representation or warranty concerning such
information or its usefulnes s to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THECITYBELIABLETOTHEHOLDER
OR BENE FIC IA L OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT,FORDAMAGESRESULTINGINWHOLEORINPARTFROMANYBREACHBYTHE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
14
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 LIM ITED TO A N ACTI ON FOR MAN DAMUS OR SPECIFIC PERFO RMA NCE.
(iv) A default by the City in observing or performing its obligations under this Section shall not
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide notices to
entities other than the MSRB, the City agrees to undertake such obligation in accordance with the Rule
as amended.
(vi) The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change in the
identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as
so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of
the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the
Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a
majority in aggregate principal amount (or any greater amount required by any other provision of this
Ordinance that authorizes such an amendment) of the outstanding Bonds consent to such amendment
or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines
that such amendment will not materially impair the interest of the holders and beneficial owners of the
Bonds. If the City so amends the provisions of this Section, it shall include with any amended financial
information or operating data next provided in accordance with subsection (b) of this Section an
explana,tion, in narrative form, of the reason for the amendment and pf the impact of any change in the
type of financial information or operating data so provided. The City may also amend or repeal the
provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are
invalid, but only if and to the extent that the provisions of this sentence would not prevent an
underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds.
14. That the Bonds shall be issued and delivered in such manner that no physical
distribution of the Bonds will be made to the public, and The Depository Trust Company ("DTC"),
New York, New York, initially may act as depository for the Bonds. DTC has represented that it is a
limited purpose trust company incorporated under the laws of the State of New York, a member of the
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
Bonds delivered to the purchasers thereof shall be registered in the name of CEDE & CO., the nominee
of DTC. DTC may hold the Bonds on behalf of the purchasers thereof. So long as each Bond is
registered in the name of CEDE & CO., the Paying Agent/Registrar shall treat and deal with DTC the
same in all respects as if it were the actual and beneficial owner thereof. DTC may maintain a book-
entry system which will identify ownership of the Bonds in integral amounts of $5,000, with transfers of
ownership being effected on the records of DTC and its participants pursuant to rules and regulations
established by them, and with the Bonds initially deposited with DTC being immobilized and not be
further exchanged for substitute Bonds except as hereinafter provided. The City is not responsible or
liable for any functions ofDTC, will not be responsible for paying any fees or charges with respect to its
services, will not be responsible or liable for maintaining, supervising, or reviewing the records of DTC
or its participants, or protecting any interests or rights of the beneficial owners of the Bonds. It shall be
the duty of the DTC participants to make all arrangements with DTC to establish this book-entry
15
sys tern, the beneficial ownership of the Bonds, and the method of paying the fees and charges of DTC.
The City does n o t represent, nor does it in any way covena nt that any book-entry system established
with DTC will be maintained in the future . If for any r eason should any originally d elivered Bond be
duly filed with the Paying Agent/Registrar with a proper request for transfer and substitution, as
provided for in this Ordinance, sub sti tute Bonds will be duly delivered as provided in this Ordinance,
and there will be no assurance or representation that any book-entry system will be maintained for such
Bonds. The City heretofore has executed a "Blanket Letter of Representations" prepared by DTC in
order to implement the book-entry system described above.
15. (a) Defeased Bonds. That any Bond and the interest thereon shall be deemed to be paid,
retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to
the extent provided in subsection ( d) of this Section, when payment of the principal of such Bond, plus
interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i)
shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been
provided for on or before such due date by irrevocably depositing with or making available to the
Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future
Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to
make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts
and at such times as will insure the availability, without reinvestment, of sufficient money to provide for
such payment, and when proper arrangements have been made by the City with the Paying
Agent/Registrar for the payment of its services until all Def eased Bonds shall have become due and
payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such
Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of,
the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such
principal and interest shall be payable solely from such money or Defeasance Securities.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any .
determination not to redeem Defeased Bonds that is made in conjunction with the payment
arrangements specified in subsection 15(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the
proceedings providing for such payment arrangements, the City expressly reserves the right to call the
Def eased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the
Def eased Bonds immediately following the making of the payment arrangements; and (3) directs that
notice of the reservation be included in any redemption notices that it authorizes.
