HomeMy WebLinkAboutOrdinance 24629-12-2020ORDINANCEJ.'th~j-12-2020
ORDINANCE AUTHORIZING ISSUANCE OF
CITY OF FORT WORTH, TEXAS TAX NOTES, SERIES 2021A,
IN AN AGGREGATE PRINCIPAL AMOUNT OF $74,000,000;
APPROVING THE SALE OF THE NOTES; ENACTING OTHER PROVISIONS
RELATING TO THE SUBJECT; AND DECLARING AN IMMEDIATE EFFECTIVE
DATE
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
WHEREAS, the Issuer (such term and other capitalized terms used in this Ordinance being as
defined in Exhibit A attached hereto), is a home-rule municipality having a total population of at
l east 80,000 according to the last preceding federal census, and was organized, created and
established pursuant to the Constitution and laws of the State of Texas; and
WHEREAS , the City Council is authorized pursuant to Chapter 1431 to issue notes for
specified purposes, including, without limitation, to pay a contractual obligation incurred or to be
incurred for the construction of a public work and the purchase of materials, supplies, equipment,
machinery, buildings , lands , and rights-of-way for an issuer's authorized needs and purposes; and
WHEREAS, the City Council deems it in the best interest of the Issuer to issue the Notes,
pursuant to Chapter 14 31, for the purposes hereinafter stated, and to secure the payment of the N ates
from a pledge of the ad valorem taxes assessed and collected by the City, on the terms and conditions
set forth in this Ordinance; and
WHEREAS, to finance a portion of the Projects (as defined herein), concurrently with the
adoption of this Ordinance , the City Council approved an ordinance authorizing the issuance of City
of Fort Worth, Texas Tax Notes, Taxable Series 2021B, in the aggregate principal amount of
$26,000,000 (the "Series 2021B Notes").
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH, TEXAS:
Section 1. SALE OF NOTES, AMOUNT AND PURPOSE OF NOTES. (a) Sale to
Purchaser. That pursuant to authority granted to the City Council b y Chapter 14 31, the N ates shall
be and are hereb y authorized to be issued in an aggregate principal amount of $74,000,000 for the
purpose of PA YING CONTRACTUAL OBLIGATIONS INCURRED OR TO BE INCURRED FOR
THE CONSTRUCTION OF PUBLIC WORKS AND THE PURCHASE OF MATERIALS,
SUPPLIES, EQUIPMENT, MACHINERY, BUILDINGS , LANDS, AND RIGHTS-OF-WAY FOR
THE ISSUER'S AUTHORIZED NEEDS AND PURPOSES, as more full y described in Schedule I
attached to this Ordinance (the "Projects"), and to pay the costs ofissuance of the Notes. The sale of
the Notes to the Purchaser, at the purchase price set forth in the Purchase Agreement, is hereby
approved. The Initial Note shall be delivered to the Purchaser, and the Purchaser shall have the right
to exchange the Initial Note for definitive Notes as provided in Section 5 hereof without cost. It is
hereby officially found, determined and declared that the Notes are being sold to the Purchaser at
terms that are the most advantageous reasonably obtained. The execution of the Purchase Agreement
by the City Manager, or any Assistant City Manager in the absence of the City Manager, presented
1
by the Purchaser in substantially the form attached to this Ordinance, is hereby authorized and
approved.
(b) Use of Projects for a Municipal Purpose. The building to be acquired as described in
Schedule I and financed with the proceeds of the Notes and the Series 2021B Notes will be used as
the City Hall for the City. Approximately 35% of the office space within the building currently is
leased to entities other than governmental entities, which is why the acquisition of the building is
being funded in part with proceeds of the Series 2021 B N ates , the interest on which is includable in
the gross income of the holders thereof under the Code. The existing leases have terms that expire
beginning in 2022 and ending in 2029 . Upon the expiration from time to time of existing leases, no
lease will be renewed, and upon the office space being vacated at the end of each such existing lease ,
the office space generally will be converted to use by the City for the municipal purpose described in
this Ordinance. The City will be hiring architects and engineers to develop plans to convert the
office space to uses consistent with the municipal purpose for which the building is being acquired
by the City.
Section 2. DESIGNATION, DATE, NUMBERS, AND MATURITY OF NOTES. That the
Notes issued pursuant to this Resolution shall be designated: "CITY OF FORT WORTH, TEXAS
TAX NOTES , SERIES 202 lA", and initially there shall be issued, sold and delivered hereunder one
fully registered Note, without interest coupons , dated January 21, 2021 , in the principal amount
stated above and in the denominations hereinafter stated, numbered T -1 (the "Initial Note"), payable
to the Purchaser. The Initial Note shall mature o~ March 1, 2026. The Initial Note shall be subject
to mandatory prepayment on March 1 in each of the years and in the principal amounts , respectively,
and shall bear interest in the manner provided, on the dates stated, and from the dates set forth, in the
FORM OF NOTE to their respective dates of maturity or redemption prior to maturity at the rates per
annum, as set forth in the following schedule:
*Final maturity
Years
2022
2023
2024
2025
2026*
Principal Installments ($)
14,800,000
14,800,000
14,800,000
14 ,800 ,000
14,800,000
Interest Rates (%)
0.76
0.76
0.76
0.76
0 .76
The foregoing notwithstanding, (a) if a payment default by the City on the Notes occurs , the interest
rate on the delinquent amount shall immediately begin to accrue at a rate of 3 % in excess of the then
applicable rate on the Notes (the "Default Rate"), and if such payment default is not cured within 90
days of its incurrence, the interest rate on the entire principal amount of the Notes then outstanding
shall begin to accrue at the Default Rate, and the Default Rate shall remain in effect until the
payment default is cured by the City, or (b) if a Determination of Taxability occurs , the interest rate
on the Notes will be 0 .96% (the "Taxable Rate"), all in the manner provided in the FORM OF NOTE
set forth in Exhibit B to this Ordinance.
In substitution for the Initial Note, there shall be delivered to the Purchaser a single note ,
Note T-2, in the same form as the Initial Note, without the Comptroller's Registration Certificate
attached to Note T-2.
2
Notwithstanding any provision herein to the contrary, presentment or surrender of the Notes
shall not be required for payment of principal or interest thereon except at final maturity.
Section 3. REDEMPTION. That the Notes are subject to redemption prior to their
scheduled maturities, in the manner provided in the FORM OF NOTE set forth in Exhibit B to this
Ordinance.
Section 4. INTEREST. That the Notes shall bear interest at the rate per annum set forth in
Section 2 of this Ordinance. The interest on the Notes shall be payable to the registered owner of any
such Note on the dates and in the manner provided in the FORM OF NOTE set forth in Exhibit B to
this Ordinance. Interest on the Notes shall be calculated on the basis of a 3 60-day year consisting of
twelve 30-day months.
Section 5. CHARACTERISTICS OF THE NOTES. (a) Registration, Transfer,
Conversion and Exchange; Authentication. That the Issuer shall keep or cause to be kept at the
Designated Trust Office of the Paying Agent/Registrar the Registration Books, and the Issuer hereby
appoints the Paying Agent/Registrar as its registrar and transfer agent to keep, such books or records
and make such registrations of transfers and exchanges under such reasonable regulations as the
Issuer and the Paying Agent/Registrar may prescribe ; and the Paying Agent/Registrar shall make
such registrations, transfers and exchanges as herein provided within three calendar days of
presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the
Registration Books the address of the registered owner of each Note. The Issuer shall have the right
to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay
the Paying Agent/Registrar's standard or customary fees and charges for making such registration,
transfer, exchange and delivery of a substitute Note or Notes. Registration of assignments, transfers
and exchanges of Notes shall be made in the manner provided and with the effect stated in the
FORM OF NOTE. Each substitute Note shall bear a letter and/or number to distinguish it from each
other Note.
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any
Note (other than Notes that bear the signature of the Comptroller of Public Accounts of the State of
Texas, as provided in the FORM OF NOTE), date and manually sign said Note, and no such Note
shall be deemed to be issued or outstanding unless such Note is so executed. The Paying
Agent/Registrar promptly shall cancel all paid Notes surrendered for transfer and exchange. No
additional ordinances, orders , or resolutions need be passed or adopted by the Issuer or any other
body or person so as to accomplish the foregoing transfer and exchange of any Note or portion
thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the
substitute Notes in the manner prescribed herein. Pursuant to Chapter 1201, and particularly
Subchapter D thereof, the duty of transfer and exchange of Notes as aforesaid is hereby imposed
upon the Paying Agent/Registrar, and, upon the execution of the Notes, the transferred and
exchanged Notes shall be valid and enforceable in the same manner and with the same effect as the
Notes which initially were issued and delivered pursuant to this Ordinance and approved by the
Attorney General of the State of Texas.
