HomeMy WebLinkAbout(0183) 2020 amended and restated note ord draft 042020.PDFORDINANCE-05-2020
AMENDED AND RESTATED
ORDINANCE AUTHORIZING ISSUANCE OF TAX NOTES OF THE CITY
OF FORT WORTH, TEXAS IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $28,800,000;
APPROVING THE SALE OF THE NOTES; ESTABLISHING PARAMETERS WITH
RESPECT TO THE SALE OF THE NOTES; DELEGATING TO DESIGNATED CITY
OFFICIALS THE AUTHORITY TO EFFECT THE SALE OF THE NOTES; ENACTING
OTHER PROVISIONS RELATING TO THE SUBJECT; AND DECLARING AN
IMMEDIATE EFFECTIVE DATE
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
WHEREAS, the Issuer (such term and other capitalized terms used in this Ordinance
being as defined in Exhibit A attached hereto), is a home -rule municipality having a total
population of at least 80,000 according to the last preceding federal census, and was organized,
created and established pursuant to the Constitution and laws of the State of Texas; and
WHEREAS, the City Council is authorized pursuant to Chapter 1431 to issue notes for
specified purposes, including, without limitation, to pay a contractual obligation incurred or to be
incurred for the construction of a public work and the purchase of materials, supplies, equipment,
machinery, buildings, lands, and rights -of -way for an issuer's authorized needs and purposes; and
WHEREAS, the City Council deems it in the best interest of the Issuer to issue the Notes,
pursuant to Chapter 1431, for the purposes hereinafter stated, and to secure the payment of the
Notes from a pledge of the ad valorem taxes assessed and collected by the City; and
WHEREAS, because of fluctuating conditions in the municipal bond market, the City
Council delegates to the City Manager and the Chief Financial Officer/Director of Financial
Management Services of the City, individually, but not collectively (each, a "Pricing Officer"),
the authority to effect the sale of the Notes, subject to the parameters described in this
Ordinance; and
WHEREAS, an ordinance authorizing the sale of Notes was adopted by the City Council
on April 7, 2020; and
WHEREAS, it has been determined that it is desirable for additional items to be funded
with proceeds of the Notes; and
WHEREAS, this Ordinance expands the list of projects to be eligible to be financed with
the proceeds of the Notes and increases the maximum amount of Notes that may be sold under
authority of this Ordinance, and is intended to supersede the action taken on April 7, 2020,
except as noted in the last paragraph of Section 15 of this Ordinance.
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NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF FORT WORTH, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF NOTES. That pursuant to
authority granted to the City Council by Chapter 1431, the Notes shall be and are hereby
authorized to be issued in an aggregate principal amount not to exceed $28,800,000 for the
purpose of PAYING CONTRACTUAL OBLIGATIONS INCURRED OR TO BE INCURRED
FOR THE CONSTRUCTION OF PUBLIC WORKS AND THE PURCHASE OF
MATERIALS, SUPPLIES, EQUIPMENT, MACHINERY, BUILDINGS, LANDS, AND
RIGHTS -OF -WAY, as more fully described in Schedule I attached to this Ordinance (the
"Projects"), and to pay the costs of issuance of the Notes. The City Council hereby delegates to
the Pricing Officer the decision to conduct the sale of the Notes through either a competitive
sale, a negotiated sale conducted as a public offering, or a negotiated sale conducted as a private
placement, in the manner provided in this Ordinance. The authority delegated to the Pricing
Officer to effect the sale of the Notes expires at the close of business on Thursday, December 31,
2020.
Section 2. DELEGATION OF SALE OF NOTES. (a) That the Notes shall be sold as
fully registered obligations, without interest coupons, numbered consecutively from R-1 upward,
payable to the respective initial registered owners of the Notes, or to the registered assignee or
assignees of the Notes, in integral multiples of $5,000 (an "Authorized Denomination"),
maturing not later than March 1, 2027, payable serially or otherwise on the dates, in the years
and in the principal amounts, and dated, all as set forth in the bidding instructions prepared in
connection with the sale of the Notes (the 'Bidding Instructions") and the bid form to be
submitted by bidders seeking to purchase the Notes (the "Official Bid Form"), in the case of
Notes sold through a competitive sale, or as set forth in a note purchase agreement (the
"Purchase Agreement"), for Notes sold through a negotiated sale.
(b) A Pricing Officer, acting for and on behalf of the City, is hereby authorized to seek
competitive bids for the sale of the Notes authorized to be sold by this Ordinance, and is hereby
authorized to prepare and distribute the Bidding Instructions and the Official Bid Form with
respect to seeking competitive bids for the sale of the Notes. The Bidding Instructions shall
contain the terms and conditions relating to the sale of the Notes, including the date bids for the
purchase of the Notes are to be received, the date of the Notes, any additional designation or title
by which the Notes shall be known, the aggregate principal amount of the Notes to be sold, the
price at which the Notes will be sold, the years in which the Notes will mature, the principal
amount to mature in each of such years, the rate or rates of interest to be borne by each such
maturity, the interest payment periods, and all other matters relating to the issuance, sale and
delivery of the Notes so sold, including, without limitation, whether the Notes are sold, in whole
or in part, as tax-exempt obligations, and the use of municipal bond insurance for the Notes. A
Pricing Officer, acting for and on behalf of the City, is hereby authorized to receive and accept
bids for the sale of the Notes in accordance with the Bidding Instructions on such date as
determined thereby. The Notes so sold shall be sold at such price as the Pricing Officer of the
City shall determine to be the most advantageous to the Issuer, which determination shall be
evidenced by the execution thereby of the Official Bid Form submitted by the best and winning
bidder. As a condition to executing the Official Bid Form, the Notes must bear a rating at a level
such that the Notes satisfy the requirements of Chapter 1371, Texas Government Code, to
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constitute "obligations", as such term is defined therein. One Note in the principal amount
maturing on each maturity date as set forth in the Official Bid Form shall be delivered to the
initial purchasers thereof, and such purchasers shall have the right to exchange such Notes as
provided in Section 5 hereof without cost. The Notes shall initially be registered in the name as
set forth in the Official Bid Form. In case any officer whose signature shall appear on the Notes
shall cease to be such officer before the delivery of the Notes, such signature shall nevertheless
be valid and sufficient for all purposes the same as if such officer had remained in office until
such delivery. A Pricing Officer shall not execute the Official Bid Form unless the best bidder
has confirmed to such Pricing Officer that either it has made disclosure filings to the Texas
Ethics Commission in accordance with Section 2252.908, Texas Government Code, or is exempt
from making such filings under Section 2252.908(c)(4), Texas Government Code. Within thirty
(30) days of receipt of any disclosure filing from the best bidder for the Notes, the City will
acknowledge such disclosure filing in accordance with the rules of the Texas Ethics
Commission. Any finding or determination made by a Pricing Officer relating to the issuance
and sale of the Notes shall have the same force and effect as a finding or determination made by
the City Council. By adoption of this Ordinance, the Chief Financial Officer/Director of
Financial Management Services of the City, as a Pricing Officer and Authorized Representative,
is designated a special Acting Assistant City Manager for the limited purposes of executing
certificates, agreements, notices, instruction letters, requisitions, and other documents on behalf
of the City in accordance with this Ordinance.