(b) Investm ent in Defeasance Securities. Any moneys so deposited with the Paying
Agent/Registrar may at the written direction of the City be invested in Defeasance Securities, maturing
in the amounts and times as hereinbefore set forth. Any Future Escrow Agreement pursuant to which
the money and/ or Defeasance Securities are held for the payment of Defeased Bonds may contain
provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the
substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
subsection 15(a)(i) or (ii). All income from such Defeasance Securities received by the Paying
Agent/Registrar which is not required for the payment of the Def eased Bonds, with respect to which
such money has been so deposited, shall be remitted to the City or deposited as directed in writing by
the City, and upon receipt of an opinion of nationally-recognized bond counsel that such transfer is
permitted under state law.
(c) Defeasance Securities Defined. The term "Defeasance Securities" means (i) direct,
noncallable obligations of the United States of America, including obligations that are unconditionally
guaranteed by the United States of America 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
16
rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent.
(d) Pqying Agent/Registrar Services. Until all Defeased Bonds shall have become due and
payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such
Defeased Bonds the same as if they had not been defeased, and the City shall make proper arrangements
to provide and pay for such servi ces as required by this Ordinance.
( e) Selection of Bonds for Dejeasance. In the event that the City elects to def ease less than all of
the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be
selected, such amount of Bonds by such random method as it deems fair and appropriate in accordance
with any requirements of a securities depository, if applicable; provided that a portion of a Bond may be
redeemed only in any denomination or denominations in any Authorized Denomination.
16. (a) Events of Default. That each of the following occurrences or events for the purpose of
thi s Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds when
the same becomes due and payable; or
(ii) except as provided in Section 13( d)(iv) of this Ordinance, default in the performance
or observance of any other covenant, agreement or obligation of the City, the failure to perform
which materially, adversely affects the rights of the registered owners of the Bonds, including,
but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and
the continuation thereof for a period of 60 days after notice of such default is given by any
registeri=d owner to the City.
(b ) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any registered
owner or an authorized representative thereof, including, but not limited to, a trustee or trustees
therefor, may proceed against the City, or any official, officer or employee of the City in their
official capacity, for the purpose of protecting and enforcing the rights of the registered owners
under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at
law, in any court of competent jurisdiction, for any relief permitted by law as permitted by this
Ordinance, including the specific performance of any covenant or agreement contained herein,
or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the
registered owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all registered owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of this
Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a
remedy under this Ordinance.
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(ii) The exercise of any rem edy herein conferred or reserved shall not be deemed a
wa iver of any other available remedy.
(iii) By accepting the delivery of a Bond authoriz e d under this Ordinance, such
registered owner agrees th at th e ce rtific a ti o ns require d to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers, employees or members of the City
or the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent, or
employee of the City, shall be charged personally by the registered owners with any liability, or
be held personally liable to the registered owners under any term or provision of this Ordinance,
or because of any Event of Default or alleged Event of Default under this Ordinance.
17. That interest earnings derived from the investment of proceeds from the sale of the Bonds
may be used along with other available Bond proceeds for the construction of the permanent
improvements set forth in clause (ii) of Section 1 hereof for which the Bonds are issued or for the
payment of debt service on the Bonds;provided, that after completion of such permanent improvements,
if a ny of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest
and Redemption Fund.
18. (a) That the holders of the Bonds aggregating a majority of the aggregate principal amount
of then outstanding Bonds shall have the right from time to time to approve any amendment to this
Ordinance which may be deemed necessary or desirable by the City; provided, however, that without the
consent of the holders of all of the Bonds at the time outstanding, nothing herein contained shall permit
o r be construed to permit th e amendment of the terms and conditions in this Ordinance or in the
B o nds so as to:
(1) Make any change in the maturity of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal payable bn the outstanding Bonds;
(4) Modify the terms of payment of principal of or interest on the outstanding Bonds or
impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Bonds then outstanding; or
(6) Change the minimum percentage of the principal amount of Bonds necessary for
consent to such amendment.
(b ) If at any time the City shall desire to amend the Ordinance under this Section, the City
s hall cause notice of the proposed amendment to be published in a financial newspaper or journal
published in The City of New York, New York, once during each calendar week for at least two
successive calendar weeks; provided, however, that the publication of such notice shall not constitute a
co ndition 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 a t the principal office of the Paying Agent/Registrar for
18
in sp ection b y all holders of Bonds. Such publication is not required, however, if notice in writing is
giv en to each holder of Bonds.
( c) \Vhenever at any time not less than thirty days, and within o ne year, from the date of the
first publication o f said no tice or other service of written n o ti ce the City shall receive a n instrument or
instrumen ts ex ecuted by the holders of at least a majority in aggregate principal amount of all Bonds
then outstanding, which instrument or instruments shall refer to the proposed amendment described in
said notice and which specifically consent to and approve such amendment in substantially the form of
the copy thereof on file with the Paying Agent/Registrar, the City Council may pass the amendatory
ordinance in substantially the same form.