(b) Payment of Notes and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for the payment of the principal of and interest on the
Notes , all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
3
payments made by the Issuer and the Paying Agent/Registrar with respect to the Notes, and of all
transfers and exchanges of Notes , and all replacements of Notes, as provided in this Ordinance.
( c) In General. The Notes (i) shall be issued in fully registered form , without interest cou-
pons, with the principal of and interest on such Notes to be payable only to the registered owners
thereof, (ii) may be transferred, assigned, converted, and exchanged for other Notes, (iii) may be
subject to redemption prior to their scheduled maturities , (iv) shall have the characteristics, (v) shall
be signed, sealed, executed and authenticated, (vi) shall be payable as to principal and interest, and
(vii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties
and responsibilities with respect to the Notes, all as provided, and in the manner and to the effect as
required or indicated, in the FORM OF NOTE. On each substitute Note issued in conversion of and
exchange for any Note issued under this Ordinance the Paying Agent/Registrar shall execute the
Paying Agent/Registrar's Authentication Certificate, in the form set forth in the FORM OF NOTE
(the "Authentication Certificate").
( d) Substitute Paying Agent/Registrar. The Issuer covenants with the registered owners of
the Notes that at all times while the Notes are outstanding the Issuer will provide a competent and
legally qualified bank, trust company, financial institution, or other agency to act as and perform the
services of Paying Agent/Registrar for the Notes under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the
Paying Agent/Registrar upon not less than 3 0 days' written notice to the Paying Agent/Registrar, to
be effective not later than 15 days prior to the next succeeding Payment Date. In the event that the
entity at any time acting as Paying Agent/Registrar ( or its successor by merger, acquisition, or other
method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will
appoint a competent and legally qualified bank, trust company, financial institution, or other agency
to act as Paying Agent/Registrar under this Ordinance . Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books ( or a copy thereof), along with all other pertinent books and records relating to
the Notes, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any
change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be
sent by the new Paying Agent/Registrar to each registered owner of the Notes, by United States mail,
first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar
shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Reportable Payments. With respect to the Notes, to the extent required by the Code and
the regulations promulgated thereunder, the Paying Agent/Registrar shall report to each registered
owner and the Internal Revenue Service (i) the amount of "reportable payments", if any , subject to
backup withholding during each year and the amount of tax withheld, if any, with respect to
payments of the Notes, and (ii) the amount of interest or amount treated as interest on the Notes and
required to be included in the gross income of a registered owner.
Section 6. FORM OF NOTES. That the form of the Notes, including the form of the
Authentication Certificate and the Form of Assignment shall be, respectively, substantially in the
form attached hereto as Exhibit B , with such variations , omissions, or insertions as are appropriate,
permitted or required by this Ordinance.
Section 7. INTEREST AND REDEMPTION FUND; TAX LEVY. That the Interest and
Redemption Fund is hereby created and established solely for the benefit of the Notes, and the
4
·1
Interest and Redemption Fund shall be established and maintained by the Issuer at an official deposi-
tory bank of the Issuer for so long as the Notes or interes t thereon are outstanding and unpaid. The
Interest and Redemption Fund shall be kept separate and apart from all other funds and accounts of
the Issuer, and shall be used only for paying the interest on and principal of the Notes. Unti l ex-
pended for the purposes set forth in Section 1 hereof, the proceeds derived from the sale of the Notes
shall be held as further security for the timely payment of the principal and interest on the Notes . Ad
valorem taxes levied and collected for and on account of the Notes shall be deposited , as collected, to
the credit of the Interest and Redemption Fund. During each year while any Note is outstanding and
unpaid, the City Council shall compute and ascertain a rate and amount of ad valorem tax which will
be sufficient to raise and produce the money required to pay the interest on the Notes as such interest
comes due, and to provide and maintain a sinking fund of at least two percent (2%) thereof, in any
event in an amount adequate to pay the principal of such Notes as such principal matures; and said
tax shall be based on the latest approved tax rolls of the Issuer, with full allowance being made for
tax delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is hereby
levied by the City Council, and is hereby ordered to be levied, against all taxable property in the
Issuer for each year while any Note is outstanding and unpaid; and said tax shall be assessed and
collected each such year and deposited to the credit of the Interest and Redemption Fund. Ad
valorem taxes sufficient to provide for the payment of the interest on and principal of the Notes as
such interest comes due and such principal matures, are hereby pledged from the ad valorem taxes of
the Issuer for such payment, within the limit prescribed by law. If sufficient ad valorem taxes have
not been levied and collected for the purpose of making debt service payments on Notes when due ,
there shall be appropriated from the City's general fund moneys sufficient to enable the City to make
such debt service payments on a Payment Date including specifically the payment of debt service on
the Notes on any Payment Date therefor occurring in the fiscal year ending September 30 , 2021.
Notwithstanding the foregoing, if the City deposits or budgets to be deposited in the Interest and
Redemption Fund any other revenues, income or resources in advance of the time when ad valorem 1
taxes are scheduled to be levied for any year, then the amount of taxes which otherwise would have
been required to be levi ed may be reduced to the extent and by the amount then on deposit or
budgeted to be deposited in the Interest and Redemption Fund.
Section 8. CHAPTER 1208, GOVERNMENT CODE, APPLIES TO THE NOTES.
That Chapter 1208 applies to the issuance of the Notes and the pledge of the taxes granted by the
Issuer under Section 7 of this Ordinance, and such pledge is therefore valid, effective, and perfected.
If Texas law is amended at any time while the Notes are outstanding and unpaid such that the pledge
of the taxes granted by the Issuer under Section 7 of this Ordinance is to be subject to the filing
requirements of Chapter 9, then in order to preserve to the registered owners of the Notes the
perfection of the security interest in said pledge, the Issuer agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable provisions
of Chapter 9 and enable a filing to perfect the security interest in said pledge to occur.
Section 9. REMEDIES OF REGISTERED OWNERS. That in addition to all rights and
remedies of any registered owners of the Notes provided by the laws of the State of Texas, the Issuer
covenants and agrees that in the event the Issuer defaults in the payment of the principal of or interest
on the Notes when due , the registered owners of the Notes shall be entitled to a writ of mandamus
issued by a court of proper jurisdiction compelling and requiring the City Council and other officers
of the Issuer to observe and perform any covenant, obligation or condition prescribed in this
Ordinance. No delay or omission by any registered owner to exercise any right or power accruing to
him upon default shall impair any such right or power, or shall be construed to be a waiver of any
such default or acquiescence therein, and every such right or power may be exercised from time to
time and as often as may be deemed expedient. The specific remedies mentioned in this Ordinance
5
shall be available to the registered owners of the Notes and shall be cumulative of all other existing
remedies. By accepting the delivery of a Note authorized under this Ordinance , the registered owner
thereof agrees that the certifications required to effect any covenants or representations contained in
this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or
charge against the officers, employees or members of the City or the City Council. None of the
members of the City Council, nor any other official or officer, agent, or employee of the City, shall
be charged personally by the registered owners with any liability, or be held personally liable to the
registered owners of the Notes under any term or provision of this Ordinance, or because of any
default or alleged default under this Ordinance.
Section 10. TRANSFERS TO PA YING AGENT. That the Issuer further covenants that on
or before each Payment Date, there shall be transferred to the Paying Agent/Registrar an amount
sufficient to pay the principal and interest requirements due on the Notes as they become due and
payable.
Section 11. USE OF NOTE PROCEEDS. That the proceeds of the issuance of the Notes
shall be deposited in the manner directed in writing by the Chief Financial Officer/Director of
Financial Management Services and used to pay contractual obligations incurred or to be incurred in
connection with the construction of public works and the purchase of materials, supplies, equipment,
machinery, buildings, lands, and rights-of-way for the Projects. The foregoing notwithstanding,
proceeds representing accrued interest, if any, on the Notes shall be deposited to the credit of the
Interest and Redemption Fund, and proceeds, if any , representing premium paid as part of the
purchase price for the Notes maybe used for any purpose authorized by Section 1201.042(d), Texas
Government Code.
Section 12. INVESTMENTS. ( a) That the City may place proceeds of the Notes (including
investment earnings thereon) in time deposits, or invest or direct the investment of the same, as
authorized by law, including, without limitation, the Public Funds Investment Act of 1987, as
amended (Chapter 2256, Texas Government Code), and the City's investment policy; provided,
however, that the Issuer hereby covenants that the proceeds of the sale of the Notes will be expended
as soon as practicable for the purposes for which the Notes are issued.