(c) A Pricing Officer, acting for and on behalf of the City, is hereby authorized to sell all
or any portion of the Notes authorized to be sold by this Ordinance by a negotiated sale
conducted as a public underwriting, and should the Pricing Officer determine to sell Notes by
negotiated sale conducted as a public underwriting, the Pricing Officer may designate the senior
managing underwriter for the Notes so sold by a negotiated sale, and such additional investment
banking firms as deemed appropriate by the Pricing Officer (collectively, the "Underwriters") to
assure that the Notes are sold on the most advantageous terms to the City. Should Notes be sold
through a negotiated sale conducted as a public underwriting, the Pricing Officer, acting for and
on behalf of the City, is authorized to enter into and carry out a Purchase Agreement with the
Underwriters for the Notes, at such price, with and subject to such terms as determined by the
Pricing Officer, subject to the provisions of this Ordinance. One Note in the principal amount
maturing on each maturity date as set forth in the Purchase Agreement shall be delivered to the
Underwriters, and the Underwriters shall have the right to exchange such Notes as provided in
Section 5 hereof without cost. The Notes shall initially be registered in the name designated by
the Underwriters as set forth in a Purchase Agreement. In case any officer whose signature shall
appear on the Notes shall cease to be such officer before the delivery of the Notes, such signature
shall nevertheless be valid and sufficient for all purposes the same as if such officer had
remained in office until such delivery. The Purchase Agreement shall be substantially in the
form and substance previously approved by the City in connection with the authorization of
bonds sold by the City, as shall be acceptable to the Pricing Officer, including, without
limitation, to contain such terms and conditions as may be provided in accordance with
subsection (e) of this Section. As a condition to executing the Purchase Agreement, the Notes
must bear a rating at a level such that the Notes satisfy the requirements of Chapter 1371, Texas
Government Code, to constitute "obligations", as such term is defined therein.
(d) The Pricing Officer, acting for and on behalf of the City, is hereby authorized to sell
all or any portion of the Notes authorized to be sold by this Ordinance by a negotiated sale
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conducted as a private placement, and should the Pricing Officer determine to sell Notes by
negotiated sale conducted as a private placement, the Pricing Officer may negotiate the sale of
Notes with a bank or other financial institutions (the "Purchaser") as deemed appropriate by the
Pricing Officer to assure that the Notes are sold on the most advantageous terms to the City.
Should Notes be sold through a negotiated sale conducted as a private placement, the Pricing
Officer, acting for and on behalf of the City, is authorized to enter into and carry out a Purchase
Agreement with the Purchaser of the Notes, at such price, with and subject to such terms as
determined by the Pricing Officer, subject to the provisions of this Ordinance. One Note in the
principal amount maturing on each maturity date as set forth in the Purchase Agreement shall be
delivered to the Purchaser, and the Purchaser shall have the right to exchange such Notes as
provided in Section 5 hereof without cost. The Notes shall initially be registered in the name
designated by the Purchaser as set forth in a Purchase Agreement. In case any officer whose
signature shall appear on the Notes shall cease to be such officer before the delivery of the Notes,
such signature shall nevertheless be valid and sufficient for all purposes the same as if such
officer had remained in office until such delivery. The Purchase Agreement shall be
substantially in the form and substance previously approved by the City in connection with the
authorization of bonds sold by the City, as shall be acceptable to the Pricing Officer, including,
without limitation, to contain such terms and conditions as may be provided in accordance with
subsection (e) of this Section. As a condition to executing the Purchase Agreement, the Notes
must bear a rating at a level such that the Notes satisfy the requirements of Chapter 1371, Texas
Government Code, to constitute "obligations", as such term is defined therein.
(e) Should Notes be sold by a negotiated sale, the Pricing Officer is hereby authorized,
appointed, and designated to act on behalf of the City in the selling and delivering the Notes and
carrying out the other procedures specified in this Ordinance, including determining and fixing
the date of the Notes, any additional or different designation or title by which the Notes shall be
known, the aggregate principal amount of the Notes to be sold, the price at which the Notes will
be sold, the years in which the Notes will mature, the principal amount to mature in each of such
years, the rate or rates of interest to be borne by each such maturity, the interest payment periods,
the dates, price, and terms upon and at which the Notes shall be subject to redemption prior to
maturity at the option of the City, as well as any mandatory sinking fund redemption provisions,
and all other matters relating to the issuance, sale, and delivery of the Notes, including, without
limitation, whether the Notes are sold, in whole or in part, as tax-exempt obligations, and the use
of municipal bond insurance for the Notes, all of which shall be specified in the Purchase
Agreement. The Pricing Officer, acting for and on behalf of the City, is authorized to enter into
with the Underwriters, in the case of Notes sold through a negotiated sale conducted as a public
underwriting, and the Purchaser, in the case of Notes sold through a negotiated sale conducted as
a private placement, and to carry out the conditions specified in a Purchase Agreement for the
Notes, at such price and subject to such terms as are set forth therein. A Pricing Officer shall not
execute the Purchase Agreement unless each Underwriter, in the case of a negotiated sale
conducted as a public offering, or the Purchaser, in the case of a negotiated sale conducted as a
private placement, has confirmed to such Pricing Officer that either it has made disclosure filings
to the Texas Ethics Commission in accordance with Section 2252.908, Texas Government Code,
or is exempt from making such filings under Section 2252.908(c)(4), Texas Government Code.
Within thirty (30) days of receipt of any disclosure filing from an Underwriter or the Purchaser,
as the case may be, the City will acknowledge such disclosure filing in accordance with the rules
of the Texas Ethics Commission.
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(f) The City Council authorizes the City Manager and the Chief Financial
Officer/Director of Financial Management Services of the City to provide for and oversee the
preparation of a preliminary and final official statement (the "Official Statement") in connection
with the issuance of the Notes sold either through a competitive sale or a negotiated sale
conducted as a public offering, and to approve the preliminary and final official statement and
deem the preliminary official statement final, and to provide it to the initial purchasers of the
Notes, in the case of a competitive sale, or the Underwriters, in the case of a negotiated sale
conducted as a public offering, in compliance with the Rule. The final Official Statement in the
form and content approved by a Pricing Officer shall be deemed to be approved by the City
Council and constitute the Official Statement authorized for distribution to and use by the initial
purchasers of the Notes.
Section 3. REDEMPTION. That the Notes are not subject to redemption prior to their
scheduled maturities.
Section 4. INTEREST. That the Notes shall bear interest at the rates per annum set
forth in the Official Bid Form accepted as the best bid, in the case of a competitive sale, or in the
Purchase Agreement, in the case of a negotiated sale. The interest on the Notes shall be payable
to the registered owner of any such Note on the dates and in the manner provided in the FORM
OF NOTE set forth in Exhibit B to this Ordinance. Interest on the Notes shall be calculated on
the basis of a 360-day year consisting of twelve 30-day months. The Notes shall not have a net
effective interest rate, calculated in accordance with Chapter 1204, Texas Government Code, in
excess of 4.00%.
Section 5. CHARACTERISTICS OF THE NOTES. (a) Registration, Transfer,
Conversion and Exchange; Authentication. That the Issuer shall keep or cause to be kept at
the Designated Trust Office of the Paying Agent/Registrar the Registration Books, and the Issuer
hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books
or records and make such registrations of transfers and exchanges under such reasonable
regulations as the Issuer and the Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such registrations, transfers and exchanges as herein provided within
three calendar days of presentation in due and proper form. The Paying Agent/Registrar shall
obtain and record in the Registration Books the address of the registered owner of each Note.
The Issuer shall have the right to inspect the Registration Books during regular business hours of
the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration
Books confidential and, unless otherwise required by law, shall not permit their inspection by
any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees
and charges for making such registration, transfer, exchange and delivery of a substitute Note or
Notes. Registration of assignments, transfers and exchanges of Notes shall be made in the
manner provided and with the effect stated in the FORM OF NOTE. Each substitute Note shall
bear a letter and/or number to distinguish it from each other Note.