(d) Upon the passage of any amendatory ordinance pursuant to the provisions of this
Se c tion, this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance,
a nd the respective rights, duties and obligations under this Ordinance of the City and all the holders of
then outstanding Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all
respects to such amendments .
(e) Any consent given by the holder of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the first publication of the notice
provided for in this Section, and shall be conclusive and binding upon all future holders of the same
Bond during such period. Such consent may be revoked at any time after six months from the date of
the first publication of such notice by the holder who gave such consent, or by a successor in title, by
filing notice thereof with the Paying Agent/Registrar therefor and the City, but such revocation shall not
be effective if the holders of a majority in aggregate principal amount of the then outstanding Bonds as
in this Section defined have, prior to the attempted revocation, consented to and approved the
amendment.
(D For the purposes of this Section, the ownership and other matters relating to all Bonds
registered as to ownership shall be determined from the registration books kept by the Paying
A g ent/Registrar therefor. The Paying Agent/Registrar may conclusively assume that such ownership
co ntinues until written notice to the contrary is served upon the Paying Agent/Registrar.
(g) The foregoing provisions of this Section notwithstanding, the City by action of the City
C ouncil may amend this Ordinance for any one or more of the following purposes :
(1) To add to the covenants and agreements of the City in this Ordinance contained,
other covenants and agreements thereafter to be observed, grant additional rights or remedies to
bondholders or to surrender, restrict or limit any right or power herein reserved to or conferred
upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Ordinance, or in regard to
clarifying matters or questions arising under this Ordinance, including, without limitation, those
matters described in Section 13(d)(v) hereof, as are necessary or desirable and not contrary to or
inco nsistent with this Ordinance and which shall not adversely affect the interests of the holders
of the Bonds; or
(3) To modify any of the prov1s10ns of this Orq.inance in any other respect
whatsoev er, provided that such modification shall be, and be expressed to be, effective only
after all previously issued Bonds outstanding at the date of the adoption of such modification
shall cease to be outs tanding.
19
19. That concurrently with the delivery of the Bonds, if Bonds are issued for the purpose of
refunding any Refunded Obligations, the Chief Financial Officer/Director o f Financial Management
Services of the City sh all cause to be deposited with a de signated es crow agent an amount sufficient to
provide for t he re funding of the Refunded Obliga tion s in accordance with Chapter 1207. This deposit
shall b e made from the proceeds from the sale of the Bonds and other available moneys of the City, all
as d es cribed in the letter of instructions refe rred to in Section 10 of this Ordinance. For this purpose,
the City Council authorizes the City Manager, the Chief Financial Officer/Director of Financial
Management Services of the City or any Assistant City Manager and the City Secretary to execute the
Escrow Agreement, in substantially the form and substance attached to this Ordinance. If required by
law, the City shall not execute the Escrow Agreement unless the designated escrow agent either has
confirmed to the Chief Financial Officer/Director of Financial Management Services of the City that it
has made disclosure filings to the Texas Ethics Commission in accordance with Section 2252 .908, Texas
Government Code or is exempt from making a disclosure filing under Section 2252.908(c)(4), Texas
Government Code. Within thirty (30) days of receipt of a disclosure filing from the designated escrow
agent, the City will acknowledge such disclosure filing in accordance with the rules of the Texas Ethics
Commission.
20 . That the City Council determines that, subject to the delivery of Bonds for the purpose of
refunding Refunded Obligations, the Refunded Obligations to be refunded shall be called for
redemption at the redemption price of par plus accrued interest to the date fixed for redemption, on the
redemption date set forth in the Official Statement, all in accordance with the applicable provisions of
the proceedings authorizing the issuance of the Refunded Obligations . The City Manager or his
designee shall take such actions necessary to cause the required notice of redemption to be given in
accordance with the terms of the proceedings for the Refunded Obligations so called for redemption.
21. 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
thi s Ordinance as a whole and not to any particular Section or other subdivision. Except where the
context otherwise requires, terms defined in this Ordinance to impart the singular number shall be
considered to include the plural number and vice versa . References to any named person shall mean
that party and its successors and assigns. References to an officer or designated position (e.g., City
Manager) include any person acting in the capacity of such officer or designated position, whether on an
acting, interim or permanent basis. References to any constitutional, statutory or regulatory provision
m eans 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
a s described herein . Any reference to "FORM OF BOND" shall refer to the form of the Bonds set
forth in Exhibit A to this Ordinance. The titles and headings of the Sections and subsections of this
Ordinance have been inserted for convenience of reference only and are not to be considered a part
h ereof and shall not in any way modify or restrict any of the terms or provisions hereof. The findings
set forth in the preamble to this Ordinance are hereby incorporated into the body of this Ordinance and
made a part hereof for all purposes. As used in this Ordinance, the term "Refunded Obligations" shall
include any Obligations Refunded for Savings and Refunded Tax Notes refunded with proceeds of the
Bonds.