(b) Amounts received from the investment of the proceeds of the Notes remaining after the
payment of all project costs, to the extent not required to be deposited to a separate rebate fund as
required by section 148 of the Code and Section 15 of this Ordinance, shall be placed into the
Interest and Redemption Fund and used for the payment of debt service on the Notes.
Section 13. SECURITY FOR FUNDS. That all deposits authorized or required by this
Ordinance shall be secured to the fullest extent required by law for the security of public funds.
Section 14. DUTIES OF OFFICERS OF THE ISSUER. (a) That the Mayor, the City
Secretary, and each Authorized Representative is hereby instructed and directed to do any and all
things necessary in reference to the maintenance of the Issuer and to make money available for the
payment of the Notes in the manner provided by law.
(b) The City Secretary is authorized to execute the certificate to which this Ordinance is
attached on behalf of the City. The Mayor , any Authorized Representative, the City Secretary and
any Assistant City Secretary are authorized to do any and all things proper and necessary to carry out
the intent of this Ordinance.
6
(c) The City Manager is hereby authorized to have control of the Notes and all necessary
records and proceedings pertaining to the Notes pending their delivery to the Purchaser. The City
Manager or the designee thereof is directed to submit for investigation, examination and approval by
the Attorney General of the State of Texas the Notes and the proceedings authorizing their issuance,
and to request the registration of the Notes and the proceedings authorizing their issuance by the
Comptroller of Public Accounts of the State of Tex as. The City Council hereby authorizes the
payment of the fee of the Office of the Attorney General of the State of Texas for the examination of
the proceedings relating to the issuance of the Notes, in the amount determined in accordance with
the provisions of Section 1202.004, Texas Government Code.
Section 15 . FEDERAL TAX COVENANTS. That the Issuer covenants to comply with the
provisions of the Code applicable to the issuance of tax-exempt obligations such as the Notes. The
Issuer's covenant to comply with the Code shall include, without limitation, compliance with those
provisions of the Code regarding the timing of expenditure of proceeds of the otes, the restriction
on investment yields, the filing of information returns with the Internal Revenue Service, and, if
required by the Code, the rebate of excess arbitrage earnings to the United States . Further, the Issuer
certifies that based upon all facts and estimates now known or reasonably expected to be in existence
on the date the Notes are delivered and paid for, the Issuer expects that the proceeds of the Notes will
not be used in a manner that would cause the Notes or any portion of the Notes to be an "arbitrage
bond" within the meaning of section 148 of the Code, and the regulations prescribed thereunder.
Furthermore, the Mayor and each Authorized Representative is authorized and directed to provide
certifications of facts and estimates that are material to the reasonable expectations of the Issuer as of
the date the Notes are delivered and paid for. In particular, the Mayor and each Authorized
Representative is authorized to certify for the Issuer the facts and circumstances and reasonable
expectations of the Issuer on the date the Notes are delivered and paid for regarding the amount and
use of the proceeds of the Notes. Moreover, the Issuer covenants to make such use of the proceeds
of the Notes, regulate investments of proceeds of the Notes, take such other and further actions and
follow such procedures, including, without limitation the method of calculating yield on the Notes,
as may be required so that the interest on the Notes shall continue to be excluded from gross income
for federal income tax purposes under the Code. The Issuer further covenants that the proceeds of
the Notes will not be used directly or indirectly so as to cause all or any part of the Notes to become a
"private activity bond" within the meaning of section 141(a) of the Code. In complying with the
provisions ohhis Section, the Issuer shall be entitled to rely upon an opinion of Bond Counsel.
In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than ten percent of the proceeds of
the Notes (less amounts deposited to a reserve fund , if any) are used for any "private business
use", as defined in section 141(b)(6) of the Code or, if more than ten percent of the proceeds
are so used, that amounts , whether or not received by the Issuer, with respect to such private
business use, do not, under the terms of this Ordinance or any underlying arrangement,
directly or indirectly, secure or provide for the payment of more than ten percent of the debt
service on the Notes, in contravention of section 141 (b )(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds five percent of the proceeds of the Notes (less
amounts deposited into a reserve fund, if any), then the amount in excess of five percent is
used for a "private business use" which is "related " and not "disproportionate", within the
meaning of se ction 141 (b )(3) of the Code, to the governmental use;
7
( c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent of the proceeds of the Notes (less amounts deposited into a
reserve fund, if any), is directly or indirectly used to finance loans to persons, other than state
or local governmental units, in contravention of section 141 ( c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Notes
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Notes being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Notes, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Notes, other than investment property acquired
with --
( 1) proceeds of the Notes invested for a reasonable temporary period until
such proceeds are needed for the purpose for which the Notes are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1 (b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed ten percent of the proceeds of the
Notes;
(g) to otherwise restrict the use of the proceeds of the Notes or amounts treated as
proceeds of the Notes, as may be necessary, so that the Notes do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage);
(h) to refrain from using the proceeds of the Notes or the proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Notes in contravention of section 149(d) of the Code (relating to advance refundings); and
(i) to pay to the United States of America at least once during each five-year
period (beginning on the delivery date of the Notes) an amount that is at least equal to 90
percent of the "Excess Earnings" (within the meaning of section 148(f) of the Code) and to
pay to the United States of America, not later than 60 days after the Notes have been paid in
full , 100 percent of the amount then required to be paid as a result of Excess Earnings under
section 148(f) of the Code .
The Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in
the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and
proceeds of the refunded bonds expended prior to the date of the issuance of the Notes . It is the
understanding of the Issuer that the covenants contained herein are intended to assure compliance
with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury
pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify, or
expand provisions of the Code , as applicable to the Notes , the Issuer will not be required to comply
with any covenant contained herein to the extent that compliance would conflict with or contradict
8
such modification or expansion and that compliance with such modification or expansion, in the
opinion of Bond Counsel, will not adversely affect the exemption from federal income taxation of
interest on the Notes under section 103 of the Code. In the event that regulations or rulings are
hereafter promulgated which impose additional requirements which are applicable to the Notes, the
Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of
Bond Counsel, to preserve the exemption from federal income taxation of interest on the Notes under
section 103 of the Code. In furtherance of the foregoing, each of the Mayor, the City Manager, any
Assistant City Manager, and the Chief Financial Officer/Director of Financial Management Services
of the City may execute any certificates or other reports required by the Code and to make such
elections, on behalf of the City, which may be permitted by the Code as are consistent with the
purpose for the issuance of the Notes.
In order to facilitate compliance with the above clause (i), an account maintained by the City
designated as the "Rebate Fund" may be established by the City for the sole benefit of the United
States of America, and such Rebate Fund shall not be subject to the claim of any other person,
including without limitation the registered owners of the Notes . The Rebate Fund would be
established for the additional purpose of compliance with section 148 of the Code.
The City finds, considers , and declares that the reimbursement of expenditures for the
purposes described in Section 1 of 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.
Section 16. ALLOCATION OF, AND LIMITATION ON~ EXPENDITURES FOR
ELIGIBLE PROJECTS. That the City covenants to account for on its books and records the
expenditure of proceeds from the sale of the Notes and any investment earnings thereon to be used
for the Projects by allocating proceeds to expenditures within 18 months of the later of the date that
(a) the expenditure on the Projects is made or (b) each item of each Project is acquired. The
foregoing notwithstanding, the City shall not expend such proceeds or investment earnings more than
60 days after the later of (a) the fifth anniversary of the delivery date of the Notes or (b) the date the
Notes are retired, unless the City obtains an opinion of Bond Counsel substantially to the effect that
such expenditure will not adversely affect the tax-exempt status of the Notes. For purposes of this
Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of Bond
Counsel to the effect that such failure to comply will not adversely affect the excludability for federal
income tax purposes from gross income of the interest.
Section 17 . DISPOSITION OF ELIGIBLE PROJECTS. Thatthe City covenants that any
item of the Projects will not be sold or otherwise disposed in a transaction resulting in the receipt by
the City of cash or other compensation, unless the City obtains an opinion of Bond Counsel
substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt
status of the Notes . For purposes of this Section, the portion of the property comprising personal
property and disposed of in the ordinary course of busines s shall not be treated as a transaction
9
resulting in the receipt of cash or other compensation. For purposes of this Section, the City shall
not be obligated to comply with this covenant if it obtains an opinion of Bond Counsel to the effect
that such failure to comply will not adversely affect the excludability for federal income tax purposes
from gross income of the interest.
Section 18. WRITTEN PROCEDURES. That until superseded by another action of the
City, the written procedures to ensure compliance with the covenants contained herein regarding
private business use, remedial actions, arbitrage and rebate approved by the City on September 22,
2020, apply to the issuance of the Notes, and are incorporated by reference into this Ordinance.