An authorized representative of the Paying Agent/Registrar shall, before the delivery of
any Note (other than Notes that bear the signature of the Comptroller of Public Accounts of the
State of Texas, as provided in the FORM OF NOTE), date and manually sign said Note, and no
such Note shall be deemed to be issued or outstanding unless such Note is so executed. The
Paying Agent/Registrar promptly shall cancel all paid Notes surrendered for transfer and
exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the
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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 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
coupons, with the principal of and interest on such Notes to be payable only to the registered
owners thereof, (ii) may be transferred, assigned, converted, and exchanged for other Notes, (iii)
may be subject to redemption prior to their scheduled maturities, (iv) shall have the
characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) shall be payable as to
principal and interest, and (vii) shall be administered and the Paying Agent/Registrar and the
Issuer shall have certain duties and responsibilities with respect to the Notes, all as provided, and
in the manner and to the effect as required or indicated, in the FORM OF NOTE. On each
substitute Note issued in conversion of and exchange for any Note issued under this Ordinance
the Paying Agent/Registrar shall execute the Paying Agent/Registrar's Authentication Certificate,
in the form set forth in the FORM OF NOTE (the "Authentication Certificate").
(d) Substitute Paying Agent/Registrar. The Issuer covenants with the registered
owners of the Notes that at all times while the Notes are outstanding the Issuer will provide a
competent and legally qualified bank, trust company, financial institution, or other agency to act
as and perform the services of Paying Agent/Registrar for the Notes under this Ordinance, and
that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at
its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the
Paying Agent/Registrar, to be effective not later than 15 days prior to the next succeeding
Payment Date. In the event that the entity at any time acting as Paying Agent/Registrar (or its
successor by merger, acquisition, or other method) should resign or otherwise cease to act as
such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank,
trust company, financial institution, or other agency to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying
Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof),
along with all other pertinent books and records relating to the Notes, to the new Paying
Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying
Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new
Paying Agent/Registrar to each registered owner of the Notes, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to
have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
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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 Interest and Redemption Fund shall be established and maintained by the Issuer at an official
depository bank of the Issuer for so long as the Notes or interest thereon are outstanding and
unpaid. The Interest and Redemption Fund shall be kept separate and apart from all other funds
and accounts of the Issuer, and shall be used only for paying the interest on and principal of the
Notes. Until expended for the purposes set forth in Section 1 hereof, the proceeds derived from
the sale of the Notes shall be held as further security for the timely payment of the principal and
interest on the Notes. Ad valorem taxes levied and collected for and on account of the Notes
shall be deposited, as collected, to the credit of the Interest and Redemption Fund. During each
year while any Note is outstanding and unpaid, the City Council shall compute and ascertain a
rate and amount of ad valorem tax which will be sufficient to raise and produce the money
required to pay the interest on the Notes as such interest comes due, and to provide and maintain
a sinking fund of at least two percent (2%) thereof, in any event in an amount adequate to pay the
principal of such Notes as such principal matures; and said tax shall be based on the latest
approved tax rolls of the Issuer, with full allowance being made for tax delinquencies and the
cost of tax collection. The rate and amount of ad valorem tax is hereby levied by the City
Council, and is hereby ordered to be levied, against all taxable property in the Issuer for each
year while any Note is outstanding and unpaid; and said tax shall be assessed and collected each
such year and deposited to the credit of the Interest and Redemption Fund. Ad valorem taxes
sufficient to provide for the payment of the interest on and principal of the Notes as such interest
comes due and such principal matures, are hereby pledged from the ad valorem taxes of the
Issuer for such payment, within the limit prescribed by law. If sufficient ad valorem taxes have
not been levied and collected for the purpose of making debt service payments on Notes when
due, there shall be appropriated from the City's general fund moneys sufficient to enable the City
to make such debt service payments on a Payment Date including specifically the payment of
debt service on the Notes on the first Payment Date therefor. Notwithstanding the foregoing, if
the City deposits or budgets to be deposited in the Interest and Redemption Fund any other
revenues, income or resources in advance of the time when ad valorem taxes are scheduled to be
levied for any year,
then the amount of taxes which otherwise would have been required to be levied may be reduced
to the extent and by the amount then on deposit or budgeted to be deposited in the Interest and
Redemption Fund.
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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 shall be available to the registered owners of
the Notes and shall be cumulative of all other existing remedies. By accepting the delivery of a
Note authorized under this Ordinance, the registered owner thereof agrees that the certifications
required to effect any covenants or representations contained in this Ordinance do not and shall
never constitute or give rise to a personal or pecuniary liability or charge against the officers,
employees or members of the City or the City Council. None of the members of the City
Council, nor any other official or officer, agent, or employee of the City, shall be charged
personally by the registered owners with any liability, or be held personally liable to the
registered owners of the Notes under any term or provision of this Ordinance, or because of any
default or alleged default under this Ordinance.
Section 10. TRANSFERS TO PAYING AGENT. That the Issuer further covenants
that on or before each Payment Date, there shall be transferred to the Paying Agent/Registrar an
amount sufficient to pay the principal and interest requirements due on the Notes as they become
due and payable.
Section 11. USE OF NOTE PROCEEDS. That the proceeds of the issuance of the
Notes shall be deposited in the manner directed in writing by the Chief Financial
Officer/Director of Financial Management Services and used to pay contractual obligations
incurred or to be incurred in connection with and the purchase of materials, supplies, equipment,
machinery, buildings, lands, and rights -of -way for the Projects. The foregoing notwithstanding,
proceeds representing accrued interest, if any, on the Notes shall be deposited to the credit of the
Interest and Redemption Fund, and proceeds, if any, representing premium paid as part of the
purchase price for the Notes may be used for any purpose authorized by Section 1201.042(d),
Texas Government Code.
Section 12. INVESTMENTS. (a) That the City may place proceeds of the Notes
(including investment earnings thereon) in time deposits, or invest or direct the investment of the
same, as authorized by law, including, without limitation, the Public Funds Investment Act of
1987, as amended (Chapter 2256, Texas Government Code), and the City's investment policy;
provided, however, that the Issuer hereby covenants that the proceeds of the sale of the Notes
will be expended as soon as practicable for the purposes for which the Notes are issued.
(b) Amounts received from the investment of the proceeds of the Notes remaining after
the payment of all project costs, to the extent not required to be deposited to a separate rebate
fund as required by section 148 of the Code and Section 15 of this Ordinance, shall be placed
into the Interest and Redemption Fund and used for the payment of debt service on the Notes.
Section 13. SECURITY FOR FUNDS. That all deposits authorized or required by this
Ordinance shall be secured to the fullest extent required by law for the security of public funds.
Section 14. DUTIES OF OFFICERS OF THE ISSUER. (a) That the Mayor, the City
Secretary, and each Authorized Representative is hereby instructed and directed to do any and all
things necessary in reference to the maintenance of the Issuer and to make money available for
the payment of the Notes in the manner provided by law.
(b) The City Secretary is authorized to execute the certificate to which this Ordinance is
attached on behalf of the City. The Mayor, any Authorized Representative, the City Secretary
and any Assistant City Secretary are authorized to do any and all things proper and necessary to
carry out the intent of this Ordinance.
(c) The City Manager is hereby authorized to have control of the Notes and all necessary
records and proceedings pertaining to the Notes pending their delivery to the Purchaser. The
City Manager or the designee thereof is directed to submit for investigation, examination and
approval by the Attorney General of the State of Texas the Notes and the proceedings
authorizing their issuance, and to request the registration of the Notes and the proceedings
authorizing their issuance by the Comptroller of Public Accounts of the State of Texas. The
City Council hereby authorizes the payment of the fee of the Office of the Attorney General of
the State of Texas for the examination of the proceedings relating to the issuance of the Notes, in
the amount determined in accordance with the provisions of Section 1202.004, Texas
Government Code.