22 . That the City has satisfied or will satisfy the appraisal requirements of Section 252.051, Texas
Local Government Code, in the acquisition of real property with proceeds of the Bonds.
23. That all ordinances and resolutions or parts thereof in conflict herewith are hereby repealed .
20
24. That, in accordance with the provisions of Section 1201.028, Texas Government Code, this
O r dinance shall be effective immediately upon its adoption by the City Council.
(Execution page follows)
21
25. That it is hereby officially found and detennined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551, Texas Government Code.
ADOPTED AND EFFECTIVE April 13, 2021.
ATTEST:
c(J}f::jjl/~
City of Fort Worth, Texas
A PPROVED AS TO FORM AND LEGALITY:
Signature Page-Ordinan ce Authon"zjng Issuan ce of Gen eral Purpose Refunding and Improvement Bonds, S en"es 202 1
22
SCHEDULE I
CITY OF FORT WORTH, TEXAS GENERAL PURPOSE REFUNDING BONDS, SERIES 2011, all bonds maturing on
March 1 in each of the years 2022 and 2023, in the aggrega te principal amount of $8,625,000. Redemption Price: par plus
ac crued interest to the da te of redemption; Redemption Date: July 14, 2021 * (the "Obligations Refunded for Savings").
CITY OF FORT WORTH, TEXAS TAX NOTES, SERIES 2021A, all notes maturing on March 1 in each of the years 2022
through 2026, in the aggregate principal amount of$74,000,000. Red emption Price: par plus accrued interest to the date of
redemption; Redemp tio n Date: September 1, 2021 (the "Refunded Tax Notes").
*Or such late r date approved by the City Manager.
Schedule I
NO.
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
STA TE OF TEXAS
$
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH, TEXAS
GENERAL PURPOSE REFUNDING AND IMPROVEMENT BOND, SERIES 2021
MATURITY DATE INTEREST RA TE
%
DELIVERY DATE
July 13, 2021
CUSIP
Regi stered Owner:
Principal Amount: ______________ Dollars
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF FORT WORTH,
TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to the
Registered Owner set forth above, or registered assigns (either being hereinafter called the "registered
owner") the principal amount set forth above, and interest thereon from the Delivery Date specified
above, to the maturity date specified above, or the date of its redemption prior to scheduled maturity, at
the rate of interest per annum specified above, with said interest being payable on March 1, 2022, and
se miannually on each September 1 and March 1 thereafter; except that if the Paying Agent/Registrar's
Authentication Certificate appearing on the face of this Bond is dated later than March 1, 2022, such
interest is payable semiannually on each September 1 and March 1 following such date. Interest on this
Bond shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges . The principal of this Bond shall be
paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
redemption prior to maturity at the designated corporate trust office in Dallas, Texas (the "Designated
Payment Office"), of BOKF, NA, which is the "Paying Agent/Registrar" for this Bond. The payment
of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof as
shown by the Regi stratio n Books kept by the Paying Agent/Registrar at the close of business on the
15th day of the month next preceding such interest payment date by check, dated as of such interest
payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer
required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and
such check shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid,
on each such interest payment date, to the registered owner hereof at its address as it appears on the
Regis tration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest
due at maturity or upon redemption of this Bond prior to maturity as provided herein shall be paid to
the registered owner upon presentation and surrender of this Bond for redemption and payment at the
Designated Payment Office of the Paying Agent/Registrar.
IN THE EVENT OF A NON-PAYMENT of interest on a scheduled payment date, and for 30
d ays thereafter, a new record date for such interest payment (a "Special Record Date") will be
es tab lished by the Paying Agent/Registrar, if and when funds for the payment of such interest have
A-1
been rec;eived from the I ssu er. Notice of the Special Record Date and of the scheduled payment date of
the past due inte re s t ("Special Payment Date", which shall be 15 days after the Special Record Date)
shall be sen t at least five business days prior to the Special Record D ate by United States mail, first cl ass
postage p repaid, to the address of each r egistered owner of a B o n d appearing on the registrati on books
of the Paying Agent/Registrar at th e close of business on the last business day next prece ding the date
of mailing of such notice .