Section 19 . CONTINUING DISCLOSURE UNDERTAKING. That in reliance on the
exemption to the provisions of the Rule, the City is not undertaking a continuing disclosure
obligation under the Rule. The City agrees to provide the information to the Purchaser as provided
in the Purchase Agreement for so long as the Notes are outstanding.
Section 20. DEFEASANCE. ( a) Deemed Paid . That the principal of and/or interest on any
Note shall be deemed to be paid, retired and no longer outstanding within the meaning of this
Ordinance, except to the extent provided by subsection ( d) of this Section, when payment of the
principal of such Note, plus interest thereon to the due date thereof (whether such due date be by
reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance
with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with, or making
available to, a paying agent ( or escrow agent) therefor, in trust and irrevocably set aside exclusively
for such payment, (1) money sufficient to make such payment, (2) Defeasance Obligations, certified
by an independent public accounting firm of national reputation, to mature as to principal and
interest in such amounts and at such times as will insure the availability, without reinvestment, of
sufficient money to make such payment, or (3) any combination of (1) and (2) above, and, when
proper arrangements have been made by the City with each such paying agent for the payment of its
services until after all of the Notes so defeased shall have become due and payable . At such time as
a Note shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled
to the benefit of this Ordinance or a lien on and pledge of the security granted in support of the
payment of the Notes, and shall be entitled to payment solely from such money or Defeasance
Obligations, and shall not be regarded as outstanding for any purposes other than payment, transfer,
and exchange.
(b) Investments. Any escrow agreement or other instrument entered into by the City and a
paying agent pursuant to which the money and/or Defeasance Obligations are being held by such
paying agent for the payment of such Notes may contain provisions permitting the investment or
reinvestment of such moneys in Defeasance Obligations or the substitution of other Defeasance
Obligations upon the satisfaction of the requirements specified in subsection (a)(i) or (ii). All
income from all Defeasance Obligations in the hands of the paying agent pursuant to this Section
which is not required for the payment of the Notes and interest thereon, with respect to which such
money has been so deposited, shall be remitted to the City, or deposited as directed in writing by the
City, and upon receipt of an opinion of Bond Counsel that such transfer is permitted under state law.
( c) Federal Income Tax Consideration. The City covenants that no deposit will be made or
accepted under subsection ( a)(ii) of this Section and no use made of any such deposit which would
cause such Notes to be treated as arbitrage bonds within the meaning of section 148 of the Code.
(d) Continuing Duty of Paying Agent/Registrar. Until all Notes defeased under this
Section of this Ordinance shall become due and payable, the Paying Agent/Registrar for such Notes
10
shall perform the services of Paying Agent/Registrar for such Notes the same as if they had not been
defeased, and the City shall make proper arrangements to provide and pay for such services.
Section 21. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED NOTES.
(a) Replacement Notes. That in the event any outstanding Note is damaged, mutilated, lost, stolen,
or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new
Note of the same principal amount, maturity, and interest rate , as the damaged, mutilated, lost,
stolen, or destroyed Note, in replacement for such Note in the manner hereinafter provided.
(b) Application for Replacement Notes. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Notes shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Note, the registered owner
applying for a replacement Note shall furnish to the Issuer and to the Paying Agent/Registrar such
security or indemnity as may be reasonably required by them to save each of them harmless from any
loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Note, the
registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Note, as the case may be. In every case of
damage or mutilation of a Note, the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Note so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section 21 , in
the event any such Note shall have matured, and no default has occurred which is then continuing in
the payment of the principal of or interest on such Note, the Issuer may authorize the payment of the
same (without surrender thereof except in the case of a damaged or mutilated Note) instead of
issuing a replacement Note, provided security or indemnity satisfactory to the City and the Paying
Agent/Regi'strar is furnished. '
( d) Charge for Issuing Replacement Notes . Prior to the issuance of any replacement Note ,
the Paying Agent/Registrar shall charge the registered owner of such Note with all legal , printing,
and other expenses in connection therewith. Every replacement Note issued pursuant to the
provisions of this Section 21 by virtue of the fact that any Note is lost, stolen, or destroyed shall
constitute a Note of the Issuer whether the lost, stolen, or destroyed Note shall be found at any time,
or be enforceable by anyone , and shall be entitled to all the benefits of this Ordinance equally and
proportionately with any and all other Notes duly issued under this Ordinance.
(e) Authority for Issuing Replacement Notes. In accordance with Subchapter D of
Chapter 1201 , this Section 21 of this Ordinance shall constitute authority for the issuance of any such
replacement Note without necessity of further action by the Issuer or any other body or person, and
the duty of the replacement of such Notes is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such replacement
Notes in the form and manner and with the effect, as provided in Section 5(a) of this Ordinance for
Notes issued in conversion and exchange of other Notes.
Section 22. DTC REGISTRATION. [INTENTIONALLY OMITTED]
Section 23. EVENTS OF DEFAULT . (a) Events of Default Defined. That each of the
following occurrences or events for the purpo se of this Ordinance is hereby declared to be an Event
of Default:
11
(i) the failure to make payment of the principal of or interest on any of the Notes
when the same becomes due and payabl e; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights of
the registered owners of the Notes, including, but not limited to, their prospect or ability to be
repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days
after notice of such default is given by any registered owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner or an authorized representative thereof, including, but not limited to , a
trustee or trustees therefor, may proceed against the City, or any official , officer or employee
of the City in their official capacity, for the purpose of protecting and enforcing the rights of
the registered owners under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law, in any court of competent jurisdiction, for any 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 Notes then outstanding .
( c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumul ative and shall
be in addition to every other remedy given hereunder or under the Notes or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of
this Ordinance, the right to accelerate the debt evidenced by the Notes shall not be available
as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Note authorized under this Ordinance, such
registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers , employees or members of the
City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent,
or employee of the City, shall be charged personally by the registered owners with any
liability, or be held personally liable to the registered owners under any term or provision of
this Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
(d) Waivers by Purchaser of the Notes. Notwithstanding anything in this Ordinance to the
contrary, for so long as the Purchaser is the owner of 100% of the outstanding aggregate principal
amount of the Notes, no consent or waiver, express or implied, by the Purchaser to or of any breach
12
or default by the City in the performance of any obligation under this Ordinance shall constitute a
consent or wavier by the Purchaser to or of any other breach or default in the performance of the
same or any other obligation by the City.
Section 24. AMENDMENTS. (a) Amendments Approved by Majority ofNoteholders.
That the holders of the Notes aggregating in principal amount a majority of the aggregate principal
amount of then outstanding Notes shall have the right from time to time to approve any amendment
to this Ordinance which may be deemed necessary or desirable by the City; provided, however, that
without the consent of the holders of all of the Notes at the time outstanding, nothing herein
contained shall permit or be construed to permit the amendment of the terms and conditions in this
Ordinance or in the Notes so as to:
(1) Make any change in the maturity of the outstanding Notes;
(2) Reduce the rate of interest borne by any of the outstanding Notes;
(3) Reduce the amount of the principal payable on the outstanding Notes;
( 4) Modify the terms of payment of principal of or interest on the outstanding Notes or
impose any conditions with respect to such payment;
(5) Affect the rights of the holders ofless than all of the Notes then outstanding; or
(6) Change the minimum percentage of the principal amount of Notes necessary for
consent to such amendment.
(b) Publication of Notice. That if at any time the City shall desire to amend the
Ordinance under this Section, the City shall cause notice of the proposed amendment to be published
in a financial newspaper or journal published in The City ofNew York, New York, once during each
calendar week for at least two successive calendar weeks;provided, however , that the publication of
such notice shall not constitute a condition precedent to the adoption of such amendatory ordinance
and the failure to publish such notice shall not adversely affect the implementation of such
amendment as adopted pursuant to such amendatory ordinance. Such notice shall briefly set forth
the nature of the proposed amendment and shall state that a copy thereof is on file at the principal
office of the Paying Agent/Registrar for inspection by all holders of Notes. Such publication is not
required, however, if notice in writing is given to each holder of Notes.
( c) Consent to Amendment. That whenever at any time not less than thirty days , and
within one year, from the date of the first publication of said notice or other service of written notice
the City shall receive an instrument or instruments executed by the holders of at least a majority in
aggregate principal amount of all Notes then outstanding, which instrument or instruments shall refer
to the proposed amendment described in said notice and which specifically consent to and approve
such amendment in substantially the form of the copy thereof on file with the Paying
Agent/Registrar, the City Council may pass the amendatory ordinance in substantially the same form.