Section 15. FEDERAL TAX COVENANTS. That the Issuer covenants to comply with
the provisions of the Code applicable to the issuance of tax-exempt obligations such as the
Notes. The Issuer's covenant to comply with the Code shall include, without limitation,
compliance with those provisions of the Code regarding the timing of expenditure of proceeds of
the Notes, the restriction on investment yields, the filing of information returns with the Internal
Revenue Service, and, if required by the Code, the rebate of excess arbitrage earnings to the
United States. Further, the Issuer certifies that based upon all facts and estimates now known or
reasonably expected to be in existence on the date the Notes are delivered and paid for, the Issuer
expects that the proceeds of the Notes will not be used in a manner that would cause the Notes or
any portion of the Notes to be an "arbitrage bond" within the meaning of section 148 of the
Code, and the regulations prescribed thereunder. Furthermore, the Mayor and each Authorized
Representative is authorized and directed to provide certifications of facts and estimates that are
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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 of this Section, the Issuer shall be entitled to rely upon an opinion
of Bond Counsel.
In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than ten percent of the proceeds
of the Notes (less amounts deposited to a reserve fund, if any) are used for any "private
business use", as defined in section 141(b)(6) of the Code or, if more than ten percent of
the proceeds are so used, that amounts, whether or not received by the Issuer, with
respect to such private business use, do not, under the terms of this Ordinance or any
underlying arrangement, directly or indirectly, secure or provide for the payment of more
than ten percent of the debt service on the Notes, in contravention of section 141(b)(2) of
the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds five percent of the proceeds of the Notes (less
amounts deposited into a reserve fund, if any), then the amount in excess of five percent
is used for a "private business use" which is "related" and not "disproportionate", within
the meaning of section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser
of $5,000,000, or five percent of the proceeds of the Notes (less amounts deposited into a
reserve fund, if any), is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the
Notes being treated as "private activity bonds" within the meaning of section 141(b) of
the Code;
(e) to refrain from taking any action that would result in the Notes being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Notes, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section 148(b)(2) of the Code) which produces
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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 date of delivery of the Notes) an amount that is at least equal to
90 percent of the "Excess Earnings" (within the meaning of section 148(f) of the Code)
and to pay to the United States of America, not later than 60 days after the Notes have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
The Issuer understands that the term "proceeds" includes "disposition proceeds" as
defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if
any) and proceeds of the refunded bonds expended prior to the date of the issuance of the Notes.
It is the understanding of the Issuer that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings promulgated by the U.S. Department of
the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated
which modify, or expand provisions of the Code, as applicable to the Notes, the Issuer will not
be required to comply with any covenant contained herein to the extent that compliance would
conflict with or contradict such modification or expansion and that compliance with such
modification or expansion, in the opinion of Bond Counsel, will not adversely affect the
exemption from federal income taxation of interest on the Notes under section 103 of the Code.
In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Notes, the Issuer agrees to comply with the additional
requirements to the extent necessary, in the opinion of Bond Counsel, to preserve the exemption
from federal income taxation of interest on the Notes under section 103 of the Code. In
furtherance of the foregoing, each of the Mayor, the City Manager, any Assistant City Manager,
and the Chief Financial Officer/Director of Financial Management Services of the City may
execute any certificates or other reports required by the Code and to make such elections, on
behalf of the City, which may be permitted by the Code as are consistent with the purpose for the
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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 Section 1 of this Ordinance incurred within 60 days of April 7, 2020 and
thereafter, will be appropriate and consistent with the lawful objectives of the City and, as such,
the City chooses to declare its intention, in accordance with the provisions of section 1.150-2 of
the Treasury Regulations, to reimburse itself for such payments at such time as it issues public
securities to finance improvements for the purposes described in the preamble to this Ordinance;
provided, that all such costs to be reimbursed will be capital expenditures, and that any such
public securities to be issued shall be issued within 18 months of the later of (i) the date the
expenditures were paid or (ii) the date on which the property, with respect to which such
expenditures were made, is placed in service; and the foregoing notwithstanding, the public
securities will not be issued on a date that is more than three years after the date any expenditure
which is to be reimbursed is paid.
Section 16. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR
ELIGIBLE PROJECTS. That the City covenants to account for on its books and records the
expenditure of proceeds from the sale of the Notes and any investment earnings thereon to be
used for the acquisition of the Projects by allocating proceeds to expenditures within 18 months
of the later of the date that (a) the expenditure on the Projects is made or (b) each item of each
Project is acquired. The foregoing notwithstanding, the City shall not expend such proceeds or
investment earnings more than 60 days after the later of (a) the fifth anniversary of the date of
delivery of the Notes or (b) the date the Notes are retired, unless the City obtains an opinion of
Bond Counsel substantially to the effect that such expenditure will not adversely affect the tax-
exempt status of the Notes. For purposes of this Section, the City shall not be obligated to
comply with this covenant if it obtains an opinion of Bond Counsel to the effect that such failure
to comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
Section 17. DISPOSITION OF ELIGIBLE PROJECTS. That the City covenants that
any item of the Projects will not be sold or otherwise disposed in a transaction resulting in the
receipt by the City of cash or other compensation, unless the City obtains an opinion of Bond
Counsel substantially to the effect that such sale or other disposition will not adversely affect the
tax-exempt status of the Notes. For purposes of this Section, the portion of the property
comprising personal property and disposed of in the ordinary course of business shall not be
treated as a transaction resulting in the receipt of cash or other compensation. For purposes of
this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion
of Bond Counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 18. WRITTEN PROCEDURES. That until superseded by another action of
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the City, the written procedures to ensure compliance with the covenants contained herein
regarding private business use, remedial actions, arbitrage and rebate approved by the City on
September 11, 2018, apply to the issuance of the Notes, and are incorporated by reference into
this Ordinance.
Section 19. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports.
(i) That the City shall provide annually to the MSRB (1) within six months after the end of each
fiscal year ending in or after 2020, financial information and operating data with respect to the
City of the general type described in Exhibit C hereto, and (2) if not provided as part of the
financial information and operating data, annual financial statements of the City, when and if
available. Any financial statements so to be provided shall be (1) prepared in accordance with
the accounting principles described in Exhibit C hereto, or such other accounting principles as
the City may be required to employ from time to time pursuant to state law or regulation, and
(2) audited, if the City commissions an audit of such statements and the audit is completed
within twelve months after the end of each fiscal year ending in or after 2020. If audited
financial statements are not available by the end of the twelve month period, then the City shall
provide notice that the audited financial statements are not available, shall provide unaudited
financial information containing the information described in the tables referenced in Exhibit C
hereto under the heading "Annual Financial Statements and Operating Data" by the required
time, and shall provide audited financial statements for the applicable fiscal year to the MSRB,
when and if the audited financial statements become available.
(ii) If the City changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section. The
financial information and operating data to be provided pursuant to this Section may be set forth
in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB)
that theretofore has been provided to the MSRB or filed with the SEC. Filings shall be made
electronically, in such format as is prescribed by the MSRB.