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the City of Fort Worth or the city
where the Designated Payment Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is not
such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and
p ay ment on such date shall h ave the same force and effect as if made on the original date payment was
due. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined
only by a book entry at a securities depository for the Bonds, any payment to the securities depository,
or its nominee or regi stered assigns, shall be made in accordance with existing arrangements between the
I ss uer and the securities depository.
THE ISSUER COVENANTS with the registered owner of this Bond that no later than each
principal payment and/ or interest payment date for this Bond it will make available to the Paying
Agent/Registrar from the Interest and Redemption Fund as defined by the ordinance authorizing the
Bonds (the "Ordinance") the amounts required to provide for the payment, in immediately available
funds, of all principal of and interest on the Bonds, when due .
THIS BOND is one of a Series of Bonds oflike tenor and effect except as to number, principal
am o unt, interest rate, maturity and option o f redemption, dated , 2021, authorized in
a ccordance with the Cons titution and laws of the State of Texas in the principal amount of$ ____ _
for the following purposes, to-wit, constructing permanent street and pedestrian mobility improvements,
park and recreation improvements and animal care and shelter improvements; to refund the Refunded
Obligations; and to pay the costs incurred in connection with the issuance of the Bonds.
ON MARCH 1, 2030, or on any date thereafter, the Bonds of this Series maturing on March 1,
2031 and thereafter may be redeemed prior to their scheduled maturities, at the option of the Issuer, in
w hole, or in part, at par and accrued interest to the date fixed for redemption. The years of maturity of
the Bonds c.alled for redemption at the option of the Issuer prior to their stat ed maturity shall be
selected by the Issuer. The Bonds or portions thereof redeemed within a maturity shall be selected by
lo t o r other method by the Paying Agent/Registrar;provided, that during any period in which ownership
o f the Bonds is determined only b y a book entry at a securities depository for the Bonds, if fewer than
all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the
p articular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the
arra ngements between the Issuer and the securities depository .
THE BONDS are also subject to mandatory redemption in part by lot pursuant to the terms of
the Ordinance on March 1 in each of the years 20_ and 20_, with respect to Bonds maturing March 1,
20_, in the following years and in the following amounts, at a price equal to the principal amount
t h ereof and accrued and unpaid interest to the date of redemption, without premium:
A-2
Principal Amount ($)
* Final Maturity
To the extent, however, that Bonds subject to sinking fund redemption have been previously purchased
or called for redemption in part and otherwise than from a sinking fund redemption payment, each
annual sinking fund payment for such Bond shall be reduced by the amount obtained by multiplying the
principal amount of Bonds so purchased or redeemed by the ratio which each remaining annual sinking
fund redemption payment for such Bonds bears to the total remaining sinking fund payments, and by
rounding each such payment to the nearest $5,000 integral; pr1?vided, that during any period in which
ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, the
particular Bonds to be called for mandatory redemption shall be selected in accordance with the
arrangements between the City and the securities depository.
NOTICE OF any such redemption of Bonds shall be given in the following manner, to-wit, a
written notice of such redemption shall be given to the registered owner of each Bond or a portion
thereof being called for redemption at least 30 days prior to the date fixed for such redemption by
depositing such notice in the United States mail, first-class postage prepaid, addressed to each such
registered owner at his address shown on the Registration Books of the Paying Agent/Registrar. Any
notice so mailed shall be conclusively presumed to have been duly given notwithstanding whether one
or more registered owners may have failed to have received such notice. By the date fixed for any such
redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment
of the required redemption price for this Bond or the portion hereof which is to be so redeemed, plus
accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if
due provision for such payment is made, all as provided above, this Bond, or the portion hereof which
is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall
not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding
except for the right of the registered owner to receive the redemption price plus accrued interest to the
date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment.
The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of
this Bond or any portion hereof. If a portion of any Bond shall be redeemed a substitute Bond or
Bonds having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000 (an "Authorized Denomination"), at the written
request of the registered owner, and in aggregate principal amount equal to the unredeemed portion
thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the
expense of the Issuer, all as provided in the Ordinance. The Bonds or portions thereof redeemed within
a maturity shall be selected by lot or other customary random method selected by the Paying
Agent/Registrar in accordance with any requirements of a securities depository, if applicable (provided
that a portion of a Bond may be redeemed only in any denomjnation or denomjnations in any
Authorized Denomination).