( d) Passage of Amendatory Ordinance . That upon the passage of any amendatory
ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be amended
in accordance with such amendatory ordinance, and the respective rights , duties and obligations
under this Ordinance of the City and all the holders of then out standing Notes shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such amendments.
13
(e) Consent Irrevocable. That any consent given by the holder of a Note pursuant to the
provisions of this Section shall be irrevocable for a period of six months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding upon al l
future holders of the same Note during such period. Such consent may be revoked at any time after
six months from the date of the first publication of such notice by the holder who gave such consent,
or by a succes sor in title, by filing notice thereof with the Paying Agent/Registrar therefor and the
City, but such revocation shall not be effective if the holders of a majority in aggregate principal
amount of the then outstanding Notes as in this Section defined have, prior to the attempted
revocation, consented to and approved the amendment.
(f) Determination of Ownership of Notes. For the purposes of this Section, the
ownership and other matters relating to all Notes registered as to ownership shall be determined from
the registration books kept by the Paying Agent/Registrar therefor. The Paying Agent/Registrar may
conclusively assume that such ownership continu es until written notice to the contrary is served upon
the Paying Agent/Registrar.
Section 25. PROPERTY APPRAISALS . That the City has satisfied or will satisfy the
appraisal requirements of Section 252 .051 , Texas Local Government Code, in the acquisition of real
property (including rights -of-way) with proceeds of the Notes .
Section 26. MISCELLANEOUS PROVISIONS. (a) Preamble . That the preamble to this
Ordinance shall be considered an integral part of this Ordinance, and is herein incorporated as part of
the body of this Ordinance for all purposes.
(b) Immediate Effect. This Ordinance shall be effective immediately from and after its
passage in accordance with the provisions of Section 1201.028 , Texas Government Code.
( c) Open Meeting . It is hereby officially found and determined that the meeting at which
this Ordinance was passed was open to the public, and public notice of the time, place and purpose
of said meeting was given, all as required by Chapter 551 , Texas Government Code, as amended.
( d) Rules of Construction. The words "herein", "hereof' and "hereunder" and other words
of similar import refer to this Ordinance as a whole and not to any particular Section or other
subdivision. Except where the context otherwise requires, terms defined in this Ordinance to impart
the singular number shall be considered to include the plural number and vice versa. References to
any named person shall mean that party and its successors and assigns . References to an officer or
designated position ( e.g., City Manager) include any person acting in the capacity of such officer or
designated position, whether on an acting, interim or permanent basis . R eference s to any
constitutional, statutory or regulatory provision mean such provision as it exists on the date this
Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof.
Any reference to the FORM OF NOTE shall refer to the form attached to this Ordinance as Exhibit
B. The titles and headings of the Sections and subsections of this Ordinance have been inserted for
convenience of reference only and are not to be considered a part hereof and shall not in any way
modify or restrict any of the terms or provisions hereof.
14
(e) Inconsistent Provisions. All orders and resolutions , or parts thereof, which are in
conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to be
inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters
prescribed herein.
ADOPTED AND EFFECTIVE December 15 , 2020.
APPROVED AS TO FORM AND LEGALITY:
City Attorney
City of Fort orth, Texas
Sig natur e P age -S er ies 2 02 1A Tax No te Ordin an ce
Description
SCHEDULE I
DE SCRJPTION OF PROJE CTS
A portion of the costs of acquisition, redesign, and
reno vation of real property and improvements
described as the Pier One building for use as a new City Hall
Costs of issuance
Cost($)
73 ,860 ,000
140 ,000
To the extent any proceeds remain available following the above-described purposes , for costs of
redesign and reno vation of the existing City Hall (200 Texas Street, Fort Worth , Texas 7610 2) for
use to serve municipal purposes , including, but not limited to , as station facilities for certain Police
personnel.
Schedul e I
EXHIBIT A
"Authentication Certificate" shall mean the certificate so designated in Section 5(c) ofthis
Ordinance.
"Authorized Denomination" shall mean a denomination of $5,000 or any integral multiple
thereof.
"Authorized Representative" shall mean one or more of the following officers or employees
of the City, acting in concert or individually, to-wit: the City Manager, any Assistant City Manager,
the Chief Financial Officer/Director of Financial Management Services of the City, or such other
officer or employee of the City designated in writing by the City Council to act as an Authorized
Representative. By adoption of this Ordinance, the Chief Financial Officer/Director of Financial
Management Services of the City, as an Authorized Representative, is designated a special Acting
Assistant City Manager for the limited purposes of executing certificates , agreements, notices,
instruction letters, requisitions, and other documents on behalf of the City in accordance with this
Ordinance.
"Bond Counsel" shall mean McCall, Parkhurst & Horton L.L.P . and Kelly Hart & Hallman
LLP, or such other attorney or firm of attorneys who are nationally recognized as having expertise in
the practice of tax-exempt municipal finance law as approved by the City.
"Business Day" means a day other than a Saturday, Sunday, a legal holiday, or a day on
which banking institutions are authorized by law or executive order to close in the City or the city
where the Designated Trust Office of the Paying Agent/Registrar is located.
"Chapter 9" shall mean Chapter 9, Texas Business & Commerce Code .
"Chapter 1201" shall mean Chapter 1201 , Texas Government Code.
"Chapter 1208" shall mean Chapter 1208, Texas Government Code.
"Chapter 1431" shall mean Chapter 1431, Texas Government Code.
"City" or "Issuer" shall mean the City of Fort Worth, Texas.
"City Council" shall mean the City Council of the Issuer, its governing body.
"Code" shall mean the Internal Revenue Code of 1986, as amended .
"Default Rate" shall have the meaning given said term in Section 2 of this Ordinance.
"Defeasance Obligations" shall mean (i) direct, noncallable obligations of the United States
of America, including obligations that are unconditionally guaranteed by the United States of
America and (ii) noncallable obligations of an agency or instrumentality of the United States of
America, including obligations that are unconditionally guaranteed or in sured by the agency or
instrumentality and that, on the date the City adopts or approves proceedings authorizing the issuance
of refunding bonds or, if such defeasance is not in connection with the issuance of refunding bonds,
on the date the City provides for the funding of an escrow to effect the defeasance of the Notes , are
A-1
rated as to investment quality by a nationally recognized investment rating firm not less than AAA or
its equivalent.
"Designated Trust Office" shall mean, on the date the otes are delivered to the Purchaser,
the Dallas , Texas corporate trust office of BOKF, NA.
"Determination of Taxability" shall have the meaning given said term in the FORM OF
NOTE.
"F iscal Year" shall mean the twelve-month period ending September 30, or any consecutive
twelve-month period declared by the City to be its fiscal year.
"Initial Note" shall have the meaning given said term in Section 2 of this Ordinance.
"Interest and Redemption Fund" shall mean the "City of Fort Worth, Texas Tax Notes, Series
2021A Interest and Redemption Fund" established by this Ordinance.
"Notes" shall mean the "City of Fort Worth, Texas, Tax Notes, Series 2021A", issued in
accordance with this Ordinance. The term" otes" shall mean and include the otes initially issued
and delivered pursuant to this Ordinance and all substitute Notes exchanged therefor, as well as all
other substitute Notes and replacement Notes issued pursuant to this Ordinance, and the term "Note"
shall mean any of the Notes.
"Ordinance" shall mean this ordinance authorizing the issuance of the Notes.
"Paying Agent/Registrar" shall mean BOKF, NA, or its successor as designated in accordance
with Section 5 of this Ordinance.
"Payment Date " shall mean each date interest or principal on the Notes shall be due and
payable.
"Projects" shall have the meaning given said term in Section 1 of this Ordinance.
"Purchase Agreement" shall mean the Purchase Agreement between the City and the
Purchaser, dated December 15 , 2020.
"Purchaser" shal l mean Key Government Finance, Inc.
"Registration Books" shall mean the books or records for the registration of the transfer and
exchange of the Notes.
"Rule" shall mean SEC Rule 15c2-12 , as amended from time to time.
"SEC" shall mean the United States Securities and Exchange Commission.
"Serie s 202 IB Notes" shall have the meaning given said term in the preamble to this
Ordinance .
"State" shall mean the State of Texas .
A-2
"Treasury Regulations" shall mean all applicable temporary, proposed and final regulations
and procedures promulgated under the Code or promulgated under the Internal Revenue Code of
1954, to the extent applicable to the Code .