(b) Disclosure Event Notices. The City shall notify the MSRB of any of the following
events with respect to the Notes, in a timely manner not in excess of ten Business Days after the
occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Notes, or other material events affecting the
tax status of the Notes;
7. Modifications to rights of holders of the Notes, if material;
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8. Note calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Notes,
if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other
than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material;
14. Appointment of a successor Paying Agent/Registrar or change in the name
of the Paying Agent/Registrar, if material;
15. Incurrence of a Financial Obligation of the Obligated Person, if material,
or agreement to covenants, events of default, remedies, priority rights, or
other similar terms of a Financial Obligation of the Obligated Person, any
of which affect security holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or
other similar event under the terms of a Financial Obligation of the
Obligated Person, and which reflect financial difficulties.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by subsection (a).
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar
event" means the appointment of a receiver, fiscal agent or similar officer for the City in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law
in which a court or governmental authority has assumed jurisdiction over substantially all of the
assets or business of the City, or if jurisdiction has been assumed by leaving the City Council and
officials or officers of the City in possession but subject to the supervision and orders of a court
or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the City.
As used in clauses 15 and 16 above, the term "Financial Obligation" means: (i) a debt
obligation; (ii) a derivative instrument entered into in connection with, or pledged as security or a
source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii);
however, the term Financial Obligation shall not include Municipal Securities as to which a final
official statement has been provided to the MSRB consistent with the Rule; the term "Municipal
Securities" means securities which are direct obligations of, or obligations guaranteed as to
principal or interest by, a state or any political subdivision thereof, or any agency or
instrumentality of a state or any political subdivision thereof, or any municipal corporate
instrumentality of one or more states and any other Municipal Securities described by Section
3(a)(29) of the Securities Exchange Act of 1934, as the same may be amended from time to time;
and the term "Obligated Person" means the City.
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(c) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person" with respect to the Notes within the meaning of the
Rule, except that the City in any event will give notice of any deposit made in accordance with
this Ordinance or applicable law that causes any Notes no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Notes, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Section and does not hereby undertake to
provide any other information that may be relevant or material to a complete presentation of the
City's financial results, condition, or prospects or to update any information provided in
accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Notes at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY NOTE OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(iv) A default by the City in observing or performing its obligations under this Section
shall not comprise a breach of or default under this Ordinance for purposes of any other
provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive,
or otherwise limit the duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide
notices to entities other than the MSRB, the City agrees to undertake such obligation in
accordance with the Rule as amended.
(vi) The provisions of this Section may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Notes in the primary offering of the Notes in compliance with the Rule, taking into account
any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (A) the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the outstanding Notes consent to such amendment or (B) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the holders and beneficial owners of the
Notes. If the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with subsection (a) of this
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Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided. The City may also
amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or
repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Notes in the
primary offering of the Notes.
(d) Private Placement of Notes. Notwithstanding anything to the contrary in this
Section, in the event that the Notes are sold in a negotiated sale conducted as a private
placement, the City shall not be required to make the foregoing undertaking pursuant to the Rule
and the Pricing Officer is authorized in the alternative to agree to such disclosure as may be
provided in the Purchase Agreement with the Purchaser.
Section 20. DEFEASANCE. (a) Deemed Paid. That the principal of and/or interest on
any Note shall be deemed to be paid, retired and no longer outstanding within the meaning of
this Ordinance, except to the extent provided by subsection (d) of this Section, when payment of
the principal of such Note, plus interest thereon to the due date thereof (whether such due date
be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in
accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing
with, or making available to, a paying agent (or escrow agent) therefor, in trust and irrevocably
set aside exclusively for such payment, (1) money sufficient to make such payment, (2)
Defeasance Obligations, certified by an independent public accounting firm of national
reputation, to mature as to principal and interest in such amounts and at such times as will insure
the availability, without reinvestment, of sufficient money to make such payment, or (3) any
combination of (1) and (2) above, and when proper arrangements have been made by the City
with each such paying agent for the payment of its services until after all of the Notes so
defeased shall have become due and payable. At such time as a Note shall be deemed to be paid
hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefit of this
Ordinance or a lien on and pledge of the security granted in support of the payment of the Notes,
and shall be entitled to payment solely from such money or Defeasance Obligations, and shall
not be regarded as outstanding for any purposes other than payment, transfer, and exchange.
(b) Investments. Any escrow agreement or other instrument entered into by the City and
a paying agent pursuant to which the money and/or Defeasance Obligations are being held by
such paying agent for the payment of such Notes may contain provisions permitting the
investment or reinvestment of such moneys in Defeasance Obligations or the substitution of
other Defeasance Obligations upon the satisfaction of the requirements specified in subsection
(a)(i) or (ii). All income from all Defeasance Obligations in the hands of the paying agent
pursuant to this Section which is not required for the payment of the Notes and interest thereon,
with respect to which such money has been so deposited, shall be remitted to the City, or
deposited as directed in writing by the City, and upon receipt of an opinion of Bond Counsel that
such transfer is permitted under state law.
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(c) Federal Income Tax Consideration. The City covenants that no deposit will be
made or accepted under subsection (a)(ii) of this Section and no use made of any such deposit
which would cause such Notes to be treated as arbitrage bonds within the meaning of section 148
of the Code.
(d) Continuing Duty of Paying Agent/Registrar. Until all Notes defeased under this
Section of this Ordinance shall become due and payable, the Paying Agent/Registrar for such
Notes shall perform the services of Paying Agent/Registrar for such Notes the same as if they
had not been defeased, and the City shall make proper arrangements to provide and pay for such
F -li►k-SOM19
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/Regis-
trar such security or indemnity as may be required by them to save each of them harmless from
any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a
Note, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence
to their satisfaction of the loss, theft, or destruction of such Note, as the case may be. In every
case of damage or mutilation of a Note, the registered owner shall surrender to the Paying
Agent/Registrar for cancellation the Note so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section 21,
in the event any such Note shall have matured, and no default has occurred which is then
continuing in the payment of the principal of or interest on such Note, the Issuer may authorize
the payment of the same (without surrender thereof except in the case of a damaged or mutilated
Note) instead of issuing a replacement Note, provided security or indemnity satisfactory to the
City and the Paying Agent/Registrar is furnished.
(d) Charge for Issuing Replacement Notes. Prior to the issuance of any replacement
Note, the Paying Agent/Registrar shall charge the registered owner of such Note with all legal,
printing, and other expenses in connection therewith. Every replacement Note issued pursuant to
the provisions of this Section 21 by virtue of the fact that any Note is lost, stolen, or destroyed
shall constitute a Note of the Issuer whether the lost, stolen, or destroyed Note shall be found at
any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance
equally and proportionately with any and all other Notes duly issued under this Ordinance.
(e) Authority for Issuing Replacement Notes. In accordance with Subchapter D of
Chapter 1201, this Section 21 of this Ordinance shall constitute authority for the issuance of any
such replacement Note without necessity of further action by the Issuer or any other body or
person, and the duty of the replacement of such Notes is hereby authorized and imposed upon the
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Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such
replacement Notes in the form and manner and with the effect, as provided in Section 5(a) of this
Ordinance for Notes issued in conversion and exchange of other Notes.
Section 22. DTC REGISTRATION. That the Notes initially shall be issued and
delivered in such manner that no physical distribution of the Notes will be made to the public,
and The Depository Trust Company ("DTC"), New York, New York, initially will act as
depository for the Notes. DTC has represented that it is a limited purpose trust company
incorporated under the laws of the State of New York, a member of the Federal Reserve System,
a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as
amended, and the City accepts, but in no way verifies, such representations. The Notes initially
authorized by this Ordinance shall be delivered to and registered in the name of CEDE & CO.,
the nominee of DTC. So long as each Note is registered in the name of CEDE & CO., the
Paying Agent/Registrar shall treat and deal with DTC the same in all respects as if it were the
actual and beneficial owner thereof. It is expected that DTC will maintain a book -entry system
which will identify ownership of the Notes in integral amounts of $5,000, with transfers of
ownership being effected on the records of DTC and its participants pursuant to rules and
regulations established by them, and that the Notes initially deposited with DTC shall be
immobilized and not be further exchanged for substitute Notes except as hereinafter provided.