THE FOREGOING PARAGRAPH NOTWITHSTANDING, with respect to any optional
redemption of the Bonds, unless certain prerequisites to such optional redemption required by the
Ordinance have been met and money sufficient to pay the principal of, premium, if any, and interest on
the Bonds to be redeemed will have been received by the Paying Agent/Registrar prior to giving such
A-3
notice, such notice may state that the optional redemption will, at the option of the City, be conditional
upon the satisfaction of such prerequisites and receipt of such money by the Paying Agent/Registrar o n
or prior to the date fi xed for such redemption or upon any prerequisite set forth in the notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are
not satisfied, such notice will be of no force and effect, the City will not redeem such Bonds and the
Paying Agent/Registrar will give notice in the manner in which the notice of redemption was given, to
the effect that such Bonds will not be redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in any Authorized Denomination. As provided in the Ordinance, this Bond, or any
unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees
hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered
b o nds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as
the case may be, having the same maturity date, and bearing interest at the same rate, in any Authorized
Denomination as requested in writing by the appropriate registered owner, assignee, or assignees, as the
case may be, upon surrender of this Bond to the Paying Agent/Registrar at its Designated Payment
Office for cancellation, all in accordance with the form and procedures set forth in the Ordinance.
Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form
and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of
this Bond or any portion or portions hereof in any Authorized Denomination to the assignee or
assignees in whose name or names this Bond or any such portion or portions hereof is or are to be
transferred and registered . The Form of Assignment printed or endorsed on this Bond may be executed
by the registered owner to evidence the ass ignment hereof, but such method is not exclusive, and other
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the
ass ignment of this Bond or any portion or portions h ereof from time to time by the registered owner.
The one requesting such exchange shall pay the Paying Agent/Registrar's reasonable standard or
customary fees and charges for exchanging any Bond or portion thereof. The foregoing
· notwithstanding, in the case of the exchange of a portion of a Bond which has been redeemed prior to
maturity, as provided herei n, a nd in the case of the exchange of an assigne d and transferred Bond or
Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be
paid b y the I ss uer. In any circumstance, any t axes or governmental charges required to be paid with
respect thereto shall be paid by the one requesting such assignment, transfer, or exchange as a condition
precedent to the exercise of such privilege. In any circumstance, neither the Issuer nor the Paying
Agent/Registrar shall be required (1) to make any transfer or exchange during a period beginning at the
opening of business 30 days before the day of the first mailing of a notice of redemption of bonds and
ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Bonds so
selected for redemption when such redemption is scheduled to occur within 30 calendar days.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of providing notice, holding, delivering
or trans £erring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to produce the
same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owners of the Bonds.
A-4
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond, and the series of
which it is a part, is duly authorized by law; that the b onds issued for the permanent improvements
heretofore described were approved by a vote of the resident, qualified electors of the City of Fort
Worth, Texas, voting at an election held for that purpose within said City on May 5, 2018; that all acts,
conditio ns and things required to be done precedent to and in the issuance of this series of bonds, and
of this Bond, have been properly done and performed and have happened in regular and due time, form
and manner as required by law; that sufficient and proper provision for the levy and collection of taxes
h as been made, which, when collected, shall be appropriated exclusively to the payment of this Bond
and the series of which it is a part; and that the total indebtedness of said City of Fort Worth, Texas,
including the entire series of bonds of which this is one, does not exceed any constitutional, statutory or
charter limitation .
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges
all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes
and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond
and the Ordinance constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of
the Mayor, attested with the manual or facsimile signature of the City Secretary, and approved as to
form and legality with the manual or facsimile signature of the City Attorney, and the official seal of the
I ss uer has been duly affixed to, or impressed, or placed in facsimile, on this Bond.
CITY OF FORT WORTH, TEXAS
Mayor,
City of Fort Worth, Texas
ATTEST:
Ci ty Secretary,
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
(SEAL)
City Attorney,
City of Fort Worth, Texas
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FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT /REGISTRAR'S A UTHENTICATION CERTIFICATE
It is hereby certified that this Bond h as been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in
conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an
iss ue 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.
D ated: BOKF,NA,
Paying Agent/Registrar
By~~~~~~~~~~~~~
Authorized Representative
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FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Ple ase insert Social Security or Taxpayer Identification N1,1mber of Transferee
/ ________ /
(Please print or typewrite name and address, including zip code of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to register the transfer of the within Bond on the books kept for registration thereof, with full
power of substitution in the premises.
Dated: ______ _
Signature Guaranteed:
NOTICE: Signature(s) must be g1Jaranteed by a
member firm of the New York Stock Exchange or
a commercial bank or trust company.