A-3
NO. T-
Registered Owner:
EXHIBITB
FORM OF NOTE
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF FORT WORTH, TEXAS
TAX NOTE, SERIES 2021A
Principal Amount: Seventy Four Million Dollars
Delivery Date: January 21, 2021
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:
*Final maturity
Years
2022
2023
2024
2025
2026*
Principal Installments ($)
14,800,000
14,800,000
14 ,800,000
14 ,800,000
14,800,000
Interest Rates (%)
0 .76
0.76
0.76
0.76
0.76
and to pay interest thereon, at the interest rate or rates specified above, from the delivery date
specified above, on September 1, 2021 and semiannually on each March 1 and September 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.
THE FOREGOING NOTWITHSTANDING, (a) if a payment default by the Issuer on this
Notes occurs, the interest rate on the delinquent amount shall immediately begin to accrue at the rate
of3 % in excess of the then applicable interest rate on this Note (the "Default Rate"); if such payment
default is not cured within ninety (90) days of its occurrence, the interest rate on the entire
outstanding principal amount of this Note shall begin to accrue interest at the Default Rate, and the
Default Rate shall remain in effect until the payment default is cured by the Issuer, or (b) within 90
days following rec eipt by the Purchaser of written notice of (1) the is suance of a published or priv ate
ruling or a technical advice memorandum by the Internal Revenue Service in which the City has
participated or has been given the opportunity to participate, and which ruling or memorandum the
City, in its discretion, does not contest or from which no further right of judicial review or appeal
exists , or (2) a determination from which no further right of appeal exists of any court of competent
B-1
jurisdiction in the United States in a proceeding in which the City has participated or has been a
party, or has been given the opportunity to participate or be a party ( either such event being a
"Determination of Taxability") in either case , to the effect that the interest payable on this Note is
included in the gross income of the holders thereof for federal income tax purposes , the interest rate
on this Note shall be 0.96% (the "Taxable Rate"); provided, however, that no such Determination of
Taxability shall be considered to exist unless (i) the registered owner or former registered owner of
the Note involved in such proceeding or action (a) gives the City prompt notice of the
commencement thereof and (b) (if the City agrees to pay all expenses in connection therewith) offers
· the City the opportunity to control unconditionally the defense thereof and (ii) either ( a) the City does
not agree within 30 days of receipt of such offer to pay such expenses and to control such defense or
(b) the City shall exhaust or choose not to exhaust all available proceedings for the contest, review,
appeal or rehearing of such decree, judgment or action which the City determines to be appropriate.
THE PRINCIPAL OF AND INTEREST ON this Note are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Note shall
be paid to the registered owner hereof upon presentation and surrender of this Note at maturity at the
designated corporate trust office in Dallas, Texas (the "Designated Trust Office") of BOKF, NA,
which is the "Paying Agent/Registrar" for this Note. The payment of interest on this Note shall be
made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by
wire transfer, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and
payable solely from , funds of the Issuer required by the Ordinance authorizing the issuance of this
Note (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as herein-
after provided; and wire transfer shall be made by the Paying Agent/Registrar on each such interest
payment date, to the registered owner hereof, a,t its address as it appeared on the fifteenth day of the
month next preceding each such date (the "Record Date") on the Registration Books kept by the
Paying Agent/Registrar, as hereinafter described . Any accrued interest due at maturity of this Note
shall be paid to the registered owner upon presentation and surrender of this Note for payment at the
Designated Trust Office of the Paying Agent/Registrar.
IN THE EVENT of a non-payment of interest on a scheduled payment date, and for 3 0 days
thereafter, anew record date for such interest payment (a "Special Record Date") will be established
by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received
from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past
due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be
sent at least five business days prior to the Special Record Date by United States mail, first class
postage prepaid, to the address of each registered owner appearing on the registration books of the
Paying Agent/Registrar at the close of business on the last business day next preceding the date of
mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Note shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the City or the city where the
Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or executive
order to close, then the date for such payment shall be the next succeeding day which is not such a
Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and
payment on such date shall have the same force and effect as if made on the original date payment
w as due.
THE ISSUER COVENANTS with the registered owner of this Note that on or before the
principal and interest payment date for this Note it will make available to the Paying
Agent/Registrar, from the "Interest and Redemption Fund" created by the Ordinance, the amounts
B-2
required to provide for the payment, in immediately available funds, of all principal of and interest
on the Notes, when due.
THIS NOTE was authorized by the Ordinance to be issued in the aggregate principal amount
of $74,000,000. This Note is authorized pursuant to Chapter 1431 , Texas Government Code
("Chapter 1431 "), is dated January 21, 2021 , and is issued for the purpose of PA YING
CONTRACTUAL OBLIGATIONS INCURRED OR TO BE INCURRED FOR THE
CONSTRUCTION OF PUBLIC WORKS AND THE PURCHASE OF MATERIALS, SUPPLIES,
EQUIPMENT, MACHINERY, BUILDINGS, LANDS, AND RIGHTS-OF-WAY FOR THE
ISSUER'S AUTHORIZED NEEDS AND PURPOSE, as more fully described in the Ordinance, and
to pay costs of issuance. This Note is issued pursuant to the Ordinance passed and adopted by the
City Council of the Issuer and duly recorded in the minutes of said City Counci l, as authorized by the
Constitution and laws of the State of Texas, including Chapter 1431.
THIS NOTE is subject to redemption at the option of the Issuer prior to its scheduled
maturities , in whole, or in part, on September 1, 2021, or on any date thereafter, at the redemption
price of the principal amount of the Notes called for redemption, and without premium.
NOTICE OF any such redemption ofNotes shall be given in the following manner, to-wit, a
written notice of such redemption shall be given to the registered owner of each Note or a portion
thereof being called for redemption not less than 30 days prior to the date fixed for such redemption
by depositing such notice in the United States mail, first-class postage prepaid, addressed to each
such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar.
Any notice so mailed shall be conclusively presumed to have been duly given notwithstanding
whether one or more registered owners may have failed to have received such notice. By the date
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 Note or the portion hereof
which is to be so redeemed. If such notice of redemption is given, and if due provision for such
payment is made, all as provided above, this Note or the portion hereof which is to be so redeemed,
thereby automatically shall be redeemed prior to its scheduled maturity, and shall not be regarded as
being Outstanding except for the right of the registered owner to receive the redemption price 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 amount of this Note or any
portion hereof. If a portion of this Note shall be redeemed a substitute Note or Notes having the
same maturity date, bearing interest at the same rate , in any denomination or denominations in any
Authorized Denomination ( as defined in the Ordinance) at the written request of the registered
owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued
to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as
provided in the Ordinance . The years of maturity of the Note called for such redemption shall be
selected by the Issuer. This Note or portions thereof redeemed within a maturity shall be selected by
lot or other customary random method selected by the Paying Agent/Registrar (provided that a
portion of this Note may be redeemed only in an Authorized Denomination).
THE FOREGOING PARAGRAPH NOTWITHSTANDING, with respect to any optional
redemption of this Note, 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, an d interest
on this Note to be redeemed will have been received by the Paying Agent/Registrar prior to giving
such notice, such notice may state that the optional redemption will, at the option of the City, be
conditional upon the satisfaction of such prerequisites and receipt of such money by the Paying
Agent/Registrar on or prior to the date fixed for such redemption or upon any prerequisite set forth in
B-3
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 this
Note and the Paying Agent/Registrar will give notice in the manner in which the notice of
redemption was given, to the effect that this Note will not be redeemed.
ALL NOTES OF THIS SERJES are issuable solely as fully registered Notes, without interest
coupons, in the denomination of any Authorized Denomination. As provided in the Ordinance, this
Note may, at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, converted into and exchanged for a like aggregate principal amount of fully registered
Notes, without interest coupons, payable to the appropriate registered owner, assignee or assignees ,
as the case may be, having the same denomination or denominations in any Authorized
Denomination as requested in writing by the appropriate registered owner, assignee or assignees, as
the case may be, upon surrender of this Note to the Paying Agent/Registrar for cancellation, all in
accordance with the form and procedures set forth in the Ordinance . Among other requirements for
such assignment and transfer, this Note must be presented and surrendered to the Paying
Agent/Registrar, together with the proper instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Note or any
portion or portions hereof in any Authorized Denomination to the assignee or assignees in whose
name or names this Note or any such portion or portions hereof is or are to be registered. The Form
of Assi gnment printed or endorsed on this Note may be executed by the registered owner to evidence
the assignment hereof, but such method is not exclusive, and other instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Note or
any portion or portions hereof from time to time by the registered owner. In the case of the assign-
ment, transfer, conversion or exchange of a Note or Notes or any portion or portions thereof, the
reasonable standard or customary fees and charges of the Paying Agent/Registrar will be paid by the
Issuer. In any circumstance , any taxes or governmental charges required to be paid with respect
thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a
condition precedent to the exercise of such privilege .