The City is not responsible or liable for any functions of DTC, will not be responsible for paying
any fees or charges with respect to its services, will not be responsible or liable for maintaining,
supervising, or reviewing the records of DTC or its participants, or protecting any interests or
rights of the beneficial owners of the Notes. It shall be the duty of the DTC Participants, as
defined in the Official Statement herein approved, to make all arrangements with DTC to
establish this book -entry system, the beneficial ownership of the Notes, and the method of
paying the fees and charges of DTC. The City does not represent nor covenant that the initial
book -entry system established with DTC will be maintained in the future. Notwithstanding the
initial establishment of the foregoing book -entry system with DTC, if for any reason any of the
originally delivered Notes is duly filed with the Paying Agent/Registrar with proper request for
transfer and substitution, as provided for in this Ordinance, substitute Notes will be duly
delivered as provided in this Ordinance, and there will be no assurance or representation that any
book -entry system will be maintained for such Notes. To effect the establishment of the
foregoing book -entry system, the City has executed and filed with DTC the "Blanket DTC Letter
of Representations" in the form provided by DTC to evidence the City's intent to establish said
book -entry system. The foregoing notwithstanding, Notes sold to the Purchaser in a negotiated
sale conducted as a private placement shall be registered in book -entry -only form only to the
extent so provided for in the Purchase Agreement with the Purchaser.
Section 23. EVENTS OF DEFAULT. (a) Events of Default Defined. That each of
the following occurrences or events for the purpose of this Ordinance is hereby declared to be an
Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Notes
1V
when the same becomes due and payable; or
(ii) except as provided in Section 19(d)(iv) of this Ordinance, default in the
performance or observance of any other covenant, agreement or obligation of the City,
the failure to perform which materially, adversely affects the rights of the registered
owners of the Notes, including, but not limited to, their prospect or ability to be repaid in
accordance with this Ordinance, and the continuation thereof for a period of 60 days after
notice of such default is given by any registered owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
registered owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the registered owners under this Ordinance, by mandamus or other suit,
action or special proceeding in equity or at law, in any court of competent jurisdiction,
for any 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 cumulative
and shall be in addition to every other remedy given hereunder or under the Notes or now
or hereafter existing at law or in equity; provided, however, that notwithstanding any
other provision of this Ordinance, the right to accelerate the debt evidenced by the Notes
shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
(iii) By accepting the delivery of a Note authorized under this Ordinance, such
registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise
to a personal or pecuniary liability or charge against the officers, employees or members
of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the registered owners with
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any liability, or be held personally liable to the registered owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of
Default under this Ordinance.
Section 24. AMENDMENTS. (a) Amendments Approved by Majority of
Noteholders. That the holders of the Notes aggregating in principal amount a majority of the
aggregate principal amount of then outstanding Notes shall have the right from time to time to
approve any amendment to this Ordinance which may be deemed necessary or desirable by the
City; provided, however, that without the consent of the holders of all of the Notes at the time
outstanding, nothing herein contained shall permit or be construed to permit the amendment of
the terms and conditions in this Ordinance or in the Notes so as to:
(1) Make any change in the maturity of the outstanding Notes;
(2) Reduce the rate of interest borne by any of the outstanding Notes;
(3) Reduce the amount of the principal payable on the outstanding Notes;
(4) Modify the terms of payment of principal of or interest on the outstanding Notes
or impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Notes then outstanding; or
(6) Change the minimum percentage of the principal amount of Notes necessary for
consent to such amendment.
(b) Publication of Notice. That if at any time the City shall desire to amend the
Ordinance under this Section, the City shall cause notice of the proposed amendment to be
published in a financial newspaper or 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 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
20
on file with the Paying Agent/Registrar, the City Council may pass the amendatory ordinance in
substantially the same form.
(d) Passage of Amendatory Ordinance. That upon the passage of any amendatory
ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be
amended in accordance with such amendatory ordinance, and the respective rights, duties and
obligations under this Ordinance of the City and all the holders of then outstanding Notes shall
thereafter be determined, exercised and enforced hereunder, subject in all respects to such
amendments.
(e) Consent Irrevocable. That any consent given by the holder of a Note pursuant to
the provisions of this Section shall be irrevocable for a period of six months from the date of the
first publication of the notice provided for in this Section, and shall be conclusive and binding
upon all future holders of the same Note during such period. Such consent may be revoked at
any time after six months from the date of the first publication of such notice by the holder who
gave such consent, or by a successor in title, by filing notice thereof with the Paying
Agent/Registrar therefor and the City, but such revocation shall not be effective if the holders of
a majority in aggregate principal amount of the then outstanding Notes as in this Section defined
have, prior to the attempted revocation, consented to and approved the amendment.
(f) Determination of Ownership of Notes. For the purposes of this Section, the
ownership and other matters relating to all Notes registered as to ownership shall be determined
from the registration books kept by the Paying Agent/Registrar therefor. The Paying
Agent/Registrar may conclusively assume that such ownership continues until written notice to
the contrary is served upon the Paying Agent/Registrar.
(g) Amendments not Requiring Noteholder Consent. The foregoing provisions of
this Section notwithstanding, the City by action of the City Council may amend this Ordinance
for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance
contained, other covenants and agreements thereafter to be observed, grant additional
rights or remedies to Noteholders or to surrender, restrict or limit any right or power
herein reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or
curing, correcting or supplementing any defective provision contained in this Ordinance,
or in regard to clarifying matters or questions arising under this Ordinance, including,
without limitation, those matters described in Section 19(d)(v) hereof, as are necessary or
desirable and not contrary to or inconsistent with this Ordinance and which shall not
adversely affect the interests of the holders of the Notes; or
(3) To modify any of the provisions of this Ordinance in any other respect
whatsoever, provided that such modification shall be, and be expressed to be, effective
21
only after all previously issued Notes outstanding at the date of the adoption of such
modification shall cease to be outstanding.
Section 25. PROPERTY APPRAISALS. That the City has satisfied or will satisfy the
appraisal requirements of Section 252.051, Texas Local Government Code, in the acquisition of
real property (including rights -of -way) with proceeds of the Notes.
Section 26. TAXABLE OBLIGATIONS. That the provisions of Section 15 of this
Ordinance notwithstanding, the Pricing Officer may execute the sale of the Notes in a manner
that the interest on the Notes is included in gross income under the provisions of the Code, as
provided in this Ordinance.
Section 27. MISCELLANEOUS PROVISIONS. (a) Preamble. The preamble to this
Ordinance shall be considered an integral part of this Ordinance, and is herein incorporated as
part of the body of this Ordinance for all purposes.
(b) Immediate Effect. This Ordinance shall be effective immediately from and after its
passage in accordance with the provisions of Section 1201.028, Texas Government Code.
(c) Open Meeting. It is hereby officially found and determined that the meeting at
which this Ordinance was passed was open to the public, and public notice of the time, place and
purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as
amended.
(d) Rules of Construction. The words "herein", "hereof' and "hereunder" and other
words of similar import refer to this Ordinance as a whole and not to any particular Section or
other subdivision. Except where the context otherwise requires, terms defined in this Ordinance
to impart the singular number shall be considered to include the plural number and vice versa.