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NOTICE: The signature above must correspond
with the name of the Registered Owner as it
appears upon the front of this Bond in every
particular, without alteration or enlargement or any
change whatsoever.
*F ORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE BONDS UPON INITIAL DELNERY THEREOF
OFFICE OF COMPTROLLER
REGISTER NO. ___ _
STATE OF TEXAS
I hereby certify that this Bond has been examined, certified as to validity, and approved by the
Attorney General of the State of Texas, and th at this Bond has been registered by the Comptroller of
Publ.ic Accounts of the State of Texas.
(SEAL)
WITNESS MY HAND an d seal of office at Austin, Texas -----------
Comptroller of Public Accounts of the
State of Texas
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The Initial Bond shall be in the form set forth above, except that the form of the single fully registered
Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the headings "Maturi ty D ate", "Interest Rate",
"Delivery Date" and "CUSIP" shall be omitted; and
(ii) Paragraph one shall read as follows:
Registered Owner:
Principal Amount:
Delivery Pate: July 13, 2021
ON THE MATURITY DATE SPECIFIEO 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 March 1 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 pay 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, or to the date of
redemption prior to maturity, at the interest rate per annum specified above. Interest shall be calculated
on the basis of a 360 -day year consisting of twelve 30-day months.
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Exhibit B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is r e ferred to in Section 13 of this Ordinance.
· Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually in
accordance with such Section are as specified below:
The City has agreed to update annually financial information and operating data with respect to
the City of the general type included in the official statement for the Bonds as set forth in tables 1
through 6, inclusive, and 8 through 15, inclusive, contained in such official statement, and Appendix B
to such official statement, "Excerpts from the Annual Financial Report of the City of Fort Worth,
Texas". The above-described financial information and operating data with respect to the City is
hereby incorporated by reference, and in Section 13 of this Ordinance the City has agreed to annually
update such financial information and operating data in accordance with Rule 1 Sc2-12, promulgated by
the United States Securities and Exchange Commission.
Accounting Principles
The accounting principles referred to in Section 13 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
B -1
THE ST ATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Mary J. Kayser, City Secretary of the City of Fort Worth, in the State of Texas, do hereby
certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open,
public meeting of the City Council of the City of Fort Worth, Texas held on April 13, 2021, and the
Ordinance Authorizing the Issuance of General Purpose Refunding and Improvement Bonds, 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 te ~w:nony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort
Worth, this 1_'+1'aay of April, 2021.
City Secretat
City of Fort Worth, Texas
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 04/13/21 M&C FILE NUMBER: M&C 21-0263
LOG NAME: 13SERIES 2021A GENERAL PURPOSE REF AND IMP BONDS (TAX EXEMPT)
SUBJECT
(ALL) Adopt Attached Ordinance Authorizing Issuance and Sale of City of Fort Worth , Texas General Purpose Refunding and Improvement Bonds
Series 2021A (Tax Exempt), in an Aggregate Principal Amount Not to Exceed $166 ,300 ,000 .00 ; Establishing Parameters with Respect to Sale of
the Bonds ; Delegating Authority to Effect Sale of the Bonds ; and Enacting Related Provisions ; and Adopt Attached Appropriation Ordinance
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached ordinance, which authorizes the issuance of City of Fort Worth , Texas General Purpose Refunding and Improvement
Bonds, Series 2021 A (Tax Exempt) in an aggregate principal amount not to exceed $166 ,300,000.00 for the purpose of (i) funding projects
within the 2018 bond program, (ii) refunding identified outstanding debt, and (iii) paying the costs of issuance for the bonds ; delegates to
designated City officials authority to effect sale of the bonds subject to certain parameters ; authorizes execution of all related documents ;
provides for levy , assessment, and collection of a property tax sufficient to pay the interest on and principal of the bonds if other revenues are
not otherwise available and appropriated for those payments ; waives the provision in the Financial Management Policy Statements that
limits debt refundings to those that result in a minimum net present value savings of 3.5 percent; and enacts other provisions related thereto;
and
2. Adopt the attached ordinance increasing estimated receipts and appropriations in the General Debt Service Fund in the amount of
$84 ,000,000.00 , subject to the sale of bonds and receipts of proceeds , for the purpose of funding required escrow to refund existing
debt and paying costs of issuance , with such amount subject to reduction to conform to final figures reflected in bond closing documents.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to take actions associated with approval of issuance and sale of tax-
exempt Series 2021A General Purpose Refunding and Improvement Bonds and appropriation of proceeds . This action will allow refinancing and
restructuring of existing debt obligations, including notes issued for the new City Hall project, as well as provide additional funding as part of the
2018 Bond Program Capital Improvement Program .
Adoption of the attached bond ordinance approves the issuance and sale of $83,170 ,000 .00 in "new money" bonds from the 2018 Bond Program
for the purpose of constructing streets and public mobility improvements ; park and recreation improvements ; and animal shelter improvements and
paying costs of issuance, with the balance of the proceeds to be used to refund existing debt as further described below.