IN THE EVENT any Paying Agent/Registrar for the Notes is changed by the Issuer, resigns ,
or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be
mailed to the registered owners of the Notes.
IT IS HEREBY CE RTIFIED AND REPRESENTED that this Note has been duly and validly
authorized, issued and delivered ; that all acts , conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this Note
have been performed, existed and been done in accordance with law; that this Note constitutes an
obligation of said Issuer; and that annual ad valorem taxes sufficient to provide for the payment of
the interest on and principal of this Note, as such interest comes due and such principal matures,
have been and will be levied and ordered to be levied against all taxable property in said Issuer, and
have been pledged from the Issuer's annual ad valorem tax for such payment, within the limits pres -
cribed by law. Reference is made to the Ordinance for a more complete description of the Issuer's
obligation to provide for the payment of the principal of and interest on the Notes. By acceptance of
this Note, the registered owner expressly assents to all provisions of the Ordinance.
B-4
IN WITNESS WHEREOF, the Issuer has caused this Note to be signed with the manual or
facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile
signature of the City Secretary, and approved as to form and legality by the manual or facsimile
signature of the City Attorney, and has caused the official seal of the Issuer to be duly impressed, or
placed in facsimile, on this Note.
City Secretary Mayor
City of Fort Worth, Texas City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney
City of Fort Worth, Texas
(SEAL)
B-5
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
I I ------------
(Please print or typewrite name and address, including zip code of Transferee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to register the transfer of the within Note on the books kept for registration thereof, with full
power of substitution in the premises.
Dated: ------
Signature Guaranteed:
NOTICE : Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange
or a commercial bank or trust company.
B-6
NOTICE: The signature above must correspond
with the name of the Re gistered Owner as it
appears upon the front of this Note in every
particular, without alteration or enlargement or
any change whatsoever.
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Note has been issued under the provisions of the Ordinance
described in the text of this Note ; that this Note has been duly authenticated ; and that this Note has
been issued in exchange for or replacement of a note , notes , or a portion of a note or notes of an
issue , the proceedings pursuant to which such issue was authorized were approved by the Attorney
General of the State of Texas .
Dated:
BOKF,NA,
Paying Agent/Registrar
By _________ ~
Authorized Representative
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE:
(only to accompany the Initial Note)
OFFICE OF COMPTROLLER
STATE OF TEXAS
REGISTER NO. ------
I thereby certify that this Note has been examined, certified as to validity, and approved by
the Attorney General of the State of Tex as and that this Note has been registered by the Comptroller
of Public Accounts of the State of Texas.
(SEAL)
WITNESS MY HAND and seal of office at Austin, Texas ----------
B-7
Comptroller of Public Accounts of the
State of Texas
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARK.ER 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 December 15 ,
2020 and of the ordinance authorizing the issuance of City of Fort Worth, Texas Tax Notes, Series
2021 A, which was duly passed at said meeting, and that said copy is a true and correct copy of said
excerpt and the whole of said ordinance. Said meeting was open to the public, and public notice of
the time, place, and purpose of said meeting was given, all as re quired by Chapter 551 , Texas
Government Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of
Fort Worth, this __ day of December, 2020 .
City Secretary of the
City of Fort Worth, Texas
(SEAL)
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE , PARKER AND JOHNSON
CITY OF FORT WORTH
I , Mary J. Kayser, City Secretary of the City of Fort Worth, in the State of Texas , do hereby
certify that I have compared the attached and foregoing excerpt from the minutes of the regular,
open, public meeting of the City Council of the City of Fort Worth, Texas held on December 15 ,
2020 and of the ordinance authorizing the issuance of City of Fort Worth, Texas Tax Notes , Series
2021A, which was duly passed at said meeting, and that said copy is a true and correct copy of said
excerpt and the whole of said ordinance. Said meeting was open to the public, and public notice of
the time, place, and purpose of said meeting was given, all as required by Chapter 551 , Texas
Government Code , as amended.
In testimo::X whereof, I have set my hand and have hereunto affixed the seal of said City of
Fort Worth, this ~ay of December, 2020.
(e) Inconsistent Provisions. All orders and resolutions , or parts thereof, which are in
conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to be
inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the m atters
prescribed herein.
ADOPTED AND EFFECTIVE December 15 , 20 2 0.
APPROVED AS TO FORM AND LE GALITY:
City Attorney
City of Fort -
Signature Page -Series 202 I A Tax Note Ordinance
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARK.ER, WISE AND JOHNSON
CITY OF FORT WORTH
On the 15th day of December, 2020 , the City Council of the City of Fort Worth , Texas,
met in regular, open, public meeting in the City Council Chamber in the City Hall, and roll was
called of the duly constituted members of the City Council, to-wit :
Betsy Price,
Carlos Flores,
Brian Byrd
Cary Moon,
Gyna Bivens,
Jungus Jordan,
Dennis Shingleton,
Kelly Allen Gray,
Ann Zadeh,
David Cooke,
Sarah J. Fullenwider,
Mary J. Kayser
Mayor
Councilmembers ,
City Manager,
City Attorney,
City Secretary,
and a quorum was confirmed; and after the City Council had transacted certain business , the
following business was transacted, to-wit:
Councilmember $J1~e~ introduced an ordinance and moved its passage. The motion
was seconded by Councilmember 1rJ.ttn . The ordinance was read by the City Secretary.
The motion, carrying with it the passage of the ordinance prevailed by a vote of _!J_ YEAS ,0
NAYS. The ordinance as passed is as follows:
The true and correct signature of the City Secretary is as follows:
OFFICIAL TITLE
City Secretary, City of Fort Worth,
Texas
Before me, on this day personally appeared Mary J. Kayser, City Secretary, City of Fort
Worth, Texas, known to me to be the person whose name is subscribed to the foregoing instrument
m my presence.
Given under m y hand and seal of office this Dumb-I~ ~()
,,,~~~~:J,,, RONALD PAUL GONZALES ,:;.:'4.1 ••••• ~~ [ft~:~i Notary Public , State of Texas
-::,~\~ .. ~~~Comm .Expires 05-17-2024 ~,,iflt:t,,.:-Notary ID 10520616
Signature I den ti fi cation -City Secretary -Exhibit B -Tax Notes General Certificate
GENERAL CERTIFICATE
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON
CITY OF FORT WORTH
We, the undersigned, hereby officially certify that we are the City Manager and the Chief
Financial Officer/Director of Financial Management Services, respectively, of the City of Fort
Worth, Texas (the "City "), and we further certify as follows:
General
1. That this certificate is given for the benefit of the Attorney General of the State of Texas
and the purchasers and holders of City of Fort Worth, Texas Tax Notes, Series 2021A, in the
aggregate principal amount of $74,000,000 (the "Series 2021A Notes ") and City of Fort Worth,
Texas Tax Notes, Taxable Series 2021B, in the aggregate principal amount of $26,000,000 (the
"Series 2021B Notes", and together with the Series 2021A Notes, the "Obligations"). The Series
2021A Notes are issued under authority of an ordinance adopted by the City Council on December
15, 2020 (the "Series 2021A Note Ordinance"). The Series 2021B Notes are issued under authority
of an ordinance adopted by the City Council on December 15, 2020 (the "Series 2021B Note
Ordinance"). The Series 2021A Note Ordinance and the Series 2021B Note Ordinance are
collectively referred to herein as the "Ordinances". Defined terms used herein shall have the
meaning ascribed to said terms in the Ordinances .
2 . That any certificate signed b y any official of the City delivered to the purchaser of the
Obligations or the Attorney General of the State of Texas shall be deemed a representation and
warranty by the City as to the statements made therein. The Public Finance Division of the Office
of the Attorney General of the State of Texas is hereby authorized to date this Certificate as of the
date of approval of the Obligations and is entitled to rely upon the accuracy of the information
contained herein unles s notified b y telephone or telecopy to the contrary.
Matters Relating to the City
3. That the City is a duly incorporated home-rule municipality that adopted its charter under
Section 5, Article XI, Texas Constitution, has more than 50,000 inhabitants, and operates and exists
under the Constitution and laws of the State of Texas and the duly adopted Horne Rule Charter of
the City.
4. That no litigation of any nature has been filed and is pending against the City, nor is the
City aware of any litigation threatened against the City, pertaining to, affecting or contesting: (a) the
issuance, delivery, payment, security or validity of the proposed Obligations; (b) the authority of the
officers of the City to adopt the Ordinances, o r to issue, execute and deliver the Obligations; ( c) the
validity of the corporate existence, the current tax rolls, or the Charter of the City; or ( d) the
boundaries of the City.