References to any named person shall mean that party and its successors and assigns. References
to an officer or designated position (e.g., City Manager) include any person acting in the capacity
of such officer or designated position, whether on an acting, interim or permanent basis.
References to any constitutional, statutory or regulatory provision mean such provision as it
exists on the date this Ordinance is adopted by the City and any future amendments thereto or
successor provisions thereof. Any reference to the FORM OF NOTE shall refer to the form
attached to this Ordinance as Exhibit B. The titles and headings of the Sections and subsections
of this Ordinance have been inserted for convenience of reference only and are not to be
considered a part hereof and shall not in any way modify or restrict any of the terms or
provisions hereof.
(e) Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in
conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to
be inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the
matters prescribed herein.
RA
23
Section 28. ORDINANCE SUPERSEDES APRIL 7, 2020 ORDINANCE. That
except as noted in the last paragraph of Section 15 of this Ordinance, this Ordinance supersedes
the action taken by the City Council on April 7, 2020, authorizing the sale of Notes, and this
Ordinance controls in the authorization, execution, sale, and delivery of the Notes.
ADOPTED AND EFFECTIVE May 5, 2020.
Mayor
City of Fort Worth, Texas
City Secretary
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY: (SEAL)
City Attorney
City of Fort Worth, Texas
Signature Page — Amended and Restated Series 2020 Tax Note Ordinance
24
SCHEDULEI
DESCRIPTION OF PROJECTS
Description Cost $
Fire trucks and related firefighting equipment 11,600,000
Angle Avenue land acquisition 6,550,000
Police Department vehicles and equipment 1,260,000
Vehicles and equipment - other departments 5,092,495
Botanical Gardens project* 4,300,000
*Consisting of renovations to fountains, including, but not limited to, plumbing, filtration,
structural and other supporting infrastructure; demolition of, renovations and repairs to existing
greenhouses; construction of drainage improvements; site work and improvements; upgrades to
technology infrastructure; demolition and replacement of bridges on site; renovation and
rehabilitation of the existing Moncrief Garden Center; and demolition of Hill Arbor and design
and construction of new facility.
Balance of any unspent proceeds to pay costs of issuance
25
A-1
EXHIBIT A
"Authentication Certificate" shall mean the certificate so designated in Section 5(c) of
this Ordinance.
"Authorized Denomination" shall have the meaning given said term in Section 2(a) of
this Ordinance.
"Authorized Representative" shall mean one or more of the following officers or
employees of the City, acting in concert or individually, to -wit: the City Manager, any Assistant
City Manager, the Chief Financial Officer/Director of Financial Management Services of the
City, or such other officer or employee of the City designated in writing by the City Council to
act as an Authorized Representative.
'Bond Counsel' shall mean McCall, Parkhurst & Horton L.L.P. and Kelly Hart &
Hallman LLP, or such other attorney or firm of attorneys who are nationally recognized as
having expertise in the practice of tax-exempt municipal finance law as approved by the City.
"Business Day" means a day other than a Saturday, Sunday, a legal holiday, or a day on
which banking institutions are authorized by law or executive order to close in the City or the
city where the Designated Trust Office of the Paying Agent/Registrar is located.
"Chapter 9" shall mean Chapter 9, Texas Business & Commerce Code.
"Chapter 1201" shall mean Chapter 1201, Texas Government Code.
"Chapter 1208" shall mean Chapter 1208, Texas Government Code.
"Chapter 1431" shall mean Chapter 1431, Texas Government Code.
"City" or "Issuer" shall mean the City of Fort Worth, Texas.
"City Council" shall mean the City Council of the Issuer, its governing body.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Defeasance Obligations" shall mean (i) direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States
of America and (ii) noncallable obligations of an agency or instrumentality of the United States
of America, including obligations that are unconditionally guaranteed or insured by the agency
or instrumentality and that, on the date the City adopts or approves proceedings authorizing the
issuance of refunding bonds or, if such defeasance is not in connection with the issuance of
refunding bonds, on the date the City provides for the funding of an escrow to effect the
defeasance of the Notes, are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent.
"Designated Trust Office" shall mean, on the date the Notes are delivered to the
Purchaser, the Dallas, Texas corporate trust office of BOKF, NA.
A-2
"DTC" shall have the meaning given said term in Section 22 of this Ordinance.
"Fiscal Year" shall mean the twelve-month period ending September 30, or any
consecutive twelve-month period declared by the City to be its fiscal year.
"Interest and Redemption Fund" shall mean the "City of Fort Worth, Texas Tax Notes,
Series 2020 Interest and Redemption Fund" established by this Ordinance.
"MSRB" shall mean the Municipal Securities Rulemaking Board.
"Notes" shall mean the "City of Fort Worth, Texas, Tax Notes, Series 2020", issued in
accordance with this Ordinance, the Bidding Instructions and the Official Bid Form, in the case
of Notes sold in a competitive sale, or the Purchase Agreement, in the case of Notes sold in a
negotiated sale. The term "Notes" shall mean and include the Notes initially issued and
delivered pursuant to this Ordinance and all substitute Notes exchanged therefor, as well as all
other substitute Notes and replacement Notes issued pursuant to this Ordinance, and the term
"Note" shall mean any of the Notes.
"Ordinance" shall mean this ordinance authorizing the issuance of the Notes.
"Paying Agent/Registrar" shall mean BOKF, NA, or its successor as designated in
accordance with Section 5 of this Ordinance.
"Payment Date" shall mean each date interest or principal on the Notes shall be due and
payable.
"Pricing Officer" shall have the meaning given said term in the preamble to this
Ordinance.
"Projects" shall have the meaning given said term in Section 1 of this Ordinance.
"Purchase Agreement" shall have the meaning given said term in Section 2(a) of this
Ordinance.
"Purchaser" shall have the meaning given said term in Section 2(d) of this Ordinance.
"Registration Books" shall mean the books or records for the registration of the transfer
and exchange of the Notes.
"Rule" shall mean SEC Rule 15c2-12, as amended from time to time.
"SEC" shall mean the United States Securities and Exchange Commission.
"State" shall mean the State of Texas.
"Treasury Regulations" shall mean all applicable temporary, proposed and final
regulations and procedures promulgated under the Code or promulgated under the Internal
A-3
Revenue Code of 1954, to the extent applicable to the Code.
"Underwriters" shall have the meaning given said term in Section 2(c) of this Ordinance.
NO. R-
MATURITY DATE
Registered Owner:
Principal Amount:
A-1
EXHIBIT B
FORM OF NOTE
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF FORT WORTH, TEXAS
TAX NOTE, SERIES 2020
INTEREST RATE DELIVERY DATE
52020
Dollars
PRINCIPAL
AMOUNT
CUSIP NO.
ON THE MATURITY DATE specified above, the CITY OF FORT WORTH, TEXAS
(the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to the
Registered Owner set forth above, or registered assigns (either being hereinafter called the
"registered owner") the principal amount set forth above and interest thereon from the Delivery
Date of this Note as set forth above, with such interest being payable on March 1, 2021 and on
each September 1 and March 1 thereafter to the maturity date specified above, at the interest rate
per annum specified above; except that if the Paying Agent/Registrar's Authentication Certificate
appearing on the face of this Note is dated later than March 1, 2021, such interest is payable on
each September 1 and March 1 following such date. Interest on this Note shall be calculated on
the basis of a 360-day year consisting of twelve 30-day months.