The role of the current bond offering in the overall 2018 Bond Program is shown as follows :
Amount Purpose Amount Previously Amount Now Unissued
Authorized Sold Offered Balance
5 ,2018 $261 ,830 ,080 .00 Streets & Mobility $105,000,000.0 $49,400 ,000 .00 $107 ,230 ,185.00
$84 ,180 ,600.00 Park & Recreation $20 ,000 ,000 .00 $38 ,180,600 .00
May 5 , 2018 $9 ,868 ,500 .001 Library System $0 .00 $9 ,858 ,500 .00
May 5 , 2018 $11 ,975 ,820 .00 Fire Safety $4 ,000 ,000.0 $0 .00 $7 ,975 ,820 .00
May 5, 2018 $13 ,770 ,000.00 $13 ,770 ,000 .00 $0.00
May 5, 2018 18,075,000.00 Police 3 ,075 ,000 .00
Because the City Council previously expressed the intent for the City to reimburse itself (Ordinance No . 23209-05-2018) and appropriated funds to
provide interim financing for the 2018 Bond Program beginning with M&C G-19306 (Ordinance 23263-06-2018), no appropriation ordinance is
needed for the new money part of this bond transaction.
The rest of the proposed issuance is geared toward refunding and restructuring outstanding debt. City staff is recommending that the Mayor and
Council refund the callable portion of the Series 2021A Notes , with a par amount outstanding of $74 ,000 ,000 .00. The Series 2021A Notes were
structured with an optional call provision, which allows the City to refund and restructure the existing notes by paying them off using funds obtained
from the issue of new bonds. The optional call provision for the Series 2021 A Notes is any date on or after September 1 , 2021 . It was anticipated
that it would be necessary to refund the Series 2021A Tax Notes to allow for the repayment of the debt on a schedule that is more aligned with the
useful life of the new City Hall building.
While refunding the tax notes and extending the maturity of the debt beyond March 1, 2026 will increase the total costs of the debt, the current
economic conditions make it favorable to effect a refunding in a manner that minimizes that additional cost. At the same time , staff and the City 's
co-financial advisors, Hilltop Securities and Estrada Hinojosa, are also recommending the refunding of callable portions of the Series
2011 General Purpose Bonds , with a par amount outstanding of $8 ,625,000.00. That portion of the transaction is expected to achieve net present
value savings in the vicinity of 3.00%. To allow the refunding to proceed, City staff recommends waiving the provision in the Financial Management
Policy Statements that states that debt refunding must achieve a minimum net present value savings of 3.5 % for this transaction .
Staff is recommending that these bonds be sold through a competitive sale, with the City Manager or the Chief Financial Officer having authority to
approve the terms of the sale so long as those terms come within the parameters set forth in the Council-adopted ordinance . Key parameters
include : Bonds must be rated in one of the four highest generic rating categories (BBB or higher); the maximum maturity is March 1, 2041; and the
maximum net effective interest rate is 3 .0 %. Rating agency calls with Fitch, S&P , and Kroll will be conducted prior to the sale of the bonds with the
bonds expected to be offered for sale approximately two weeks after ratings are received . Subsequent to pricing and awarding the sale of the
bonds , the City will seek approval of the debt transactions from the Texas Attorney General with an estimated closing date approximately one
month after the award of sale .
The attached appropriation ordinances are tied specifically to the refunding portion of this debt issuance and reflects the maximum appropriation
amount for bond proceeds for the refunded debt. The structure of the attached appropriation 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 bonds. To the extent numbers at closing are less than those reflected in the ordinance , the available appropriation
amount will be reduced as needed to reflect final figures based on the closing documents to ensure appropriations do not exceed actuals.
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 approval of the above recommendations and adoption of the attached ordinances , the sale of the
2021A General Purpose Refunding and Improvement Bonds will occur as required under the parameters set forth therein , that funds will be
available in the General Debt Service Funds as appropriated, 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: Reginald Zeno 8517
Additional Information Contact: Alex Laufer 2268
Expedited