5. That the seal an impression of which appears below is the co1porate seal of the City; that
said seal has been used continuously as such corporate seal for more than forty years and was duly
adopted as the seal of the City b y the City Council of the City; and that since its adoption, no seal
other than said seal has been used as the corporate seal of the City.
1
Matters Relating to the Execution of the Obligations
12. That in connection with the execution of the Obligations:
(a) The Mayor, City Secretary and City Attorney of the City have officially
executed and signed the Obligations initially delivered to the purchaser thereof by
affixing thereto their manual or facsimile signatures; and by executing Exhibit B to
this Certificate, the Mayor, City Secretary and City Attorney hereby adopt said
facsimile signatures as their own, respectively, and declare that said facsimile
signatures constitute their signatures the same as if they had manually signed each of
the Obligations;
(b) The Obligations are substantially in the form, and have been duly
executed and signed in the manner, prescribed in the respective Ordinances
governing their issuance;
(c) At the time the Obligations were executed and signed the Mayor, City
Secretary and City Attorney were, and at the time of executing this certificate are, the
duly chosen, qualified and acting officers indicated therein, and authorized to execute
the same;
(d) No litigation of any nature has been filed or is now pending which would
affect the provision made for their p ayment or security, or in any manner question
the authority concerning the issuance of the Obligations, and that so far as we know
and believe no such litigation is threatened;
(e) Neither the corporate existence nor boundaries of the City is being
contested, no litiga tion has been filed or is now pending which would affect the
authority of the officers of the City to issue, execute, and deliver the Obligations, and
that no authority or proceedings for the issuance of the Obligations have been
repealed, revoked or rescinded; and
(f) The official seal of the City has been impressed, or printed, or
lithographed on each of the Obligations; and said seal h as been duly adopted as, and
is h ereby declared to be, the official seal of the City.
3
Matters Relating to the Sale of the Obligations
13 . That the Obligations were sold to the purchaser named in the purchase agreements with
the City (the "Purchase Agreements "). To our best knowledge and belief, all the conditions to
effect the sale of the Obligations set forth in the respective Purchase Agreements have been
satisfied. There has n ot been any materially adverse change in the financial condition of the City
since the date of the last audited financial statements of the City.
Matters Relating to the Projects
14. That the Projects (as defined in the Ordinances) to be financed with the proceeds of the
Obligations, for the purposes described in Section 1 (b) of the Ordinances, will enable the City to
consolidate operations in one building, creating efficiencies in operations . To the extent any
proceeds remain after making the expenditures described in Schedule I of the Ordinances, such
proceeds will be used to redesign the current City Hall for use to serve municipal purposes,
including, but not limited to, as station facilities for certain Police personnel. The City has no debt
outstanding with respect to the construction and equipping of the current City Hall.
[Exec11tion Page Follows]
4
EXHIBIT A
Outstanding Ad Valorem Tax Supported Indebtedness of the City
A -I
Exibit A : General P urp ose Debt Service Requirements
Fiscal
Year
Ended Outstanding Debt Service The Series 202 1A Note <2>
9/30 Principal Interest To tal Principal Interest Total
2021 $ 10 1,350,000 $ 30,519,034 $ 13 1,869,034 $ $ 343 ,689 $ 343,689
2022 75,780,000 26,758 ,878 102,538,878 14,800,000 506,160 15,306,160
2023 73 ,705,000 23 ,535 ,944 97,240,944 14,800,000 393,680 15,193,680
2024 64,985 ,000 20 ,374,495 85,359,495 14,800,000 281 ,200 15,081 ,200
2025 62 ,975 ,000 17,2 92,358 80,267,358 14,800,000 168,720 14,968,720
2026 57,835,000 14,347,298 72,182 ,298 14 ,800 ,000 56,240 14,856 ,240
2027 55 ,850,000 11 ,587 ,842 67 ,437 ,842
2028 40,295,000 9,298 ,808 49,593,808
2029 34,40 5,000 7,6 14,151 42,019,151
2030 30,770,000 6,274 ,807 37,044,807
2031 29 ,955,000 5,093 ,317 35,048,317
2032 27,995,000 3,967 ,305 3 1,962,305
2033 24,050,000 3,005 ,345 27,055,345
2034 17,640,000 2,309,266 19,949,266
2035 16,720,000 1,767 ,4 16 18,487 ,4 16
2036 15,205 ,000 1,279,338 16 ,484 ,338
2037 11,050,000 884,7 63 11 ,934,763
2038 11 ,050,000 542 ,038 11,592,038
2039 8,7 85,000 238,900 9,023,900
2040 4,285,000 53 ,563 4,338,563
$ 764 ,685 ,000 $ 18 6,744,863 $ 95 1,429,863 $ 74 ,000 ,000 $ 1,749,689 $ 75,749,689
(1) Average l ife of th e issue -3.111 years. interest on th e S eries 2021A Note has been calculated at a rate of 0. 76%.
(2) Average life of th e issue -3.111 years. Interest on th e Series 202 1B Note has been calculated at a rate of 0.99%.
HilftopSecu rities ~
A H•ti p llo~gs Company.
Less: Car
Rental
The Series 2021B Note <3> Tax
Princip al Interest Total Obligations
$ $ 157 ,300 $ 157,300 $ 3,006,197
5,200,000 231,660 5,43 1,660 3,000 ,670
5,200,000 180 ,180 5,380,180 3,004,660
5,200,000 128 ,700 5,328,700 3,000,478
5,200,000 77,220 5,2 77,220 2,997,756
5,200,000 25,740 5,225,740 2,999,900
2,9 9 1,785
2,993,160
2 ,992,162
2,988,856
2 ,980 ,303
840,379
840 ,4 59
$ 26,000,000 $ 800 ,800 $ 26 ,800,800 $ 34,636,762
Less : Self-Less: Self-Total Tax
Less: Self-S upp ort in g Supporting Less: Self-Supported %of
Supporting Cul ture Solid Supporting Deb t Service Principal
Parking and Tourism Waste CCPD <5> Requirements Retired
$ 2,976 ,525 $ 3,689,250 $ 484 ,6 20 $ 2,771,133 $ 11 9,442,298
2,975,6 50 2,079,550 469,426 2,713 ,347 112,038 ,056
2 ,975 ,4 00 976,750 454,349 2,655,560 107,748,086
2,980,400 979,625 43 4,446 98 ,374,447
2,980,400 975 ,375 414,777 93,144,990 53.06%
2,975,400 978,875 85 ,310,103
2,980,025 61,466,033
2,978,900 43 ,62 1,748
2 ,979 ,600 36,047,389
2,978,000 31,077,951 80.12%
2,972 ,400 29,095,6 14
2,972,600 28,149,326
2,973,300 23,241 ,586
19,949,266
18 ,487,4 16 93.99%
16,484,338
11 ,934,763
11 ,592,038
9,023 ,900
4,338,563 100 .00%
$ 38 ,698,600 $ 9,679,425 $ 2,257,616 $ 8,140,040 $ 960,567,908
12/15/2020
SIGNED AND SEALED this
City Manage ,
City of Fort orth, Texas
Cbief Financial Officer/Director of
Financial Management Services,
City of Fort Worth, Texas
General Certificate Signatur e Page -City of Fort Worth, Texas Tax Notes, Series 2021A and
City of Fort Worth, Texas Tax Notes, Taxable Serie s 2021B
5
EXHIBITB
The true and correct signature of the Mayor is as follows:
MANUAL SIGNATURE OFFICIAL TITLE
~ ~--
Mayor, City of Fort Worth, Tex as
Before me, on this day personally appeared Betsy Price, Mayor, City of Fort Worth, Texas,
known to me to be the person whose name is subscribed to the foregoing instrument ill my
presence.
Given under m y hand and seal of office this
~-~~~'t::,,~ RONALD PAUL GONZALES ~~ ..... ~:~ [f{:.A,,;-~1 Notary Publ ic, State of Texas
~~\~lf$ Comm . Expires 05-17-2024
~;t,~f;~,$ Notary ID 10520616
Signatur e Identificati on -Mayor -Exhi bit B -T ax Notes General Certi ficate
The true and correct signature of the City Attorney is as follows:
MANUAL SIGNATURE OFFICIAL TITLE
City Attorney, City of Fort Worth,
Texas
Before me, on this day personally appeared Sarah J. Fullenwider, City Attorney, City of Fort
Worth, Texas, known to me to be the person whose name is subscribed to the foregoing instrument
ill my presence.
Given under my hand and seal of office this '])UrnW-'i? 1fr~ .
Signature Identification -City Attorney -Exhibit B -Tax Notes General Certificate