THE PRINCIPAL OF AND INTEREST ON this Note are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this Note
shall be paid to the registered owner hereof upon presentation and surrender of this Note at
maturity at the designated corporate trust office in Dallas, Texas (the "Designated Trust Office")
of BOKF, NA, which is the "Paying Agent/Registrar" for this Note. The payment of interest on
this Note shall be made by the Paying Agent/Registrar to the registered owner hereof on each
interest payment date by check or draft, dated as of such interest payment date, drawn by the
Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the
Ordinance authorizing the issuance of this Note (the "Ordinance") to be on deposit with the
Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be
sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each
such interest payment date, to the registered owner hereof, at its address as it appeared on the
fifteenth day of the month next preceding each such date (the "Record Date") on the Registration
Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at
maturity of this Note shall be paid to the registered owner upon presentation and surrender of this
Note for payment at the Designated Trust Office of the Paying Agent/Registrar.
IN THE EVENT of a non-payment of interest on a scheduled payment date, and for 30
IM
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the Issuer. Notice of the Special Record Date and of the scheduled
payment date of the past due interest ("Special Payment Date", which shall be 15 days after the
Special Record Date) shall be sent at least five business days prior to the Special Record Date by
United States mail, first class postage prepaid, to the address of each registered owner appearing
on the registration books of the Paying Agent/Registrar at the close of business on the last
business day next preceding the date of mailing of such notice.
IF THE DATE for the payment of the principal of or interest on this Note shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City or the city
where the Designated Trust Office of the Paying Agent/Registrar is located are authorized by law
or executive order to close, then the date for such payment shall be the next succeeding day
which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due. Notwithstanding the foregoing, during any period in which
ownership of the Notes is determined only by a book entry at a securities depository for the
Notes, any payment to the securities depository, or its nominee or registered assigns, shall be
made in accordance with existing arrangements between the Issuer and the securities depository.
THE ISSUER COVENANTS with the registered owner of this Note that on or before the
principal and interest payment date for this Note it will make available to the Paying
Agent/Registrar, from the "Interest and Redemption Fund" created by the Ordinance, the
amounts required to provide for the payment, in immediately available funds, of all principal of
and interest on the Notes, when due.
THIS NOTE is one of the series of notes authorized by the Ordinance to be issued in the
aggregate principal amount of $ . This Note, and the series of which it is a part, is
authorized pursuant to Chapter 1431, Texas Government Code ("Chapter 1431 "), is dated June 1,
2020, and is issued for the purpose of PAYING CONTRACTUAL OBLIGATIONS
INCURRED OR TO BE INCURRED FOR THE CONSTRUCTION OF PUBLIC WORKS
AND THE PURCHASE OF MATERIALS, SUPPLIES, EQUIPMENT, MACHINERY,
BUILDINGS, LANDS, AND RIGHTS -OF -WAY, as more fully described in the Ordinance, and
to pay costs of issuance. This Note and the series of which it is a part are issued pursuant to the
Ordinance passed and adopted by the City Council of the Issuer and duly recorded in the minutes
of said City Council, as authorized by the Constitution and laws of the State of Texas, including
Chapter 1431.
THIS NOTE is not subject to redemption at the option of the Issuer prior to its scheduled
maturity.
ALL NOTES OF THIS SERIES are issuable solely as fully registered Notes, without
interest coupons, in the denomination of any Authorized Denomination. As provided in the
Ordinance, this Note may, at the request of the registered owner or the assignee or assignees
hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal
amount of fully registered Notes, without interest coupons, payable to the appropriate registered
owner, assignee or assignees, as the case may be, having the same denomination or
denominations in any Authorized Denomination as requested in writing by the appropriate
IM
registered owner, assignee or assignees, as the case may be, upon surrender of this Note to the
Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth
in the Ordinance. Among other requirements for such assignment and transfer, this Note must be
presented and surrendered to the Paying Agent/Registrar, together with the proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Note or any portion or portions hereof in any Authorized
Denomination to the assignee or assignees in whose name or names this Note or any such portion
or portions hereof is or are to be registered. The Form of Assignment printed or endorsed on this
Note may be executed by the registered owner to evidence the assignment hereof, but such
method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Note or any portion or portions
hereof from time to time by the registered owner. In the case of the assignment, transfer,
conversion or exchange of a Note or Notes or any portion or portions thereof, the reasonable
standard or customary fees and charges of the Paying Agent/Registrar will be paid by the Issuer.
In any circumstance, any taxes or governmental charges required to be paid with respect thereto
shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a
condition precedent to the exercise of such privilege.
WHENEVER the beneficial ownership of this Note is determined by a book entry at a
securities depository for the Notes, the foregoing requirements of providing notice, holding,
delivering, or transferring this Note shall be modified to require the appropriate person or entity
to meet the requirements of the securities depository as to registering or transferring the book
entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Notes is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the registered owners of the Notes.
IT IS HEREBY CERTIFIED AND REPRESENTED that this Note has been duly and
validly authorized, issued and delivered; that all acts, conditions and things required or proper to
be performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Note have been performed, existed and been done in accordance with law; that this Note
constitutes an obligation of said Issuer; and that annual ad valorem taxes sufficient to provide for
the payment of the interest on and principal of this Note, as such interest comes due and such
principal matures, have been and will be levied and ordered to be levied against all taxable
property in said Issuer, and have been pledged from the Issuer's annual ad valorem tax for such
payment, within the limits prescribed 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
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney
City of Fort Worth, Texas
(SEAL)
Mayor
City of Fort Worth, Texas
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
(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.
NOTICE: The signature above must
correspond with the name of the registered
owner as it appears upon the front of this
Note in every particular, without alteration
or enlargement or any change whatsoever.
B-6
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Note has been issued under the provisions of the Ordinance
described in the text of this Note; that this Note has been duly authenticated; and that this Note
has been issued in exchange for or replacement of a note, notes, or a portion of a note or notes of
an issue, the proceedings pursuant to which such issue was authorized were approved by the
Attorney General of the State of Texas.
Dated:
BOKF, NA,
Paying Agent/Registrar
By
Authorized Representative
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE:
(only to accompany the Initial Notes to be delivered at closing)
OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
I thereby certify that this Note has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas and that this Note has been registered by the
Comptroller of Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin, Texas
Comptroller of Public Accounts of the
State of Texas
(SEAL)
B-7
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 19 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified below:
The City has agreed to update annually financial information and operating data with
respect to the City of the general type included in the official statement for the Notes as set forth
in tables 1 through 6, inclusive, and 8 through 15, inclusive, contained in such official statement,
and Appendix B to such official statement, "Excerpts from the Annual Financial Report of
the City of Fort Worth, Texas". The above -described financial information and operating data
with respect to the City is hereby incorporated by reference, and in Section 19 of this Ordinance
the City has agreed to annually update such financial information and operating data in
accordance with Rule 15c2-12, promulgated by the United States Securities and Exchange
Commission.
Accounting Principles
The accounting principles referred to in Section 19 of this Ordinance are the accounting
principles described in the notes to the annual financial report referred to above.
D-1
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Mary J. Kayser, City Secretary of the City of Fort Worth, in the State of Texas, do
hereby certify that I have compared the attached and foregoing excerpt from the minutes of the
regular, open, public meeting of the City Council of the City of Fort Worth, Texas held on May
5, 2020 and of the ordinance authorizing the issuance of City of Fort Worth, Texas Tax Notes,
Series 2020, which was duly passed at said meeting, and that said copy is a true and correct copy
of said excerpt and the whole of said ordinance. Said meeting was open to the public, and public
notice of the time, place, and purpose of said meeting was given, all as required by Chapter 551,
Texas Government Code, as amended.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City
of Fort Worth, this day of May, 2020.
City Secretary of the
City of Fort Worth, Texas
(SEAL)